Gilson Terms of Service

Last Updated: 30 June, 2019

These Gilson Terms of Service ("Terms") govern your access to and use of the websites and online services made available to you by Gilson China Limited (together with its affiliates,"Gilson","we","us",or"our"). Those websites and online services, including all related materials and underlying technology, are together referred to below as the “Services.” Terms of sale applicable to products purchased using the Services are as stated in Section 9 of these Terms.

By accessing or using the Services, you agree on behalf of yourself and any institution or company that you represent (together, "you") that you have read and understand these Terms, the Terms of Use and our Privacy Policy.

We reserve the right to modify these Terms at any time. All changes will be effective immediately upon posting to the Services. Material changes will be conspicuously posted on the Services or otherwise communicated to you, in accordance with any applicable laws.

ARBITRATION NOTICE: These Terms contain a binding arbitration provision. You agree that, except for certain types of disputes described in the arbitration provision below and except as may be prohibited by applicable law, all disputes between you and Gilson will be resolved by mandatory binding arbitration and you waive any right to participate in a class action lawsuit or class-wide arbitration.

1. Privacy Policy. We may collect certain personal and other information from your access to and use of the Services as described in our Privacy Policy, which is incorporated into these Terms by this reference and states our information collection, use, and sharing practices.

2. License; Term. Provided you comply with these Terms, Gilson grants you a limited, nonexclusive, revocable, nonassignable, nontransferable, nonsublicensable license to access and use the Services solely for your own internal purposes as permitted by these Terms as may be further specified below in these Terms with respect to particular Services. These Terms begin upon your creation of a Gilson account (or, if earlier, your first access to or use of the Services) and will continue in effect until terminated in accordance with these Terms.

3. Intellectual Property Rights. The Services and the products made available on or ordered using the Services, including their text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, is exclusively the property of Gilson or, as applicable, its suppliers and licensors, and is protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, design rights, copyrighted materials, or any other intellectual property belonging to Gilson or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. The Services may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners. Except as expressly described in these Terms, no licenses or other rights, express or implied, are granted by Gilson to you under any patent, copyright, trademark, trade secret, or other intellectual property right of Gilson.

   Copyright © 2017-2020 Gilson, Inc. All rights reserved.

4. Compliance with Laws. You are responsible for complying with all applicable laws and regulations that apply to your use of the Services, including all applicable rules regarding online conduct and all applicable data protection laws. Without limiting the generality of the foregoing, you are responsible for complying with all applicable data protection laws with regard to any instructions you give us pertaining to the processing of personal information you provide us through the Services.

5. Restrictions on Your Use of the Services.

   • You may download and print one copy of the Services’ visible content for your own internal use, provided you do not modify or delete any copyright, trademark, or other proprietary notices.

   • You will not otherwise copy, reproduce, display, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of the Services or any part of the Services without the prior written consent of Gilson unless expressly permitted by any applicable Additional Terms (as defined below).

   • You will not use the Services for unlawful purposes.

   • You will not use the Services if you are under 18 years of age.

   • You will not submit inaccurate, incomplete, or out-of-date information via the Services, commit fraud or falsify information in connection with your use of the Services, or act maliciously against the business interests or reputation of Gilson.

   • You will not use the Services as part of any effort to compete with Gilson or to provide services as a service bureau.

   • You will not access, use, or analyze the Services for any purpose that is to Gilson’s detriment or commercial disadvantage.

   • You will not impersonate or attempt to impersonate another person.

   • You will not engage in data mining or similar data gathering or extraction activities or retrieve data or other content from the Services for purposes of creating or compiling that content.

   • You will not access, use, or copy any portion of the Services, including any of their content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.

   • You will not use the Services to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate the Services or any computers, hardware, software, system, data, or networks.

   • You will not engage in activities that aim to render the Services or associated services inoperable or to make their use more difficult.

6. Your Gilson Account. You will be required to set up an online Gilson account to use the Services. You will be required to submit certain information in order to create your account and will be required to establish a username and password. You are responsible for maintaining the confidentiality of any information you use in connection with the Services, including your username and password. You are responsible for all activity on your account. If you believe someone else has accessed your account, please change your password and notify us immediately at eshop@gilsonhk.com. Please log out of your Gilson account at the end of each session. In connection with your access to and use of the Services and that of any person you permit to access and use the Services using your account, you are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable local rules regarding online conduct. You warrant that all information you provide to us in connection with your access to and use of the Services is true, accurate, and complete to the best of your knowledge and belief. If you submit the personal information of any person other than yourself in setting up your account or otherwise in using the Services, you warrant that you have that person’s permission to provide us with that information. You will not transfer your Gilson account to or share your Gilson account with any other person. Your Gilson account is personal to you.

7. Account Suspension, Deactivation, and Termination. To the maximum extent permitted by applicable law, Gilson may, for any reason and in its sole discretion, suspend, deactivate, or terminate your Gilson account and your use of the Services, without notice or liability, if you breach these Terms, upon any unauthorized use of your username or password, if you act in an abusive manner, if you act in a manner inconsistent with any applicable laws or regulations, if your account is inactive, or if it becomes no longer commercially viable to provide the Services to you. If we suspend, deactivate, or terminate your account, you may not create another Gilson account without our prior written permission. You may terminate your account at any time by selecting that option on our website, if available, or by contacting us using the contact information below. You understand that any information collected by Gilson in the course of your use of the Services may be maintained, used, and shared by Gilson, subject to our Personal Information Protection Policy, and applicable law.

8. Payment & Order Information.Purchases of products or services made through the Services must be made by credit or debit card. Information about our collection and use of payment-related information is described in our Privacy Policy. If the credit or debit card information that you submit is incorrect or invalid, your payment will not be processed. We have no responsibility or liability if your credit or debit card is declined by your financial institution. Payments are processed by our PCI-compliant third-party payment processor and software supplier. Refunds, if available, are solely the responsibility of Gilson and are at Gilson’s sole discretion.

9. Terms of Sale.All orders of products made available on or ordered using the Services are subject to this section. This section and these Terms, along with any Gilson quotation and any limited warranty that Gilson may provide as described below, constitute the complete and exclusive statement of the terms governing the sale of products via the Services. Your purchase of products using the Services and acceptance of products as stated below manifest your agreement with this complete and exclusive statement of terms.

   • Order Acceptance.Nothing on the Services constitutes an offer, but an invitation to you to make an offer to purchase products through the Services. All orders are subject to acceptance by Gilson. Resale of products or services purchased through the Services is expressly prohibited. In addition, there may be certain orders that we cannot accept or must cancel. To the maximum extent permitted by applicable law,  we reserve the right, in our sole discretion and without liability, to reject or cancel any order not yet shipped for any reason, including without limitation the following: limitations on our ability to accept orders for shipment to addresses not serviced by Gilson directly; limitations on quantities available for purchase; inaccuracies or errors in product descriptions, images, or pricing information; errors in product customizations requests; or problems identified by credit and fraud avoidance services. We may also require verifications, approvals, or other information before considering acceptance of any order. We will contact you if all or any portion of your order is rejected or canceled or if additional information is required to accept your order. An order is deemed accepted when Gilson ships the products ordered, and Gilson will charge your credit or debit card upon such shipment.

   • Customized Products.If you wish to order a product that is available for customization, you are solely responsible for your custom selections and any artwork or images that you upload as part of the same. We make no guarantees or representations as to the outcome of any customization requests.  All custom products are not returnable unless due an applicable warranty issue as set forth below. 

   • Shipping and Handling; Taxes.Unless otherwise noted, shipping and handling fees will be charged separately. Gilson currently uses third-party service providers to ship products to locations within Asia.. Gilson charges you for sales, use, and other taxes for products ordered on the Services based upon Gilson’s obligation to collect and remit such tax.

   • Product and Service Availability.The prices and availability of products made available on the Services may change at any time without notice to you. Prices remain valid while they are listed and offered on the Services. Prices will be as posted on the Services as of the date and time of your order, as applicable. Availability of products may be limited and products may not be available for immediate delivery. Some products may not be available in certain areas. To the maximum extent permitted by applicable law, Gilson is not liable for any damages you may suffer as a result of any shipment delays.

   • Local Restrictions.Gilson reserves the right to refuse or cancel any orders placed for products where the sale or use of such product in your location or jurisdiction is restricted or prohibited by applicable law.

   • Pricing.Pricing errors may occur on the Services from time to time. Gilson attempts to correct all pricing errors as soon as they are discovered‚ or as soon as Gilson receives notice of an error, but Gilson is not responsible for any pricing or typographical errors on the Services. Gilson reserves the right to cancel any orders containing pricing errors‚ with no further obligations or liability to you‚ even after your receipt of an order confirmation or shipping notice from Gilson. Any payments you make to Gilson for orders that are cancelled due to pricing errors will be refunded.

   • Order Cancellation.Orders you submit online may not be cancelled online. Online orders may only be cancelled by contacting customer service, either at infohk@gilson.com or +852 2110 5726. Orders with a status of “Processing” may not be cancelled‚ and you may only return the product if clause h. below applies. Orders for any customized products may not be cancelled and products may not be returned unless clause h. below applies.

   • Title and Risk of Loss; Inspection.Title to products will pass to you when you receive the products, excluding any embedded software. Use of any embedded software may be subject to license restrictions imposed by the owner and licensor of such software and title to any embedded software within any product remains with the owner and licensor of such software. Gilson will bear the risk of loss or damage to the products during shipment to you. You agree to inspect products immediately upon receipt. Your failure to give Gilson notice of any product claims within five days after receipt constitutes your unqualified acceptance of those products.

   • Returns.No refunds will be made for purchases made online.  You may only return and exchange a product purchased online if it is defective or in breach of the limited warranty provided by us.  Claims must be made to infohk@gilson.com or by contacting +852 2110 5726 within five days after receipt.  Please take photos or a video of the defect and send it to us.  Once we have determined in our absolute discretion that the produce is defective, we shall replace the damaged product with a new one.   Please KEEP all the packing materials in GOOD CONDITION including original product packaging, product labels, tags, certificates, manufacturer’s warranty card, manuals, product accessories and any gifts for the return and exchange.   If any of the packing materials are damaged, the product will be deemed as non-returnable and we reserve the right not to exchange the product.   Please follow our instructions for the return of the defective product or its disposal.   The costs of return will be borne by us.

   • Export/Import.You agree that all applicable export and import control laws, regulations, orders, and requirements, including those of the United States and the European Union, apply to the receipt and use of products. You agree that you will not use, transfer, release, export, or import products in violation of those laws, regulations, orders, or requirements.

   • LIMITED PRODUCT WARRANTY; DISCLAIMER OF WARRANTIES. If a limited warranty is provided by Gilson to you in writing with products you have purchased, that limited warranty will apply to those products. To the maximum extent permitted by applicable law, Gilson has no responsibility or liability for and no limited warranty applies to normal wear and tear on products, excessive or abnormal use of products, nor to damage to products due to negligent or faulty use, alteration, maintenance, storage, or handling. ANY SUCH LIMITED WARRANTY PROVIDED TO YOU BY GILSON IN WRITING IS THE ENTIRE AND EXCLUSIVE WARRANTY REGARDING THE PRODUCTS AND IS IN LIEU OF ALL OTHER WARRANTIES WHATSOEVER AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF SUCH LIMITED WARRANTY IS, AT GILSON’S SOLE OPTION, REPAIR, CORRECTION, REPLACEMENT, OR REFUND OF THE PURCHASE PRICE. YOU AGREE TO NOTIFY GILSON WITHIN 30 DAYS AFTER DISCOVERY OF ANY PRODUCT DEFECT. WITH THE EXCEPTION OF ANY SUCH LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS ARE PROVIDED “AS IS” AND GILSON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE.

10. NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. GILSON MAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL MATERIAL, DATA, AND OTHER INFORMATION ON THE SERVICES IS ACCURATE AND RELIABLE, BUT NEITHER ACCURACY NOR RELIABILITY CAN BE GUARANTEED. GILSON DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SERVICES. GILSON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. GILSON IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS ON THE SERVICES. GILSON MAKES NO WARRANTY THAT ANY SERVICE WILL ALLOW YOU TO COMPLY OR ENSURE YOUR COMPLIANCE WITH ANY REGULATORY PROGRAMS OR APPLICABLE LAWS OR REGULATIONS.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GILSON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT, AS WELL AS ANY ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. GILSON HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION.

    YOU ACKNOWLEDGE AND AGREE THAT OUR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF TELECOMMUNICATIONS, THE INTERNET, WIRELESS NETWORKS, AND ELECTRONIC COMMUNICATIONS. GILSON IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES, DELIVERY FAILURES, OR OTHER FAILURES OR DAMAGE RESULTING FROM THOSE PROBLEMS OR ANY OTHER PROBLEMS OUTSIDE OF GILSON’S REASONABLE AND DIRECT CONTROL, INCLUDING WITHOUT LIMITATION TELECOMMUNICATIONS SERVICES, THE INTERNET, YOUR WIRELESS NETWORKS, AND ANY THIRD-PARTY SOFTWARE.

    YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE SERVICES, AND ANY OTHER DAMAGE THAT MAY BE INCURRED.

    NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM GILSON OR IN ANY MANNER FROM THE SERVICES CREATES ANY WARRANTY.

11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GILSON, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, OR LICENSORS (TOGETHER, “GILSON PARTIES”)BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THE PRODUCTS, OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES OR PRODUCTS (INCLUDING WITHOUT LIMITATION THE INPUT OF PERSONAL AND OTHER INFORMATION INTO THE SERVICES), WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A GILSON PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SERVICES AND PRODUCTS. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE GILSON PARTIES’ LIABILITY TO YOU EXCEED US$100  EVEN IF THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnification.To the maximum extent permitted by applicable law, you will indemnify, defend, and hold harmless the Gilson Parties from and against all losses, claims, liabilities, demands, complaints, actions, damages, judgments, settlements, fines, penalties, expenses, and costs (including reasonable attorneys’ fees) that arise out of or in connection with your access to or use of the Services or Products, your misuse of or reliance on any materials, data, or other information downloaded or otherwise obtained from the Services, your submission of information (including personal information) using the Services, your order of products or services through the Services, your violation of or noncompliance with applicable laws or regulations, or your breach of these Terms. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.

13. Third-Party Websites and Applications.The Services may link to, or be linked to, websites and applications not maintained or controlled by Gilson. Those links are provided as a convenience and Gilson is not responsible for examining or evaluating the content or accuracy of, and does not warrant or endorse, any third-party website, application, or any products or services made available through those websites or applications. Please take care when leaving the Services to visit a third-party website or use a third-party application. You should read the terms of use and privacy policy for each website or application that you use.

14. Force Majeure.Gilson will not be liable to you for any delay or other failure to perform under these Terms that is due to causes beyond Gilson’s control, including acts of God, acts of a public enemy, terrorism, civil disorders, acts of the United States of America, any other country, or any state, territory or political division thereof, fires, floods, earthquakes, blizzards, an outbreak of disease and other extraordinary elements of nature.

15. Audit. Gilson and its designated representatives may, at their expense and in compliance with any applicable laws, audit, examine, and make copies of data, documents, information, and other records in your possession or control that relate to or concern the Services in order to determine your compliance with these Terms.

16. Feedback.Gilson welcomes comments regarding the Services. If you submit comments or feedback to us regarding the Services, they will not be considered or treated as confidential. We may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.

17. Governing Law. These Terms are governed by the laws of the Hong Kong Special Administrative Region, People’s Republic of China (“Hong Kong”) , without regards for its conflict of law principles. Venue is exclusively in the courts of Hong Kong with respect to any dispute arising under these Terms unless otherwise determined by Gilson in its sole discretion. The parties expressly agree to the exclusive jurisdiction of those courts. The United Nations Convention for the International Sale of Goods does not apply. With respect to products purchased using the Services, you will not bring any action, regardless of form, more than two years after the cause of action has accrued.

18. Assignment. We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. You may not assign these Terms without our prior written consent.

19. Third-Party Beneficiaries. These Terms do not confer any rights, remedies, or benefits upon any person other than you and Gilson, except that our affiliates are third-party beneficiaries of these Terms.

20. Interpretation.These Terms, including our website’s Terms of Use and our Privacy Policy,  as well as any items incorporated into any of the foregoing  are the entire agreement between you and Gilson with respect to your access to and use of the Services. Gilson’s failure to enforce any provision in these Terms will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Gilson. If any provision of these Terms is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in these Terms are for convenience only and do not affect the interpretation of these Terms. These Terms inure to the benefit of Gilson’s successors and assigns.

21. Survival. Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Services.

22. Notices. All notices, consents, and other communications permitted or required to be given under these Terms must be in writing and addressed to the recipient and will be deemed given: upon delivery if personally delivered with fees prepaid, including by a recognized courier service; upon receipt if delivered by certified or registered mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or, where you are the recipient, upon delivery by email. All communications to Gilson must be sent to the Hong Kong address below. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.

23. Contact Us.Please direct any questions and concerns regarding these Terms to us by email at infohk@gilson.com or by telephone or mail using the contact information below.