SG Wireless Terms for Use of eShop
If orders are placed on behalf of a business, You represent and warrant that You are authorized to accept these Terms on behalf of the business. You agree that You will indemnify SG Wireless from any claim or action due to your culpable behavior concerning Your order, the use of the eShop or any violation of these Terms.
- Offer and Acceptance: By placing an order on the eShop, you agree to be in compliance with these Terms. SG Wireless reserves the right to reject any order and for any reason until such time that SG Wireless accepts the order by either i. confirming the product has shipped or ii. expressly confirms acceptance of the order. Any order confirmation prior to that is for Your information and reference only. SG Wireless specifically rejects any terms provided by You such as on purchase orders or other communications not expressly incorporated herein.
- Prices, Fees, Availability and Invoicing: eShop Product prices are in U.S. Dollars (US$) and payments must be made in US$. Prices do not include taxes, duties, freight and shipping charges, special packaging, permits, certificates or custom declarations; You are responsible for these. By placing an order you authorize SG Wireless and its chosen vendors shipping Product(s) to You to pay any additional fees on Your behalf as may be charged by government authorities. SG Wireless endeavours to ensure the eShop prices are accurate however in cases where the actual price is higher than shown, or the Product is not immediately available for shipping at the time of order SG Wireless will either seek Your instructions or cancel Your order and notify You. Product pricing and availability is subject to change at any time up to acceptance of Your order per article 1. Product price, delivery and shipping details will be shown on the invoice for Your order which will be available immediately prior to shipment.
- Delivery: SG Wireless will use authorized third parties to ship Product(s) to the name and address shown in Your order. SG Wireless will not accept post office boxes or similar as delivery address. Any delivery dates given are estimates and SG Wireless will not be liable for any losses or expenses incurred by You if such delivery dates are not met.
- Cancellations, Returns and Refunds: SG Wireless may, at any time prior to accepting Your order, reject or cancel it for any reason including: if the Product is not available; if the pricing is incorrect; if the Product requires updates; if there are export control issues or if there are issues of credit or fraud. Should such cancellation happen, You will be notified and any payments made will be refunded to You. Except as required by applicable laws or as provided in these Terms, SG Wireless does not offer any returns, refunds or exchanges. Any refunds given will be done within thirty (30) days of SG Wireless receiving the Product(s). Shipping costs are to be paid by You.
- Payment Terms: Unless otherwise agreed in writing by SG Wireless all order payments must be made in full prior to Product shipment. By confirming Your order at checkout, You agree to pay for the eShop Product(s) plus any additional fees such as shipping.
- Taxes: Prices do not include applicable taxes or duties. You are solely responsible for paying all applicable taxes and duties. SG Wireless will add taxes to the Product price where required by law.
- Force Majeure: SG Wireless will not be in breach of these Terms and will not be liable for any delay or non-performance in fulfilling your order due to a force majeure event or other circumstance beyond SG Wireless’s reasonable control.
- Warranties: SG Wireless warrants that the Product(s) shall conform to the applicable specifications for a period of one (1) year. This warranty will have no legal effect if the Product is (i) misused, damaged, modified, placed in an unsuitable physical or operating environment, maintained improperly, (ii) submitted to abnormal conditions (mechanical, electrical or thermal) during storage, installation or use, (iii) used in a non-standard environment requiring robustness not documented in the applicable specifications, (iv) exposed to excess use of the maximum operating parameters (temperature limit, maximum voltage etc.) defined by SG Wireless, (v) used incorrectly in a design or application by You, (vi) defective as a result of Your design, (vii) caused to fail by a product or service not provided by SG Wireless, or (viii) subjected to any repair not authorized in writing by SG Wireless.
THIS WARRANTY SETS OUT SG WIRELESS’S SOLE OBLIGATION AND LIABILITY, AND YOUR EXCLUSIVE REMEDIES, FOR CLAIMS BASED ON DEFECTS IN OR FAILURE OF ANY PRODUCT OR SERVICE OR THE SUBJECT MATTER OF ANY SERVICE AND REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. IN NO EVENT SHALL SG WIRELESS’S LIABILITY FOR WARRANTY OR NON-WARRANTY CLAIMS EXCEED THE PURCHASE PRICE OF THE PRODUCT(S) FOR WHICH A CLAIM IS MADE. SG WIRELESS MAY AT ITS DISCRETION REPAIR OR REPLACE SUCH PRODUCT(S) OR ISSUE A CREDIT OR REBATE OF THE PURCHASE PRICE. IN NO EVENT SHALL SG WIRELESS BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES. REMEDIES SET FORTH HEREIN ARE EXCLUSIVE.
SG WIRELESS ESHOP PRODUCTS AND ESHOP SERVICES ARE PROVIDED STRICTLY “AS IS” AND SG WIRELESS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Applications and Compliance: You are solely responsible for the design, validation and testing of Your applications as well as for compliance with all legal, regulatory and safety requirements concerning its applications. You are expected to conduct qualification tests to verify correct operation of Your designs over the range of environmental and other conditions that may be encountered in actual use.
- Intellectual Property Indemnification: Should the SG Wireless Product(s), as delivered to You, be claimed to infringe a third party's intellectual property rights, SG Wireless will at its option and cost defend the claim or seek a compromise; should SG Wireless lose such a claim, it may either modify the Product(s) to avoid infringement or take out a license from the third party. If such a solution is not feasible, SG Wireless shall accept the return of the infringing Product(s) and shall reimburse You up to the amount paid by You for the Product(s). Such indemnification shall only be provided by SG Wireless subject to You (i) promptly notifying SG Wireless in writing of the claim of infringement and (ii) allowing SG Wireless to control, and co-operates with SG Wireless, in the defense and any related settlement action. Furthermore, such indemnification shall not apply to any claims of infringement (i) resulting from the combination of the Product(s) and any other product, software or technology even if the Product(s) are intended to be used in such combination, (ii) resulting from the programming of Product(s), except if programmed by SG Wireless, (iii) resulting from SG Wireless’s compliance with any industry or proprietary standard or Your use of the Product(s) to enable the implementation of any such industry or proprietary standard. You agree to indemnify SG Wireless and hold SG Wireless harmless from any damages and costs arising out of or in connection with claims of infringement made against SG Wireless pursuant to (i), (ii) or (iii) above.
- Limitations and Damages Disclaimer: ANY CLAIM FOR ALLEGED BREACH OR DEFAULT ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, MASK WORK RIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT BY SG WIRELESS PRODUCT(S) SHALL BE LIMITED TO THE PROVISIONS SET FORTH ABOVE IN ARTICLE 10. IN ADDITION SG WIRELESS SHALL HAVE NO LIABILITY UNDER THESE TERMS AND CONDITIONS FOR ANY LOSS ARISING FROM ANY CLAIM MADE AGAINST YOU, OR FOR ANY INDIRECT, SPECIAL OR INCIDENTAL, CONSEQUENTIAL OR FOR PUNITIVE DAMAGES INCURRED BY YOU, INCLUDING WITHOUT LIMITATION COST OF REPLACEMENT, ANCILLARY COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCT(S) OR SERVICES, RETESTING, LABOUR COST, LOSS OF PROFITS OR LOSS OF USE, BASED ON ANY BREACH OR DEFAULT OF SG WIRELESS. YOUR SOLE REMEDY AND SG WIRELESS'S SOLE AND TOTAL LIABILITY FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT (INCLUDING BREACH OF WARRANTY) OR TORT (INCLUDING NEGLIGENCE OR MISREPRESENTATION) OR UNDER STATUTE OR OTHERWISE SHALL BE LIMITED TO AND SHALL NOT EXCEED THE PRICE PAID FOR THE PRODUCT(S) WHICH GIVE RISE TO THE CLAIMS. CUSTOMER SHALL ALWAYS INFORM SG WIRELESS OF ANY BREACH AND ALLOW SG WIRELESS REASONABLE OPPORTUNITY TO CORRECT THE BREACH.
EXCEPT AS PROVIDED ABOVE, SG WIRELESS MAKES NO WARRANTIES FOR ESHOP PRODUCTS OR ESHOP SERVICES AND IN NO EVENT WILL SG WIRELESS BE LIABLE FOR ANY SPECIAL COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED WHETHER OR NOT SG WIRELESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Export Control: You are responsible for obtaining and being in compliance with any and all necessary licenses, consents, government documents and approvals prior to resale, import or any export or re-export or retransfer of eShop Product(s) under the laws and regulations of any relevant jurisdiction. You will not supply eShop Product(s) to any person, entity or country that is subject to sanctions or restrictions under any export control law or any International Sanctions Program. You will ensure that your distributors, re-sellers and end users comply with this article 12. If You face any delays or denials in obtaining the required approvals, SG Wireless shall be entitled to delay or cancel shipments accordingly in the case of denials without liability.
- Non-Waiver of Default: Should You be in default of any of these Terms, SG Wireless may decline to ship Product(s) or accept further orders and may pursue legal remedies for any such default. Should SG Wireless accept further orders that will not constitute a waiver of such default.
- Use of Coupon Code: Coupons are uniquely coded and must be applied at time of checkout, if valid, savings will be shown. Coupons cannot be applied after checkout and are not redeemable for cash or cash equivalents. Coupons cannot be combined with other coupons or discounts, are not transferrable and may not be resold.
- Assignment and Third Party Beneficiaries: You are not permitted to assign these Terms without SG Wireless’s prior written consent and any unauthorized assignment is invalid. These terms apply only to You and SG Wireless and SG Wireless’s affiliates and subsidiaries.
- Governing Law and Venue: The laws of the Hong Kong Special Administrative Region of China govern these Terms and all transactions hereunder and without regard to principles of conflicts of law. The parties submit to the non-exclusive jurisdiction of the courts of Hong Kong. The parties hereto expressly waive any right they may have to a jury trial and agree that any proceedings under these Terms and Conditions shall be tried by a judge without a jury.
- Miscellaneous: These Terms constitute the entire agreement concerning use of the eShop. No modifications to these terms will be binding upon SG Wireless unless agreed to in writing by SG Wireless. SG Wireless reserves the right to modify these Terms at any time without prior notice. Should any provisions of these Terms become invalid, the validity of the remaining provisions shall not be affected.
SG Wireless eShop T&C’s 19th August 2019