LAST UPDATED: 25.05. 2009 G2S Resale Terms of Use PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE WHICH FORM A LEGALLY BINDING AGREEMENT BETWEEN GTS ONLINE LIMITED ("G2S", "WE" OR "US") AND YOURSELF (THIS "AGREEMENT"). Please make sure you fully understand the contents of this agreement before accessing or using g2s website located at www.g2s.com (the "Website"). If you have any doubts about any of your rights and obligations resulting from entering into this agreement, please consult legal counsel in your jurisdiction. BY ACCESSING AND USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND OUR PRIVACY POLICY SET OUT AT http://www.g2s.com/en/privacy.mhtml. BY ACCESSING AND USING THE WEBSITE YOU ALSO AGREE TO THE USE OF ELECTRONIC COMMUNICATIONS IN ORDER TO ENTER INTO CONTRACTS, AND YOU WAIVE ANY RIGHTS OR REQUIREMENTS UNDER APPLICABLE LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE WEBSITE AND IMMEDIATELY LEAVE IT. A. WHAT IS THE SCOPE OF THIS AGREEMENT? Welcome to the G2S Resale Website. Through access of this Website, G2S enables you to purchase products and services ("Products" and "Services") that we purchase from various suppliers ("Suppliers") for immediate resale to customers. As the resellers of the Products and Services, we assume no liability for and make no representations or warranties regarding the Products and Services sold or provided through our Website, including with regard to their functionality and fitness for the purpose they were sold, their performance, characteristics, efficiency or compliance with any representations and warranties made by the Supplier or any other third party. The full and exclusive liability in connection with the Products and Services, and all aspects of their purchase by you, shall be borne and assumed by the Supplier. As authorized reseller of the Suppliers, G2S shall use commercially reasonable efforts to resolve any customer's enquiry or complaint. You may contact us at info@g2s.com during regular business hours ("Customer Assistance"). This Agreement covers the arrangements between you and us in relation to your purchase of Products and Services through access of the Website, and your use of the Website. B. HOW ARE THEPRODUCTS AND SERVICES SOLD? 1. PRICING, CHARGES AND TAXES 1.1. The current processing currencies are US$, Euro and Pound. Credit card providers may charge additional fees associated with the processing of other currencies.
2 1.2. Separate charges for handling, shipping and taxes, to the extent applicable, will appear on the e-mail receipt you will receive once you place your order. 2. PAYMENT METHODS; CREDIT CHECKS 2.1. The payment methods currently available are: credit/debit cards from Visa, MasterCard, Diners Club, Delta, Maestro International, Maestro UK and Solo brands. 2.2. We will be entitled to make inquiries related to you, including credit checks, with third party credit and financial institutions, in accordance with the information you provide to us. 3. NON COMPLIANCE WITH DESCRIPTION AND REPRSENTATIONS 3.1. The Suppliers are solely responsible for writing the description of the Products and Services offered by them through us, as the authorized resellers, and for any representations and warranties made in connection with them. G2S does not make any representations, warranties or commitments with regard to Products and Services resold through it. G2S is not liable with regard to the description of the Products and Services by the Supplier or any third party and to any representations and warranties made in connection with them, including that they are accurate, complete, reliable, current or error-free. 3.2. If a Product or Service purchased through the Website is not as described or promised, or is otherwise defective, non-functional, non-compliant or nonsatisfactory, your sole remedy is to return it in unused condition to the Supplier (in the case of Products) and to demand a refund from the Supplier, in accordance with the Supplier's Refund and Return Policy located at the Supplier's website.in any such event, please contact Customer Assistance. 4. RISK OF LOSS OF PRODUCTS 4.1. Shipment and delivery of Products is made directly by the Supplier, in accordance with the Supplier's delivery policy located at the Supplier's website. The risk of loss or damage to Products shall pass to you as set forth in such delivery policy. C. HOW SHOULD YOU USE THE WEBSITE AND WHAT RIGHTS DO WE GRANT TO YOU? 5. WEBSITE ACCESS, RESTRICTIONS ON USE, RESERVATION OF RIGHTS 5.1. You agree to use the Website only for lawful purposes. 5.2. The use of the Website is intended for your personal use and not for any commercial use. Unless specifically stated otherwise with regard to a specific Product or Service, you may not resell the Products and Services. 5.3. You may not post on or transmit through the Website any content, in whatever format, that is (i) defamatory, unlawful, harassing, abusive, obscene, threatening, hateful, sexist or racist; (ii) violates any person's privacy rights; (iii) violates any applicable law, statute, regulations or rules; or (iv) constitutes SPAM or other inappropriate network conduct.
3 5.4. You may not impersonate any person or entity, including but not limited to any of our officers, directors, employees or representatives, or falsely state or otherwise misrepresent your affiliation with any person or entity. 5.5. You may not harvest, collect, store or use information about the users of the Website, the Content (as defined below) or other information posted on the Website. "Content" shall mean in this Agreement any trade marks, service marks and/or trade names used by us on the Website from time to time, and other content posted on the Website, including, but not limited to, images, pictures, graphics, photographs, animations, videos, music, audio and text, available through or posted on the Website. 5.6. We shall be entitled to inform relevant authorities, other online service providers and banks, credit card companies, electronic payment providers or other financial institutions of your identity and of any suspected unlawful, fraudulent or improper activity, and you will cooperate fully with us to investigate any such activity. 5.7. We reserve, at our sole discretion, the right to refuse any request by you to purchase any Product or Service. 5.8. Notwithstanding anything stated or implied to the contrary in this Agreement, at any time, without prior notice to you and without derogating from our other rights under this Agreement, we may terminate your access to the Website if we suspect or believe that you are in breach of any of the terms and conditions of this Agreement, or that you may be engaging in or have engaged in fraudulent, unlawful, or improper activity, including without limitation any violation of anti money-laundering rules and regulations. 5.9. Please note that when placing an order, the costumer's personal data can be provided to Bibit. Such data is used by Bibit for processing payment instructions only. The costumer's personal data will not be provided to third parties other than the Financial Institutions for the chosen payment method. Bibit's privacy policy can be viewed here http://www.bibit.com/content.php?page=privacy 6. LICENSE 6.1. We hereby grant you a limited, personal, non-exclusive, non-transferable, revocable, license to access and make use of the Website. 6.2. You are not permitted to and will not permit or assist others to: 6.2.1. copy, adapt, modify, create derivative works based on, translate or otherwise modify the Website or the Content; 6.2.2. enter, access or attempt to enter or access or otherwise bypass the applicable security system or interfere in any way (including but not limited to robots and similar devices) with the Website or the Content, or attempt to make any changes to the Website or the Content and/or any features or components thereof. 6.3. You hereby acknowledge and agree that the Content as well as any patent, copyright, design rights, data base rights, applications for any of the above, moral rights, knowhow, trade secrets, domain names, URL, or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not
4 registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, which belong to us or our affiliates, partners, suppliers or licensors ("Proprietary Rights") are exclusively owned by us or our affiliates, partners, suppliers or licensors, and we and/or such entities, as applicable, reserve all rights to the Proprietary Rights. You hereby acknowledge that by accessing and using the Website you obtain no rights in or to the Proprietary Rights other than those expressly granted under this Agreement. 7. LINKS TO OTHER WEBSITES 7.1. The Website may contain hyperlinks to websites operated by third parties ("Third Parties Sites"). Links to any Third Parties Site are provided solely as a convenience to you, for your reference only. If you use these links, you will leave the Website. G2S has not reviewed the Third Parties Sites and does not recommend, endorse or control and is not responsible for any of the Third Parties Sites, or for their content. WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY OR ACCURACY OF THE INFORMATION, ADVERTISEMENTS AND SERVICES ON THE THIRD PARTIES SITES. YOU ASSUME THE SOLE RISK OF MAKING USE OF AND/OR RELYING ON THE CONTENT, ADVERTISEMENTS AND SERVICES AVAILABLE ON THE THIRD PARTIES SITES OR INFORMATION OTHERWISE PROVIDED TO YOU THROUGH THE THIRD PARTIES SITES AS A RESULT OF YOUR USE OR OTHER INVOLVEMENT WITH THE THIRD PARTIES SITES. D. RESPONSIBILITIES AND LIABIILTY 8. WHAT ARE YOUR RESPONSIBILITIES? 8.1. You are solely responsible to determine whether the access and use of the Website and/or the Content by you, and the purchase of Products or Services, are permitted under any applicable laws, rules and regulations. 8.2. You agree to abide by all applicable local and international laws, rules and regulations, including without limitation with regard to copyright and intellectual property rights, and privacy laws. 8.3. You are solely responsible for all acts or omissions associated with your access and use of the Website, and the access and use of it by anyone on your behalf. 8.4. You shall not transfer in any way whatsoever your rights under this Agreement, without our prior written consent, which may be given in our sole discretion. 8.5. You are solely responsible for the supply and maintenance of all of the computer equipment and telecommunications networks and internet access services that you need to use in order to access the Website. We will not be liable in any way whatsoever for any losses caused to you by the internet or any telecommunication service provider which you have engaged in order to access the Website. 8.6. You will not commit any acts or engage in any conduct that is or that could be reasonably expected to be damaging to our reputation.
5 8.7. You will fully indemnify, defend and hold us and our officers, directors, employees, agents, contractors and suppliers harmless on demand from and against any and all losses, costs, expenses, claims, demands, liabilities and damages (including legal fees), however caused, that may arise as a result of or in connection with (a) access and use of the Website by you or by anyone else on your behalf; or (b) breach by you of any of the terms and provisions of this Agreement. 9. WHAT WARRANTIES DOES G2S EXCLUDE AND HOW DO WE LIMIT OUR LIABILITY? 9.1. THE SUPPLIERS ARE SOLELY AND EXCLUSIVELY LIABLE WITH REGARD TO ANY PRODUCT OR SERVICE PURCHASED THROUGH US ON OUR WEBSITE. WE PROVIDE NO WARRANTY WITH REGARD TO THE PRODUCTS OR SERVICES PURCHASED ON OUR WEBSITE AND WE DISCLAIM ANY IMPLIED WARRANTIES. 9.2. Without derogating from the generality of the above, the supplier who provided the product or service purchased by you through us is solely responsible for providing product or service warranty. However, any product or service warranty calls should be made by you through us and we shall refer such calls to the supplier. 9.3. The website and the content are provided "AS IS" and on "AS AVAILABLE" basis. neither we nor any of our affiliates and related parties, warrant or guarantee, without limitation, (1) that the website or content will be non-infringing, (2) that the operation of the website will be error free or uninterrupted, (3) that the website, content or the servers on which they are operated are free of viruses and bugs, or (5) the privacy, security, authenticity and non-corruption of any information transmitted through, or stored in any system connected to, the internet. 9.4. IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES AND RELATED PARTIES, BE LIABLE TO YOU FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR LOSS OR DAMAGE ARISING, INCLUDING WITHOUT LIMITATION, FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA, OR THE PROVISION OF PRODUCTS, SERVICES OR CUSTOMER ASSISTANCE, EXCEPT AS STATED IN THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH LOSS OR DAMAGE WAS FORESEEABLE OR HAS BEEN NOTIFIED TO US AHEAD OF TIME. 9.5. WITHOUT DEROGATING FROM ANY OF THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF G2S FOR ANY LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, TO YOU OR ANY THIRD PARTY HOWSOEVER ARISING (INCLUDING BY WAY OF NEGLIGENCE OR ANY OTHER THEORY OF LAW), SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU FOR THE PURCHASE OF THE PRODUCT OR SERVICES DIRECTLY GIVING RISE TO SUCH LIABILITY. E. GENERAL
6 10. CHANGES TO THIS AGREEMENT AND THE PRIVACY POLICY 10.1. We may amend any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by written posted on the Website. Any changes will take effect from the date specified in the notice of change, but not less than 30 (thirty) days from the time of such notice, unless such change is the result of any change by the acquiring banks or credit card associations we work with which comes into effect sooner than that (in which case, notwithstanding anything to the contrary in this Agreement, you will have a right of immediate termination of this Agreement). 11. MISCELLANEOUS 11.1. The construction, validity and performance of this Agreement will be governed by English law. The competent court in London will have exclusive jurisdiction in any matter arising from or related to this Agreement. However, this shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief. The English language version of this Agreement will prevail over any other language version issued by us. 11.2. The illegality, invalidity or enforceability of any provision of this Agreement will not affect the legality, validity or enforceability of the remaining provisions of this Agreement. 11.3. G2S may transfer, assign, sublicense or pledge this Agreement, in whole or in part, to any person or entity without notice, and you will be deemed to have given your consent to any such assignment.