GWCRYSTAL.COM ONLINE TERMS AND CONDITIONS
From time to time GW Crystal, Inc. will remind you of the Terms of Use for the various GW Crystal, Inc. products and services you may be licensing. The terms and conditions below apply to you and your company to the extent you have elected to use the products and services including but not limited to the distributor portal and online production approval process:
Non-Transferable - License Agreement
READ THESE TERMS CAREFULLY BEFORE USING THE ONLINE SERVICES. IF YOU (THE USE OF "MY", "YOU", OR "YOUR" SHALL MEAN YOU OR YOUR COMPANY FOR WHICH YOU ARE SIGNING/ACCEPTING THIS AGREEMENT) DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THESE SERVICES. BY CLICKING THE BUTTON MARKED "I ACCEPT" AND/OR YOUR CONTINUED USE OF THESE SERVICES INDICATES YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.
CHANGE IN TERMS. GW Crystal, Inc. may make changes to this Agreement at any time. Notification of any changes will be provided through the distributor portal access and may require your explicit continuing acceptance of the terms and conditions of this Agreement. Continued use shall also constitute ongoing acceptance of the terms.
1. GWCRYSTAL.COM DISTRIBUTOR PORTAL LICENSE. GWCRYSTAL.COM and GW Crystal, Inc. grant and You accept a limited, non-transferable, and non-exclusive license to use the GWCRYSTAL.COM DISTRIBUTOR PORTAL and GWCRYSTAL.COM (collectively referred to as the "Software") only for Your business purposes. You shall not use or permit others to use the Software for any other person or entity. A named user shall not share their user name or password with any other person or entity. Only employees of Your Company may be assigned a user name and password. If You become aware that any unauthorized person or entity is using a user name and/or password that has been assigned to You or one of Your employees, You shall immediately contact DistributorPortal@gwcrystal.com to inform GW Crystal, Inc. that your credentials have been compromised. You also agree to contact DistributorPortal@gwcrystal.com in the event all or any user accounts at your company are no longer active or authorized to use the Software. You shall not download, translate, de-compile, modify, rent, lease, data scrap, or reverse engineer the Software except You may download information as part of Your normal distributor commerce activity as authorized. Upon termination of the Agreement, You are responsible for erasing, discarding, or returning information that has been received, reproduced and/or stored during the use of the Software.
2. SYSTEM AVAILABILITY. GW Crystal, Inc. will make reasonable efforts to ensure that the Software, GWCRYSTAL.COM, and GWCRYSTAL.COM DISTRIBUTOR PORTAL are available during normal business hours. However, you understand and accept that due to technical problems, human error, loss of utilities, flooding, internet connection disruption and/or maintenance reasons, the Software, GWCRYSTAL.COM, and GWCRYSTAL.COM DISTRIBUTOR PORTAL may not be available seven (7) days a week and twenty-four (24) hours a day and that GW Crystal, Inc. shall bear no responsibility for such downtime.
3. SUB-SURFACE ENGRAVING PATENT. GW Crystal, Inc. designs and manufactures crystal awards and promotional products and these products may include laser subsurface engraved glass and crystal.
The laser subsurface engraving of glass, crystal, and other clear solid material is patented in the US under patent 5,206,496, (“the ‘496 Patent”) which is valid and enforceable through 2012. This patented process and these patented products are also protected under equivalently claimed and commonly owned international patents, including patents in the EU, UK, Germany, France, Hong Kong, and Japan among other countries. GW is a licensed manufacturer in good standing of products and manufacturing apparatus under the ‘496 Patent, which includes the Engraved Products. As a GW CRYSTAL.COM DISTRIBUTOR PORTAL licensee in good standing You and your customer are also covered for any products produced by GW Crystal, Inc. under the GW Crystal, Inc. license for these patents.
4. CONFIDENTIALITY. You agree to maintain strict confidentiality of Confidential Information extending for the term of and extending for 5 years beyond any termination of the use of GWCRYSTAL.COM DISTRIBUTOR PORTAL Services.
Confidential Information includes pricing, price quotations, designs, marketing materials, product images, digital proofs, pre-production samples, 3D images, 3D models, 2D images, 2D models, product renderings, orthographic projection images, and all proprietary work products not specifically authorized in writing for disclosure.
Disclosure of any design, product sample, pricing, price quotations, or other valuable proprietary information, to a competitor of GW Crystal, Inc. either directly or indirectly is a breach of this confidentiality agreement and will result in termination of this license to use the GW CRYSTAL.COM DISTRIBUTOR PORTAL services. Other damages may apply.
You agree that speculative and pre-production designs and samples are proprietary and highly confidential and may only be shared directly with You, Your customer and third parties ONLY AS AUTHORIZED SPECIFICALLY IN WRITING by GW Crystal, Inc. Speculative and pre-production designs, samples and all other confidential information may not be sent to or shared with any other distributor, retailer, wholesaler, customer, reseller or manufacturer of engraved products at any time.
5. USE OF COPYRIGHTED MATERIAL AND TRADEMARKS. All images, designs, including all content and every element of such content submitted to GW Crystal Inc. by You is either owned by You or licensed by You, completely free and clear of all rights and encumbrances by any third party.
The right to use, duplicate, distribute, whether for profit, or commercial use, or for any other purpose, of any copyrighted material, registered or unregistered trademarks, designs or images containing protected likenesses or having publicity rights, or any image or content not explicitly authorized by the owner of such rights submitted to GW Crystal, Inc. by You is the sole and complete responsibility of The Company.
You indemnify GW Crystal, Inc. against any and all damages arising from any action resulting from any claim by a third party for infringement or any other damages related to a design or image submitted to GW Crystal, Inc. by You, including all attorneys fees and costs.
GW Crystal, Inc. owns and claims the exclusive right to use certain trademarks, including the trademarks GW Crystal, the GW logo, PhotoCrystal HD, and the registered marks Brilliance in Crystal® and Captured in Crystal®. You are not authorized or permitted to use any of these marks at any time without express prior written permission from GW Crystal, Inc.
6. DISCLAIMER. GW Crystal, Inc. shall not be responsible for any claim or damages arising from or connected with any inaccurate or incomplete information delivered to You through the GWCRYSTAL.COM Distributor Portal or other products and services provided to You as part of this Agreement (collectively referenced to as "GW Crystal Distributor Portal Services"). GW Crystal, Inc. shall not be responsible for any application of any data, pricing or results, intended or unintended, obtained through the use of the GW Crystal Distributor Portal Services. GW Crystal, Inc. shall not be responsible for the corruption of any of Your data, software, or equipment when used in conjunction with the GW Crystal Distributor Portal Services. GW CRYSTAL DISTRIBUTOR PORTAL SERVICES ARE PROVIDED "AS IS". GW CRYSTAL, INC. DISCLAIMS ANY AND ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ACCURACY FOR INFORMATION. IN NO EVENT SHALL GW CRYSTAL, INC. BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST REVENUES OR PROFITS REGARDLESS OF THE FORM OF THE ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF GW CRYSTAL, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. TERM & TERMINATION. The terms of this Agreement will apply for as long as You license the services requested. GW Crystal, Inc. may cancel this Agreement if You breach any provision of this Agreement. GW Crystal, Inc. may temporarily or permanently suspend services or portal access at any time for any reason, including the identification of suspicious user activity. UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT, THE COMPANY WILL CEASE USE OF THE GW CRYSTAL DISTRIBUTOR PORTAL SERVICES AND MATERIAL IN ITS POSSESSION AND WILL PROMPTLY RETURN THE SAME TO GW CRYSTAL, INC.
8. TITLE. You agree that GW Crystal, Inc. owns all proprietary rights, including patent, copyright, trade secret, trademark, and other proprietary rights in the Software, GWCRYSTAL.COM, and the GW Crystal Distributor Portal Services and material.
9. GOVERNING LAW, JURISDICTION, AND ATTORNEY’S FEES. This Agreement shall be governed in accordance with the laws of the State of California without giving effect to any choice or conflicts of law. Any action at law, suit in equity, or other judicial proceeding concerning this Agreement shall be instituted only in a California State Court in Los Angeles or San Bernardino Counties, or a United States Federal Court in the Central District of California. You agree to the jurisdiction and venue in these courts. You agree to reimburse GW Crystal, Inc. for its reasonable costs, including attorney fees, to enforce this Agreement including the collection of any unpaid or outstanding fees or payments owed to GW Crystal, Inc. by You.
10. WAIVER. The failure of either party to enforce any rights under this Agreement shall not be considered a waiver by that party as to subsequent enforcement of rights in the event of future breaches.
11. OTHER INTERACTIVE SERVICES AND COMMUNICATIONS.
You agree not to:
Post, transmit, or communicate by any means any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, indecent or otherwise objectionable information of any kind, including without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.
Post or transmit any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder.
12. ENTIRE AGREEMENT, OTHER DOCUMENTS, & INTERPRETATION.
This is the entire Agreement between the parties and supersedes all other written and oral arrangements between the parties relating to the subject matter hereof. The terms and conditions of this Agreement shall govern not withstanding any inconsistent or additional terms and conditions on any purchase order or other documents You submit to GW Crystal, Inc. No presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by a particular party. If there is an inconsistency between this Agreement and a product or service specific agreement subsequently provided to You by GW Crystal, Inc., the terms of the product or service agreement shall apply. All other terms in this Agreement will remain in effect.
GW CRYSTAL, INC. PRODUCTION APPROVAL TERMS AND CONDITIONS
These Production Approval Terms and Conditions ("Terms") apply to all Distributor ("Customer") orders. Please review these Terms carefully before making final approval of your order as they are binding and once agreed to, GW Crystal begins production immediately. GW Crystal, Inc. is not responsible for any requested changes made to an order after the Final "I Approve this Order for Production" authorization is submitted by Customer. The GWCrystal.com Distributor Portal ("Portal") Terms and Conditions also apply and are incorporated here in full. You can review the GWCrystal.com Distributor Terms and Conditions above.
1. Payment Terms. Customer assumes all financial responsibility for approved products. Specific pricing and payment terms including any deposit required are specified in the Order Details page within the Portal. If payments required as specified in the Order Details page are delinquent, the products ordered may not be shipped, and production may by halted. Late payments may incur additional late payment fees.
Commonly Used Payment Terms are defined as follows: "products are shipped" means the earlier of either the date an entire product order is shipped or the date of the first release of a multiple shipment order. “Net 30” means payment is due 30 days after the date that products are shipped. “Net 15” means payment is due 15 days after the date that products are shipped. “30% Down/Balance at Ship” means a payment equal to 30% of the entire order amount must be made as a deposit before production can begin and payment for the remaining (70%) of the order amount, or balance, is due on the date products are shipped. “50% Down/Balance at Ship” means a payment equal to 50% of the entire order amount must be made as a deposit before production can begin and payment for the remaining (50%) of the order amount, or balance, is due on the date products are shipped. “30% Down/Balance Net 30” means a payment equal to 30% of the entire order amount must be made as a deposit before production can begin and payment for the remaining (70%) of the order amount, or balance, is due 30 days after the date products are shipped. “50% Down/Balance Net 30” means a payment equal to 50% of the entire order amount must be made as a deposit before production can begin and payment for the remaining (50%) of the order amount, or balance, is due 30 days after the date products are shipped. “2% Discount Net 10” means a 2% discount can be applied to the payment amount for the order total if payment is received by GW Crystal, Inc. within 10 days of the date products are shipped. “Credit Card” means the credit card for the customer, which the customer previously authorized GW Crystal , Inc. to keep on file, will be charged on the date products are shipped. “Prepaid” means payment in full for the order must be received before order can go to production. “Due at Shipping” means order must be paid on the date products are shipped. “C.O.D.” means the order will be shipped cash on delivery, to be paid to the shipment carrier pursuant the carrier required payment method. See the terms and conditions for individual shipment carriers for details on C.O.D. payments for each order.
2. Crystal Product Variations. Please be aware that even in the finest crystal, minor variations in clarity and color can occur. Occasional air bubbles, chill marks or flow lines are inevitable in optical crystal, and especially in molded or blown crystal products. In order to obtain the optimum finish extra polishing may be necessary, which may cause variations in size. Size variations also occur because crystal is cut with guidance by hand, and are typically proportional to the size of the product. It is acceptable for crystal products to vary in finished size as much as 1/2" or 13 mm or more in any axis, particularly for large products. These variations in size, color and clarity are not to be considered defects.
3. Order Product Proofs. Customer is provided with one or more of three different types of pre-production proofs. (A) A digital image illustrating the engraving location and layout within or on the product ("Digital Proof"). (B) A Pre-Production Digital Sample Photo ("Pre-pro Photo"), a digital photograph of a sample finished product. (C) An actual Crystal Product Sample ("Pre-Pro Sample").
4. Digital Proof and Pre-Pro Photo Advisory. Digital Proofs and Pre-Pro Photos ARE NOT CRYSTAL PRODUCTS. They are illustrative of the product layout only. Customer is strongly advised to obtain an actual Pre-pro Sample for each order prior to production for full evaluation. Only an actual crystal product sample can be relied upon to evaluate the numerous properties of engraved crystal products, including such properties as the optical characteristics, the weight, the finish, and the engraved image characteristics, among many others. Digital Proofs do not represent finished engraving color, resolution, dot density, image resolution, brightness or clarity; they are to illustrate the general layout of the engraving and product shape only. Digital proofs are not made to scale nor will they match the precise shape of the finished product. If customer chooses against GW's recommendation to approve production after reviewing only a Digital Proof or Pre-Pro Photo, only engraving content errors (such as spelling), are grounds for rejection of shipped products and qualify for replacement consideration. Specification changes to product(s) or project(s) by Customer after GW Crystal has designed and produced a Pre-Pro Sample are considered cancellations by Customer, at GW Crystal's discretion. Customer is responsible for all GW Crystal costs associated with such Pre-Pro Sample production and shipping unless otherwise agreed upon by both Customer and GW Crystal in advance. If such product or project specification changes by Customer do not occur within the agreed upon project schedule, at GW Crystal's discretion these modifications will be considered order cancellation by Customer.
5. Sub Surface Laser Engraving Characteristics. Products inscribed with Sub Surface Laser Engraving ("SSLE") technology may exhibit variances in image properties such as higher or lower dot density, either by design or because of other factors. This is a characteristic of SSLE technology and is not a defect.
6. Color Matching. While standard colors usually suffice, occasionally specific PMS colors are requested. Although we cannot guarantee an exact match, we are able to mix enamels to achieve a close match.
7. Shipping Errors and Omissions. In the event that a Customer submits a shipping address or other error or otherwise causes an error in product shipment, Customer is liable for all charges incurred by such error. Errors and omissions in shipping data from Customer may be such details including but not limited to, tax identification or VAT number, contact name and telephone number, e-mail address, purchase order, postal code, street address, city, and valid shipper account number (when required). If Customer requests shipment of replacement products, forwarded shipments, or resent returned shipments, Customer is responsible for all costs related to such remedy. In no event is GW Crystal liable for any problems caused by errors or omissions in shipping data submitted to GW Crystal by Customer. Time expended by GW Crystal, Inc. staff in excess of 1 hour for the preparation and correction of shipping documentation will be billed at $50 per hour.
8. Delivery. GW agrees that every effort will be made to meet the agreed upon delivery schedule for a particular project. Any theft, or product or packaging damage caused by any third party after order leaves the GW Crystal facility is not the responsibility of GW Crystal, Inc.
9. International Shipments. All taxes, duties and other costs incurred for international shipments at the time of shipping or after are the responsibility of the Customer. GW Crystal is not responsible for any charges incurred outside of the United States. Customer and GW understand and agree that international shipping may be subject to unexpected delays by customs inspections out of GW or Customer’s control. International shipments are generally shipped EXW, or as specified for a particular order. International shipping costs including, but not limited to, freight, insurance costs, duties, taxes and tariffs must be billed on a third party or consignee's shipper account number. Customer must establish a declared value. Duties, taxes, tariffs or other shipping charges may be billed up to 90 days or more after the shipping date. These charges will be billed to the Customer.
10. Inspections and Returns. Customer has no more than 5 days to inspect delivered product(s) for manufacturing defects and/or any issues related to product quality or conformance to specifications as described in the Approval Documentation. The inspection period ends 5 days from the delivery date. Following the 5 day inspection period Customer assumes all financial responsibility for the products in the condition that they were received. Any products found to not meet the specifications as described in the Approval Documentation or found to be defective must be reported to GW Crystal immediately in writing during the 5 day inspection period. GW Crystal may request the return of defective items for inspection. GW Crystal will replace defective products, apply credit for replacement value as agreed to with Customer or if applicable file a claim with carriers insurance. No return shipments will be accepted without prior GW Crystal, Inc. approval.
Aside from defective or non conformance issues as described above no returns are accepted of engraved products as they cannot be resold. Blank Products approved for return within 30 days of delivery will be subject to a 15% restocking fee. If Blank Products or packaging is returned damaged, Customer is responsible for full replacement value.
GW Crystal is not responsible to file claims for shipments made under Customers carrier account. Valid claims for Products damaged in transit must be accompanied with the original shipping cartons, packaging material and damaged Products.
11. Cancellations. All costs incurred prior to order cancellation will be charged and are the responsibility of Customer. Once Product(s) ship Customer is responsible for the full order value including Products, Services, Taxes, Insurance and shipping costs. GW Crystal reserves the right to cancel order(s).
Any use of any GW Crystal Products and Services including the Distributor Portal or a GW Crystal website constitutes approval and acceptance of all above Terms and Conditions. Approval of these Terms and Conditions is immediate and binding with the full value and effect of the law as a written signature by Customer.
© 2015 GW Crystal, Inc., All Rights Reserved
