1.1 Each order for products by the Buyer from DSL shall be deemed to be an offer by the Buyer to buy goods subject to these terms and conditions.
1.2 No order placed by the Buyer shall be deemed to be accepted by DSL until an acknowledgement of order is issued by DSL or (if earlier) DSL delivers the products in accordance with condition 3.
1.3 Any written quotations given before the acknowledgement of order shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner. Verbal quotations are provided for budgetary guidance only. Unless otherwise specifically stated all quoted prices are in EUR (Euros).
2.1 The price payable for the products shall be the price as stated by DSL at the time of order. For information on the prices applicable to the products, please contact DSL on the contact details contained on DSL’s website. DSL specifically reserves the right to change the prices of its products at any time and without notice.
2.2 Unless expressly stated otherwise the price payable for the products shall be exclusive of VAT (if applicable), duties, and carriage and freight if delivery is requested or required.
2.3 All orders must be paid in full prior to shipment via wire transfer, cash equivalent (such as money order, cashier’s cheque, or personal cheque drawn from a recognised bank), or credit card. Credit card payment via VISA, MASTERCARD, or AMERICAN EXPRESS is provided as a convenience with valid credit card authorizations. All credit card payments will be subject to a 3,5% handling charge and such handling charge is subject to applicable VAT. Please contact Digital Sputnik Lighting OÜ for ‘Remit To’ information when transferring bank to bank payments.
2.4 No more than three separate credit cards may be used per order. DSL reserves the right to reject any order. DSL will credit or refund any payments made if DSL rejects the order.
2.5 All orders are payable in EUR (Euros).
3.1 All product shipments shall be made “ex works” (Incoterms 2010) from the DSL facility at Niine 11, Tallinn 10414, Estonia (“DSL Facility”) at which time title and risk of loss shall pass to the Buyer.
3.2 Any shipment of the products from the DSL Facility shall
3.2.1 be at the cost of the Buyer with such costs being payable prior to shipment; and
3.2.2 be at the risk and the Buyer who shall be obliged to maintain insurance against damage of the products during shipment.
3.3 In the absence of specific shipping instructions from the Buyer, DSL will ship by the method it deems, at its sole discretion, to be most advantageous.
3.4 Unless otherwise specified, products will be shipped in standard commercial packaging. Where special packaging or export instructions are requested by the Buyer, any additional costs will be the responsibility of the Buyer.
3.5 Any dates specified by DSL for delivery of the products are intended to be an estimate without commitment and time shall NOT be of the essence in relation to the same. DSL will not be liable for any loss, damages or penalty resulting from delay in delivery. If products are unavailable, DSL will have no obligation to provide substitute goods and DSL’s sole liability will be to return any deposit or price paid for the unavailable product.
3.6 Acceptance of the product by the Buyer shall occur no later than the end of the seventh working day after the Buyer receives the Products on the basis that shipments shall be made “ex works” (Incoterms 2010) from the DSL Facility . Products not rejected during this period shall be deemed accepted, and all returns shall be handled in accordance with condition 4 (Cancellation & Returns). Subject to the right to cancel under condition 4.1 products cannot be rejected by Buyer based on criteria that were unknown to DSL or based on test procedures that DSL does not conduct.
4.1 The Buyer has the right to cancel the contract at any time up to the end of seventh working day after the date the Buyer receives the products or up to the end of the tenth working day from the date of purchase (whichever is the later), provided that the products are in an unused and unopened condition.
4.2 To exercise the right to cancel, the Buyer must give written notice to DSL by hand, post or e-mail, at the address or e-mail address shown in the order acknowledgement, giving details of the products ordered and (where appropriate) their delivery.
4.3 If the Buyer exercises their right of cancellation after the products have been delivered, the Buyer will need to obtain a Return Merchandise Authorization (“RMA”) from DSL which will identify the address to which the unused and unopened products are to be returned to.
4.4 Upon receipt of the RMA the Buyer will, within ten (10) days from the date the RMA is issued, be responsible for delivering the unused and unopened products to DSL at their own cost and in the original shipping materials. All product received ten (10) days after the RMA was issued will not be considered eligible as a return for credit and DSL will be entitled to return the products to Buyer at the Buyer’s cost.
4.5 Once you have notified DSL that you are cancelling the agreement, and subject to condition 4.4, 4.6 and 4.7, DSL will refund or re-credit you within 30 days for any sum that has been paid by you or debited from your debit or credit card for the products
4.6 If the products are used and opened, DSL reserves the right to refuse a refund under conditions 4.3 to 4.5 unless and until DSL has carried out such evaluations and test of the product as is deemed necessary to ascertain the re-saleability of the product.
4.7 Following completion of an evaluation under condition 4.6 or indeed in respect of any return of the products pursuant to your cancellation DSL shall be entitled (in their absolute discretion) to deduct any one or more of the following from the original sums paid by the Buyer:
4.7.1 a sum equivalent to 30% of the original sale price as a restocking fee;
4.7.2 a reasonable sum representative of any damage which is caused to the products before they are returned; and
4.7.3 the cost of the evaluation under condition 4.5 (if applicable) which, where possible, shall be notified to the Buyer in the RMA.
4.8 In the event that the products are to be returned to DSL it is recommended, for the Buyer’s protection, that the Buyer uses a
traceable and insurable form of mail for shipment.
4.9 Notwithstanding any condition to the contrary DSL will not accept a return of a lighting system with a run time in excess of 25 hours.
5.1 The Buyer will not cause or permit the modification or reverse engineering of file formats, tools, or light processing of DSL products without express written consent from DSL.
5.2 The Buyer will not develop tools from DSL products or use non-DSL approved tools, products, or software with DSL products without express written consent from DSL.
5.3 Buyer will not cause or permit any reverse engineering of DSL products.
6.1 DSL warrants to the Buyer that all products will be of good quality and workmanship and free from material defects. Upon the expiration of the time periods identified below, all liabilities of DSL will terminate. In no event shall DSL be liable for consequential damages.
6.2 If the products fail to comply with the warranties given in this condition 6 and the Buyer notifies DSL within the below mentioned warranty periods, DSL shall without charge for parts and labour (in its sole discretion) repair or replace the defective product or refund the price of the same. The warranties given in this condition 6 are non-transferable and are only applicable to the Buyer.
6.3 DSL’s warranties under this condition 6 do not include products that have defects or failures resulting from:
6.3.1 alterations, modifications or repairs by the Buyer or unauthorized third parties; and /or
6.3.2 accident, disaster, neglect, abuse, misuse, improper handling or storage by the Buyer.
This includes, but is not limited to water damage, exposure to weather conditions, operators negligence, improper electrical/power supply, transportation damage, lack of maintenance, mould in the light module from improper storage, droppage, modification to the power supply, opening the power supply, use of non-DSL cables or third party accessories etc.
6.4 DSL products are compatible with DSL software, DSL parts, and DSL products only. The use of any software, parts, or products other than DSL or DSL approved software, parts, and products voids any and all warranties given in this condition 6.
6.5 Some DSL products carry more bespoke warranties and as such the warranties contained in this clause 6 shall be subject to any varying warranty terms that DSL may notify the Buyer at the time of their order.
6.6 Standard Warranty
6.6.1 For DS products a standard warranty is granted to the original purchaser for a period of three (3) years, parts and labour.
6.6.2 LED Board Upgrade. A standard warranty is granted for LED Board upgrades and associated parts and labour for a period of ninety (90) days.
6.6.3 DSL Refurbished Products. A standard warranty is granted for DSL products sold as refurbished for a period of ninety (90) days.
6.6.4 The Standard Warranties noted in conditions 6.6.1 to 6.6.3 covers parts and labour charges for products that have been returned pre-paid shipment to an Authorized Service Center.
6.6.5 If the Buyer wishes to make a warranty return, he must notify DSL and obtain an RMA in accordance with condition 4.3. Upon receipt of the RMA the Buyer will, within 10 days of receipt of the RMA, be responsible for delivering at their sole risk and cost the damaged products to such address as is noted on the RMA.
6.6.6 Any repaired or replaced product shall be warranted as set forth in this section for a period the greater of (i) the balance of the applicable warranty period relating to such product or (ii) ninety (90) days after it is received by Buyer. Only the components that were repaired or replaced will be eligible for the 90-day period as set forth above. DSL may use refurbished parts for warranty repair.
Any parts replaced during warranty repair are the property of DSL and will not be returned to Buyer.
6.6.7 The Standard Warranty effective dates for warranties under conditions 6.6.1 to 6.6.3 is the date of “ex works” from the DSL Facility or when Buyer picks up product at designated DSL shipping facility.
6.7 Third-Party Warranty
6.7.1 DSL does not honor warranty agreements extended by third parties. Only warranty agreements granted by DSL will be honored by DSL.
6.8 DSL Re-Certified Product Warranty In this condition “Customer” is defined as an entity who obtained DSL product by other means than directly from DSL. Product re-certification is only available to a Customer and is limited to a one re-certification per Customer upon a change of ownership. A Customer will be required to register the product with DSL.
6.8.1 A product that is not possessed by the original Buyer may be sent to an Authorized DSL Service Center for an evaluation fee of €100.
6.8.2 DSL will provide a quotation for the re-certification of the product to existing DSL product specifications at time of repair. The Customer is responsible for all costs associated with such re-certification, such as troubleshooting, diagnosis, repair, test, calibration, and shipping costs.
6.8.3 Upon completion of re-certification, Customer may be offered a DSL ReCertified Product Warranty for an additional cost.
6.8.4 A DSL Re-Certified Product Warranty is valid for a period of ninety (90) days after the warranty is accepted by the Customer.
6.9 Non-Warranty Repair
6.9.1 A Product that no longer qualifies for Warranty Repair may be sent to an Authorized DSL Service Center for an evaluation fee of €100.
6.9.2 If the product is sent to DSL for non-warranty repair by the original Buyer, the evaluation fee of €100 is waived by DSL.
6.9.3 DSL will provide a quotation for the repair of the product. The Customer is responsible for all costs associated with such refurbishment, such as troubleshooting, diagnosis, repair, test, calibration, and shipping costs.
6.9.4 Any repaired or replaced product shall be warranted for ninety (90) days after it is received by Buyer providing always that only the components that were repaired or replaced will be eligible for the 90-day warranty period. DSL may use refurbished parts for non-warranty repair. Any parts replaced during non-warranty repair or upgrades are the property of DSL and will not be returned to Buyer.
6.10 Except as specifically set forth above, all other warranties, conditions, representation or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to the DSL product or any component thereof are, to the fullest extent permitted by any applicable law, excluded from this agreement including any warranty as to the performance or result of the DSL product.
7.1 Customer Source Inspection. A fee of €100 will be charged for any order requiring customer source inspection or receipt of goods, at the DSL facility.
7.2 No-Trouble Found Inspection Fee. Any product sent to DSL for inspection or evaluation where DSL finds no defects or problems with DSL product will be subject to a No-Trouble Found Inspection Fee of €100. The No-Trouble Found Inspection policy is in place to encourage the Customer to exhaust all technical support resources before shipping product to DSL.
In this condition the term “DSL” refers to Digital Sputnik Lighting OÜ, its officers, employees, other representatives and licensors.
8.1 Subject to condition 8.5:
8.1.1 DSL’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this agreement shall be limited to lower of the amounts paid to DSL for products supplied under the specific purchase order or the sum of €15,000.
8.1.2 DSL shall not be liable to you for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused and whether DSL were notified of the possibility of such damage) which arise out of or in connection with the purchase, use or otherwise of the products
8.2 For the avoidance of doubt DSL shall not be liable for any loss, claim or damages whatsoever whether direct, indirect or consequential arising out of any late delivery of the products nor shall they be liable for the cost of procurement of substitute goods by the Buyer.
8.3 The limitation set forth herein shall apply:
8.3.1 to all liabilities that may arise out of third-party claims against the Buyer;
8.3.2 where the damages arise out of or are related to this agreement; and
8.3.3 notwithstanding any failure of essential purpose of any limited remedy.
8.4 For the avoidance of doubt the Buyer must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase the products from DSL. The importation or exportation of the products to the Buyer may be prohibited by certain national laws. DSL makes no representation and accepts no liability in respect of the export or import of the products to the Buyer.
8.5 nothing in these terms & conditions excludes or limits the liability of DSL for death or personal injury caused by their proven
9.1 The Buyer shall indemnify, defend, and hold DSL and DSL’s officers, agents and other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused by the misuse of the product or by the negligent or willful acts or omissions of the Buyer its officers, employees, agents or other representatives, or (ii) based on any breach of this agreement by the Buyer in particular any use of DSL’s proprietary rights in the product as identified in condition 10.1.
10.1 DSL retains for itself and its licensors all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all DSL designs, manufacturing processes, engineering details, and other data pertaining to any product sold except where the rights have been assigned pursuant to a written agreement with a corporate officer of DSL.
10.2 The products are offered for sale and sold by DSL on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. DSL and its licensors expressly reserves all intellectual property rights in the product.
11.1 DSL will take all reasonable precautions to keep the details of your order and payment secure, but unless DSL is negligent, DSL will not be liable for unauthorized access to information supplied by the Buyer.
11.2 DSL will use the information the Buyer provides for the primary purpose of fulfilling the Buyer’s order. Despite this DSL will notify the Buyer of other DSL products and offers that may be of interest to the Buyer from time to time.
11.3 The Buyer may
11.3.1 stop DSL from sending them DSL product and offer information;
11.3.2 correct information about the themselves; or
11.3.3 wish the information be deleted by notifying DSL of this fact in writing to Digital Sputnik Lighting OÜ, Niine 11, Tallinn 10414,
12.1 Waiver. No forbearance or delay by DSL in enforcing its rights shall prejudice or restrict the rights of DSL and a failure of DSL to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of terms and conditions thereof.
12.2 Severability. If any of the terms and conditions of this Agreement are held to be invalid under any applicable statute or rule of law, they shall, to that extent, be deemed omitted but the remaining provisions shall continue in full force and effect.
12.3 Third Party Rights. A person who is not a party to this agreement shall not be entitled to enforce any term pursuant to the Contracts (Rights of Third Parties Act) 1999.
12.4 Force Majeure. DSL shall have no liability under or be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from circumstances beyond the reasonable control of that party.
12.5 Agency, Partnership. Nothing in this agreement shall be held, implied or deemed to constitute a partnership, joint venture, agency or other relationship between the parties.
12.6 Complete agreement. The terms and conditions set forth herein comprise the entire agreement between DSL and the Buyer and the Buyer acknowledges that they have not entered into this agreement on the basis of any representation that is not expressly incorporated into these terms or the purchase orders provided by DSL from time to time.
13.1 The sale of any DSL product to the Buyer is considered to take place in Estonia and therefore this agreement and any dispute arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with Estonian law and DSL and the Buyer submit to the exclusive jurisdiction of the Estonian courts and waive all rights to have disputes brought elsewhere.
13.2 For the avoidance of doubt this agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Digital Sputnik encourages you to read this Policy before using the Site or submitting any personal data. Your use of the Site signifies your agreement to our processing of personal data as described in this Policy and that you agree to all of the terms of this Policy. If you do not agree with our policies and practices, your choice is to not use the Site. This Policy may change from time to time and your continued use of the Site after we make changes to this Policy is deemed to be acceptance of those changes, so please check this Policy periodically for updates.
If you have questions about this Policy, please contact us at firstname.lastname@example.org
We gather the following information related to your use of the Site, all of which is described in further detail later in this Policy:
Registration: When you create an account or profile on the Site, you voluntarily give us personal information. Information Relating to Your Requests: We collect information you provide when you contact us, or if you respond to messages we send you. Social Media Information: We may receive information from and share information with social media platforms. Information from Other Sources: We may combine information you provide with information from outside sources. Mobile Information: We may collect additional information from you if you access our Site through a mobile device (e.g. your unique device identifier, your device’s operating system, or the mobile carrier for your phone). Technical Usage and Tracking Information: We and others may use tracking technologies (including cookies) on our Site for customization and analytical purposes, including participation in ad networks. Geolocation: We may identify and collect information about your specific location.
Uses and Retention
We use sensitive billing information (such as cardholder name, credit card number, and expiration date) for the purpose of payment of membership fees and other charges you incur for our services. We use other information about you for the following general purposes:
to provide you with the products you request; to provide you with order confirmation and updates; to manage your account, including processing bills and providing shipping information; to communicate with you in general; to respond to your questions and comments; to measure interest in and improve our products, services, and Site; to notify you about special offers and products or services that may be of interest to you; to otherwise customize your experience with the Site; to reward you as part of any reward and recognition program you choose to join; to solicit information from you, including through surveys; to resolve disputes, collect fees, or troubleshoot problems; to prevent potentially prohibited or illegal activities; to enforce our Membership Terms; and as otherwise described to you at the point of collection.
Disclosure of Information
We may share your personal information and other information we collect with the following entities: (a) our corporate affiliates; (b) business partners with whom we may jointly offer products or services; (c) our suppliers, service providers and third party vendors who provide services or functions on our behalf, credit card processors, customer service, marketing, and fraud prevention; (d) legal advisors, regulators and law enforcement; (e) others entities if there is a change of control or otherwise with your consent; (f) ad networks and referring websites; and (g) companies in the mobile app industry.
Your Choices for Controlling and Accessing Your Information
If you are a registered user or member, you can update your account information by logging in. You may be able to control technical information we receive from your device or browser (such as cookie or location information) by modifying your browser or device settings. You may opt-out of receiving promotional emails from us by following the link included within such messages.
You may contact us with questions or comments regarding our privacy practices as follows:
Digital Sputnik Hollywood Inc.
Address: 14700 Ventura Blvd Los Angeles, CA 91403
Phone: +1818 262 9284
Digital Sputnik Lighting OÜ
Address: Niine 11, 10414 Tallinn
Phone: +372 63 52 477
Email Address: email@example.com
1. INFORMATION COLLECTION
We may collect information about your interactions with us or others, including personal information. We may collect and retain any information which you or your devices provide to us when you visit our Site.
You do not need to register an account with us in order to browse our Site, although certain services and functionality (such as the ability to apply a discount) may only be available to our registered users. If you register for an account, we may collect information you choose to give us, such as your first and last name, home or other physical address, email address, zip code, telephone number or other contact information, payment card information, employer or corporate affiliation. By interacting with us or placing an order with us, we additionally learn information about your transaction details and history.
3. INFORMATION RELATING TO YOUR REQUESTS
We gather information you provide when you contact us, if you respond to or click on links in messages we send you, or if you review or comment on our products or services.
4. SOCIAL MEDIA INFORMATION
Our Site may embed plugs-ins, widgets or other apps of various social media platforms, such as Facebook, Twitter, Pinterest, Instagram, Vimeo, and YouTube. An example of such a plug-in is Facebook’s “Like” button. By including these plug-ins, widgets, or other apps on our Site, your internet browser may make a direct connection to the social media platform’s service and may share with the social media platforms information such as that you have visited our Site.
Digital Sputnik may have a presence on social media platforms such as Facebook, Instagram, and Twitter. Your participation with the services provided on social media platforms is voluntary. If you have an account with these or other third party social media platforms, we may receive additional information from that platform about you, such as your user name, stated location, date of birth, profile information, and interactions you have had on that third party social media platform. The personal information we may have access to vary by social media platform and may be controlled by privacy settings on that platform and your choices.
10. ANALYZE AND AGGREGATE INFORMATION
We use the information we collect to analyze the use of our Site and services, and to help us understand user behavior better. In addition, we may aggregate information about our users and prepare aggregated reports. In addition to analyzing Site usage information, we may analyze ad conversion events, or click-thru information related to emails or messages.
11. ADVERTISING AND PROMOTIONS
We may use the information we gather to offer, provide, or personalize products and services from us, and for other promotional purposes. For example, we may customize content, advertising, promotions and incentives to reflect your preferences, interests, or prior interactions with us and others.
– You should consult your mobile device’s settings or contact your carrier for more information about understanding and exercising these options. However, depending on the technical manner in which your carrier or device implements those options, those options may not effectively limit advertising or other tracking, or change how your device is identified by Digital Sputnik.
– You may opt-out of all continuing collection of information from our mobile app by uninstalling that application from your mobile device. However, this will not restrict information collected from our website if you access our website from your mobile device.
– You may be able to prevent social media platforms from sharing information with us by not using such platforms or by modifying your privacy settings on such platforms. You should review the privacy and other policies of such platforms to understand how they may share your information with us, and how you can limit that use.
21. ACCESSING, REVIEWING, AND CHANGING YOUR PERSONAL INFORMATION
Registered members can review and change personal information at any time by accessing their accounts on the Site. You should promptly update your personal information if it changes or becomes inaccurate.
22. NOTICE TO CALIFORNIA RESIDENTS
As required under California law, residents of the State of California may request a list of all third-parties to which our Site has disclosed certain personal information (as defined by California law) during the preceding year for those third-parties’ direct marketing purposes.
If you are a California resident and want such a list, please contact us at firstname.lastname@example.org, or at:
Digital Sputnik Hollywood Inc
Address: 14700 Ventura Blvd Los Angeles, CA 91403
Phone: +1818 262 9284
For all requests, you must put the statement “Your California Privacy Rights” in the body of your request, as well as your name, street address, city, state, and zip code. In the body of your request, please provide enough information for us to determine if this applies to you. You need to attest to the fact that you are a California resident and provide a current California address for our response. Please note that we will not accept requests via the telephone, mail, or by facsimile, and we are not responsible for notices that are not labeled or sent properly, or that do not have complete information.
As of the Effective Date listed above, there is no commonly accepted response for Do Not Track signals initiated by browsers. Therefore, we do not respond to such signals or to other mechanisms that provide the ability to exercise choice regarding the collection of personally identifiable information regarding your online activities over time and across third party websites or online services.
From time to time, we may update this Policy. When we make material changes to this Notice, we will update this web page and change the Effective Date listed above. You agree that we may notify you about material changes in the way we treat personal information by placing a notice on the Site. You should check the Site frequently for updates.
Last update: July 25, 2018