General Terms and Conditions of Sales
The Terms and Conditions of Sales (hereinafter “Terms”) shall apply to any and all hardware products(collectively the “Products”) and Software Services and Customized or Prototype Services which includes OEM, ODM and authorization services of any individual and any legal entity(collectively the “Services”) purchased from SEEED Technology Co., Ltd(hereinafter “SEEED”) or/and its affiliates. The Products supplied by SEEED including all online orders, quotations, offers, purchase invoices, and other documents made by SEEED to its Customer, unless SEEED and Customer have signed a separate agreement in good faith with different terms and conditions expressly.
1. Acceptance of Terms
Customer agrees that Customer has read and understood all the terms and agrees to be bound by these Terms, and to comply with all applicable laws and regulations regarding use of these Products and Services. If Customer does not agree to these terms, please do not purchase such Products and use such Services from SEEED. Customer acknowledges that SEEED reserves the right to make changes to these Terms at any time. Customer can review the most current version of the Terms at any time at: www.seeedstudio.com. Customer continued use of any products or services will be deemed as Customer’s acceptance of any new or amended terms.
For Software Services, please refer to the Software Licensed Agreement at https://solution.seeedstudio.com/software-license-agreement/.
The Products and Services will be supplied by SEEED through both: (i) websites, which are located at www.seeedstudio.com, www.seeed.cc, solution.seeedstudio.com, sensecap.seeed.cc and related domains (each, a “Site” and all, collectively, the “Sites”); and ii) (only applicable for Software Services) Applications that may be downloaded or installed to a mobile device which runs an operating system named IOS or Android System /bunow only for the operating system named IOS and Android(each, a “Mobile App” and collectively the “Mobile Apps”).
Customer may choose the following methods to purchase from SEEED:
- on SEEED’s online website (BAZZAR store) through self-service ordering for SEEED’s Products and Services;
- directly placing a Purchase Order of Products and Services via telephone, fax, e-mail to indicate: a)on hardware products, what Products and Services Customer want to buy; b)on software services, what kind of software services Customer need; c)on customized services, what customized requirement Customer need, and Customer may discuss with SEEED’s sales on specific information of customized products;
- by SEEED’s authorized distributors that have built a distributor relationship with SEEED to distribute any Products and/or Services.;
- on SEEED’s official stores of the online purchasing platforms such as AMAZON, Neweggs, TAOBAO and JingDong for hardware products.
For Software Services, please read the Software License Agreement.
Regardless of the method of placing orders that may be selected by Customer, if SEEED has received and confirmed any order on Products and Services purchased from Customer, such orders may not be changed or canceled unless SEEED gives express consent. If Customer desires to change or cancel any confirmed order, please contact SEEED solely by telephone, e-mail or fax as soon as possible, deliver a written request to SEEED’s Contact Person, and SEEED will promptly reply Customer if SEEED can accommodate Customer’s request. If SEEED consents to Customer’s written request for modification of such orders, Customer shall pay for any and all additional costs resulting from the modification. If SEEED consents to Customer’s written request for cancellation of such orders, Customer shall pay to SEEED the percentage of the total order price which equals the percentage of the order completed by SEEED at the time of cancellation. Any Customized products are non-cancellable and non-returnable.
SEEED shall have the right to change the Prices on the Products and Services displayed on the websites at any time. Products’ and Services’ prices shall not specified include any city, state, or federal excise taxes, including without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use, and similar taxes, fees, or other charges imposed by governmental entities. When applicable, taxes or/and shipping charges will be added to the order or payment pages as separate charges to be paid by Customer. Prices shown are in U.S. Dollars unless different terms are agreed upon by both parties.
Unless otherwise agreed by SEEED and Customer in specified orders or otherwise legal documentations, all payments of Price shall be made of DELIVERY AGAINST PAYMENT and SEEED shall not accept C.O.D orders. Customer may choice the following method to pay:
1) Paypal, which Customer can choice directly during the online payment process or Customer can contact SEEED’s contact person to choose this method;
2) credit card, which Customer can choice VISA and MasterCard by entering credit card number to pay; and
3) Wire Transfers, which can only be used on orders with a grand total (subtotal plus all additions and deductions and shipping fees excluded) of at least $500 and Wire Transfers is preferred to apply when the price of orders is more than $2000. SEEED will not ship Customer’s order until Customer’s payment is verified by SEEED’s bank (Wire transfer payments usually take 3-5 business days to clear). Please send a copy of the Wire transfers receipt to SEEED’s customer service.
During the payment process, Customer shall be responsible for pay any taxes with respect to PayPal and Credit Card. SEEED and Customer will be liable for exchange rates exclusively with respect to Wire Transfers. If Customer is paying for Customer’s order with PayPal and Credit Card of payment which shall be applied to the fluctuate rates, please note such taxes may be charged. If an exemption from a tax is claimed, supporting documents must be furnished by Customer prior to delivery.
Late Payment. All delayed payments shall be subject to a service charge of one and one-half percent (1.5%) per month based on the outstanding balance. If Customer is late with payments or if SEEED has reasonable cause to believe that Customer may not be able to pay, SEEED shall be entitled to, at SEEED’s sole discretion, suspend all deliveries or refuse or delay any products for failure by Customer to make due payment.
SEEED will deliver the Products and perform the Services purchased from Customer within a reasonable time upon the confirmation of both parties.
(i) The delivery date for Products and Services will be set out on a Purchase Order or otherwise legal documents confirmed by SEEED. If any delay is caused by Customer in delivery, Customer shall be liable for all handling fees, storage expenses or/and other additional costs and fees resulting from such delay. Once SEEED’s dispatch, since the actual delivery of orders shall be impacted by many events out of SEEED’s control, any delivery dates are estimates only and SEEED will endeavor to meet Customer’s required delivery date. SEEED will not be liable for any delay in the performance of its obligations under these Terms, or for any damages suffered by Customer due to such delay, if the delay is, directly or indirectly, caused by a fire, flood, accident, civil unrest, act of God, war, governmental interference or embargo, labor strike, shortage of materials, or any other cause beyond SEEED’s control.
(ii) Once the shipping address Customer provided is confirmed by SEEED, SEEED will not accept any address change unless Customer has the reasonable cause to notify SEEED in writing. Customs are quite different in each country. Please comment while Customer is placing order about the requirements, SEEED will support as much as possible.
(iii) All Products delivered by SEEED shall be suitably and appropriately packed for shipment in accordance with marked for shipment to Customer’s destination specified in the applicable orders.
(iv) All shipments of trade terms under these Terms shall be set out on a Purchase Order subject to the confirmation of both parties. The exportation and import duties shall be performed by both parties respectively in accordance with specified trade term, which includes but not limited to clearance and taxes.
(v) Title and Risk of Loss. Title of all products passes to Customer upon the total amount paid by Customer for the Products and Services. The risk of loss of, or damage to, all Products shall pass to Customer upon SEEED deliver such Products to the first carrier for transmission to Customer. If Customer fails to accept any Product that SEEED has delivered such Products to the designated place or destination, SEEED shall be not liable for all costs and expenses resulting from the failure but SEEED may assist Customer to provide the materials to claim for any damage.
(vi) SEEED may offer the following shipping options:
(a) the Registered Air Mail which is only applicable for orders no more than $200 USD and SEEED will not hold the responsibility for the possible loss;
(b) Express including DHL and FedEx;
(c) Trade Terms which is defined in accordance with INCOTERMS 2010.
(vii) Product Availability and Limitation.
Given the supply constraints of some of SEEED’s Products and the requirements to obsolete and/or update certain SEEED’s Products, SEEED will reserve the right to change the quantities of such Products or such Products themselves available for purchase at any time before Customer has paid in full. SEEED may also have to discontinue or delete certain products at any time. If Customer orders the products which SEEED cannot supply, SEEED will notify promptly Customer in writing. SEEED will have the right to cancel or replace the ordered products or refund the purchase price in full.
7. Receipt and Inspection
Receipt of shipments or performance of services shall normally be deemed accepted by Customer. Customer shall have the right to inspect or/and report any defect or non-conformity such as shortage of products or damaged goods or services faults in writing to SEEED within seven(7) days after receipt unless different terms in separate agreements or orders. After such inspection period elapsed, any claims for visible defects shall be deemed unqualified acceptance of Customer and a waiver of all such claims by Customer.
SEEED warrants that: (i)all Products and Services provided hereunder shall be accurate descriptions and high quality and free from manufacturing defects in materials and workmanship under normal use for a period of twelve(12) months as of the date of delivery, unless otherwise stated in the specified and separate agreement; (ii)batteries installed as part of SEEED’s Products will be free from defects in materials and workmanship for a period of twelve(12) months from the date of delivery; (iii)Products partly or wholly supplied by the third party will be applied to their own warranty policy; (iv)Customized Services shall be applied the warranty terms in the separate agreement agreed upon and executed by both parties. This is an express limited warranty. If non-conforming products are provided or defects arises in a part or product during the applicable warranty period, SEEED shall, at its own discretion, (i)replace or repair defected product or part thereof free of charge to the applicable new product or equivalent to new in liability; (ii)offer a refund the prices paid by Customer or an exchange coupon less any taxes, discounts and otherwise charges. If there is any other question on after-sales services, please contact the email: [email protected].
Such warranty shall be subjected to the following conditions, if Customer would return any defected product:
- a written request or report to SEEED from receipt of shipments and SEEED have received such defects or non-conformities within thirty(30) days after such defects occurred or have known;
- Customer shall be obtained the Return material Authorizations (RMA) from SEEED;
- If any defected product is requested to return, customers shall return the defected products to SEEED’s designated place as set forth in RMA in its original packages and shipping at SEEED’s designated logistic supplier with a shipping tracking number.
- The returned package must be indicated with a valid RMA number. Returns without an RMA number will be rejected and returned at buyer’s expense.
- Product is within the Warranty Period.
SEEED shall be liable to Customer, for any breach as set forth in section 8, loss or damage arising from or relating to the installation, use or performance of any of the Products (including, without limitation, any indirect, special, incidental or consequential damages). SEEED shall not be liable under this warranty if the defect in the products supplied hereunder is caused by Customer’s misuse, abuse, neglect, improper installation or testing, unauthorized attempts to repair, or usage in conjunction with third parties’ products provided that such defects are due to such usage, or by accident, fire, liquid damage, lightning, reasonable abrasion or other hazard.
Disclaimer of Warranty
THE EXPRESS WARRANTIES, CONDITIONS AND REMEDIES SET OUT IN THE TERMS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, OBLIGATIONS AND REPRESENTATIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, SEEED IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT OF CUSTOMER’S PURCHASED PRODUCT FOR WHICH A WARRANTY CLAIM IS MADE. NOR SHALL SEEED IN ANY CIRCUMSTANCES BE LIABLE FOR LOST PROFITS OR OTHER INDIRECT INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES.
All non-public, confidential, or proprietary information of both parties, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, that SEEED discloses to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and regardless of whether marked, designated, or otherwise identified as “confidential”, in connection with these Terms is confidential, solely for the use of performing this Term, and may not be disclosed or copied unless authorized in advance by SEEED in writing. SEEED agrees that SEEED shall use such information only for the purpose of providing Products and/or services and performing the obligations and shall not transfer or transmit any documentation related to the transaction and any information submitted in process. SEEED further agrees to take all reasonable steps to ensure that no unauthorized persons shall have access to any of the Products and/or Services and that all authorized persons having access to the Products and/or Services shall refrain from any such disclosure, duplication or reproduction except to the extent reasonably required in the performance of SEEED’s duties under this Terms. This Section does not apply to information that is: (a) in the public domain; (b) known to receiving party at the time of disclosure; or (c) rightfully obtained by the disclosing party on a non-confidential basis from a third party.
10. Intellectual Property
Unless otherwise expressly stated in a separate agreement, Customer acknowledges that SEEED retains ownership of all right, title and interest (including copyright and patent rights) in and to the intellectual property relating to Products and Services and work product relating to these. SEEED claims all intellectual and industrial property rights granted by law therein and that, except as set forth herein, SEEED does not hereby grant any rights or ownership of the Products to Customer or any third party. Nothing in these Terms and Conditions of Sale shall be deemed as a transfer or conveyance of any right, title or interest in such intellectual property, including without limitation any trademarks related to SEEED’s products, and software contained in those, except such right licensed by SEEED to use in the documentation.
11. Indemnification and Limitation of Liability
NOTWITHSTANDING ANY PROVISION OF THESE CONDITIONS OF SALE OR ANY OTHER CONTRACT DOCUMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY OR ITS EMPLOYEE, ITS OFFICER, AFFILIATES,BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THESE TERMS OR THE SALE OF PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN THESE TERMS AND CONDITIONS FAIL OF THEIR ESSENTIAL PURPOSE. IN NO EVENT WILL SEEED’S TOTAL, AGGREGATE AND CUMULATIVE LIABILITY TO CUSTOMER FOR ANY CAUSE EXCEED THE AMOUNTS SEEED ACTUALLY RECEIVED FROM CUSTOMER FOR THE DELIVERABLES AND PRODUCTS AND SERVICES PURCHASED BY CUSTOMER PRIOR TO THE EVENT GIVING RISE TO THE LOSS, DAMAGE, OR LIABILITY. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 8 ABOVE) WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
12.1. Compliance. Either party will comply with all applicable laws, regulations, and ordinances, and Customer will comply with the export and import laws and regulations in effect as of the date of shipment of the Products of any country involved in the transactions contemplated by the Terms.
12.2. Force Majeure
Neither party shall be responsible for any failure to perform the Terms due to unforeseen circumstances or to causes beyond that party’s control, including but not limited to acts of God, war, terrorism, riot, embargoes, and acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of energy, labor or materials. In the event of any such circumstances, the Party in contingency shall inform the other Party of such contingency by fax, email or telegram immediately, and within fifteen (15) Days present valid documents signed by the notarial agency of the locale, stating the details of the incident and proving it is impossible to perform whole or part of this Terms is not able to be performed because of Force Majeure, the liabilities shall be exempted in part or wholly in light of the effects of Force Majeure. If the said Force Majeure lasts for ninety(90) Days, either of the Parties to the Terms shall have the right to terminate the Terms without incurring any liability under the said Terms.
Unless otherwise termination terms stated in a separate agreement, these general terms and conditions of sales will continue until terminated in accordance with the following terms. Either Party may terminate these Terms immediately by written notice to the other if:
(i) the other is in material breach of these Terms and has failed (where the breach is capable of remedy) to remedy the breach within 30 days of receipt of a written request from the Party not in breach which sets out the breach, requests remedy and indicates that failure to remedy may result in termination of these Terms; or
(ii) the other becomes insolvent, files for bankruptcy, is the subject of a voluntary arrangement with its creditor, has a manager, administrator or administrative receiver appointed over all or any parts of its undertaking, assets or income, has passed a resolution for winding up, or has a petition presented to any court for its winding up or for an administrative order.
Expiration or termination of these Terms under any of the foregoing provisions shall not affect the amounts due and otherwise obligations in accordance with these Terms by either party that exist as of the date of expiration or termination. Notwithstanding termination or expiration of these Terms, terms of warranty, confidentiality, intellectual property shall survive any termination or expiration of these Terms.
12.4. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of People’s Republic of China, except that body of laws controlling conflict of laws. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules in force at the time of application which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be Three (3), unless otherwise as may be agreed by both parties subsequently. The seat, place, of arbitration shall be in Shenzhen, China. The language to be used in the arbitral proceedings shall be English. The arbitral award is final and binding upon both Parties. The arbitration fees shall be borne by the losing party except otherwise awarded by the arbitral tribunal. To the fullest extent permitted by law, this arbitration proceeding and the arbitrator’s award shall be maintained in confidence by the parties so as to protect relevant valuable information or intellectual property rights. Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Terms except for those matters under arbitration. Nothing Stated within this Clause shall be deemed as preventing a party to seek for injunction, protective order, interim measures and any other urgent relief whatsoever of their nature from court with competence jurisdiction.