1) PURPOSE

These GTC set out general terms and conditions that apply to all Agreements between Visitech and its Customers where Visitech supplies Visitech Products to the Customer, whether under framework or Call-off orders, unless otherwise agreed in writing.

2) DEFINITIONS

“Agreement” means these GTC together with the Confirmation and any confirmed Order(s).
“Call-off Order” means a request for delivery of part of the volume specified in a Frame Order.
“Clause” is a reference to a clause in these GTC.
“Customer Products” means any products, equipment, or technology produced or sold by or on behalf of the Customer (otherwise than by Visitech).
“Confirmation” means Visitech’s written confirmation of Customer’s Order, which shall be deemed to incorporate these GTC in full, and which may include amendments to the Order.
“Credit Support” means any letter of credit, prepayment, guarantee or other credit support.
“Customer” the entity placing the Order, unless otherwise specified in the Agreement.
“Dispute” means any dispute or claim that arises out of or in connection with an Order, Confirmation or Agreement, their performance, validity or enforceability, including non-contractual Disputes.
“delivery,” “deliver,” and “delivered” means Visitech making the Visitech Products available to the Customer or its carrier at the Delivery Point unless otherwise specified in the Agreement.
“Delivery Period” is the date range specified for Delivery in the Agreement.
“Delivery Point” is the place specified for Delivery in the Agreement.
“Frame Order” means an Order for a volume of Visitech Products, which are to be requested and delivered pursuant to Call-off Orders over the period specified in the Agreement.
“FM” means force majeure, as further defined in Clause 9).
“GTC” means this document.
“including” or “includes” shall be deemed to be followed by the words “without limitation”.
“Incoterms” means Incoterms® 2020, unless otherwise agreed.
“Interest Rate” the lower of: (i) 10% per annum, or (ii) the maximum rate permitted by law.
“Liability” means every kind of loss, damage or liability howsoever arising under or in connection with an Order, Confirmation or any Agreement including in contract, tort, negligence, statutory breach, misrepresentation, restitution or otherwise.
“Order” means an order, request for contract, Frame Order, or Call-off Order that Customer places with Visitech requesting the production, distribution or supply of Visitech Products to or on behalf of the Customer, whether online, by email, telephone or other means.
“Price” has the meaning given to it in Clause 6).
“RMA” means the Return Material Approval procedure in Clause 8).
“Visitech” means Visitech Lithography AS, or the Visitech company specified in the Confirmation.
“Visitech Products” means the Visitech Products specified in the Agreement.
“Warranty” means the limited warranty given in Clause 8).
“Specification” means the specification for the Visitech Products set out in, attached to, or incorporated by reference in the Agreement. If Specifications have not been attached or referred to in the Agreement, the Specifications shall be deemed to be Visitech’s typical specifications for Visitech Products meeting the description in the Confirmation.

3) TERMS OF THE AGREEMENT

3.1 When Customer places a call-off Order or a Frame Order, this constitutes an offer by the Customer to purchase Visitech Products in accordance with these GTC. Visitech’s written Confirmation constitutes acceptance of the Order on the terms set out in these GTC, together with any additional terms/conditions accepted or modified by Visitech in the Confirmation.

3.2 Any confirmed Call-off Order / additional Order shall be incorporated into the Agreement.

3.3 In the event of any conflict of provisions in the Agreement, the following order of precedence shall apply: (i) Confirmation, (ii) GTC, (iii) Order (iv) Call-off Order.

3.4 Samples, drawings, descriptive matter, or advertising produced by Visitech and any descriptions contained in our website, catalogues or brochures shall not form part of the Agreement or have any contractual force unless otherwise agreed in writing.

3.5 The Agreement shall specify the requirements for volume/delivery forecasts and any required time periods and volumes for Frame Orders and Call-off Orders. Where not specified, Visitech may accept, decline, amend and perform Customer’s Orders in its sole reasonable discretion.

3.6 The Agreement constitutes the entire agreement between Visitech and Customer with respect to its subject matter. Customer acknowledges and agrees that it has not and shall not rely on or make any claim based on any matter (whether written or oral, express or implied) that is not set out expressly in the Agreement.

4) VISITECH PRODUCTS / SPECIFICATIONS

4.1 The Customer is responsible for determining the suitability of the Visitech Products for any particular use or application, including with respect to use in any Customer Products.

4.2 The Visitech Products shall be manufactured, packed and delivered in accordance with normal industry standards at the point of origin.

4.3 Visitech specifically excludes any terms or conditions, including as to quality and fitness for purpose of the Visitech Products, implied by law (including under the Sale of Goods Act), trade custom or practice, by any course of dealing, or that Customer seeks to impose or incorporate.

4.4 The results of quality and quantity checks carried out by Visitech (or its representatives) before dispatching the Visitech Products shall be final and binding on both parties for invoicing.

5) DELIVERY, TITLE AND RISK, PACKAGING

5.1 If the Delivery Point and applicable Incoterms are not specified in the Agreement delivery shall take place and risk shall transfer to the Customer upon Visitech making the Visitech Products available to the Customer for collection at the point of origin, Incoterms [EXW]; title shall pass upon payment of the Price for the relevant Visitech Products; and the Customer pays all costs of export/import, transport and insurance.

5.2 All Delivery Periods are indicative estimates given by Visitech without guarantee. Visitech shall make reasonable efforts to deliver within the Delivery Period(s), but time shall not be of the essence and except as expressly provided below, all Liability and any right to reject the Visitech Products for Delivery delays is hereby excluded.

5.3 Where the Agreement requires Customer to provide any forecasts or information, Visitech’s performance is subject to Customer’s timely and accurate provision of the same.

5.4 Customer is only entitled to claim damages for late delivery if and to the extent that it suffers direct documented losses that result from a deliberate, fraudulent or grossly negligent breach of the Agreement by Visitech, subject to the general limits in Clause 13).

5.5 If the Customer fails to accept any of the Visitech Products under an Agreement when tendered for delivery by Visitech, Visitech is entitled to re-sell those Visitech Products, and Customer must nevertheless pay Visitech the full Price for such Visitech Products together with any other incremental costs including for storage. Visitech shall refund to Customer any part of such Price that Visitech recovers on resale, less Visitech’s costs and expenses, and a reasonable administration fee.

5.6 Where the Agreement specifies multiple consignments or a term but does not specify Delivery Periods and consignment volumes, the Deliveries will be based on Call-off Orders and subject to acceptance by Visitech, unless otherwise agreed in writing.

6) PRICE AND PAYMENT

6.1 The Price is the price applicable to the relevant Visitech Product(s) at the time of placing the Order, which shall be as per Visitech’s latest price lists or price tables for the Product(s), or as otherwise provided for in any Agreement. Visitech reserves the right to increase its Prices from time to time, upon notification to the Customer. The Price excludes all taxes and duties, which shall be payable by the Customer in addition.

6.2 If the Agreement requires Buyer to provide Credit Support, Visitech shall not be required to deliver any of the Visitech Products unless and until that Credit Support has been provided.

6.3 Unless otherwise agreed, Credit Support in the form of an irrevocable on-demand bank guarantee from a first-class international bank shall be required with respect to all Frame Orders or framework agreements, for 25% of the total estimated Price of the Visitech Products.

6.4 The due date for invoices is 30 days (day 1 being the date of the invoice).

6.5 Customer shall make all payments by or before the due date, in full without deduction, withholding or setoff. The existence of any Dispute shall not affect Customer’s obligation to pay in full and on time.

6.6 Where Visitech Products are delivered in multiple consignments, the Price for each consignment shall be invoiced and fall due individually. No delay or Dispute for one consignment entitles Customer to delay or withhold payment for other consignments.

6.7 Invoices not paid by the due date shall accrue interest at the Interest Rate and Visitech reserves the right to invoice Customer for all reasonable debt recovery costs.

7) DEFECTIVE PRODUCTS

7.1 If any Visitech Products are missing or defective such that they cannot be used by the Customer, Customer must notify Visitech in writing within 5 days of delivery. Visitech shall have the option to repair or replace the defective Visitech Products, which shall be Buyer’s sole and exclusive remedy for defective Visitech Products.

7.2 Visitech shall have no Liability whatsoever with respect to the relevant Visitech Products if: (a) Customer fails to notify Visitech of any missing or defective Visitech Products in accordance with Clause 7.1; or (b) the Customer has used, altered, attempted repairs or damaged the Visitech Product(s); or (c) a defect arises because the Customer failed to follow any relevant instructions and/or good trade practice for the storage, commissioning, installation, use and maintenance of the Visitech Products; or (d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions by the Customer.

8) WARRANTY / RMA / SPARES

8.1 Under the Warranty and RMA, Visitech offers the repair or replacement of defective Visitech Products.

8.2 Unless otherwise specified in the Agreement: (a) new Visitech Products come with a 12-month Warranty starting from the first date of the manufacturing week, as noted in the serial number of the Visitech Products; and (b) repaired or replaced Visitech Products/parts thereof come with a 6-month warranty from the date of the first repair or replacement.

8.3 This warranty does not cover expected light source degradation. Notwithstanding the foregoing, Visitech shall not be liable for any defects that are caused by neglect, misuse or mistreatment by an entity other than Visitech, including improper installation or testing, or for any products that have been altered or modified in any way by an entity other than Visitech. Moreover, Visitech shall not be liable for any defects that result from Buyer’s design, specifications or instructions. Testing and other quality control techniques are used to the extent Visitech deems necessary or as mandated by government requirements. Visitech does not test all parameters of each product.

8.4 Visitech’s warranty excludes DMD devices in products where the DMD is exposed and not enclosed in a suitable optical system or properly cooled per specified by the manufacturer. In addition, the DMD warranty is excluded where the selected light source does not comply with the original DMD specification. Typically, each DMD and associated hardware are tested before shipping. If shipping damage is suspected, contact Visitech operations before operation of the product.

8.5 Any replacement of a DMD or LED purchased by customer is at the customer’s own risk.

8.6 All customer complaints shall be submitted in the Customer Support Request form, https://forms.office.com/e/CdsHUGr0iq . Visitech shall review the Customer Complain Application within 2 business days with the confirmation of whether the application is accepted or rejected.

8.7 If the warranty claim application is accepted, Visitech shall send replacement parts within 1 week of the acceptance or will return repaired parts within timely manner of receipt by Visitech of the parts (as the case may be), and the reasonable transport costs will be borne by Visitech.

8.8 Repairs will be made and replacement parts will be shipped from Visitech’s factory in Shanghai China, or such other place selected by Visitech in its sole discretion.

8.9 All other support, servicing, upgrades and spares are subject to additional fees. If the Customer requests repairs or replacements outside the Warranty or otherwise than as specified in the Agreement, then Visitech’s acceptance of such request shall be in its sole discretion and subject to Customer’s prepayment of all associated fees and expenses. In such cases, Visitech shall provide Customer with a quote or estimate in advance.

9) INTELLECTUAL PROPERTY

9.1 If an order includes software or other intellectual property, such software or other intellectual property is provided by Visitech to Customer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.

10) FORCE MAJEURE

10.1 If, due to FM, either party is prevented from or delayed in performing its obligations (other than payment), then the affected party shall promptly notify the other party, and the affected party shall not be in breach of the Agreement or otherwise incur any Liability for such failure or delay. The time for performance of the affected obligations shall be extended until the FM ceases.

10.2 FM means any circumstance outside a party’s reasonable control including but not limited to acts of God, extreme weather and natural disaster; epidemic/pandemic; terrorist attack, cyber-attack, war or threat of war, armed conflict, civil commotion or riots; contamination from nuclear, chemical or biological sources; sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent to Visitech; breakdown or disablement in Visitech’s means of transportation of the Visitech Products, plants or equipment; any labour or trade dispute, strikes, industrial action or lockouts affecting Visitech; and non-performance by Visitech’s suppliers or subcontractors.

10.3 Financial hardship or loss of profitability is not FM.

10.4 If FM continues for 45 consecutive days or more, Visitech may terminate the Agreement without any Liability.

11) SUSPENSION AND TERMINATION

11.1 Without affecting any other right or remedy of Visitech, Visitech may suspend or terminate the Agreement immediately if any of the following occur:

(a) Customer fails to pay any invoice when due.

(b) Customer fails to accept the Visitech Products when tendered for delivery by Visitech.

(c) Customer commits a material breach of the Agreement, and if such breach is remediable, fails to remedy it within 3 days of being notified to do so.

(d) Customer becomes unable to pay its debts as they fall due, or enters into any form of receivership, administration, liquidation, winding up, or any composition or arrangement with its creditors, or suspends or threatens to suspend its business, or in Visitech’s reasonable opinion has suffered a material adverse change in its financial standing.

(e) Visitech reasonably believes there has been or will be a breach by the Customer of Clause 11 (Compliance).

11.2 The Customer may cancel an Order if Visitech has failed to deliver the Visitech Products within 90 days after the end of the planned Delivery Period, save where the delay is a result of Buyer’s breach or of FM. In such a case, the termination shall be without Liability for either party.

11.3 Any termination shall not affect any accrued rights and obligations of the parties, nor shall it affect any provision of the Agreement that expressly/impliedly is intended to continue in force on or after termination.

12) COMPLIANCE

12.1 In this clause “Customer” includes all of Customer’s group companies, subcontractors, agents, officers and employees.

12.2 Customer and Visitech shall in connection with the Agreement comply with all applicable laws, statutes and regulations and codes, and with any codes of conduct issued by Visitech. By placing an Order Customer warrants that it has and will comply with this clause.

12.3 Customer shall not place an Order or take any action or make any omission (whether in connection with the Agreement or otherwise) that may expose Visitech to a risk of: becoming sanctioned or being placed on any list of sanctioned or specially designated persons or asset freezes; violating any economic, trade and financial sanctions imposed by a relevant sanctioning body, including but not limited to Norway, United Nations, EU, USA, and the UK, or being subject to investigation.

13) INDEMNITY – CUSTOMER PRODUCTS

13.1 In connection with the supply or use of Customer’s Products: Customer shall indemnify Visitech against all liabilities, costs, expenses, damages and losses, whether direct, indirect or consequential, and, all interest, penalties and legal costs (calculated on a full indemnity basis), and all and other professional costs and expenses suffered or incurred by Visitech arising out of or in connection with any claim made for actual or alleged infringement of a third party’s intellectual property rights or any product liability or other third party liability.

14) GENERAL LIMITATIONS & EXCLUSIONS

14.1 Visitech’s maximum Liability to Customer shall be capped at 50% of the Price for the quantity of Visitech Products specified in the Agreement.

14.2 Visitech specifically excludes all Liability to the Customer for the following: loss of profits; loss of sales, business or contracts; loss of anticipated savings; loss of or damage to goodwill; and indirect or consequential losses.

14.3 Nothing in this Clause, these GTC or any Agreement limits Liability in contravention of the governing law of the Agreement, including but not limited to Liability for fraud, or for death/personal injury that is caused deliberately or negligently

15) GOVERNING LAW AND ARBITRATION

15.1 All Orders, Confirmations, Agreements and Disputes shall be governed by and construed in accordance with the laws of England.

15.2 Any Dispute shall be referred to and finally resolved by arbitration under the LCIA Rules then in force, which rules are deemed to be incorporated by reference to this clause. The seat or legal place of the arbitration shall be London, England (but may be conducted remotely). The language used shall be English. There shall be 3 arbitrators, one appointed by each party, and the third appointed by those two arbitrators.
15.3 The United Nations Convention for the International Sale of Goods is excluded.

16) OTHER PROVISIONS

16.1 Notices must be given in writing (email shall be acceptable if such contact details are specified in the Agreement). Visitech may serve notices upon Customer using the contact details of the person placing the Order or as otherwise set out in the Order. The recipient of a notice shall promptly acknowledge receipt if requested to do so.

16.2 If any part of these GTC or an Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified or deleted to the minimum extent necessary to make it valid, legal and enforceable. This shall not otherwise affect the validity and enforceability of the Agreement.

16.3 The Customer may not assign or otherwise transfer the Agreement.

16.4 The Agreement may only be varied by a written agreement by the parties’ duly authorised representatives.

16.5 No failure or delay to exercise any right or remedy shall constitute a waiver by Visitech.

16.6 No one other than the Customer or Visitech may enforce a term of any Agreement or rely upon it, unless expressly specified.

Updated and effective from: January 14, 2025