Terms and Conditions

General Provisions.

The terms and conditions set forth herein (the “Terms and Conditions”) apply to all proposals and quotations submitted by Gravotech, Inc. (“Gravotech”), to all purchase orders received by Gravotech from a Customer, and to all Products and Services provided by Gravotech to the Customer. “Products” as used herein shall mean one or more of the following: (1) Machines, Machine Parts, and Embedded Software (2) CAD/CAM Software including Dongles and (3) Consumable Materials, sold under Gravotech’s brands (e.g Gravograph, Technifor, Type3 and Propen). “Services” shall mean any services provided to the Customer related to the Products, including repairs, maintenance and training on the use of the Products. Gravotech and the Customer shall be referred to herein individually as a “Party” and collectively as the “Parties.”

In the event that these Terms and Conditions conflict with any other written agreement between Gravotech and the Customer, these Terms and Conditions shall prevail, unless a written agreement signed by an authorized representative of each Party expressly modifies these Terms and Conditions. These Terms and Conditions replace and supersede any prior agreements between Gravotech and the Customer related to the Products or Services. Any standard terms and conditions contained in a Customer’s purchase order or other written document exchanged with Gravotech and the Customer are of no force and effect unless expressly acknowledged in writing by an authorized representative of Gravotech.
No binding agreement to provide Products or Services shall exist until such time as the Customer’s purchase order is accepted and approved by Gravotech at its home office in Duluth, Georgia. Notice of such approval may be furnished to the Customer in the form of a written acknowledgment, or by shipment of the Products, or provision of the Services requested by the Customer.

Gravotech may correct unilaterally any mathematical and typographical errors in price quote or purchase order and shall promptly notify the Customer of such corrections. A course of performance, course of dealing, or customs in the trade shall not constitute a modification or waiver by Gravotech of any of these Terms and Conditions.

Prices and Payment.

Prices contained in Gravotech's published price lists, if any, are subject to change without notice. Prices contained in individual written quotations or proposals are subject to change without notice after thirty (30) days from the date of the quotation. The Customer should verify any pricing changes for quotes older than thirty (30) days before submitting a purchase order. Any changes requested by the Customer to a price quotation or purchase order may result in increased charges by Gravotech in its sole discretion.
Quoted prices do not include taxes or other governmental levies such as customs duties, if any. Customer is solely responsible for paying all taxes or governmental levies resulting from Gravotech’s provision of any Products or Services provided hereunder. Customer shall pay all government fees levied on the installation and inspection of the Products. Customer shall pay upon receipt all invoices rendered by Gravotech for any such items Gravotech may pay and for the Products.

All prices are quoted in United States dollars and payment shall be made by the Customer in United States dollars, no later than thirty (30) days invoice date. All amounts not paid to Gravotech when due shall incur a carrying charge of one point five percent (1.5%) per month to the extent allowed by law and otherwise at the highest written contract rate allowed by law.

In the event that payment is conditioned on post-shipment Services to be provided by Gravotech, such as installation, Customer shall be responsible for any documented increased costs caused by Customer’s failure to reasonably cooperate in facilitating such Services, and any amounts which remain to be paid shall become immediately due and payable.
In the event Customer cancels a Purchase Order, or any term therein, with or without cause, after acceptance by Gravotech of such purchase order but prior to delivery, Customer shall pay to Gravotech as liquidated damages an amount equal to twenty-five (25%) percent of the cancelled Purchase Order, which the Parties agree is a reasonable pre-loss estimate of the damages caused to Gravotech by such cancellation.

Shipping and Delivery.

GeneralShipping dates are estimates based on Gravotech's present engineering and manufacturing capacity and scheduling, and may be revised by Gravotech upon receipt or scheduling of Customer's purchase order. All shipping dates are approximate and shall be computed from the date of entry of the order on Gravotech's books. All shipping dates are further subject to Gravotech's prompt receipt from Customer of a written purchase order or acceptance, letter of credit, down payment, and other conditions as specified in the accepted Purchase Order, and of all drawings, specifications, information and approvals necessary to provide Products and to grant any credit proposed in the accepted Purchase Order.

All Products shall be delivered F.C.A. Gravotech’s dock (Incoterms ® 2010 ICC) unless otherwise agreed in writing by both Parties. All transport costs are borne by the Customer. All risk of loss or damage to Products ordered by Customer shall pass from GRAVOTECH to Customer according to the Incoterm provided in article 3.1.2. Gravotech's non-compliance to the accepted Purchase Order shall not affect the passing of the risk of loss to Customer notwithstanding any provision of law to the contrary. Notwithstanding the above, the Products delivered shall remain property of GRAVOTECH until GRAVOTECH has received payment in full. Until the title to the Products has passed to Customer, Customer shall keep the Products separate from those of Customer and third parties, and keep them properly stored, protected, insured and identified as property of GRAVOTECH. Customer shall be entitled to resell these Products in the ordinary course of its business but shall account to GRAVOTECH for the proceeds of sale of these Products.

In all cases, late deliveries cannot lead to the cancellation of the orders, either wholly or partly, nor they can give right to penalties except when expressly and beforehand accepted by Gravotech and mentioned in the acknowledgment of receipt of the Order with regard to their quantum and their conditions.

Any additional costs associated with a delivery of replacement Products and Parts (including during the warranty period) will be at Customer’s expense, including expedited freight.
If shipment of any item or other performance by Gravotech is delayed at the request of or due to the fault of Customer, Gravotech may, at its option, elect to: (1) hold the item at the risk and expense of the Customer for later shipment, or (2) cancel Customer’s order and impose a 25% restocking fee.Gravotech shall not be in default because of its delay or failure to deliver or perform resulting, in whole or in part, from: (i) any foreign or domestic embargoes, seizures, acts of God, insurrections, acts of war or terrorism, or the adoption or enactment of any law, ordinance, regulation, ruling or order, or (ii) the lack of usual means or transportation, fires, floods, explosions, strikes or any other accidents, contingencies, or events, at Gravotech's facilities or elsewhere (whether or not beyond Gravotech's control) which directly or indirectly interfere with, or render substantially more burdensome Gravotech's production, delivery, or performance.

Specific provisions related to CAD/CAM Software

Unless expressly provided otherwise and accepted by Gravotech, intangible deliveries are made by direct delivery to the Customer and by any telecommunication medium whatsoever at Gravotech’s choice, including by downloading of CAD/CAM Software and of CAD/CAM Software activation licences.
Gravotech shall retain ownership of the physical media enabling the use of the CAD/CAM Software, documentation and related accessories, such as Dongles, Soft Lock key, and license files or attached activation codes up to the full payment of the price in principal and incidental costs and may thus claim the ownership thereof.

In absence of any notice given by the Customer within five (5) days following the delivery, the Customer acknowledges that Product is accepted as is and fit for the expected purpose, and that Gravotech provided him with appropriate information, advice and necessary recommendation.

Upon receipt, any claim regarding non-compliance or obvious defects of Products must be made within seven (7) days after receipt of the Products, by letter with acknowledgement of receipt, sent to Gravotech’s registered office.

Transport claims: In the event of damage or loss occurring during transportation, Customer shall lodge its claim against the carrier within the legal time limits and with respect to the applicable procedures and law. If Customer has not brought appropriate claim against the carrier within the legal time limit and procedures in relation to the defects recorded upon taking possession, Product shall be deemed accepted and non-returnable.

Warranty claims: Only Products in a new and perfect condition (are notably excluded: products damaged during transportation) may be replaced and returned under warranty. As provided in article “Warranties”, they shall be returned DDP, INCOTERM ICC 2010, subject to Gravotech’s prior and express acceptance and in accordance with Gravotech’s Warranty Policy. Returned Products cannot be refunded but solely repaired or replaced by Gravotech.

Specific Product that has been specifically developed outside standard catalogues or that have been changed according to Customer plans shall not be returned or replaced. Warranty terms on specific Product shall be provided by Gravotech.

Drawings, Specifications, etc.

All drawings, specifications, technical documentation, samples, prototypes and Products shall be deemed approved and/or accepted by Customer if Customer does not provide a written objection and/or rejection within five (5) days of receipt or other reasonable time established by Gravotech. Any objection and/or rejection by the Customer must be in writing and state with specificity all defects and non-conformities upon which Customer will rely to support its rejection. Failure to provide such timely notice constitutes a waiver of any such claims by Customer.

Installation and setting up.

All Products shall be assembled and installed by and at the expense of the Customer. Customer shall be responsible for providing premises that are suitable for the installation of the Products. Gravotech shall not be responsible for any structural or other alterations to the Customer’s premises required to permit the installation.

If the Customer is installing the Products, Gravotech may furnish, upon request and without additional cost or creating liability to Gravotech, written instructions for installing, maintaining, and operating the Products. In such case, installations must comply with Gravotech’s installation and directions for use.

At Customer's request and upon acceptance of Gravotech’s quote, Gravotech may furnish personnel and equipment to assist in the installation and/or start-up of the Products. Unless otherwise specified, Customer shall pay Gravotech its prevailing per diem rates for such personnel and equipment plus reasonable transportation, food, lodging and other travel expenses. Customer shall have competent supervisory, maintenance and operating personnel present when Gravotech's personnel are performing such services. Whilst Gravotech is installing the Products, Customer shall be responsible for taking and maintaining appropriate insurance policies to cover Gravotech and its agents whilst at Customer’s premises.
It is Customer's to provide all proper devices, tools, training, and other means that may be necessary effectively to protect all personnel from serious bodily injury which otherwise may result from the method of particular installation, use, operation, or service of the Products. Manuals furnished by Gravotech; ANSI Safety Standards; EPA, OSHA and similar state regulations and other sources should be used by Customer to insure the safe use of the Products. If Customer fails to comply with the obligations set forth in this section, Customer shall indemnify and save Gravotech harmless from any liability or obligation incurred by Gravotech to property or persons injured directly or indirectly in connection with the operation of the Products and all warranties of Gravotech shall become automatically void.

Without prejudice to any other of these conditions, Gravotech’s sole liability in the event of any defect in its installation of the Products shall be to remedy that defect at its own expense. Except for liability for death or personal injury arising out of Gravotech’s gross negligence, Gravotech shall not be liable for any other loss or damage of whatever nature suffered by the Customer arising out of the supply and installation of the Products at the Customer’s premises. Gravotech shall not be liable for any business interruption, economic loss, loss of profits, or of business opportunity, and shortfall in earnings.

The Customer shall be solely responsible for ensuring that the Products are used in compliance with all applicable federal, state and local laws and ordinances.

Specific provisions related to CAD/CAM Software and Dongles

CAD/CAM Software are the software sold under Type 3 brand. Dongle: when associated with a license file or activation code means a license protection and activation key device that can be used for the CAD/CAM Software. A Dongle means the equipment that allows the Customer, when physically connected to the computer on which the Software is installed, to activate and use said Software in accordance with the user license granted. The Dongle is a USB flash drive that contains, in particular, the activation key of the license granted to the Customer. In consequence, the Dongle is essential for using the license and constitutes the physical embodiment thereof.

The granting of a user license to the Customer means the granting of a CAD/CAM Software license, which CAD/CAM Software and related Intellectual Property Rights shall remain the exclusive property of Gravotech. The license right is granted for the sole functionalities that the Customer has effectively bought, in accordance with business negotiations, for a number of users corresponding to the number of licences purchased.

Unless expressly authorised by Gravotech, the licenses are granted on a non-exclusive, non-assignable and non-transferable basis for use by the Customer and/or its employees.
In the event third party software is an integral part of the CAD/CAM Software that Gravotech provides to the Customer, specific conditions of use may be applicable and shall; where applicable, be provided to the Customer.

Gravotech reserves the right to include a security device in the CAD/CAM Software to check that it is used in compliance with licenses granted. Such a device stores data, such as the number of uses and of users. The Customer hereby accepts such device and undertakes not to circumvent or to try to circumvent said device.

To the extent authorized by law, Customer shall not copy or store Embedded or CAD/CAM Software except to make one security copy and for its own use on a single computer in relation to the Products.

Gravotech grants the Customer, for its internal use only, a worldwide non-exclusive, non-transferable, non-assignable, perpetual license ("License") for all user manuals, Embedded Software programs, firmware, and storage media (“Object of License”) provided by Gravotech in conjunction with or within the Products, for the sole purpose of operating the Products. This License terminates automatically if Customer is in breach of one of its obligations. The Object of License may be provided in machine readable object code only. Licensee may make and keep one copy of the Object of License, for the sole backup purpose. When making a copy, the Customer shall reproduce all Gravotech's copyright or intellectual property rights notices in all forms as originally included in the Object of License. Customer shall refrain to obtain or reproduce the Object of License 's source code. Title and all ownership rights related to the Object of License shall remain with Gravotech, its licensors, or its suppliers. The ownership of Object of License and derived intellectual property rights and know-how belongs to Gravotech or its licensors, whether or not any portion thereof is or may be validly copyrighted or patented. The License may not be assigned nor transferred by Customer except as a part of a transfer of the Products itself. The Object of License is provided for the Customer's internal use only and the Customer shall maintain the confidential nature of the Object of License if any and related materials and protect them against unauthorized disclosure or improper use. All disclaimers and limitations applicable to the Products apply to the License.

Gravotech warrants that Products, to the exclusion of CAD/CAM Software, shall fully conform to any and all specifications, descriptions, designs, and drawings applicable to such Products, and shall be free from any defect in material and workmanship for a period of twelve (12) months from the date of invoice, unless specified otherwise in writing by Gravotech. This warranty period assumes normal and recommended use of such Products for 8 hours per day only. The above period shall be reduced on a pro rata basis to reflect the actual daily use of the Products, should the hours of actual use exceed 8 hours per day. The hours of actual use are to be demonstrated to Gravotech’s satisfaction.
CAD/CAM Software warranty: Gravotech warrants for a ninety (90) days period as from the delivery date that CAD/CAM are free from any manufacturing defects and damages with regard to material support or documentation.

No other warranty is given, either express or tacit, with regard to such Software, its quality, its performance, or its capability to meet any specific application. Gravotech does not warrant that Software will work without any bug or discontinuity or that Software will satisfy performances or results expectations, or fit with a particular purpose other than those expressly agreed between the Parties. Gravotech does not undertake to modify Software in order to create new functions or to modify them.

Gravotech does not warrant that Software functionalities meet Customer’s needs, unless such needs have been expressly agreed in writing by Gravotech. Gravotech cannot therefore be liable for any indirect or consequential damages, tangible or immaterial, loss of profit, economic loss, loss of business opportunity, or business interruption, shortfall in earnings arising from the software use.

Broken, lost or stolen Dongles are not included in this warranty. Stolen or broken Dongles shall be re-invoiced according to a specific tariff policy and to the extent that the broken Dongle is returned to Gravotech or upon presentation of an official police report in case of theft. Lost dongles shall entail new billing of the Software according to initial Software price.

The warranty is not affected by any after-sale maintenance of Products by Gravotech or by the existence of any claim brought by Customer against Gravotech.
Gravotech warrants to Customer that the Products will be as described in the Agreement between the Parties in all material respects, subject to the limitations stated herein and Gravotech's published and internal standards; however, Gravotech retains the right to change the dimensions, composition, design, performance, color and appearance of the Products without liability if, in its judgment, the change is non-material. Gravotech may, in its sole discretion, also rely on any generally accepted industry standards.

Gravotech's warranties shall apply only if the Products: (i) have been installed, maintained, and used only in accordance with Gravotech’s recommendation and with Gravotech authorized software and in conformity with Gravotech’s operating manual and/or any instructions furnished by Gravotech from time to time; (ii) have been subjected to normal use for the purpose for which Products were designed; (iii) have not been subjected to misuse, negligence, or accident; and, (iv) have not been altered or repaired by persons other than Gravotech’s appointed staff in any respect which, in the judgment of Gravotech, adversely affects the condition or operation of the Products.

There are no express warranties other than those contained in theSE TERMS AND CONDITIONS. Any representations as to performance and other matters, except as contained in these Terms and Conditions, are for illustrative purposes only and do not constitute a warranty. Whether or not the Products are to be used exclusively by Customer, there shall be no third party beneficiaries to the express warranties contained herein. Gravotech does not warrant any portion of the Products not manufactured by or not furnished by Gravotech (whether or not specified to Customer), but Gravotech shall assign to Customer upon request all assignable warranties of Gravotech's suppliers related to such Products. Gravotech’s warranties shall be void if the software provided by Gravotech is modified or if a third-party software, not provided by Gravotech, is used concurrently with the software provided by Gravotech, without the prior written authorization of Gravotech. All descriptions, shipping specifications and illustrations of the Products and its quality and other systems and capabilities in catalogues, brochures and price lists or otherwise provided by Gravotech are intended for general guidance only and Gravotech is not responsible for any errors or omissions therein or for any loss or damage resulting from reliance on them. Gravotech does not warrant that it or the Products are in compliance with any entity, organization or industry standards, guidelines, or procedures unless specifically contained in these Terms and Conditions or Agreement between the Parties.

The warranty obligation of Gravotech shall apply to defective or non-conforming Products, in accordance with Gravotech Group Customer Warranty Policy. Warranty is limited to the repair or replacement at Gravotech's sole discretion. Notwithstanding the foregoing, if Gravotech elects, it may, upon return of such Products and making a determination of non-conformity or defect, keep the Products and refund the purchase price. Upon Gravotech’s acceptance, Products or any part of the Products to which warranty applies, shall be returned to Gravotech at Customer’s costs and risk. Gravotech then sends the repaired or replaced Products or any part the Products back, EXW Gravotech's dock (Incoterm 2010), for reinstallation by Customer at its own cost.

Customer must contact Gravotech requesting warranty coverage plus a return authorization number and other instructions for the return of Products to Gravotech or other instructions. If requested by Gravotech, Customer shall issue a new purchase order or amendment to Gravotech for replacement parts, subject to Gravotech issuing a credit memo if Customer's claim for warranty coverage is approved. Customer must comply with Gravotech's return instructions (including return of the Products) within thirty (30) days or the claim shall be deemed conclusively to have been abandoned. Customer is responsible for properly tagging, identifying, and packing returned Products. Products returned without compliance with the above procedures shall be returned to Customer at its own cost.

Customer's remedies shall be limited (even in the event of Gravotech's default of its warranty obligations) exclusively to those provided in this section. UNDER NO CIRCUMSTANCES SHALL GRAVOTECH BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL OR LIQUIDATED DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS, LOSS OF PROFITS, OPPORTUNITIES OR PRODUCTION, SHORTFALL IN EARNINGS WHETHER OR NOT ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. Customer waives any causes of action or theories of liability including, but not limited to, those arising under contract, tort, strict liability, product liability, statutes, or otherwise, except as specifically provided by the UCC, as modified and limited herein. The replacement or repair of Products by Gravotech does not give rise to any new warranty except the warranty period provided for herein shall be extended by the length of any period from the date the defective or non-conforming Products are received by Gravotech until the date repaired or replacement Products are delivered to Customer.

GRAVOTECH DISCLAIMS ALL IMPLIED WARRANTIES (OTHER THAN PRODUCT TITLE) INCLUDING BUT NOT LIMITED TO THOSE OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. Gravotech does not warrant that the Products will comply with the requirements of any safety or environmental code or regulation of any federal, state, municipality or other jurisdiction beyond the specific express warranties in these Terms and Conditions. Gravotech does not warrant the accuracy of the patent rights or any other Intellectual property rights of the Products or their non-infringement upon other intellectual property rights.

Parts, Service and Training Performed by Gravotech.

All warranty and non-warranty parts, inspection, labor, service, software, and training, if any, provided by Gravotech or it’s agents and contractors (including those provided under purchase orders subsequent to the Agreement) related to the Products are subject to all limitations and disclaimers of warranties and remedies provided in these Terms and Conditions.

Shall Gravotech provide its staff on Customer’s site, Customer shall ensure access to the Products during or after provision of the Services. Shall Products not be accessible, Gravotech may charge to Customers extra fees in consideration to the impossibility for its staff to work.

Gravotech is not under any duty to inspect the Products for any defects or any improper use or modification of the Products nor to correct or advise the Customer of any such condition, use or modification, which is observed. Any notification which may be given is voluntary and subject to all limitations and disclaimers in the Terms and Conditions or any other Agreement.

OUT OF WARRANTY PERIOD

Out of warranty period, repair works can only be carried out after Customer has agreed in writing on the estimation costs. Without such an agreement within one (1) month from the date of the assessment, all fitting and appraisal costs shall be borne by Customer. Shall Customer ask for repair before any assessment of the costs, fitting, repairs and tests works shall be carried out upon receipt of Customer’s written order, inducing a complete agreement on their costs in consideration of Gravotech‘ s prices in force at the date of the repair.

Customer shall defend, indemnify and hold Gravotech harmless from and against any and all third party claims including infringement claims, damages, and expenses (including reasonable attorney fees) under theories of tort, product liability, negligence (ordinary or gross), warranty, contract, statute, or otherwise arising out of the use, storage, sale, processing or other disposition of the Products, supplies or materials used in connection with the Products, or parts manufactured with the Products, if the action or inaction of the Customer or its employees, customers or agents, or the Customer's design and or technical specifications, or request for customization were a material or proximate cause of injuries or damages giving rise to claims against Gravotech.

Consequential, Incidental, and Other Damages.

CUSTOMER AND THIRD PARTIES SHALL NOT BE ENTITLED TO RECOVER ANY, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES, AS DEFINED IN THE UCC OR OTHERWISE. This limitation shall be enforced regardless of whether Gravotech has defaulted in its warranty or other obligations. Any legal inability to limit or restrict the right of the Customer or a third party to such damages shall not affect the right of Gravotech to indemnification hereunder, and under no circumstance shall Customer recover more than the purchase price of the concerned Product.

Applicable Law, Venue and Dispute Resolution.

The law of the State of Georgia shall apply to all matters arising out of or relating to the interpretation, performance or breach of this Agreement, except that the Federal Arbitration Act shall govern all questions of interpretation and enforcement of the provision requiring arbitration of disputes under this Agreement. The provisions of this Agreement shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. In the event that a court or arbitrator should determine that any provision of this Agreement is overbroad or otherwise unenforceable as written, the parties authorize such court or arbitrator to modify and enforce such provision to the extent the court deems reasonable. If any provision of this Agreement shall be found by a court or arbitrator to be overbroad or otherwise unenforceable and not capable of modification, it shall be severed and the remaining covenants and clauses enforced in accordance with the tenor of this Agreement.

All disputes arising out of or relating to the interpretation, performance or breach of this Agreement shall be submitted exclusively to final and binding arbitration. All such claims shall be submitted to the office of the American Arbitration Association (“AAA”) in Atlanta, Georgia, and such arbitration proceeding shall be conducted by a single arbitrator and governed by the Commercial Arbitration Rules of the AAA. The Parties shall pay equal shares of the fees and costs of the AAA and the arbitrator. The arbitrator shall have the discretion to award legal expenses and fees against the non-prevailing Party and in favor of the prevailing Party. Any award rendered by the arbitrator may be enforced in any court of competent jurisdiction.

Notwithstanding the foregoing, either Party may seek injunctive relief in either the United States District Court for the Northern District of Georgia or the Superior Court of Gwinnett County, Georgia upon a showing of threatened or actual irreparable injury or Gravotech may bring any action to enforce payment in any court of competent jurisdiction, without having to arbitrate, or it may elect to arbitrate such cases.

Venue in these courts shall be exclusive and the parties irrevocably waive any objections to jurisdiction and venue in such courts. The Parties agree that any such action shall be limited to the issue of injunctive relief and that all other issues shall be resolved in arbitration.

Security Interest, Power of Attorney.

The Customer hereby grants a security interest to Gravotech in all Products and documents related thereto and proceeds and products therefrom (collectively, “collateral”) to secure all obligations of the Customer to Gravotech, whether or not arising under the Agreement. Customer irrevocably authorizes Gravotech to file financing statements and amendments thereto evidencing its security interest in collateral. Customer will, upon, request of Gravotech, provide such information as Gravotech may reasonably require in connection with such financing statements. All sales under these Terms and Conditions shall be subject to the Uniform Commercial Code as adopted by any applicable jurisdiction.

Proprietary Information.

Customer acknowledges that any information disclosed to Gravotech has not and will not be confidential or a trade secret unless clearly and conspicuously noted on the disclosure, or in some other writing delivered to Gravotech at or prior to the time of the disclosure. Otherwise, Gravotech shall be under no obligation to refrain from using in its business any information, manufacturing processes or non patented disclosures which may pass to it from Customer in the performance of the Agreement.

All proposals, plans, specifications, drawings, commercial information and other information furnished by Gravotech in bidding, negotiating and performing the Agreement, are confidential and the property of Gravotech and shall not be shown or disclosed to any other bidder, nor to any third party nor used by Customer except as may be necessary for the selection or use of the Products.

INTELLECTUAL PROPERTY

The GRAVOTECH GROUP and any of its Affiliated companies remains the sole owner of all its intellectual property rights, including without limitation its know-how, patents, designs, copyright, trademarks, service or manufacturing brands, domains, business name or company name, (altogether hereafter IP Rights) in connection with its products or activity. The sale of the Products to Customer cannot be construed as a transfer of ownership of any IP Rights unless otherwise agreed in writing. Customer shall not acquire any right express or implied upon GRAVOTECH GROUP patent, trademarks or copyrights or any other IP Rights and undertakes to refrain from filing, patent, trademarks, names or domain names or more generally IP rights that might conflict with those used, filed or registered by the GRAVOTECH GROUP. Customer shall, act diligently to allow Gravotech or any other entity of the GRAVOTECH GROUP to maintain the trademarks in their entirety, and avoid defamation, distortion, substitution, unauthorized commercial use, or use in association with another company name.

GRAVOTECH GROUP retains the exclusive property rights including IP Rights to blueprints, information and technical documents used for installation, maintenance, total or part manufacturing of equipment, products and/or spare parts, transmitted to Customer before or after the conclusion of the sale. Unless accepted by Gravotech in writing or unless permitted by law, Embedded Software and CAD/CAM Software cannot be copied, given free of payment, sold, transferred wholly or partly to third parties, neither the related document, nor information or exploitation results. Embedded and CAD/CAM Software are protected by copyright laws and by applicable international conventions. Any discompilation, dismantling, derivatives developments, reproduction or distribution of software, wholly or partly is forbidden. Customer shall not give access to Embedded or CAD/CAM Software except to its own employees whom being submitted to the same obligation and in compliance with granted licenses. Any breach of such provision would be punished under applicable law.
The result of any specific development made on Products by Gravotech related to any Purchase Order, whether patentable or not, including but not limited to equipment, consumables and software, remain the exclusive property of Gravotech unless beforehand expressly agreed otherwise between the Parties. Gravotech reserves the right to use such developments, results or information as it deems appropriate and to proceed or not to the filing an registration of any IP rights.

If in Gravotech’s reasonable opinion, Product is likely to become the subject of an infringement claim, Customer hereby permit Gravotech, at Gravotech’s sole option and expense, either to secure for Customer the right to continue using the Product or software or to modify it, or replace it with another product or program which is functionally equivalent. If neither of the foregoing options is available on terms which are reasonable in Gravotech’s judgment, Customer shall destroy or return said Product or Software, and all copies thereof (if any), to Gravotech within one (1) month from Gravotech's written request. In such a case, Gravotech shall grant Customer a credit for the corresponding product price or Software fees.

This Section states Gravotech’s entire liability and Customer’s exclusive remedy for any claim of infringement of Intellectual Property rights under these Terms and Conditions or any related Agreement.

Time for Bringing Action.

Any proceeding by the Customer for breach of this Terms and Conditions or any related Agreement or any other right against Gravotech arising from or in connection with the payment cannot be filed nor maintained unless: (i) it is commenced within one (1) year after the cause of action has accrued; and (ii) Customer has given timely written notice to Gravotech of its claim as provided herein; and (iii) Customer deposits the unpaid portion of the purchase price with the tribunal pending final adjudication. A cause of action shall accrue no later than shipment of the Products.