Last Updated: May 8, 2023
- If you intend to purchase or have purchased any of our products, you (a) agree that you are solely responsible for complying with all applicable law which includes, but is not limited to, all domestic, foreign or international law with respect to the ownership, use, transport, sale, transfer, import, export or re-export of any of our products (“Applicable Law”); and (b) represent and warrant to us that you will comply with all Applicable Law.
- You may not order or obtain products from us, either directly or through our Site, if you: (i) do not agree to these terms and conditions, (ii) are not the older of at least 18 years of age or the age of majority in the jurisdiction in which you reside, or (iii) are prohibited from purchasing the products by Applicable Law.
- By placing an order for products from us, you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions.
- These Terms are subject to change by us without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes. For clarity, the Terms in effect on the date your place an order will apply to your order.
Restrictions on Use
- As a condition of your use of the Site, you agree (a) not to use the Site for any purpose that is unlawful under Applicable Law, or prohibited by these Terms; (b) not to defame or disparage anybody or make comments of an obscene, derogatory or offensive manner or otherwise use the Site or its content in a way that brings us or any third party into disrepute or causes us to be liable to any third party; (c) not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Site or its content except as permitted by us under these terms or as expressly provided under Applicable Law and/or under any additional Terms; (d) not to use the Site to distribute viruses or malware or other similar harmful software code; (e) not to represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so in writing; and (f) that you are solely responsible for all costs and expenses you may incur in relation to your use of the Site and shall be solely responsible for keeping any password and other account details confidential.
- We reserve the right to prevent or suspend your access to the Site if you do not comply with any part of these terms and conditions or any Applicable Law.
- You may place an order for products by sending a purchase order to us. All orders must be accepted by us or we will not be obligated to sell the products to you.
- If we choose to accept your order, we will issue a pro-forma invoice (the “Invoice”) to you. The Invoice will set out the payment, currency, shipping and other terms which are relevant to the order. For clarity, the order shall only be subject to these Terms and any terms which are set out in the Invoice. In the event of any inconsistency between these Terms and the terms of the Invoice, the terms of the Invoice shall prevail.
- If you choose to cancel or reduce an order, we may, in our sole discretion, agree to such cancellation or reduction on the condition that you pay a restocking fee equal to the greater of (a) the total amount of all of expenses which we incurred in connection with the change, including any lost profits, and (b) 25% of the total order price.
Prices and Payment Terms
- All prices provided to you are subject to change without notice. Price increases will not apply to (a) existing orders where a required deposit was paid prior to the price increase; and (b) quotations with a set expiration date if the order and any deposit is made prior to the price increase. Prices do not include taxes or shipping charges. All such taxes and shipping charges will be added to your total price. Rush orders may be subject to an additional fee, which will be provided to you for your acceptance in advance.
- Unless otherwise agreed by us in writing, payment must be received by us before we start to fulfill the order. We accept wire transfer, certified cheque (or non-certified cheque from governmental customers), direct deposit and e-transfer.
- We may charge late payment interest of 1.5% per month (18% per annum) on any overdue amounts. Without limiting any of our other rights or remedies, we may refuse additional orders or suspend any orders until all overdue amounts are paid in full. If you do not pay any overdue amounts within five (5) business days of written notice by us, we may also cancel the order and retain any payment made by you as liquidated damages.
- All sales are final. We do not offer refunds on any products ordered or, except as specifically provided herein, any payments made.
- We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
Delivery and Title
- The Invoice will set out our respective responsibilities for shipping and any charges. Unless otherwise agreed, all prices shall be EXW GSCI’s warehouse. Any shipping and delivery dates provided to you are estimates only and are not guaranteed. We are not liable for any delays in shipments.
- Unless otherwise agreed, if you refuse or fail to take delivery of any products within 30 days of the expected delivery date or the date is ready to be picked up by you, then without limiting any of our other rights or remedies, we may: (a) terminate your order and retain any payment made by you as liquidated damages; (b) sell the products at the best price readily obtainable and charge you for any shortfall below the purchase price; or (c) arrange for the storage of the products at your sole risk and cost and you shall reimburse us for all expenses incurred in connection with that storage until actual delivery, including insurance.
- Title and risk of loss pass to you upon our transfer of the products to the carrier, provided that, if you have not paid for your order in full at the time of transfer, title shall pass to you upon your payment for your order in full. Upon your request and at your cost, we can apply our third-party insurance coverage to your order.
- All products made by us are ITAR-free, however, most require a Canadian Export Permit. Although we may apply for an Export Permit on your behalf, without additional cost, we do not guarantee and are not responsible for the issuance of the Export Permit which is solely determined by the Minister of Foreign Affairs (Canada) and depends, in part, on the nature of the information provided by you. If we agree to apply for an Export Permit on your behalf, you agree to cooperate with us and promptly provide us with such information as we reasonably require in connection with such applicable. You represent and warrant that all information that you provide to us is and will be true, accurate and complete.
- You represent and warrant that if you are buying products for resale or export, that you will follow all Applicable Laws regarding such resale or export and that you are solely responsible for determining whether such resale or export is permitted under the laws of any jurisdiction.
Disclaimers and Limited Warranty
- Many of our products utilize third-party parts and components. As a result, specifications such as the technical description, view, weight, dimensions, some optical-electronic and/or mechanical features and/or some of parts and components are subject to change without notice to you.
- All products are manufactured in accordance with GSCI specifications, including those set out in the Invoice. All electronic, mechanical and optical parts in our systems are factory tested, aligned and calibrated. However, as we are unable to conduct the final mounting and zeroing of some products on your firearms or day-time scopes, we are not responsible for and you assume all risk and liability with respect to any issue or claim related to the proper mounting and zeroing of your system.
- We offer the following limited warranty:
- Subject to subparagraph (b), we warrant that for a period of seven (7) years from the date of purchase (the “Warranty Period”), the products will materially conform to the specifications set forth in the Invoice and will be free from material defects in materials and workmanship.
- Parts and components which are manufactured by a third party (“Third Party Parts and Components”) are not covered by the warranty in subparagraph (a). With respect to Third Party Parts and Components, we assign all warranties provided by such third party manufacturers for defects in materials and workmanship to you, to the extent that such Third Party Parts and Components (such as image intensifier tubes, focal plane arrays (thermal cores), VNIR Cameras, LRF modules, LCD and OLED displays) are covered by their manufacturer’s warranty and can be assigned by us to you. Although we may assist you by submitting a warranty claim on your behalf, we are not responsible or liable for any failure by the manufacturer to fulfill the warranty claim.
- In order to activate the warranty, you must submit the activation form to us within 30 (thirty) calendar days after receiving the product. You can access the activation form from this link: https://gsci.net/register/ or by contacting us using the contact information below.
- Except for the express warranties set forth in the previous paragraph, we make no warranty whatsoever with respect to the products, including any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; (c) warranty against infringement of intellectual property rights of a third party, whether arising by law, course of dealing, course of performance, usage of trade or otherwise. You acknowledge that you have not relied upon any representation, condition or warranty made by us, or any other person on our behalf, except as specifically provided herein.
Accuracy of Information and Availability of the Site
- While we use reasonable efforts to provide you with accurate and up-to-date information, we do not represent, warrant or promise (whether expressly or by implication) that any content on our Site or material which we provide to you is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. Any reliance you may place on such content or material is at your own risk and is provided for your general information purposes only and to inform you about us and our products. It does not constitute technical, financial or legal advice or any other type of advice.
- While we make commercially reasonable efforts to ensure that the Site is available, we do not represent, warrant or guarantee in any way the Site’s continued availability at all times or uninterrupted use by you of the Site.
Limitation of Liability
- In no event shall we be liable to you or any third party for any loss of use, revenue or profit, or for any consequential, indirect, incidental, special, exemplary, punitive or aggravated damages whether arising out of or relating to any breach of contract, tort (including negligence) or otherwise or our dealings with you, regardless of whether such damages were foreseeable and whether or not we have been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
- Without limiting the generality of the foregoing, you assume all risk and liability for the results obtained by the use of any Products, whether in terms of general effectiveness, success or failure, operating costs and regardless of any oral or written statements made by us, by way of technical advice or otherwise, related to the use of the products.
- You hereby indemnify, defend and hold harmless GSCI and its officers, directors, employees and agents (collectively, “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, disbursements and charges and fees incurred by any Indemnified Party (collectively, “Losses”), relating to or resulting from (a) a breach or non-fulfillment of any of your representations, warranties, conditions or covenants set forth in these Terms; (b) any negligent or more culpable act or omission of you or any of you, your affiliates or either of your respective officers, directors, employees, contractors and agents (collectively “Personnel”) (including any recklessness or wilful misconduct) in connection with your performance of its obligations under these Terms or by your use of any Products; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by the acts or omissions of you, your affiliates or either of your respective Personnel; or (d) any failure by you, your affiliates or any of your respective Personnel to comply with any Applicable Laws.
- From time to time, you and GSCI (each a “Party”) may disclose or make available to the other Party information including technical and business information relating to proprietary patentable and non-patentable ideas, confidential intellectual property, trade secrets, research and development, production, costs, prices, customers, clients, marketing, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party who may obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement or upon request by the disclosing Party, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed, with the except of any Confidential Information which the receiving Part is required by law to maintain. Each Party’s obligations of non-disclosure with regard to Confidential Information will survive the termination or expiration of the Parties’ relationship or these Terms for a period of five (5) years.
- You acknowledge and agree that we will remain the sole and exclusive owner of all intellectual property rights in and to the Site, the products and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trade-marks and other intellectual property rights, subject only to any intellectual property rights in any Confidential Information which you have provided to us. You do not and will not have or acquire any ownership of these intellectual property rights in or to the Site or the products.
- “GSCI” and our logo are our trademarks. Other trademarks and trade names may also be used on this Site. The use or misuse of any trademarks or any other content on the Site except as provided in these terms and conditions is strictly prohibited. Nothing contained on the Site shall be construed as granting, by implication, estoppel or otherwise, any licence or right to use any trademark without our prior written permission
- We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control (a “Force Majeure”), including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions or orders, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, sabotage, computer failure, cyber-attack, riot or other civil unrest, national emergency, revolution, insurrection, pandemic, epidemic or outbreak of communicable disease, lockouts, strikes or other labour disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.
- In the event of a Force Majeure, we will provide you with written notice of our failure or delay within four (5) weeks from the commencement of the Force Majeure event, which notice will describe the event and the actions which we will take to minimize any resulting impact.
- All delivery dates under these Terms affected by a Force Majeure event shall be tolled for the duration of the Force Majeure. The parties agree to reschedule their applicable obligations for mutually agreed dates as soon as practicable after the Force Majeure event ceases to exist.
Governing Law and Jurisdiction
- All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction).
- In the event of any claim, dispute or controversy arising out of or relating to these Terms or any Product (a “Dispute”), each party agrees to utilize all reasonable efforts to resolve the dispute promptly and in an amicable and good faith manner by negotiations between the parties. If the parties are unable to resolve the Dispute within a period of thirty (30) days, then the Dispute shall be resolved exclusively and finally by binding arbitration at ADR Chambers under the ADR Chambers Arbitration Rules. The place of arbitration shall be Toronto, Ontario, Canada. There shall be one (1) arbitrator jointly selected by the parties. If the parties are unable to agree upon an arbitrator within ten (10) days, the appointment will be made by a judge of the Ontario Superior Court of Justice upon the application by either party. The language of the arbitration shall English. There will be no appeal from the decision of the Arbitral Tribunal on questions of fact, law, or mixed fact and law.
- Any notice under these Terms made by provided by email, personal delivery, overnight courier or registered or certified mail to the address specified on the Invoice. Notices provided by personal delivery will be effective immediately. Notices provided by email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
- You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
- The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of GSCI.
- These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
- If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
- If you have any questions about these Terms, you may contact us at email@example.com