Terms & Conditions

These terms and conditions (the “Agreement”) govern the sale of Gremsy goods (the “Products”) between Gremsy JSC (“Gremsy” or “Seller”) and the buyer identified on the applicable order (“Buyer”). This document acknowledges Gremsy's receipt of Buyer's order and confirms the sale of the Product evidenced by the invoice as expressly conditioned upon Buyer's acceptance of the terms and conditions set forth herein.

Acceptance of an Order shall be effective only upon Gremsy's written acknowledgement. Gremsy is not obligated to accept any Order and reserves the right to refuse any order, even after accepting payment or partial payment for such order. If Gremsy rejects an Order, Gremsy will credit or refund any payment made by Buyer in connection with that Order. Gremsy's acceptance of any Order is expressly conditioned on the agreement that only these Terms and Conditions govern the rights and obligations of the parties with respect to the Products covered by the Order.

Written quotations shall expire fifteen (15) calendar days from the date of quotation unless withdrawn in writing sooner. Verbal quotations are provided for budgetary guidance only and are not binding. Unless otherwise specifically stated, all prices are quoted in United States Dollars (USD) and do not include sales, local, value-added, or other similar taxes, which shall be added to the invoice and paid by Buyer where applicable.

• a. Method of Payment. Payment may be made by wire transfer or credit card. All orders are payable in United States Dollars (USD).
• b. Standard Payment Terms. All orders must be paid in full prior to shipment via wire transfer or credit card. Credit card payments are limited to a maximum of USD 5,000 per Order, and any remaining balance must be paid by wire transfer. Once the Buyer has been notified that a Product is allocated to the Buyer, the Buyer must have sufficient funds available or remit payment in full within five (5) business days, or the Order will be canceled. Canceled Orders must be re-ordered, with the Order position based on the re-order date.
• c. Balance Payments. Buyer must pay the full remaining balance of the invoice before the order will be processed for shipment. Full balance payment must be made within five (5) business days of order confirmation, or the order will be canceled and the allocated Product released back to open inventory and may become unavailable thereafter.

• a. Buyer may cancel an Order without charge by written notice to Gremsy, provided such notice is received before the Product has been allocated to Buyer or entered production/procurement for the Order.
• b. If written notice of cancellation is received after the Product has been allocated but at least 5 business days before the scheduled shipment date, Gremsy may charge a cancellation fee of up to 10% of the total purchase price to cover allocation, procurement, and administrative costs already incurred.
• c. Once the Product has been delivered to the carrier for shipment, the Order cannot be canceled under any circumstances, and Gremsy shall have no obligation to issue any refund, except as expressly provided under Section 10 (Returns). Any written notice of cancellation received after such delivery to the carrier will be deemed invalid.
• d. Deposits paid on custom, pre-ordered, or engraved Products are non-refundable upon cancellation, as further described in Section 10 (Returns).

Buyer may request changes to an Order by written notice to Gremsy. Gremsy is not obligated to accept any requested change. If Gremsy agrees to a change, the Order shall be modified in writing to reflect the agreed change, including any resulting adjustment to price, delivery schedule, or deposit amount.

Unless otherwise provided by Gremsy in writing, all Product shipments shall be made Carriage Paid To (CPT) destination from Gremsy's facility in Thu Duc District, Ho Chi Minh City, Vietnam, Incoterms 2020, at which point title and risk of loss or damage pass to Buyer upon transfer of the Products to the carrier. Where Buyer elects to use its own preferred freight forwarder, shipment shall instead be made Ex Works (EXW), Incoterms 2020, from the same facility. Buyer shall be the importer of record for all purchased Products, if applicable, and is solely responsible for obtaining any licenses required for importation into countries other than Vietnam.

In the absence of specific shipping instructions from Buyer, Gremsy will ship by the method it deems, in its sole discretion, most advantageous. Transportation charges will be collected prior to shipment. Products will be shipped in standard commercial packaging unless Buyer requests special packaging or export instructions, in which case any additional cost is Buyer's responsibility. Gremsy reserves the right to reject certain shipping or packing methods and shall use reasonable efforts to notify Buyer of any anticipated delivery delay, but shall not be liable for any loss, damages, or penalty resulting from such delay.

Buyer must accept or reject each Product within fourteen (14) days after receipt. Any Product not rejected within that period is deemed accepted, and any subsequent return shall be handled in accordance with Section 10 (Returns) below. Product may not be rejected based on criteria that were unknown to Gremsy or on test procedures that Gremsy does not conduct.

Buyer shall not cause or permit the modification or reverse engineering of the software, electronics, or sealed components of any Gremsy Product without Gremsy's express written consent. Buyer shall not develop or use non-Gremsy-approved products or software that plug into or directly affect the function or performance of a Gremsy Product without Gremsy's express written consent, and shall not provide repair services for Gremsy Products without such consent. Buyer shall not use Gremsy's trademarks — including as part of a domain name, company name, keyword, or search-engine optimization — without Gremsy's express written consent.

Buyer shall not use or sell Gremsy Products for any warfare or weapon development purpose. Gremsy disclaims all liability for any unauthorized use or misuse of the Products by third parties.

Gremsy warrants that the Products will be of good quality and workmanship and free from material defects. Upon expiration of the applicable warranty period below, all of Gremsy's warranty liabilities terminate. In no event shall Gremsy be liable for consequential damages, and Gremsy may use refurbished parts for repairs or replacements. Certain Products may be subject to a separate software license agreement.

• a. Standard Warranty. Gremsy grants the original purchaser a Standard Warranty from the effective date of shipment Ex Works from Thu Duc District, Ho Chi Minh City, Vietnam, for the following periods:
  • Gimbal Mechatronics – 12 months
  • Gimbal Controller Board – 12 months
  • Gimbal Motors – 12 months
  • Mechatronics Accessories – 3 months
  • Electrical Accessories – 3 months
  The Standard Warranty does not apply to batteries and covers parts and labor for Product returned to an Authorized Service Center under Gremsy's Return Authorization (“RA”) policy. Any repaired or replaced Product is warranted for the greater of (i) the remainder of the original warranty period or (ii) ninety (90) days from Buyer's receipt, applicable only to the components actually repaired or replaced.
• b. Extended Warranty. Certain Products may carry an additional warranty beyond the Standard Warranty, which applies only where expressly stated on the Product invoice and covers parts and labor for the period stated thereon.
• c. Battery Warranty. Gremsy warrants that batteries purchased or included with a Product will be free from defects in materials and workmanship as of the date of purchase. Due to the nature and use of batteries, no term warranty applies. Misuse, abuse, incorrect charging, and failure to comply with applicable battery warnings or guidelines are not covered.
• d. Warranty Limitations. Gremsy's warranties do not cover: (i) Products purchased through Gremsy's distribution system, for which warranty and repair requests are handled by the applicable dealer, except in cases of mass product defects, which Gremsy will handle directly; (ii) damage from any cause other than normal use in accordance with Gremsy's specifications and owner's manual, including theft, weather exposure, negligence, misuse, abuse, or improper power supply; (iii) alterations, modifications, or repairs performed by Buyer or unauthorized third parties; (iv) accident, disaster, improper handling or storage, dropping, opening of sealed components, or use of third-party accessories; (v) transportation damage or improper maintenance; and (vi) cosmetic damage. Breaking the seal on any sealed component (including motors or electronics) without Gremsy's approval voids all warranties. Any parts replaced under warranty become Gremsy's property and will not be returned to Buyer.
• e. Non-Warranty Repair. Product no longer eligible for warranty repair may be sent to an Authorized Gremsy Service Center subject to an evaluation fee, which will be applied toward the cost of repair if a quotation is accepted. Buyer is responsible for all associated troubleshooting, diagnosis, repair, testing, calibration, storage, and shipping costs. Any repaired or replaced Product is warranted for ninety (90) days, applicable only to the components actually repaired or replaced.
• f. Third-Party Warranties. Gremsy does not honor warranty agreements extended by third parties; only warranties granted directly by Gremsy will be honored.

Buyer must obtain a Return Authorization (“RA”) prior to returning any Product. Except for batteries, Product may be returned for refund only within fourteen (14) days of Buyer's receipt, provided it is in as-new condition and passes Gremsy's quality control inspection.

• a. Factory Seal. If the factory seal has been broken, a return will not be accepted unless Gremsy specifically approves the return following evaluation, in which case a restocking fee of twenty-five percent (25%) of the purchase price may apply. All equipment must be returned in as-new condition in its original packaging. Buyer shall be responsible for any actual, reasonable, and documented taxes, duties, tariffs, customs fees, return shipping charges, or other government-imposed charges incurred in connection with the return, to the extent applicable. Any refund will be issued within thirty (30) days after completion of Gremsy's evaluation, less the applicable restocking fee and any amounts properly payable by Buyer under this Section.
• b. Engraving. Where Gremsy offers custom engraving, Gremsy is not responsible for errors in an engraving request submitted by Buyer. A pre-ordered Product with custom engraving may be canceled prior to shipment, but any deposit paid becomes non-refundable. Engraved Products may otherwise be returned within fourteen (14) days of delivery, less the deposit paid, subject to the same as-new condition and factory-seal requirements (including the 25% restocking fee plus forfeiture of the deposit if the seal has been broken).
• c. Shipping. Buyer is responsible for prepaid, fully insured shipping of returned Product in its original (or equivalent) packaging, and must deliver the Product to Gremsy within ten (10) days of RA issuance. Product not delivered within that period will not be eligible as a return for credit and will be shipped back to Buyer at Buyer's cost.
• d. Dangerous Goods. Any return containing a lithium-ion battery must be shipped by a certified Dangerous Goods shipper, and Buyer shall not ship any battery that has been physically damaged. Buyer agrees to indemnify and hold Gremsy harmless from any liability arising from Buyer's failure to comply with this requirement.

IN NO EVENT SHALL GREMSY OR ITS LICENSORS BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS (HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY), EVEN IF GREMSY OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL GREMSY'S OR ITS LICENSORS' LIABILITY FOR A PRODUCT (WHETHER ASSERTED IN TORT, CONTRACT, OR OTHERWISE) EXCEED THE AMOUNTS PAID TO GREMSY FOR SUCH PRODUCT, AND IN NO EVENT SHALL GREMSY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO GREMSY FOR PRODUCT IN THE PRECEDING TWELVE (12) MONTHS. GREMSY SHALL NOT BE LIABLE FOR COSTS OF PROCURING SUBSTITUTE GOODS, OR FOR DAMAGES ARISING FROM LATE DELIVERY. THESE LIMITATIONS APPLY TO ALL LIABILITIES ARISING FROM THIRD-PARTY CLAIMS AGAINST BUYER AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 9 (WARRANTY), GREMSY AND ITS LICENSORS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS TO NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND DO NOT WARRANT THE PERFORMANCE OR RESULTS OF ANY PRODUCT. THE SOLE REMEDY UNDER THE WARRANTY IS REPAIR OR REPLACEMENT OF DEFECTIVE PARTS AS SET FORTH IN SECTION 9, WHICH IS NON-TRANSFERABLE TO THIRD PARTIES. GREMSY WILL NOT BE LIABLE FOR PROPERTY DAMAGE, LOST TIME, OR LOST DATA RESULTING FROM PRODUCT FAILURE OR FROM DELAYS IN OR INABILITY TO RENDER SERVICE.

Buyer shall indemnify, defend, and hold Gremsy and its officers, agents, other representatives, and licensors harmless from all demands, claims, actions, losses, damages, liabilities, settlements, judgments, fines, penalties, and costs (including reasonable attorneys' fees) of every kind arising from (i) personal injury, death, or property damage to the extent proximately caused by Buyer's misuse of a Product or by Buyer's negligent or willful acts or omissions, or (ii) any breach of this Agreement by Buyer.

Gremsy and its licensors retain all proprietary rights, including all patent, trademark, trade secret, copyright, and other intellectual property rights, in and to all Gremsy designs, manufacturing processes, engineering details, and other data pertaining to any Product, except where such rights have been assigned pursuant to a written agreement signed by a corporate officer of Gremsy. Sale of a Product does not convey any right, express or implied, under any intellectual property or manufacturing process. All software included in a Product (including updates provided to Buyer, if any) is licensed, not sold, to Buyer, and Buyer shall not transfer such software apart from the Product or modify, decompile, disassemble, or reverse engineer it. Gremsy Products are designed to be compatible only with Gremsy or Gremsy-approved software, parts, and products; use of any other software, parts, or products that plug into or directly affect a Product's function or performance voids all warranties.

Any technical, commercial, or other information disclosed or provided by Gremsy to Buyer in connection with an Order, including without limitation product specifications, pricing, engineering data, software, and other proprietary information, is proprietary and confidential to Gremsy (“Confidential Information”). Buyer shall keep such Confidential Information strictly confidential and shall not use or disclose it to any third party without Gremsy’s prior written consent, except as necessary to purchase, receive, and use the Products. If Buyer and Gremsy have entered into a separate agreement governing the protection or disclosure of confidential information, such agreement shall prevail to the extent of any conflict with this Section.

The foregoing obligations shall not apply to information that: (a) is or becomes publicly available through no fault or breach by Buyer; (b) was lawfully known to Buyer without restriction prior to disclosure by Gremsy; (c) is lawfully obtained by Buyer from a third party without restriction and without breach of any confidentiality obligation; or (d) is independently developed by Buyer without reliance on Gremsy’s Confidential Information.

In the event of a breach or threatened breach of this Section, Gremsy shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity, without the necessity of proving actual damages or posting a bond, to the extent permitted by applicable law.

Buyer agrees to comply with all applicable export, re-export, import, sanctions, trade restriction, anti-bribery and anti-corruption laws and regulations of Vietnam and any other applicable jurisdiction in connection with Buyer’s use of Gremsy Products and services, including, where applicable, the U.S. Export Administration Regulations (“EAR”) and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Buyer shall not transfer, export, re-export, sell, or otherwise make available any Product in violation of applicable law, including to any prohibited destination, end user or end use, or to any person or entity subject to applicable sanctions or export restrictions. Buyer represents and warrants that it will comply with all applicable export control and trade compliance requirements and will not circumvent or evade any such requirements.

Buyer and Gremsy shall first attempt to resolve any dispute arising out of or relating to this Agreement (a “Dispute”) through good-faith negotiations between authorized representatives of each party. If the Dispute is not resolved within twenty (20) business days after either party provides written notice requesting negotiation, or such longer period as the parties may mutually agree in writing, either party may refer the Dispute to final and binding arbitration administered by the Vietnam International Arbitration Centre (“VIAC”) in accordance with the VIAC Rules of Arbitration in effect at the time the arbitration is commenced.

The seat of arbitration shall be Ho Chi Minh City, Vietnam. The arbitration shall be conducted in English by one (1) arbitrator. The arbitral award shall be final and binding upon the parties, and judgment on the award may be entered and enforced in any court of competent jurisdiction.

Nothing in this Section shall prevent either party from seeking interim, provisional, or injunctive relief from any court of competent jurisdiction where necessary to protect its intellectual property rights, Confidential Information, or other rights pending the final resolution of the Dispute by arbitration.

This Agreement and all Orders are governed by and construed in accordance with the laws of Vietnam, without regard to its conflict-of-laws principles. To the extent the sale of Products is governed by applicable Vietnamese commercial and civil laws, those laws shall apply. Nothing in this Agreement is intended to waive or limit any right or remedy that cannot lawfully be waived or limited under applicable law.

Neither party may assign, transfer, or otherwise dispose of this Agreement or any Order, or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned. Notwithstanding the foregoing, Gremsy may assign this Agreement, or subcontract any part of its obligations, without Buyer's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its relevant assets.

Gremsy shall not be liable for any delay, interruption, or failure in performance arising from or caused by events beyond Gremsy’s reasonable control, including, without limitation, acts of God, fire, flood, natural disasters, accidents, epidemics or pandemics, riots, war, terrorism, government actions or restrictions, embargoes, sanctions, strikes, labor disputes, shortages of materials, components, energy or transportation, supply chain disruptions, or major equipment failures not caused by Gremsy’s negligence.

Quantities and delivery dates are subject to product availability. In the event of a shortage or supply constraint, Gremsy may, in its reasonable discretion, allocate available Products and deliveries among its customers, provided that Gremsy shall use commercially reasonable efforts to minimize the impact on Buyer.

If a Force Majeure event continues for more than ninety (90) consecutive calendar days and materially prevents Gremsy from performing the affected Order, either party may terminate the affected Order by written notice to the other party. In such event, Gremsy shall refund any amounts paid by Buyer for the undelivered portion of the terminated Order, less any reasonable, documented, and non-recoverable costs and expenses incurred by Gremsy in connection with such Order prior to termination.

Prices do not include sales, local, or other similar taxes. Where applicable, such taxes will be shown on and added to Buyer's invoice, and shall be paid by Buyer.

Unless otherwise agreed in writing, all payments under this Agreement shall be made in United States Dollars (USD).

Neither party is granted any right to use the other party's name, trademark, logo, or other designation in any advertising, publicity, or marketing activity, and neither party will issue any press release or other publicity referring to the other party, without the other party's prior written consent.

Gremsy's failure to insist upon strict performance of any term or condition herein shall not be deemed a waiver of any subsequent default of that or any other term or condition.

If any term or condition of this Agreement is held invalid under any applicable statute or rule of law, it shall, to that extent, be deemed omitted, without affecting the validity of the remaining provisions.

Section headings used herein are for convenience only, do not form part of these Terms and Conditions, and shall not be used to construe or interpret this Agreement.

These Terms and Conditions constitute the entire and exclusive agreement between Buyer and Gremsy concerning the Products and Buyer's purchase, and supersede all prior or contemporaneous statements or agreements, whether written or oral, between the parties. The current version of these Terms and Conditions is available at all times on Gremsy's website. Gremsy reserves the right, in its sole discretion, to update, change, or replace any part of these Terms and Conditions by posting updates on its website; it is Buyer's responsibility to check the website periodically for changes, and continued use of the website following any posted changes constitutes acceptance of those changes.

Gremsy may collect and process information from Buyer, such as name, business contact information, and transaction information, through account registration, the Gremsy online store or forum, newsletter subscriptions, and use of Gremsy’s website. Such information may be collected by Gremsy or service providers retained by Gremsy and will be used for the purposes disclosed at the time of collection, to perform transactions and services, to maintain business records, or as otherwise permitted by applicable law. Where applicable to Gremsy’s collection or processing of personal information, Gremsy will comply with applicable U.S. and California privacy laws, including the California Consumer Privacy Act, as amended, to the extent applicable. Gremsy’s collection and processing practices are further described in its applicable Privacy Policy.

Gremsy reserves the right to modify this privacy policy at any time. Buyer should review it frequently. Changes and clarifications take effect immediately upon posting to Gremsy's website.

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