1. Introduction

These Terms and Conditions (referred to subsequently as “Terms”) apply to all purchases of Varjo products (including, without limitation, hardware, accessories and/or software or third party items) (“Products”) or services (including, without limitation memberships or other special services for our developers) (“Services”) which are sold by: (a) us, the Seller, Varjo Technologies Oy, 2773901-6, Vuorikatu 20, 00100 Helsinki, Finland (“Varjo”, “we”, “us”, or “our”) to (b) you, the purchaser. You warrant and represent to us that you contract with us exclusively under these Terms in the course of a business and not as a consumer. You further warrant and represent that information provided by you when placing your order is current and accurate. We have no responsibility or liability for inaccurate information or information that later becomes outdated, and we have no obligation to make efforts to determine the correct information. By placing an order, you are agreeing to be bound by these Terms. Ifyou do not agree with these Terms, you may not order Products and Services. Additional terms may apply to your use of Products and Services.

2. Additional Terms and Policies

2.1 Your purchase and use of Products and Services are subject to the applicable terms and conditions for those Products and Services. If you purchase a Product, your purchase is subject to our Limited Business Warranty.

2.2 You acknowledge and agree that you may need an active subscription or license from Varjo to use the functionalities of the Product and receive software updates & upgrades and/or other support services offered in connection of the purchase. To subscribe you need to create a Varjo Account and agree on the Terms of Service when You activate the subscription. Where any Product supplied either is or includes software (“Software”), this Software is licensed by us or by the relevant licensor/owner subject to the Varjo End-User License Agreement or any other license terms included with the Software (“License Terms”) and/or the Product, and available at EULA.

2.3 The hardware, software, accessories, and third party items constituting Products are proprietary to Varjo (or its licensors, suppliers, or other such third parties) and are subject to intellectual property laws. As between Varjo and you, all right, title, and interest in all intellectual property rights in and to the Products are vested in and are the sole and exclusive property of Varjo (or its licensors, suppliers, or other such third parties, as applicable). Unless expressly stated otherwise, no right, title, or interest in or to any intellectual property rights including, without limitation, to any trademarks, service marks, or trade names of Varjo, are granted hereunder. You may not decompile, reverse engineer, or otherwise disassemble the Products. Varjo reserves any and all rights not expressly granted to you hereunder.

2.4 Before you use our Product, you agree to read our Quick Guide, Product and Safety Guide and comply with the instructions provided in them.

2.5 Your purchase and use may also be subject to (and you agree to comply with) the applicable terms and conditions, agreements, and policies offered by third parties with respect to products or services offered by third parties. You are solely responsible for compliance with all third-party license agreement(s) applicable to third party products and services. We or such third party may modify the third-party license agreements and any applicable use restrictions for such third-party products or services from time to time and it is your responsibility to check for updates to these license agreements or use restrictions.

3. Offer and Confirmation

3.1 Varjo will make every effort to ensure that Products and Services appearing on the quote or sales order are available, but we cannot guarantee that all items are immediately available when you submit your order. If we are not able toprocess your order, we will reject it (without liability) and refund any prior payment that you have made for such Products or Services.

3.2 No contract for the purchase and sale of Products and Services will come into force between you and us unless and until we confirm your order as described below. We will not take payment for product purchases until such confirmation. Prior to such confirmation, we may decline or reject your order, and upon doing so we will attempt to notify you. Some reasons for rejection can include: (a) the Product or Service to be supplied is no longer available; (b) there was an error in the price; (c) you are not located in the Territory (defined below); and (d) the information you submitted to us is inadequate, inaccurate or false. We will refund you the full amount including any delivery costs of any payment you have made for the canceled order.

3.3 After you place an order, you may receive a communication from us acknowledging that we have received your order (“Order Acknowledgement”). Please note that receiving the Order Acknowledgement does not mean that your order has been confirmed. We will provide our confirmation of your order by sending you a communication that confirms that the order has been processed, the Services have commenced, or the Products have been dispatched or shipped (“Confirmation”). The contract between us in relation to the applicable Products or Services will be formed when we send you the Confirmation.

3.4 Varjo reserves the right to limit the amount of Products you can buy at any one time.

4. Ordering Process

4.1 Products and Services are for business use only and purchase requires a valid tax ID number (VAT ID in EU or EIN in United States). Purchased Products can be delivered only to the same country where your tax ID is registered.

4.2 All necessary data for the payment and delivery will be inquired when you place the order. You will be asked to provide contact and business information (company name, company tax registration number, shipping address, contact details and payment method) to set up your order. We may also create a Varjo account for following up your order and contacting Varjo support. Our Privacy Policy describes how we collect, use, and disclose information about you.

4.3 When your order is ready for dispatch, you will receive a delivery confirmation email with tracking number.

4.4 The countries where Varjo delivers to are listed at https://varjo.com/purchase/  (“Territory”)

5. Prices

5.1 Prices (unless stated otherwise) are in the currency quoted on the quote or salesorder and are those in effect at the time of the Confirmation. In case the prices are quoted incorrectly on the quote or sales order the correct price will be notified to you prior to the contract coming into force. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled. If the Prices indicated on the quote or sales order are incorrect, Varjo reserves the right, at our sole discretion, to cancel your order and refund to you the amount that you paid, regardless of how the error occurred.

5.2 We have the right at any time prior to our Confirmation to withdraw any discount and/or to revise prices of Products or Services. If you continue with fulfilment of the order, you accept the revised pricing for the Product or Service.

5.3 We may change prices for Products and Services without notice , and we may refuse or cancel orders at any time and in our sole discretion.

5.4 If your purchase or use of Products or Services is subject to any type of use or sales tax, duty or other tax or fee, then we may charge you for those taxes, which are your responsibility. Applicable taxes may be presented during the point of sale.

6. Payment Methods

6.1 Payment shall be made via a bank transfer according to the payment terms as defined in sales order. Instructions are provided as part of the prepayment request or invoice. If the payment term is prepayment and you do not make the bank transfer within 30 days from your order, Varjo reserves the right to cancel your order.

6.2 After making an order successfully, you will receive order confirmation to the contact email address you provided. Order confirmation includes ordered items and pricing.

7. Delivery

7.1 Delivery of Products is included in the price, there is no separate fee for delivery. We will send a dispatch notification email with tracking number when your order is shipped.

7.2 Any delivery time schedules or dates specified on the quote or sales order , or otherwise by Varjo are estimates only and Varjo does not guarantee or undertake to dispatch Products and/or commence Services by a particular date or dates and shall not be liable to you in respect of delays or failure to do so.

7.3 Delivery shall be made to a valid address within the Territory submitted by you and subject to Confirmation (“Delivery Address”). You must check the Delivery Address on any Confirmation and notify us promptly of any errors or omissions. Varjo reserves the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order or errors in the information.

7.4 Risk of loss of or damage to the Products passes to you as soon as the Products have been delivered by Varjo to the carrier. You are responsible for checking the Products upon delivery and promptly informing the insurer in writing if there is any damage to or loss of Products or any part thereof in transit. You must enclose relevant documentation and provide additional information as may be requested by the insurer. Nothing in these Terms limit your statutory rights to reject physical goods that, when received by you, are damaged or defective.

8. Cancellations and returns

Except as expressly set forth in the Limited Business Warranty (defined below), Varjo does not offer cancellation or return of orders. You may cancel your order ofProducts at any time prior to order Confirmation. Nothing in this paragraph will reduce or otherwise affect your statutory rights in relation to Products.

9. Warranty

9.1 All Product specifications, illustrations, drawings, dimensions, performance data and other information made available by Varjo do not constitute a warranty or representation that the Products will conform with such information.

9.2 You will only have the benefit of the Limited Business Warranty for the Products supplied to you, and as supplied with the Product (“Limited Business Warranty”).

9.3 THE LIMITED BUSINESS WARRANTY IS THE ONLY WARRANTY FOR THE PRODUCTS AND SERVICES, AND THE REMEDY SET FORTH THEREIN IS YOUR SOLE REMEDY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER STATUTORY OR IMPLIED, ARISING FROM COURSE OF CONDUCT OR OTHERWISE, REGARDING THE PRODUCTS OR SERVICES TO THE EXTENT THAT ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE MANDATORY UNDER APPLICABLE LAW, THEY ARE LIMITED IN DURATION TO THE PERIOD OF THE EXPRESS WARRANTY IN THE LIMITED BUSINESS WARRANTY.

9.4 SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9.5 No Varjo employee or representative or its affiliates or any third party is authorized to make any modification, extension or addition to the Limited Business Warranty or any part of these Terms.

10. Consent, Customs Duties and Export

10.1 You are responsible for obtaining at your own cost any license or consent of any government or other authority which may be required for the acquisition, carriage or use of the Products by you. If necessary, you will produce evidence to us of such license or consent at our request. Any additional expenses or charges incurred by us resulting from your failure to obtain such license or consent shall be met by you.

10.2 If the Products licensed or sold to you under these Terms are subject to export control laws and regulations in the Territory, you are responsible for complying with those laws.

10.3 You may be subject to customs charges, or import duties and taxes, levied when the Product reaches the Territory. Any such charges for customs clearance or import duties or taxes must be met by you, since we have no control over what these charges are. You should contact the local customs office in the relevant jurisdiction for further information on customs policies or duties.

11. LIMITATION OF LIABILITY

11.1 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY WILL:
(A) VARJO’S TOTAL AGGREGATE LIABILITY (WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) ARISING OUT OF OR RELATED TO THE PURCHASE OF ANY PRODUCTS OR SERVICES UNDER THESE TERMS EXCEED THE AMOUNT YOU PAID FOR SUCH PRODUCTS OR SERVICES; OR
(B) VARJO OR OUR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR:
(i) SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR
(ii) YOUR INABILITY TO MAKE ORDERS OR LOSS OF INCOME, REVENUE, PROFITS, CONTRACTS, DATA, GOODWILL OR SAVINGS, OR OTHER INTANGIBLE LOSSES;

EVEN IF VARJO HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE SAME.

11.2 VARJO DOES NOT EXCLUDE LIABILITY FOR ANY DAMAGES CAUSED BY INTENTIONAL MISCONDUCT, OR GROSS NEGLIGENCE OR FOR ANY OTHER MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BASED ON YOUR JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

12. Miscellaneous

12.1 Assignment: You shall not assign or transfer or attempt to assign or transfer your
rights under these Terms. All such assignments or transfers are void.

12.2 No waivers: No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by an authorized representative of Varjo.

12.3 Severability: If any part of any these Terms is declared illegal, unenforceable, or invalid under applicable law in a particular jurisdiction:
(i) these Terms will not be affected in other jurisdictions; and
(ii) in the relevant jurisdiction, the remainder of these Terms (to the fullest extent permitted by law) will continue to be valid and enforceable.

12.4 Force Majeure: Varjo shall not be liable to you nor held in breach of contract for any loss or damage which is suffered by Varjo as a result of any circumstances beyond our reasonable control.

12.5 Entire agreement: You acknowledge that these Terms supersede and cancel all previous contracts, agreements and working arrangements whether oral or written, express or implied, between us and constitute the entire agreement related to the sale of Products and/or Services. Any contradictory, standard or additional terms, which you may attach or include in your purchase order or otherwise send to Varjo will have no force or effect.

12.6 Law and jurisdiction: These terms shall be subject to Finnish law, excluding its choice of law provisions. The UN Convention on Contracts for the International Sale of Goods shall not apply. Any dispute, controversy or claim arising out of these terms shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. Seat of arbitration shall be Helsinki. The language of the arbitration shall be English.

12.7 California: If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.]