Sales Terms & Conditions
In these sales terms and conditions (the “Terms & Conditions”), the term “GENEViSiO” shall mean the applicable seller of Products (as defined below), and the term “Customer” means the applicable purchaser of the Products.
1. Terms and Conditions:
Except only where otherwise agreed by GENEViSiO, the terms and conditions in this Terms & Conditions shall govern the sale and offer by GENEViSiO to Customer of devices for deployment in production compute, network, and communications equipment (“Devices”), and Engineering Samples (as defined below) (collectively, “Products”). “Engineering Samples” means Products that are in prototype or are developmental or experimental in nature that will disclose to Customer in advance. Customer accept all nature of Engineering Samples prior to placing orders.
GENEViSiO offers to sell and deliver Products in accordance with the terms and conditions of this Terms & Conditions, and acceptance of any GENEViSiO offer is limited to these terms and conditions. Any purchase from Customer is conditioned on whose acceptance of and compliance with these terms and conditions. If Customer and GENEViSiO have agreed on certain special arrangement in writing, the said special arrangement is prior to Terms and Conditions, and the remaining provisions will continue in full force and effect.
If any provision of this Terms & Conditions is held to be unlawful, unenforceable, or invalid by a court of competent jurisdiction, such provision shall be modified to make it lawful, enforceable, and valid, while preserving the business intent and impact of the original provision, and the remaining provisions shall remain in full force and effect. Any failure by GENEViSiO to enforce any of the provisions in this Terms & Conditions shall not be construed as a waiver of such provision, nor affect the validity of this Terms & Conditions or the right of GENEViSiO to enforce this Terms & Conditions.
GENEViSiO reserves the right to make any modifications, amendments, or changes to this Sales Terms & Conditions (“Changes”) without prior notice.
2. Payment:
Prices and pricing conditions, including but not limited to effective days, currency, step pricing, and minimum order amount, are quoted by GENEViSiO in the official GENEViSiO quotation only. Customer shall pay GENEViSiO’s invoice in full without any deduction, set-off, or counterclaim. Customer has no rights in partially completed goods.
GENEViSiO reserves the right to require payment prior to delivery or change credit terms at any time for any reason, including but not limited to a change in the financial condition or payment history of Customer, and to require any additional security such as a bank guarantee or parent company guarantee. GENEViSiO may suspend or cancel performance under this Terms & Conditions or any other Terms & Conditions without liability if Customer fails to make any payment when due. Customer agrees to waive the right to recover from GENEViSiO any unclaimed credits granted by GENEViSiO six (6) months after the accrual of such claims unless a special extension has been granted by GENEViSiO.
Customer shall pay any taxes imposed by any government authority from the transaction between GENEViSiO and Customer, and any taxes paid by GENEViSiO as required at the time of sale or thereafter, including all national, federal, state, or other government, excise, use, occupational, sales, value-added tax (VAT), goods and services tax (GST), export, import or customs fees or duties or like taxes or duties now in force or enacted in the future.
3. No Return/Rescheduling/Cancellation:
Products are non-returnable except for warranty returns under Section 7 below and Orders acknowledged by GENEViSiO in writing (via email or otherwise as may be agreed in writing between the parties) are non-cancellable and cannot be rescheduled by Customer without GENEViSiO’s express written consent (collectively, “NCNR”).
4. Delivery, Acceptance, Transfer of Title, and Risk of Loss:
Delivery terms shall be EXW, and the following shall apply: (a) GENEViSiO owns possession of products until Customer pays up the payment of purchased products. (b) risk of loss to the Products shall transfer to Customer when GENEViSiO tenders the Products to the freight forwarder at the GENEViSiO-named place of shipment. (c) After the delivery of products, in case the customer fails to pay up the payment of products, the customer shall return these products to GENEViSiO and be responsible for the shipment fee. If these products have been sold to a third party by Customer, Customer shall pay twice the amount of purchased products to GENEViSiO as the reimbursement and penalty. (d) Customer is responsible for insuring the Products against the risk of loss or damage during shipment. (e) Customer shall be responsible for and pay all applicable freight, fees, duties, insurance, and charges for the export, import, and delivery of the Product upon delivery at the GENEViSiO-named place of shipment. (f) Customer shall adhere to all applicable export laws and regulations.
The date and time of delivery occur when the forwarder collects parcels of Products. In the event of capacity constraints, Customer is deemed to have consented to GENEViSiO allocating shipments, and GENEViSiO shall not be responsible for any losses caused because of unavailable, late, or partial shipments due to allocation. Delivery dates indicated in GENEViSiO’s acknowledgments are estimates, and delivery may occur in installments. GENEViSiO shall not be liable for any losses, damage, or expenses incurred by Customer if GENEViSiO fails to meet the estimated delivery dates.
5. No License:
GENEViSiO reserves all rights under any patents, trademarks, trade secrets, or copyrights other than those exhausted upon sale of a Product, and no additional rights to GENEViSiO’s intellectual property are granted under this Terms & Conditions whether by implication, estoppel, or otherwise.
6. Product Modifications/Discontinuance:
GENEViSiO may modify the specifications of Products and substitute Products manufactured to such modified specifications at any time without prior notice to Customer, provided such Products essentially conform to the form, fitness, and function of the original Products.
7. Warranty:
Subject to the limitations and exclusions in this Terms & Conditions, GENEViSiO warrants that Products delivered will be free from defects in materials and workmanship in the period of one-year warranty time that commencing on the date for such Products arrival to Customer hereunder (the “Warranty Period”). This warranty does not apply to and excludes to the maximum extent permitted by applicable law: (a) GENEViSiO products procured from unauthorized sources; (b) Products that have been subject to misuse, mishandling, accident, alteration, neglect, or unauthorized repair or installation; (c) Products used in an application or environment that is not within the Specifications; (the items described in subparagraphs (a) to (c) being, collectively, “Excluded Items”). Customer waives any right to assert a warranty claim.
For any breach by GENEViSiO of this warranty, the exclusive remedy of Customer and the sole liability of GENEViSiO shall be to replace or repair the affected Products at GENEViSiO’s option, or if neither is feasible in GENEViSiO’s opinion, to refund to Customer the price paid to GENEViSiO for the affected Products. Without GENEViSiO’s Return Material Authorization (RMA), Customer cannot return Products.
The warranty set forth in this Terms & Conditions is exclusive and non-transferable. To the maximum extent permitted by applicable law, GENEViSiO disclaims all other warranties and conditions, whether express, implied, or statutory, including any warranty of merchantability, fitness for a particular purpose, or non-infringement, as well as any warranty that may arise from course of dealing and performance, usage of trade, or other howsoever arising.
8. Force majeure:
GENEViSiO shall not be liable for any loss, damage, or penalty resulting from a failure to fulfill or delay in fulfilling an obligation when such failure or delay results from causes beyond its reasonable control, including but not limited to acts of God, natural disaster, pandemics, war, fire, explosion, terrorism or threats thereof, civil or labor unrest, materials shortages, or supply disruptions or delays. Customer has the obligation to pay GENEViSiO for Products after they have been taken by Customer’s forwarder in any event described in this section.
9. Indemnification:
GENEViSiO agrees to assist defending against claims, suits, or proceedings to the extent based on a claim raised by Customer that Products delivered to Customer by GENEViSiO directly infringe any patent or copyright (collectively, “Claims”), provided that Customer (a) gives GENEViSiO notice in writing of the Claim; (b) gives GENEViSiO all necessary information, assistance, and authority required; and (c) makes no admission of liability without the permission of GENEViSiO.
GENEViSiO shall not be responsible for any losses, damages, costs, fees, or expenses incurred without prior written authorization from GENEViSiO, and have no obligation or liability for any Claim related to (a) Products modifications made by any party other than GENEViSiO or modifications made by GENEViSiO at the request of Customer; (b) the combination of Products with other products, including combining Products with any other software, device, system, subassembly, circuitry, or materials; (c) the use or incorporation in Products of any specification or design on behalf of Customer; (d) any infringement based on protocols established by standards bodies; (e) willful acts of Customer or its affiliates; or (f) a claim or counterclaim against Customer for claims initiated by or on behalf of Customer against a third party (collectively, “Excluded Claims”).
Customer agrees to defend against Claims instituted against GENEViSiO related to Excluded Claims and for any Claims related to an allegation that Customer’s use of Products infringes upon any copyright, patent, or claims that Customer misappropriated or disclosed unlawfully trade secrets of a third party in connection with a Claim (collectively, “Relevant Claims”). Customer also agrees to pay money damages awarded in a final judgment against GENEViSiO for such misuse or infringement, provided that GENEViSiO (a) gives Customer notice in writing of the Relevant Claim; (b) gives Customer all necessary information, assistance and authority required; and (c) makes no admission of liability without the permission of Customer.
10. Limitation of Liability:
To the maximum extent permitted by applicable law: (1) GENEViSiO shall not be liable for any cost of procurement of substitute products or rework, loss of data, loss of use, lost profits, goodwill, or any damages in connection with a sale of Products and this Terms & Conditions; (2) the entire liability of GENEViSiO in connection with this Terms & Conditions shall not exceed the purchase price for the applicable products giving rise to such liability; and (3) no claim, suit, or action shall be brought against GENEViSiO under this Terms & Conditions more than six months after the occurrence of the event giving rise to the related cause of action.
11. Governing Law & Jurisdicti:
This Terms and Conditions shall be interpreted by the law and regulations of Taiwan, R.O.C. and any relevant dispute shall be subject to the jurisdiction of the District Court of Taipei, Taiwan, R.O.C.
