Article 1: Application

• The legal relationship between you (the “customer”) and CUBEDROCK (the “seller”) is governed by these General Terms and Conditions of Sale, which the customer hereby declares to have understood and accepted. (2) The non-application by the seller of one or more provisions of these General Terms and Conditions may not be interpreted by the customer as a renunciation of the same. (3) These General Terms and Conditions in no way exclude the application of specific terms and conditions that may apply depending on the type of goods purchased.

Article 2: Payment Conditions

• Our deliveries are payable in the EURO currency. (2) In the event that the customer and seller agree in writing that full payment for the goods is to take place after delivery of the said goods, the provisions on Late Payments in Commercial Transactions in Sub-Title IA of Title 11 of Part I of Chapter 13 of the Laws of Malta (Commercial Code) shall apply to any late payments for the goods purchased by the customer from the seller.

Article 3: Prices – Quotations

• Price quotes and folders are always given for information purposes and are in no way binding on the seller. (2) VAT, taxes and other taxes are borne by the customer. (3) All data, including prices, are subject to possible errors, price increases and while supplies last. (4) The prices quoted are always valid at the time of the date of the quotation and in no way constitute a price guarantee for the future. (5) The images, sizes, weights, and technical data mentioned in our quotations, fax, internet site and the like are for information purposes only and do not bind the seller.

Article 4: Delivery

• Delivery times are always approximate and are complied with as much as possible by the seller with the exception of delays that are beyond the reasonable control of the seller. Such delays in no way justify the cancellation of the order, the breaking of the purchase, a discount or a claim for compensation of any kind.

Article 5: Products

• Purchased goods will not be taken back unless they show errors that fall under the warranty conditions as per Article 8 here below. (2) The seller is not obliged to grant the customer a remedy in case of change of mind situations or wrong buying decisions. (3) It is assumed that the customer is aware that certain hardware or software may or may not be usable on the computer system he has chosen. A Digital Signage unit is always sold as a whole of parts. The customer is always informed which parts are in the unit. If it later turns out that the purchased hardware is not compatible with a certain game, program or peripheral device, then this is the responsibility of the customer. (4) The customer undertakes to request information in case of doubt about certain hardware and software to be purchased at the time of the conclusion of the sale. No complaints about this can be accepted after the sale has been effected. (5) The online CDMS Software licenses are purchased for a minimum duration of one (1) year. If the payment of the annual invoice is not made within the agreed period and notwithstanding three (3) reminders to the customer via email, the license in question will be cancelled after which customer shall lose his or her connectivity and/or data on his or her own portal. It is hereby agreed that the seller shall not be liable for any such loss.

Article 6: Intellectual Property

• No copyright, trade secrets, patents and other intellectual property rights in the purchased goods are hereby transferred to the customer. (2) The customer is not permitted to use, alter and/or modify in any way the intellectual property rights in the purchased goods or to use them in any way that is detrimental to the owner of such rights including his or her reputation and/or goodwill. (3) The seller is not responsible and shall not be liable for damages, whether direct or indirect, resulting from any claim relating to a breach of any provisions of this article by the customer or any other unlawful or wrongful use by the customer of any intellectual property rights in the purchased goods and, in this respect, the customer shall hold the seller free and harmless from and against any and all liability, loss, damages, costs and expenses in relation to any claim made against the seller as a result.

Article 7: Promotion

• Customer hereby authorizes seller to promote, publicise and include customer’s name as part of the seller’s portfolio of projects and for this purpose grants seller its consent to display the customer’s company logo on seller’s corporate website and promotional materials.

Article 8: Warranty

• All goods sold to the customer by the seller are sold “AS IS” and EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT, ALL WARRANTIES WITH RESPECT TO SUCH GOODS (WHETHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE), INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW. (2) Goods sold by the seller are covered with a warranty as follows:
• The seller undertakes to always use the warranty provided by the manufacturer or importer, unless stated otherwise;
• The warranty covers hardware failure but excludes accidental damage or user error;
• Warranty does not apply to products for which the seller cannot maintain his or her warranty with his or her suppliers;
• All standard product ranges come with a 3-year warranty starting from date of invoice. This excludes all products purchased before 18/01/2016, which came with a 1-year warranty period. This also excludes all bespoke hardware which is manufactured under OEM. All bespoke products come with a strict one (1) year warranty, unless extended at point of order;
• Any suspected hardware failure should be reported to the seller first who will then provide telephone and/or email technical support to determine hardware failure; hardware failure must be confirmed by the seller. Once hardware failure has been determined by the seller, replacement parts, along with an instructional guide, will be sent to the customer at the cost of the seller. If the customer does not have the facility to repair the product then the product should be repackaged using the original packaging material and method (including bespoke pallet where necessary) and returned to the seller at the customer’s cost. The product will then be repaired and sent back to the customer at the cost of the seller;
• In the event of advanced replacement parts being sent to the customer, the seller reserves the right to request that faulty parts be returned to the seller at the cost of the customer after the repair work has been carried out;
• The seller also reserves the right to request that faulty parts or products be returned to the seller for repair at the cost of the customer in the event that advanced replacement parts are unable to be sent;
• If the product is not packaged correctly no liability will be assumed by the seller if the product is damaged during transit;
• If the product is returned in full working order no liability will be assumed by the seller and any costs incurred will be borne in full by the customer;
• For customised, bespoke or out of stock items, the turnaround period is dependent upon factors such as, but not limited to, availability, production and shipping;
• If a Content Management Software (CMS) licence is purchased with a product, this is not transferable to any other products. However, if a product with a valid CMS licence suffers a hardware failure during its warranty period and a replacement product is required, then the seller will transfer the CMS licence in this case;
• The repair or replacement of one or more parts is not a reason to extend the warranty period;
• During or after the repairs or replacement, the customer cannot claim damages from the seller for the unavailability of the parts or the entire system;
• In order to be able to claim under the warranty, the goods must always be presented in the original packaging and provided with all accessories (manuals, CDs, floppy disks, cables, etc.);
• With regards software only, the manufacturer is responsible for the warranty which can never be recovered from the seller of the software;
• The seller can in no way be held liable with regards to software, programming errors and / or hardware that was not developed by itself;
• New parts that may have become defective during assembly by the customer are never immediately exchanged, but are always the subject of a further investigation into the cause of the possible defect;
• The hardware warranty covers only the material itself and not the data reconstruction resulting from any data loss;
• Excluded also from any warranty claim are: (i) Defects resulting from misuse or improper technical interventions (e.g. improperly mounted extensions, components destroyed by static electricity, incorrect assembly, etc.); (ii) Shortcomings with regard to the installation conditions prescribed in the applicable installation manual. This also includes interruptions or defects in the electrical installation, air conditioning or humidity control; (iii) Device malfunctioning or non-functioning due to changes made to installed software, CMOS setup and virus infection; (iv) Interventions carried out on the device by the customer or an unauthorized third party; (v) Damage caused to the products by force majeure (lightning strike, overvoltage, …) magnetic or electrical induction or extreme conditions; (vi) Damage to the products caused by transport by someone other than the seller or a transport company or person engaged by the seller. (vii) damage which occurs in shipment; delivery or installation; (viii) integration into an enclosure or kiosk with insufficient air flow or ventilation; (ix) applications and uses for which the purchased product was not intended; (x) altered product or serial numbers; (xi) cosmetic damage or exterior finish; (xii) accidents, abuse, neglect, fire, water, lightning or other aspects of nature; (xiii) use of products, equipment, systems, utilities, services, parts, supplies, accessories, applications, installations, repairs, external wiring or connectors not supplied or authorized by the seller, or which damage the purchased product or result in service problems; (xiv) incorrect electrical voltage, fluctuations and surges; (xv) customer adjustments and failure to follow operating instructions, cleaning, maintenance and environmental instructions; (xvi) product removal or reinstallation; (xvii) reception or display problems and distortion related to noise, echo, interference or other signal transmission and delivery problems; (xviii) reduced screen brightness related to normal aging, burned-in images, mura and defective pixels within the panel manufacturer’s accepted tolerance.

Article 9: Loss of data

• The customer is responsible for making a minimum of two valid back-ups (security copies) of all data (including computer programs) that are part of his or her computer system. (2) In the event of data loss, the responsibility of the seller under the warranty, if applicable, is limited to the replacement of the backups and does not include data reconstruction.

Article 10: Installation

• The seller does not provide installation services and the price of the goods do not include such services. However, upon request, the seller may recommend a third-party with whom the customer may make arrangements directly for installation. (2) The customer understands and accepts that, in making such a recommendation, the seller does not provide any guarantees in relation to the proposed installer, including but not limited to guarantees regarding his or her competence or reliability. (3) The seller shall not be liable for any damage or loss to the purchased goods or for any other damage or loss arising from or resulting from the installation services provided by the proposed installer. (4) The customer hereby understands that the contractual relationship with respect to the installation is between him/her and the proposed installer only and that payment should be made directly to the proposed installer. (5) The customer shall hold the seller free and harmless from any claims arising from the customer’s contractual relationship with the proposed installer.

Article 11: Damages

• Without prejudice to any other provision in these General Terms and Conditions, the customer has no right to claim damages from the seller howsoever arising, including indirect damages (i.e. the financial or commercial losses suffered by the customer that are not the direct result of a failure on the part of the seller, such as loss of profit, customers or savings, the increase in general costs or the disruption of the business of the customer) even if the seller is informed in advance about the possibility of such a claim for damages.

Article 12: Retention of title

• The delivered goods remain the seller’s property as long as the full price thereon (principal, interest and costs) remains unpaid. (2) In the event that the goods are delivered to the customer before the full price thereon has been paid to the seller, the customer bears the risk on such goods from the delivery onwards and is obliged to keep the goods in the state of receipt. (3) The seller can legally invoke the dissolution of the sale in the event of non-payment on the due date and demand the immediate return of the delivered goods.

Article 13: Assignment/Sub-Contracting

• The seller reserves the right to assign or subcontract all or any of its rights and obligations under these General Terms and Conditions to a third party.

Article 14: Miscellaneous

• Applicable Law: These General Terms and Conditions shall be governed, construed and interpreted in accordance with Maltese Law (2) Jurisdiction: In the event of a dispute between the parties relating to or arising from these General Terms and Conditions, the parties shall attempt to reach an amicable settlement in good faith. If this is not possible, the dispute shall be settled via arbitration in Malta in accordance with Chapter 387 of the Laws of Malta; (3) Severability: if any provision of these General Terms and Conditions is adjudged to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity or unenforceability and will not invalidate the remainder of these Terms and Conditions or any provision hereof; (4) Force Majeure: The seller shall not be liable to the customer for any delay or failure to perform any of his or her obligations due to causes beyond his or her reasonable control; (5) Supercession: Without prejudice to any other applicable specific terms and conditions, these General Terms and Conditions supersede all negotiations, commitments (whether verbal or oral), writings, agreements and additions or amendments thereto entered into between the parties prior to the date hereunder. (6) Interpretation: (a) The headings in these General Terms and Conditions are for convenience only and do not affect interpretation; (b) Any reference to any law, rule, or regulation shall be a reference to such law, rule or regulation as may be amended, modified, or substituted from time to time, and where a reference is made to a principal law it shall include a reference to any subsidiary legislation made thereunder; (c) The use of the masculine gender shall include the feminine gender; (d) The use of the plural shall include the singular and vice-versa; (e) Unless the context requires otherwise, the words “goods” and “products” includes any licenses sold by the seller.