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General Terms and Conditions of Sales of u‑blox AG for Sales via Internet Online Shop (excluding Services)

General: Unless otherwise expressly agreed in writing, all offers, orders, shipments, uses of u‑blox’s firmware, software and hardware (“Products”), as well as all third party software provided by u‑blox (“Third Party Software”) are governed by these general terms and conditions (“General Terms and Conditions”). Any terms and conditions stipulated by the Customer which are different from the General Terms and Conditions shall be valid only if expressly agreed by u‑blox in writing. These General Terms and Conditions constitute the entire, complete and exclusive agreement between u‑blox and the Customer (“the parties”). By taking delivery of Products or Third Party Software or by using support or Data Services, Customer accepts these General Terms and Conditions. Orders shall not be effective until they are confirmed by u‑blox’s order confirmation.

Use Restrictions: Except where Customer is an authorized u‑blox distributor, the resale, rent or lease of standalone Products or Third- Party Software is strictly prohibited. If Customer is a distributor, distributor acknowledges and agrees that it (i) will resell the Products to third parties only in accordance with the restrictions set forth hereunder, and (ii) will include such restrictions in its agreements with such third parties. Customer may not integrate the Products into its own modules for the sale as standalone goods. Products may not be used in weapons and weapon systems (e.g., systems for identifying targets or for the guidance of missiles, bombs or bullets), including for testing and simulation of such weapon systems. Products are not intended for use as Critical Components (as defined below) in or in combination with (a) automated driving assistance device or system in any automotive application and mechanism (except where the Products are ISO 26262 compliant as stated in the Product data sheet), or (b) any kind of medical life-saving or life support device or system (including any device or system that is intended for surgical implant into the human body or to support or sustain life) and whose malfunction or failure to perform may result in significant injury or death to the user, or (c) any nuclear facilities, or (d) any air traffic control device, application or system, or (e) any other device, application or system where it is reasonably foreseeable that failure of the Product(s) as used in such device, application or system would lead to death, bodily injury or property damage. A Component is Critical when its malfunction or failure to perform may cause the failure of a device or system, or may affect the effectiveness of such device or system. u‑blox excludes its liability for any prohibited use or a use for which Products are not intended, and Customer shall indemnify u‑blox from claims resulting from such use. It is, unless expressly authorized in these Terms and Conditions or by mandatory provisions of law, forbidden to decompile, to detect the source code or the underlying user interface techniques or algorithms of the software, to change, reproduce or develop the software, to take action that would cause the software to be placed in the public domain or open source community or general public libraries, or to reproduce, change or reverse engineer the hardware. Products are subject to further use restrictions as provided hereunder.

Price: All prices and charges on u‑blox’s website include packaging costs and exclude VAT, other taxes, withholding tax, duties, bank charges and fees. Shipment costs are deducted from the Customers credit card if no valid account number with an express carrier/package delivery company is specified in the order. u‑blox reserves the right to modify prices for Products not yet shipped if supplier material or component prices have changed or as provided for under article 10 and shall notify the Customer thereof as soon as possible.

Payment Terms: u‑blox only accepts prepayments by credit card. Credit card data are encrypted in SSL technology and will be kept confidential. No data will be transferred to third parties unless necessary for the transaction. With the placement of an online purchase order, the Customer agrees that his credit card will be debited for costs of the purchase, shipment, taxes, transportation insurance and/or customs charges.

Delivery/Risk: Delivery is DAP (Incoterms 2010). Late delivery shall not justify termination of the order. Partial delivery is allowed.

Shipment: Products are shipped by u‑blox at Customer’s cost and risk to the address indicated in the order. Shipments are in multiples of minimum order quantity (MOQ) as applicable for each Product type. For quantities below MOQ a surcharge applies. Delivery times may be extended in the case suppliers extend delivery times or are no longer able to deliver. u‑blox shall notify Customer of any extension.

Incoming Inspection: Customer shall perform incoming inspection as necessary to ascertain that the Products shipped correspond to the order confirmation. Customer may reject those Products that do not correspond to the order confirmation within five (5) business days from the receipt of shipment. In the event Customer does not reject the Products within the five (5) business day period, Customer shall be deemed to have accepted the delivered Products in full.

Return Policy: In the event that the Customer wishes to return a shipment without any warranty or incoming inspection claims, the Customer agrees to pay a restocking and handling fee of 50% of the Product price. Shipping for returned shipments is at the responsibility and cost of the Customer. Products can only be returned after receiving a confirmation which can be requested at https://www.u‑blox.com/en/project-information-form. Only unopened shipments in their original packaging can be returned. Products sold under a Non-Cancellable, Non-Returnable (NCNR) purchase order cannot be returned.

Warranties: u‑blox’s Product warranty applies for a period of twelve (12) months from the date of delivery for any proven defects due to bad material or poor workmanship of u‑blox’s hardware. Under the warranty, u‑blox undertakes, at its sole discretion, to repair or, replace the defective hardware or to reimburse the purchase price for the defective hardware. It is the Customer’s responsibility to arrange and pay the return shipment of the defective hardware to u‑blox. Return shipment will only be accepted if such shipment is in accordance with the conditions of u‑blox’s Return Material Authorization (RMA) Request form. Repaired or replaced hardware will be warranted hereunder only for the remaining portion of the original warranty period. Any guarantee or additional warranty, implied warranty (merchantability or fitness for a particular purpose) or any return due to reasons other than the above-mentioned is expressly excluded. Any removed hardware shall become u‑blox’s property. The Customer shall bear the associated costs of replacement of any defective hardware (i.e. removing, transporting and reinstalling). Excluded from u‑blox’s warranty are all defects, which result from normal wear and tear or damaging external influences (e.g. electromagnetic, electrolytic, chemical, weather, air pollution), unapproved repairs, improper maintenance or storage, failure to observe the user manual and mounting instructions, excessive loading, inappropriate or insufficient testing, inappropriate material or processes, failure to implement or to enable the implementation of updates or upgrades of firmware or software (through firmware over the air or otherwise) as recommended by u‑blox. Before mass-production, Customer shall perform tests as necessary to assure that the Products are fit for the purpose intended by the Customer. u‑blox’s warranty applies only to Products that are identified as “Initial Production”, “Mass Production” or ”End of Life” and not to samples. The warranty terminates upon the Customer’s breach of any obligation under the General Terms and Conditions. A warranty claim must be made within three (3) days after discovery of the defect by Customer, otherwise u‑blox’s warranty coverage shall not apply. Support is provided on an “as is” basis and u‑blox, its affiliates and third party licensors expressly disclaim all warranties, whether express, implied or statutory.

Standard Essential Patents: Customer is entitled to use u‑blox’s modules based on the licenses for patents which are essential for the 2G, 3G and/or 4G standards (“Standard Essential Patents”)granted to u‑blox at the date of the quote/offer to Customer for the relevant Cellular Product Use Restriction category (as defined below). New Standard Essential Patent licenses entered into by u‑blox after the date of the quotation/offer may result in price increases to reflect increased royalty costs.  This Clause 10 states the entire liability and obligation of u‑blox and the exclusive remedy of the Customer with respect to any alleged or actual infringement of patents, copyrights, trade secrets, trademarks, or other intellectual property rights. Customer represents not to have a license for Standard Essential Patents and shall indemnify u‑blox in case of any breach of this representation.

Cellular Product Use Restrictions

“2G means”: recognized standards officially promulgated by one or more standards setting organizations defining GSM, GPRS, EDGE, GERAN, and TETRA.

“3G means”: recognized standards officially promulgated by one or more standards setting organizations defining CDMA family of standards (e.g., CDMA2000 1xRTT, CDMA2000 EV-DV, CDMA2000 EV-DO Rev A and B); TD-CDMA and TD-SCDMA; WCDMA (FDD and TDD) Releases 99 and 4 through 7; UMTS and any HSPA specifications (e.g., HSDPA, HSUPA and HSPA+) included in Releases 8-10 and subsequent releases, both within the 3rd Generation Partnership Project (3GPP).

“4G” means: recognized standards officially promulgated by one or more standards setting organizations: (i) any and all releases of OFDM-based standards resulting from the Long Term Evolution (LTE) project, the Long Term Evolution Advanced (LTE Advanced) project and the Long Term Evolution Advanced Pro (LTE-A Pro) project, each within the 3GPP, beginning with Release 8 and any and all subsequent releases, and all improvements and revisions thereto; and (ii) the IEEE standard known as 802.16. For the purpose of clarity, 4G Licensed Standards includes, but is not limited to, those standards referred to as LTE Cat 0, LTE Cat M, LTE Cat 1, LTE CAT 4, LTE CAT 6, NB-IoT, and all LPWA and LTE versions (including these and other low-power categories that may eventually be included in a 4G or 5G release, if such categories are LTE air interface based) or included in an LPWA evolution of mMTC based technology. “4G” according to this Agreement does not include any audio including voice-primarily, video codec that may be referenced in such 3GPP specifications, e.g. Advanced Audio Coding (AAC), Enhanced Voice Services (EVS), High Efficiency Video Coding (HEVC) or Versatile Video Coding (VVC) and their evolutions.

“Embedded Application” means the use of any assembly, module or modem card, including any 3G or 4G modem, embedded within another product in such a way that such assembly, module or modem card is not attachable to or detachable from such other product by an end-user consumer without the use of a tool.

A Cellular Product as indicated in u‑blox’s order confirmation is subject to the following use restrictions (“Use Restrictions”):

“M2M” means a module designed, marketed or sold for use by businesses and consumers principally to allow machines and devices (Devices) to communicate with each other or exchange data without, or with minimum, human interface or interaction. An M2M Device's functionality and use is not primarily related to wireless voice communications and is for permanent integration into a complete Device or item of equipment. Examples of a M2M Device includes: (1) utility meter, (2) vending machine, (3) cargo container, (4) ATM machine, (5) POS device, (6) remote monitoring, automation and control system, (7) digital sign or digital billboard, (8) portable health care device or medical apparatus used to treat a medical condition (e.g., a defibrillator), (9) alarm or security system, or (10) portable tracking devices that are primarily utilized to track people, pets, livestock, wildlife or goods, provided that all of the aforementioned equipment or devices (i) either (A) are data only (i.e. does not support two-way voice communications and does not provide or incorporate any direct connectors and/or pins which are dedicated for audio input/output or a microphone or a means of interfacing a microphone (whether by wire or wireless connection) to such device), or (B) are only capable of transmitting and receiving two-way voice communications to and from a maximum of ten (10) pre-programmed telephone numbers that can only be altered in a set-up mode, and which can be called i) automatically (for example in an emergency, accident or intrusion detection) provided that the Device is not primarily designed to be a 3G or 4G Handset, (ii) cannot provide a wireless hotspot for other subscriber Devices by means of a 3G or 4G wireless technology, and iii) is not a 2G router. For clarity, a 2G M2M module primarily designed for M2M functionality but that has limited voice capability in normal mode of operation is M2M.

 “Consumer” means a module that must be physically integrated into a device which is a) designed, marketed or sold for use by individuals for entertainment, communications or productivity purposes and not for manufacture and whose primary functionality and use is not related to wireless voice communications and which falls in one of following product categories: cameras, pc card modems, USB sticks, PNDs, mobile computing, gaming, and similar entertainment, communication or productivity devices or b) a computer, including without limitation, a personal computer, laptop, tablet, e-reader, netbook, Mobile Internet Device (MID), or Ultra Mobile Personal Computer (UMPC), or security device.

“Handset” means a 3G or 4G module used in a terminal unit that must be physically integrated into a device marketed and sold for use in a terminal product in final form ready for use by the end user (or substantially completed in a partially or assembled form for final manufacturing, packaging, sale and distribution) that (a) contains the necessary hardware and/or software to enable voice communications (including without limitation using a cellular voice channel, VOIP, or otherwise) without the need to be coupled to another device (though the need to be coupled to a separate microphone or speaker, such as a Bluetooth earpiece (e.g., a watch phone) shall not disqualify a product from being a Handset); and (b) is designed to be easily carried on one’s person (e.g., in one’s hand, on one’s wrist, on one’s ear, or in one’s pocket) or in one’s vehicle. By way of example, Handset includes, without limitation, devices commonly referred to in the industry as low/voice centric phones, smart phones, feature phones, enhanced phones, multimedia-centric phones, smartwatches, wireless-enabled desktop phones, car phones, and wireless-enabled PDAs, but does not include, without limitation, Consumer Electronic Devices, M2M Devices, or Wireless Modules.

” Telematics” means a module that is used only for permanent integration into a device which (i) is incorporated into and is not detachable from an automobile, truck, bus or ship, and (ii) is not capable of initiating or receiving 3G or 4G communication unless such device is physically and electrically connected to an automobile, truck, bus or ship. A Telematics module cannot be attached or detached from the vehicle by an end user consumer without losing the capability to initiate or receive wireless communication transmissions.

“Laptop” means a module that is used only for permanent integration into a complete end-user terminal that (i) is designed primarily for use as a personal computer, (ii) includes a keyboard with a minimum of 26 keys, (iii) has a non-foldable screen with a screen size of at least 7 inches diagonal (or across its largest dimension), (iv) weighs at least 12 ounces, and (v) includes a tracking/pointing stick, touch screen, rollerball or touchpad to move the cursor. The Laptop Module cannot be attached or detached from the terminal by an end-user consumer without the use of a tool.

“3G Other”, “4G Other” are 3G or 4G modules which do not fall into any of the above categories.

In-band modem features may only be used for emergency purposes.

Acknowledgment of Use Restrictions: Customer expressly acknowledges and agrees that the Cellular Products purchased by Customer from u‑blox may be used by Customer only for the limited purposes specified in the applicable Use Restriction(s).

Audit: Upon u‑blox’s reasonable request, made at any time during a five (5) year period following delivery of Products, Customer agrees to provide u‑blox with access to its books, records and customer contracts solely to enable u‑blox to confirm that Customer has complied with the Use Restrictions set forth herein. 

Third Party Beneficiary: The parties expressly acknowledge and agree that in the event of Customer’s breach of the Use Restrictions, u‑blox’s Standard Essential Patent licensors shall be regarded as third party beneficiaries (“Third Party Beneficiary”) solely for the purposes of enforcing the terms of this Clause. Furthermore u‑blox may assign its right to collect any additional royalties owed to the Third Party Beneficiary who may collect such additional royalties directly from the Customer (instead of u‑blox collecting such additional royalties on behalf of the Third Party Beneficiary).

[NOT USED].

Software Licenses: u‑blox grants Customer a non-exclusive, non-transferable, worldwide license to use the u‑blox software provided to Customer to the extent necessary to operate and use the u‑blox hardware. u‑blox application software may be modified and sublicensed to the extent necessary for Customer and its own customers to operate and use the Products. The software and the Third Party Software provided by u‑blox is licensed pursuant to the applicable license terms identified hereunder, in a separate agreement, in the applicable source code file(s) and/or file header(s) provided in/with the software, respectively the Third Party Software, or in the open source software terms as published on www.u‑blox.com (Terms & conditions) or on the indicated website (e.g. github), which may be amended by u‑blox from time to time.

Liability: u‑blox excludes any liability for any support services. u‑blox’s maximum cumulative liability is limited to the lesser of CHF 100,000 or the total payment received by u‑blox during the previous twelve (12) months from Customer for the Products giving rise to liability irrespective of the orders placed by the Customer (“Order Products”). Any liability which is not expressly mentioned under the General Terms and Conditions and any liability, without limitation, for indirect or consequential damages, loss of profit, irrespective of the grounds on which it is based (including late, partial or no delivery, infringement of intellectual property rights, tort, contract or strict liability), is excluded by u‑blox to the maximum extent authorized by law. u‑blox’s liability applies only to Products that are identified as “Initial Production”, “Mass Production” or ”End of Life”. Customer using or selling Products in devices or systems where malfunction can result in personal injury or casualties, do so at their own risk and agree to hold u‑blox harmless from any claims, liabilities or damages as a consequence. The use or sale of Products in countries subject to different regulations and standards than those in force at u‑blox’s place of production, are at Customer’s risk. u‑blox will only be liable towards the Customer as per the terms hereof, if the Customer (a) informs u‑blox immediately of any issue in the Products giving rise to liability hereunder and cooperates with u‑blox to remedy such issue, (b) gives u‑blox prompt written notice of any alleged or intended claim with regard to the Products by the Customer or a third party, (c) allows u‑blox on its request to control the defense and/or settlement of any claim for which u‑blox has an obligation to indemnify hereunder, (d) does not make any admission as to liability or agree to any settlement without first obtaining u‑blox’s written consent, and (e) provides to u‑blox all reasonable cooperation and information as may be requested by u‑blox. In the event that, following the notification of an issue giving rise to liability hereunder and prior to written certification by u‑blox that the issue has been remedied, the Customer makes new or additional order/s for Product/s bearing such issue, u‑blox shall not be liable and shall not indemnify the Customer for any such new or additional order/s. u‑blox shall not be liable for non, partial or bad performance due to any event beyond its reasonable control, including, but not limited to, acts of God, floods, wars, fires, material shortages of suppliers, changes in government rules and regulations. 

Indemnification: Customer shall indemnify and hold u‑blox harmless against any and all damages, liabilities, penalties, fines, costs, and expenses, including attorneys’ fees, arising out of claims, suit, allegations or charges of Customer’s failure to comply with the General Terms and Conditions.

Ownership: Ownership of the Hardware shall remain with u‑blox until receipt of full payment. No intellectual property rights are assigned or sold.

Pledge or Lien: The Customer shall have no pledge or lien on the Product prior to payment.

Technical Information: Instructions, recommendations, data and drawings in summaries, brochures, datasheets, manuals, catalogues and on u‑blox’ website are not binding and do not constitute a warranty (express, implied or statutory). u‑blox may modify such information at any time without notice.

Product Change Notification: u‑blox may change Products or discontinue a product according to its product change notification procedure.

Confidentiality: Unless a confidentiality agreement applies between the parties (which shall take precedence), the following terms shall apply: technical, financial or commercial information (including the business relationship) disclosed by u‑blox to Customer shall be treated by Customer as strictly confidential and may not be copied, modified or disclosed to third parties by Customer. u‑blox reserves the right to share Customer’s information with third parties in order to fulfill legitimate business interests or to comply with legal requirements (including but not limited to sharing with u‑blox’s auditors or u‑blox’s licensors’ auditors, as required by a court order, subpoena or government investigation) or sale of a business unit.

Termination: Either party may terminate a quote, order or license upon the other party’s insolvency, bankruptcy, liquidation or filing of any application therefore, seizure of the other party’s assets or assignment to the benefit of its creditors. u‑blox may terminate a quote, order and/or license with immediate effect in case of a material breach of the Customer’s obligations (including but not limited to breach of Use Restrictions). u‑blox may terminate a quote, order, delivery, and/or license in case a third party claim prohibits u‑blox to develop, produce, provide, sell or offer for sale a Product, software or license.

Export Control and Regulatory Requirements: Customer represents that the Product will not be shipped to any countries subject to embargo, export controls or other restrictions under any applicable law or regulation and that he/she is not on a denied person or entity list. At u‑blox’ request, Customer will sign a letter confirming the above. Customer is obliged to comply with the regulatory requirements applying to each Product as indicated in the respective Product’s documentation (e.g. U.S. FCC or IC regulations).

Assignment: Customer is forbidden to assign its rights and/or obligations in part or entirely to a third party without u‑blox’s written approval.

Force Majeure: u‑blox shall not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, whether caused to u‑blox directly or to one of its suppliers, which may include (but shall not be limited to) natural disasters, epidemics, diseases, acts or threats of terrorism, cyber-attacks, fire, flood, explosion or other similar or dissimilar acts of God, acts of war, hostilities (whether war be declared or undeclared), operational disturbances without fault, shortages of components, changes in applicable rules and regulations, strikes embargo or other acts of governmental or quasi-governmental restrictions or intervention, public disorder, discontinuity of internet or other network access and other unavoidable events

Severability: If any term of the General Terms and Conditions is or becomes illegal, invalid or unenforceable in any applicable jurisdiction, this shall not affect the legality, validity or enforceability of any other term of the General Terms and Conditions, and such term shall be replaced by the term that comes closest to its intended economic purpose to the maximum extent authorized by law.

Law and Jurisdiction: All contracts between the Parties are subject to Swiss material Law excluding its conflicts of law provisions. The United Nations convention on contracts for the international sale of goods of 1980 shall not apply. In the event of any dispute, the place of venue shall be Zürich, Switzerland, except where u‑blox raises a claim at the Customer’s place of residence or at the place of delivery, whereupon the dispute shall be heard in the nearest court to such location.

Survival: Clauses 2, 9 to 17, and 19 to 27 shall survive termination of the General Terms and Conditions.

Issue 2021.12.