SIRIN LABS TERMS AND CONDITIONS FOR SALE
These Terms and Conditions for Sale (“Terms”) are the terms and conditions upon which Sirin Labs AG and its affiliates (collectively, “Seller”) makes all sales of Seller’s mobile phone known as Finney, its related software (“Software”) and any and all ancillary products (collectively, the “Product”) and constitute an agreement between Seller and the person/entity purchasing the Product (“Buyer”). Acceptance of all purchase orders is expressly made conditional upon these Terms, without modification or addition. Seller expressly disclaims any other terms and conditions of sale and unless agreed otherwise in writing by both parties, these Terms shall constitute the final, complete and exclusive agreement of the parties with respect to all sales of the Product by Seller to Buyer. Notwithstanding anything herein to the contrary, any purchase, use or download by Buyer of any Product and/or Software shall constitute an irrevocable acceptance of these Terms. A Buyer that does not agree to be bound by these Terms shall return the Product and uninstall the Software.
INTELLECTUAL PROPERTY AND LICENSE
As between the parties, all right, title and interest to any intellectual property rights embodied in the Product (including the Software) and all inventions, works of authorship, derivative works, developments or improvements thereof shall remain with Seller. Subject to the terms and conditions of these Terms, Seller grants Buyer a limited, non exclusive, non transferable license, without the right to sublicense, to internally use the Product and related documentation solely to support Buyer’s rights and obligations under these Terms.
ORDERING AND DELIVERY
Buyer shall order the Product by submitting purchase order through Seller’s website or buy it through Sirin Labs stores or approved reseller. This purchase order may not be cancelled or rescheduled by Buyer. Each purchase order shall include a description of the ordered Product, quantity, total cost in accordance with Seller’s applicable quotation, shipping address located within the territories in which Seller is licensed to sell, as may be amended from time to time, subject to Seller’s acceptance of full payment from Buyer, at Seller’s bank account and subject to availability, method of delivery, requested packaging if any, and method of payment. Seller’s acceptance of purchase orders and shipments are subject to availability and US export regulations. No order shall bind Seller until accepted and confirmed by Seller via email confirmation. Seller may accept or reject any order submitted by Buyer. Seller shall have no liability to Buyer as a result of such refusal of any such orders submitted. Seller will use reasonable commercial efforts to approve or reject purchase orders within 3 business days from issuance date. Seller shall have the product ready for shipment within 38 working days after purchase order was approved, and deliver the Product DDU (Incoterms, 2010) to the shipment address provided by Buyer in the applicable purchase order, which shall be limited only to the territory in which Seller is licensed to sell, as may be amended from time to time.
Buyer understands that delivery is dependent on third party curriers and customer clearance processes which are outside Seller’s control and thus, in no event will Seller be liable for any delays.
In the event of any such delays, the date of delivery shall automatically be extended for a period equal to the time lost by reason of the delay. Seller reserves the right to cancel a purchase order if there is a material breach by Buyer of the provisions of these Terms with respect to the applicable purchase order.
PRICE AND PAYMENT
Prices for the Product and payment terms are set forth in the applicable purchase order. Seller and/or its payment processing partners may collect a transaction processing fee for billing, collection and payment services performed in connection with the purchase of the Product (the “Transaction Processing Services”). Even after Seller’s acceptance of an order, shipments or deliveries will, at all times, be subject to Seller’s approval and Seller may at any time decline to make any shipments or deliveries until receipt of payment or upon additional terms and conditions or security satisfactory to Seller. All overdue amounts shall bear interest at a rate of 1.5% per month or such maximum lesser rate as is permitted by law. The amount of interest shall be calculated from the payment due date to the date of electronic transfer. Payments due hereunder shall not be subject to any set-off for claims by Buyer. Seller reserves the right to declare all sums immediately due and payable hereunder for any breach of these Terms including, without limitation, failure to comply with credit terms.
Buyer shall pay any present or future excise, sales, use or similar tax and charges, including duty fees and taxes with regard to the sale of Products to Buyer and Buyer agrees to indemnify Seller against liability for payment of such taxes. Such taxes, when applicable, will appear as separate additional items on the invoice.
Except as explicitly provided in these Terms or expressly permitted by applicable law, Buyer will not, and will not permit or authorize any other third party to: (a) disassemble or reverse engineer the Product, including the Software; (b) copy, modify, enhance or otherwise create derivative works of the Product; (c) tamper with any security features of the Product; or (d) remove any notices (including copyright or patent notices) from the Product. Buyer represents and warrants that the Product will not be used, made available for use, or diverted to use in any activities relating to the construction, design, development, fabrication, maintenance, operation, stockpiling, testing or use of: (i) nuclear weapons or nuclear explosive devices, or facilities or components of facilities for chemical processing of irradiated special nuclear or source material, heavy water production, separation of isotopes of source and special nuclear material, or fabrication of nuclear reactor fuel containing plutonium, or safeguarded or unsafeguarded nuclear facilities; (ii) maritime nuclear propulsion projects including any machinery, devices, components or equipment specifically developed or designed for use in such plants or facilities; (iii) chemical or biological weapons, or their precursors, or any other weapons of mass destruction; (iv) rocket systems or ballistic missile systems or any other weapon whatsoever; or (v) medical or pharmaceutical treatment, devices, equipment or technology.
CANCELLATIONS AND REFUNDS
Buyer may cancel his order, and return a product, as provided in applicable laws based on the shipping address. To return a Product purchased from Sirin Lab, Buyer must notify Sirin Labs of his intent to return the Products or cancel the order of Products no later than 14 days after the date of delivery of the applicable Product and subject to the following conditions:
The Product is unused and within its original package. In such event, Buyer will ship the Product back to Seller, at Buyer’s expense. Seller will refund Buyer within 30 business days as of Seller’s receipt of the returned (non-damaged) Product, excluding any and all fees such as damages, and the Transaction Processing Services provided by Seller which Seller is or will be eligible to deduct in accordance with these Terms, and Buyer will receive an email or other communication from Seller confirming the cancellation and containing refund arrangements and other related information. Any late payment, wrong bank, debit or credit card details, invalid credit/debit cards or insufficient funds are at Buyer’s own risk and account.
The Product is subject to Seller’s Warranty Document, available at – www.sirinlabs.com/support/finney/warranty/
LIMITATION OF REMEDIES AND DAMAGES
IN NO EVENT SHALL SELLER OR ANY OF ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO BUYER FOR: (I) ANY LOSS OF DATA OR DAMAGE THERETO; (II) LOSS OF CRYPTO CURRENCIES, COLLECTIBLES OR ASSETS;
(III) LOSS OR DAMAGE CAUSED BY THE COMBINATION OR INCORPORATION OF THE PRODUCT WITH OTHER PRODUCTS OR SYSTEMS NOT SUPPLIED BY SELLER; (IV) LOSS OR DAMAGE CAUSED BY THE MODIFICATION BY BUYER OF THE PRODUCT; OR (V) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF SELLER OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SELLER’S LIABILITY TO BUYER FOR DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE BASIS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT PAID TO SELLER FOR THE APPLICABLE PURCHASE ORDER THAT GAVE RISE TO THE CLAIM OR ACTION, AND IF NO SUCH SINGLE PURCHASE ORDER IS SO APPLICABLE, THEN SELLER’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY BUYER TO SELLER HEREUNDER FOR THE APPLICABLE PRODUCT (EXCLUDING ANY TRANSPORTATION, INSURANCE, TAXES, DUTIES AND OTHER CHARGES).
EXPORT/ Import COMPLIANCE
Buyer shall fully comply with all applicable export laws and regulations to ensure that neither the Product nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
Buyer will be fully liable for all duties charges related to the import process.
These Terms shall constitute the final, complete and exclusive agreement of the parties with respect to all sales of Product by Seller to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. No additional or different terms or conditions, whether material or immaterial, shall become a part of any agreement unless expressly accepted in writing by an authorized officer of Seller. These Terms are not assignable by Buyer. These Terms are binding on the parties and their respective successors and permitted assigns. Any waiver by Seller of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay on the part of Seller in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these Terms that is prohibited or unenforceable under applicable law shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. These Terms and all performance and disputes arising out of or related to goods in question, shall be governed by the laws of Switzerland, without reference to conflict of laws principles. The parties hereby irrevocably agree to submit any claim arising out of or related to these terms and conditions to the competent courts of Zurich, Switzerland.