Applicable for shipments to destinations in North, Central and South America
1. General: All orders, shipments, supplies of u‑blox’ firmware, software and hardware (Product) and services (Services) are made subject to these terms and conditions. Any conditions stipulated by the Customer which are different from these general conditions shall be valid only if expressly acknowledged by u‑blox in writing by an authorized officer. This a greement constitutes the entire, complete and exclusive agreement between the parties relating to the Products and Services to be provided by u‑blox. Orders become valid only after release of payment by the credit card institute of the Customer. u‑blox reserves the right to refuse orders.
2. Conditions of Use: Customer is granted a limited, non‑exclusive license to use u‑blox’ intellectual property rights incorporated in the firmware (i.e. a program embedded in u‑blox hardware or as flash software provided by u‑blox) and software (i.e. a program to be installed on Customer products to provide interoperability with u‑blox firmware), without the right to sublicense, and only to operate the u‑blox hardware. It is, unless authorized by mandatory provisions of law, forbidden to decompile, to detect the source code, the underlying user interface techniques or algorithms of the software, to change, reproduce or develop the firmware or software, to take action that would cause the software to be placed in the public domain, open source community or general public libraries or to reproduce, change or reverse engineer the hardware. Customer is obliged to comply with the open source software terms published on www.u‑blox.com (Terms & conditions). Software mayonly be modified to achieve interoperability with u‑blox products. Firmware, software and hardware (the “Product”) may only be used for integration in Customer products and distribution after such integration, and not for resale. All data and know how communicated to Customer may not be used for any other purpose. u‑blox’ 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. u‑blox’ Products are not designed and intended for use as critical components in or in combination with (a) any life safety or automated driving assistance device or system in any automotive application and mechanism, or (b) any kind of medical life saving or life support device or system which 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 catastrophic property damage. A critical component is one whose malfunction or failure to perform may cause the failure of a device or system, or may affect the effectiveness of such device or system. Cellular Products are furthermore subject to use restrictions as defined below.
3. Price: All prices and charges on u‑blox’ 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.
4. 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 shipment, taxes, transportation insurance or customs charges.
5. Delivery/Risk: Delivery is FCA Reston VA (Incoterms 2010). Late delivery shall not justify termination of the order. Par tial delivery is allowed.
6. 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.
7. Incoming Inspection: Customer shall perform incoming inspection as necessary to ascertain that the Products shipped correspond to the placed order and the order confirmation. Customer may reject those Products that do not correspond to the order and the order confirmation if any such inspectionis done by the Customer within five (5) business days as from the receipt of shipment. Customer's failure to perform the incoming inspection
shall result in the acceptance of the delivered Products.
8. Warranties and Guarantees: u‑blox’ warranty covers for a period of 12 months from delivery proven defects due to bad material or poor workmanship of u‑blox’ hardware. Under the warranty, u‑blox undertakes, at its own
discretion, to repair, replace or reimburse the purchase price of the defective hardware or part. It is the Customer’s responsibility to arrange and pay the return shipment to u‑blox. Return shipment will only be accepted under the conditions of u‑blox’ Return Material Authorization Request form. Any guarantee or additional warranty is expressly excluded. Replaced hardware becomes u‑blox’ property. The Customer shall bear the associated costs of replacement of defective hardware (i.e. removing, transporting and reinstalling). Excluded from u‑blox’ warranty are all defects, which result from normal wear and tear or damaging external influenc es (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, inapprop riate material or processes, failure to implement updates or upgrades of firmware or software as recommended by u‑blox. Before mass‑production, Buyer shall perform tests as necessary to assure that the Products are fit for the purpose intended by the Buyer. Samples do not constitute a warranty of quality or characteristics. u‑blox excludes warranty for Products that are not identified as “Initial Production”, “Mass Production” or ”End of Life”. The warranty terminates upon the Customer’s breach of an obligation under these General Terms and Conditions u‑blox grants no warranty for functionality, completeness, accuracy or timeliness. u‑blox shall not be required to repair or replace more than the component(s) of the hardware actually found to be defective. u‑blox’ warranty liability shall not exceed the purchase price of such item. Repaired or replaced hardware will be warranted hereunder only for the remaining portion of the original warranty period. The warranty terminates upon the Customer’s breach of an obligation under these General Terms and Conditions. u‑blox assigns to the Customer, without recourse, any and all assignable warranties available from any manufacturer, supplier, or subcontractor of such hardware and will assist the Customer within reasonable limits in the enforcement of such assigned warranties. Such limited warranty only extends to the Customer and not to any subsequent owner of the hardware. u‑blox undertakes, at its own discretion, to repair, replace or reimburse the purchase price of the defective hardware or part. THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR PREVENTION OF LOSS.
9. Claims: Complaints on the quantity or quality of the hardware Product must be substantiated by Customer in writing within 7 days after receipt of the Product. Claims for defects under warranty must be made within 3 days after discovery of such defects.
10. Essential Patents: Subject to the conditions and limitations of this contract, u‑blox shall indemnify the Customer for any claim brought against the Customer to the extent such claim is alleging the infringement of patents which are technically essential for the 2G, 3G and/or 4G standards as defined below (i.e. the patent must be infringed upon in order to comply with such standard) by the Product purchased by the Customer directly from u‑blox (“Essential Patent”). If a third party raises a justified claim against Customer, u‑blox shall indemnify the Customer against direct damages and reasonable legal costs directly resulting from the Products’ infringement of the Essential Patents up to the amount of a fair, reasonable and nondiscriminatory license fee which the owner of the Essential Patent would obtain from u - blox for the infringement by u‑blox’Product. u‑blox has no obligation to indemnify if i) the owner of the Essential Patent does not grant module makers, such as u‑blox, a license and prefers to claim royalties from downstream users, ii) Use Restrictions defined here under are infringed, iii) u‑blox has paid such license fee or iv) the Customer has been granted a license for such Essential Patents. u‑blox will only indemnify if the Customer gives u‑blox prompt written notice of any alleged or threatened claim, allows u‑blox on its request to control the defense and/or settlement of such claim, does not make any admission as to liability or agree to any settlement without first obtaining u‑blox’ first written consent and provides to u‑blox all reasonable cooperation and information as may be requested by u‑blox. u‑blox shall not have to indemnify the Customer with respect to any claims arising out of or relating to either (a) the use or incorporation in any Product of any design, technique, modification or specification originating with, furnished or requested by the Customer or (b) the combination of the Product or elements thereof with or incorporation into the Product or elements thereof of any other product, software or subassembly if the infringement would not have occurred without such combination or incorporation or (c) the infringement of any method or process in which any Product may be used but not covering the Products when used alone or (d) the modification of the Product by the Customer or any person or entity other than u‑blox, if the infringement would not have occurred without such modification or (e) the use of the Product other than as permitted in the related documentation.
11. Cellular Product Use Restrictions
“2G“ means one or more of the following standards: GSM, GPRS, EDGE. “3G“ means one or more of the following wireless air interface standards: the CDMA2000 family of standards (e.g., CDMA2000 1xRTT, 1xEV‑DO, 1xEV‑DO Rev. A, 1xEV‑DO Rev B.), WCDMA (e.g., UMTS, HSDPA, HSUPA, HSPA+), TD‑CDMA and TD‑SCDMA and any revisions or updates to any of the foregoing. Each 3G standard includes one or more 2G standards, except the CDMA2000 family of standards.
“4G” means (i) any and all future releases (beginning with Release 8) of the OFDM‑based standard resulting from the Long Term Evolution (LTE) project and the Long Term Evolution Advanced (LTE Advanced) project, each within the 3rd Generation Partnership Project (3GPP) and all improvements and revisions thereto.
“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’ order confirmation is subject to the following use restrictions (“Use Restrictions”):
“2G M2M” means a 2G module that may only be used in and sold for use in applications without voice capability except as an ancillary feature not used in the normal mode of operations and must be physically integrated or connected into one or more of the following types of product categories: meter reading, vending machines, security & surveillance systems, traffic management or control, fleet or asset management systems, smart grid systems, industrial supervision and control systems, telematics, e‑call, router, mobile tracking, people and animal tracking, standalone industrial PDAs, point of sale equipment, facsimile machines, photocopy machines, automated teller machines, health care monitoring devices, and similar M2M product categories. 2G M2M modules which use voice capability in the normal mode of operation may only be used in and sold for use in i) car phones and computers permanently wired into the car, ii) desktop phones or iii) fixed wireless terminals.
“3G M2M”, “4G M2M” means a 3G or a 4G module that is used only for permanent integration into a complete device or item of equipment for use and sold for use as: (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 a pparatus 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) is 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) is only capable of transmitting and receiving two‑way voice communications to and from a maximum of five (5) 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) and/or ii) manually after an activation period of no less than
of two minutes after the alteration of the telephone number (i.e. the pre‑programmed telephone number cannot be called during such period) provided that the device is not a smart phone or other wireless telephone, and (iii) cannot provide a wireless hotspot for other subscriber devices by means of 3G , or 4G respectively, technology or o ther wireless technology.
”3G Telematics”, “4G Telematics” means a 3G or a 4G 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 cap able of initiating or receiving 3G, or 4G respectively, communications unless such device is physically and electrically connected to an automobile, truck, bus or ship. A 3G or a 4G 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. 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 as indicated in u‑blox’ order confirmation (a) may be used by Customer only for the limited purposes specified in the applicable Use Restriction(s), and (b) except as otherwise provided in this paragraph, may not be resold by Customer on a standalone basis. Customer expressly acknowledges and agrees to use the Products strictly in compliance with such restrictions. If Customer is a distributor, then notwithstanding the foregoing, such distributor Customer acknowledges and agrees that it (i) will not use the Products for any purpose, (ii) will resell the Products to third parties only in accordance with the restrictions set forth above, and (iii) will include such restrictions in its agreements with such third party purchasers.
Audit: Upon u‑blox’ reasonable request, made at any time during a five‑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 here in.
Third Party Beneficiary: u‑blox’ licensors are intended third party beneficiaries or may become assignees of the foregoing provisions with the right to enforce such provisions in as far as Customer fails to comply with the Use Restrictions, and in the event of such enforcement, to collect the amount of such additional royalties directly from Customer (instead of u‑blox collecting the amount of such royalties from Customer).
12. Assistance Data Services: These terms and conditions of use are applicable to Customer using free of charge u‑blox data services such as e.g. AssistNow Online, AssistNow Offline or CellLocate that consist of making available or calculating data (“Assistance Data”) for Customer through data bases or other mechanisms to support or enable Products to determine a position (“Assistance Data Services”). By accessing and using Assistance Data, Customer agrees to abide by these terms. u‑blox grants permission to retrieve Assistance Data from the u‑blox servers, to transfer Assistance Data to Customer’s servers or devices for the sole purpose of using such Assistance Data in connection with a Product. Customer shall ensure that any system (e.g. Customer’s servers) containing the Assistance Data or access credentials are kept secure and inaccessible to unauthorized third parties. Customer and its own customers are not permitted: (i) to make modifications or derivative works of the Assistance Data or of the Assistance Data Services, (ii) to interfere with their performance, (iii) to use them in any illegitimate or illegal manner, or (iv) to reverse engineer, decompile, disassemble or otherwise attempt to dis cover their source code. u‑blox reserves the right to refuse or interrupt the services for any reason such as maintenance, patches or upgrades, to disable or to completely deactivate the access to the Assistance Data without prior notification. Customer ha s the permission to use the relevant trademarks (such as AssistNow or CellLocate) to promote and describe the functionality of the Assistance Data Services, but only in connection with the integration of u‑blox Products into Customer’s products. The Assistance Data Services are provided “as is”. u‑blox, its affiliates and third party licensors expressly disclaim all warranties, whether express, implied or statutory.
13. Liability: Any liability or indemnity obligation which is not expressly mentioned under these General Terms and Conditions is excluded by u‑blox to the maximum extent authorized by law. Anything in this a greement notwithstanding, in no event shall u‑blox be responsible under this a greement for incidental, consequential, punitive, exemplary or spe cial damages, including without limitation lost profits, loss of use and / or lost business opportunities, whether arising in warranty, late or no delivery, infringement of intellectual property rights, tort, contract or strict liability, and regardless of whether either party has been advised of the possibility of such damages and, in any event, u‑blox’ maximum cumulative liability (including attorneys’ fees) under this or any other order, order confirmation or delivery giving rise to the same liability or indemnity obligation whether based on contract, negligence, strict liability, agency, warranty or any other theory of liability is limited to the lesser of USD 100,000 or the total compensation received by u‑blox from Customer for the Products giving rise to the liability or indemnity obligation. u‑blox excludes liability for the use of Products that are not 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 keep u‑blox harmless from any consequences. The use of Products in countries subject to different regulations and standards than those in force at u‑blox’ place of production, are at Customer’s risk. u‑blox reserves the right to control the defense and settlement of any claim, for which u‑blox has an obligation to indemnify hereunder. The parties acknowledge that the price which u‑blox has agreed to deliver the Products and to perform its Services and obligations under this a greement is calculated based upon the foregoing limitations of liability, and that u‑blox has
expressly relied on, and would not have entered into this a greement but for such limitation of liability.
14. 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 these General Terms and Conditions of Sales or arising from the use of Products as critical components in or in combination with any of the categories listed in the Conditions of Use above.
15. Ownership: Ownership of the hardware shall, notwithstanding shipment, or attachment of these to other property, remain with u- blox until receipt of full payment. The ownership of intellectual property rights in the Product remains with u‑blox or its licensors.
16. 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 (of characteristics, completeness or other). u‑blox may modify such information without notice.
17. Free‑of‑charge Technical Support Services: u‑blox delivers certain free‑of‑charge services before or after sales, but in the sole discretion of u‑blox. Technical advice is available on a best effort basis within a few days response time. Failure analysis can take up to 30 days until information is available, The Customer agrees to provide, upon u‑blox’ request, access to all information, documents and files necessary to perform the services. Additional service levels are available against a separate agreement and a surcharge.
18. Confidentiality: Technical information, drawings, prices, orders and offers may not be copied, modified or disclosed to third parties. The information Customer provides to u‑blox is only intended to be used to facilitate legitimate business activities such as communications, technical support and commercial transactions. u‑blox may share Customer’s personal information with third parties in connection with the fulfillment of legitimate business activities such as processing orders and shipping of goods. u‑blox reserves the right to share personal information with public authorities, u‑blox’ auditors or u‑ublox' licensors’ auditors as required to investigate or respond to i) potential violations of these General Terms and Conditions, ii) potential violations of u‑blox licensors’ rights, iii) potential fraud or illegal activities or other actions or threats that may damage u‑blox, its customers or other personsor iv) as required by a court order, subpoena, government investigation or other legal process, or transfer or sale of a business unit.
19. Export Control: 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.
20. Assignment: It is forbidden to assign this contract in part or entirely to a third party without u‑blox’ written approval.
21. Severability: If any term of this agreement 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 this agreement, and such term shall be replaced by the term that comes closest to its intended economic purpose to the maximum extent authorized by law.
22. Law and Jurisdiction: Any contract between the Parties shall be governed by and enforced in accordance with the laws of New York excluding its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Commercial Code shall not apply. Any litigation arising under this agreement shall be brought before the courts of the city of New York. u‑blox may also raise a claim at the Customer’s place of residence or at the place of delivery. The parties waive any right to a jury trial on matters arising from this contract.
23. Survival: Clauses 2, 7, 9, 10, 11, 12, 15, 16, and 18 shall survive termination of this agreement.