General Conditions of Supply
1. Acceptance of the Commercial Proposal
- 1.1. These General Conditions of Supply are an integral part of the COMMERCIAL PROPOSAL and define the terms, the rights and obligations for the commercial operations between Dynamox Soluções Criativas Ltda (DYNAMOX) and its customers (PURCHASER). These conditions apply to all DYNAMOX products and services, unless expressly modified in the Commercial Proposal, or in a contract signed between the parties, expressly replacing or changing these conditions.
- 1.2. The issuance of a purchase order, contract, or equivalent document by the CUSTOMER characterizes the acceptance of all the conditions of the DYNAMOX commercial and of these General Conditions of Supply.
- 1.3. Acceptance by DYNAMOX of a purchase order, contract, or equivalent document issued by the CUSTOMER shall only occur expressly and not after expiration of a specific deadline.
- 2.1. The product or service, purpose of the supply, is defined in the Commercial Proposal that accompanies this document.
- 2.2.1. DYNAMOX will make available a Basic Plan of free access to the Mobile Application and Web Platform functionalities, and the PURCHASER will be able to hire Plans with additional functionalities at any moment, according to the necessity, for the price and conditions in force at the moment of the hiring.
3. Payment and Conditions
- 3.1. The form of payment is the one set in the Commercial Proposal or other that is expressly stipulated between DYNAMOX and the PURCHASER.
- 3.2. In the event of late payment, the PURCHASER shall bear a fine of ten percent (10%) on the amount due, plus interest at the rate of 1% per month and monetary correction by the IGP-M / FGV, in proportion to the day, from the date of beginning of the delay until the date of the effective payment. Condition valid for supplies in Brazil only.
- 3.3. If the payment delay persists for a period exceeding sixty (60) days, DYNAMOX may suspend the access of the PURCHASER to the Software of the acquired Solution, until the payments are settled, and may also include the name of the PURCHASER in a defaulters list, in compliance with the governing law.
4. Warranty and Warranty Limitations
- 4.1. DYNAMOX warrants that the products will be delivered free of manufacturing defects, under the rules contained in this clause and in the Warranty Term specific to the item purchased.
- 4.2. DYNAMOX products have a warranty period of twelve (12) months from the date of issue of the sales invoice.
- 4.3. The warranties set herein are not applied to repairs or replacements required to equipment because: (I) of accident, misuse, neglect, failure to maintain in accordance with manufacturer specifications, or causes other than ordinary use set by DYNAMOX and (II) in case the product has been opened or been target of any intervention not authorized by DYNAMOX or professional expressly indicated.
- 4.4. Within the warranty period, DYNAMOX will take responsibility for the repair of products that present manufacturing defects, and when that is not possible, will promote its replacement.
- 4.5. Upon identifying a manufacturing defect, the PURCHASER shall notify DYNAMOX formally indicating at least: DYNAMOX sales invoice number, type and serial number of the equipment and situation in which the defect occurred.
- 4.6. With the equipment in its possession, DYNAMOX will make a diagnosis free of charge to the PURCHASER and, in case the defect or malfunction is not covered by the warranty, DYNAMOX will issue a proposal for replacement.
- 4.7. If the defect is covered by the warranty, DYNAMOX will notify the PURCHASER about the time required for the replacement. DYNAMOX does not guarantee prompt availability for replacement of the items.
- 4.8. Shipping expenses from the PURCHASER facility to DYNAMOX and back are the responsibility of the PURCHASER.
5. Intellectual Property Rights and Confidentiality
- 5.1. Intellectual Property of Products
- 5.1.1. The PURCHASER acknowledges that the products acquired through this agreement were designed and developed by DYNAMOX and that it is the sole owner of the Intellectual Property Rights of the same, and this instrument does not transfer, in any way, partially or in full, the Intellectual Property of those products.
- 5.1.2. The PURCHASER is expressly forbidden to copy, alter, disassemble, decompile, reverse engineer or take any action to obtain equipment with the same functionalities as those of this agreement without the prior written consent of DYNAMOX.
- 5.2. Intellectual Property of Dynamox Software
- 5.2.1. Through this agreement, DYNAMOX grants the PURCHASER the right of access to its Software, remotely through the Mobile Application and the Web Platform, not implying in any way any license or assignment of Intellectual Property.
- 5.2.2. The PURCHASER acknowledges that the DYNAMOX Mobile Application and the Web Platform Software, including its source code and all its features and designs, are the Intellectual Property of DYNAMOX and it cannot, under any circumstances, transfer them to third parties or use them outside the purchased solution in any way or for any purpose other than that expressly authorized in this Agreement, or with products and equipment that are not produced by DYNAMOX.
- 5.2.3. The PURCHASER, in addition to the restrictions provided by applicable law and other clauses of this agreement, is forbidden to: (I), create derivative works based on the DYNAMOX Software, (II) by itself or through third parties, copy, alter, disassemble, decompile, reverse engineer or take any action to obtain the source code of the Software, nor (III) access the Source Code of the Software, for any purpose.
- 5.3. It is the duty of the PURCHASER to maintain confidentiality about all technical information of the equipment provided herein, and of the software made available, being forbidden to reveal or transmit them to third parties, except members of the commercial network of DYNAMOX contracted under confidentiality clauses.
- 5.4. PRAZO: DURATION: The duties provided for in the Clause 5 shall remain in force, and the PURCHASER shall observe them for an indefinite period of time and in case of a breach, the penalties provided by applicable law and under this agreement will be applied.
6. Data Property
- 6.1. Data collected through DYNAMOX’s hardware and / or software acquired and installed by the PURCHASER, is owned by the purchaser.
6.2. DYNAMOX is hereby authorized to use the collected data for statistical purposes, product development and improvement, provided it does not disclose or pass the data on to third parties, except with specific written consent.
- 7.1. Of the PURCHASER
- 7.1.1. Make the payments, in accordance with terms and conditions agreed by the parties and stated in the Commercial Proposal.
- 7.1.2. Acknowledge and share the terms of warranty of the purchased products and contact the DYNAMOX Technical Support for needed clarifications.
- 7.1.3. If notified of a defect product recall, send immediately to DYNAMOX all products purchased and identified for the specific recall.
- 7.2. From DYNAMOX
- 7.2.1. Supply the hired equipment, software and services with the characteristics defined in the Commercial Proposal, within the deadline agreed between the parties.
7.2.2. Provide the PURCHASER with the necessary clarifications of use of the Solutions, which shall be requested in writing, allowing a reasonable time for the DYNAMOX team to return.
8. Proposal Cancellation and Default
- 8.1. DYNAMOX may refuse to supply an order, even after acceptance of this agreement, in which case it will return to the PURCHASER the amounts eventually paid for.
- 8.1.1. DYNAMOX will not be liable for any type of compensation or indemnity of any nature to the PURCHASER, aside of the return of the amounts paid, in case a Purchase Order cannot be attended.
- 8.2. In the event the PURCHASER cancels this contract before the Purchase Order delivery, DYNAMOX shall be compensated for the losses caused by the cancellation, as long it proves the impossibility to sell the products listed in the Commercial Proposal to third parties.
8.3. In case of the PURCHASER’s default after delivery of the products, DYNAMOX may suspend software Application access and endeavor all efforts to collect the amounts due, as provided in clause 3.3.
9. General Dispositions
- 9.1. In no event will DYNAMOX be liable for damages and losses of any kind, loss of profits, indirect damages and damages suffered by the PURCHASER or third parties.
- 9.2. These General Conditions of Supply bind the parties and their successors.
- 9.3. Amendments and additions shall only be applicable upon written agreement between the parties.
- 9.4. These General Conditions of Supply, as well as contents of the Commercial Proposal are confidential. It is forbidden to copy or distribute its content for a different purpose then for what these documents are intended.
10. Governing Law
- 10.1. The interpretation and application of these terms shall be made in accordance with Brazilian laws, and the parties elect the jurisdiction of the Capital District of the State of Santa Catarina, Brazil to resolve any doubts and / or controversies arising from the interpretation and / or execution of this instrument, to the exclusion of any other, however privileged it may be.
- Version 1.0 of April 1st, 2019.