| ENGINEERING SAMPLES | |
| Support | No obligation to provide |
| Warranty | advoli disclaims any warranty for the engineering sample |
| Resale | Engineering samples are provided for internal use only |
| Reverse Engineering | No reverse engineering allowed. advoli products are protected by patents and any violation of advoli’s intellectual property without licensing may be pursued to the full extent of the law. |
| Disclaimer & Limitation of Liability | You agree to use the engineering sample(s) at your own risk and will not hold advoli liable for any damages |
| Non-Disclosure | Engineering samples are prototypes that are provided for internal use only, and have features that are yet unpublished to the public and are therefore highly confidential. Any disclosure or publication of such details is strictly prohibited and in violation of confidentiality. Damages resulting from disclosure of such confidential information to third parties, may result in legal action and extended compensation will be pursued. |
| Intellectual Property Rights | You agree to respect advoli’s intellectual property and if desired to use other than in commercial resale, you agree to license the technology. |
| Entire Agreement | This document is the entire agreement unless other documents are referenced |
| Severability | If one or more parts of this document are not valid in a legal dispute the other parts remain in effect and valid. |
| No Waiver | None of the content herein can be waived unless agreed by advoli in writing and executed with signature by an authorised representative of advoli |
Due to this being an engineering sample(s) advoli is in no way liable or obligated to provide any support for these sample(s). You may contact advoli and report problems and suggestions to improve product or service. advoli may at its own discretion make such amendments, and may use such suggestions to create new functions, products or services and file new patents from such ideas that is the full and sole ownership of advoli. You waive the right to ownership of such ideas and suggestions. advoli may make changes to subsequent versions of the sample, without any obligation to notify or provide an updated version of sample to you.
advoli disclaims any warranty for the engineering sample(s). The sample is provided “as is”, without warranty of any kind, either expressed or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purposes, or non- infringement. Individual, entity or company using sample, assumes all and entirety of risk arising out of the use of sample in-part, in-whole or as a part in any system you design using the sample. Nothing in this agreement may be construed as a warranty of representation by advoli that the sample or any system developed with or incorporating the sample will be free from infringement of the intellectual property rights of third parties.
You agree to fully defend and indemnify advoli from any and all claims, liabilities, and costs (including reasonable attorney’s fees) related to (1) your use of the sample or (2) your violation of the terms and conditions of this Agreement.
Resale of samples are strictly prohibited being it through brokers, exporters, retailers, distributors or other- wise, unless explicitly stated in an agreement or required by law. Samples are only permitted to be used for internal evaluation purposes for testing with systems that contain substantial value added circuitry or software. Samples are yet unreleased technology and are protected by confidentiality. If you breach the terms of this section, in addition to advoli’s cancellation rights, you agree to fully indemnify advoli, its officers, e!mployees and distributors, from any and all liability related to such resale, including attorney fees and costs.
You may not modify, alter, decompile, disassemble, reverse engineer or emulate the functionality, reverse compile or otherwise reduce to human readable form, or create derivative works of the sample, its firmware or software without the prior written consent of advoli, except and only to the extent that such activity is expressly required by applicable law notwithstanding this limitation. advoli technology has multiple patents, any use of advoli technology requires licensing. Failure to license technology lawfully, may result in legal action.
Although advoli has taken every precautions in preparing this product, document and sample, advoli assumes no liability with respect to the operation of advoli firmware, hardware or any product, sample or documentation described. In no event shall advoli be liable for any incidental, special, punitive, consequential, or other damages whatsoever, including without limitations, interruption of service, loss or interruption of business, loss of expected profits, incidental or consequential damages in connection with the use of product, sample, software and services referenced, regardless of whether provided by advoli or third party. The entire risk and consequences directly or indirectly arising from the use of this document, product, sample, firmware, hardware and services referenced herein, remains with the recipient.
advoli’s products are not designed or authorised to be used for life critical and/or death situations and/or in any other situation where the failure of advoli’s product could create an event where bodily injury, death and/or severe property and environmental damage may occur. Engineering samples are engineering prototypes and not intended for any purpose other than internal engineering evaluations. If your company, entity or individual use advoli engineering sample for such unintended or unauthorised use, without limiting the indemnity stated above, you agree to fully indemnify advoli and its affiliates, and the officers, employees and distributors of each, from all liability related to such use, including attorneys’ fees and costs.
Confidential Information shall mean any and all information of a confidential and/or proprietary nature irrespective of its form in connection with this Agreement, including but not limited to, sample, all know-how, patents, trademarks, trade secrets, copyrights, designs, firmware, software, hardware, documentation, product development, technology, analysis, formulae, data, regulatory approvals, and other information, including commercial and financial information. Confidential Information shall also include any information disclosed to or visual observation made by the receiver of sample.
The recipient of this agreement and of advoli engineering sample(s) acknowledge and make sure that all the oral and written materials, including engineering samples and its software and firmware are confidential information. Receiving party have to keep the confidential information, confidential and can not disclose these details to any other third party without advoli’s prior written approval, unless: (a) the information is already publicly known (b) the disclosed materials are required by law (c) materials relating to this transaction are disclosed to receivers legal consultants or financial advisors, however, who have to keep them confidential as well.
The duration of confidentiality is three (3) years from receipt of engineering sample.
Sample(s) are protected by copyright and by multiple published, pending or soon to be filed patents in multiple territories and/or countries around the world. The disclosure of this copyrighted and patented technology without the written authorisation or licensing is strictly prohibited. No license to intellectual property rights is given to any party at any time by this document, unless expressly written in a formal agreement between parties of such rights being granted.
You agree to use the engineering sample in accordance with applicable laws, regulations and statutes. You agree that neither you, your company, your subsidiaries, nor your licensees intend to or will, directly or indirectly, export or transmit the sample to any country in violation of applicable export restrictions.
This agreement and any attachments hereto sets forth the entire agreement and understanding between advoli and recipient of advoli’s sample(s) as to the subject matter hereof, and this Agreement may not be amended or modified except by a written instrument signed by advoli. Recipient shall mean individual, entity or company as specified in the invoice.
If any provision or part(s) thereof in this Agreement is held to be invalid or unenforceable, the remaining provisions or part(s) thereof shall continue in full force and effect to the fullest extent possible under the law.
No provision of this Agreement shall be deemed waived unless set forth in a written instrument signed by an authorized officer of the party against whom the waiver, amendment or modification is asserted.
Neither the failure nor any delay by either party in exercising any rights under this Agreement or the documents referred to in this Agreement will operate as a waiver of any right and no single or partial exercise of any right will preclude any other or further exercise of the right.
The following is what constitutes the terms of sale and use agreement between advoli and you.
You are obliged to read the entirety of this agreement.
Where there is legal dispute between the summarised table below and the content of the rest of this agreement, the broader protection for advoli will prevail.
| COMMERCIAL PRODUCTS | |
| Support | We will provide support in regards to our products only |
| Warranty | 3 year manufacturer limited warranty |
| Resale | We do not cover warranty for products that are resold. Warranty is only provided to party who purchases from advoli directly or one of our partners |
| Reverse Engineering | No reverse engineering allowed. advoli products are protected by patents and any violation of advoli’s intellectual property without licensing may be pursued to the full extent of the law. |
| Disclaimer & Limitation of Liability | advoli only covers damages up to the value of the product sold by advoli, but this depends on several items |
| Non-Disclosure | Commercial products are not covered by NDA |
| Intellectual Property Rights | You agree to respect advoli’s intellectual property and if desired to use other than in commercial resale, you agree to license the technology. |
| Delivery | advoli will do its best to make products available for shipment before 30 days after the invoice issued by advoli has been executed and received by advoli, and payment has been made in full and verified |
| Compliance with Laws | You agree not to export sample to countries that are on international export restriction lists |
| Entire Agreement | This document is the entire agreement unless other documents are referenced |
| Severability | If one or more parts of this document are not valid in a legal dispute the other parts remain in effect and valid. |
| No Waiver | None of the content herein can be waived unless agreed by advoli in writing and executed with signature by an authorised representative of advoli |
By paying for commercial product from advoli and subsequently using such product(s), you agree fully to all the terms of this agreement and any other agreement referenced herein. If you do not or will not consent to these terms, do not send payment for such commercial product(s) to advoli Limited. Sending payment for commercial product(s) to advoli, means that you fully agree to be bound by this agreement.
“Buyer” means the one who buys or agrees to buy Products from seller.
“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller to the Buyer
“Products” means items made available by advoli for sale, as free goods or as samples, inclusive but not limited to advoli graphics cards, transmitters and receivers quoted for which the Buyer agrees to obtain or purchase from the Seller.
“Incoterms” means the terms drawn up by the International Chamber of Commerce current at the date.
“Seller” means Advoli Limited, a company organised and existing under the laws of Hong Kong, with its registered office at 31/F, Chinachem Century Tower, 178 Glocester Road, Wanchai, Hong Kong, with its operational and technology development office at 6F, No.18, Ln. 120, Sec. 1, Neihu Rd., Neihu District, Taipei 114, Taiwan.
“Price” means the net price for Products to be paid by Buyer.
2.1 These Conditions shall apply for the sale of Products by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or similar document.
2.2 All orders for Products shall be deemed to be an offer to the Buyer to purchase Products pursuant to these Conditions. Acceptance by the Seller is binding only when such acceptance is in writing.
2.3 Acceptance by the Buyer of a quotation made by the Seller shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions. Quotations are, unless otherwise stated, valid for 30 days.
3.1 The Price shall be the Seller’s quoted net price, EXW Sellers depot.
3.2 The Products shall be pre-paid before the Products are handed over to Buyer’s appointed transporter.
4.1 The Buyer shall be solely responsible for establishing suitability, and is liable for any claims made with respect to the suitability of purpose of the Products supplied by and ordered from the Seller.
4.2 The Seller reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements or, where the Products are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
4.3 The Seller reserves the right to sub-contract any work involved in the manufacture of the Products.
5.1 The Seller warrants that the Products will at the time of delivery correspond to the description given by the Seller.
5.2 The Seller shall be liable for claims, damages, costs of and any other loss to the Buyer up to the value of the Products supplied. Under no circumstance shall the Seller be further liable, to the Buyer or otherwise, whether for loss of profit or any other direct or indirect or consequential loss, howsoever caused or arising. The Seller shall only be liable, to the Buyer or otherwise, to the value of that part of an order outstanding to the Buyer, where non-performance of a contract is deemed to be the Seller’s fault.
5.3 Subject to the provisions set forth in Article 5.1, Seller warrants that Products are in conformity with specifications, data sheets and instructions for use that are issued by Seller or are published on its website; provided, however, that if other consent is made in writing between Seller and Buyer, such consent shall prevail. The warranties under Article 5 shall last for three (3) years from the date of shipment of Products for Buyer.
5.4 The warranty shall be subject to the following conditions that: (i) allegedly defective Products are returned to Seller so that the cause of the alleged defect may be inspected; (ii) such defective condition can be reproduced at Seller; and (iii) Seller confirms that such defect is not in conformity with the warranties provided by Seller. Seller shall not be liable for any defect that is caused by the use or non-use that deviates from what is prescribed in the specifications, data sheets and instructions for use, and any neglect, misuse, or error in handling, including inappropriate mounting or tests, by Buyer or any third party. Further, Seller assumes no liability with respect to Seller Products that has been disassembled, are altered or modified by Buyer or any third party. In addition, Seller assumes no liability whatsoever for any defect etc. of Products caused by or due to external factors such as a surge, moisture, extreme temperatures, dust, noise, distortion, and stress, or any defect of Products created as a result of Buyer’s design, specifications, or instructions etc.
5.5 Seller shall, at its election, repair or replace the non-conforming Products, or refund the amount paid by Buyer to Seller for the non-conforming Products, and this shall be Seller’s sole obligation to Buyer for Products failing to meet Seller’s warranty. If Seller elects to repair or replace the non-conforming Products, adequate time shall be provided to Seller for such repair or replacement. Warranty for such repaired or replaced Products shall be provided for the remaining duration of the original warranty period.
5.6 Seller shall not provide any warranty to Buyer whatsoever, explicitly or implicitly, as to the marketability or the fitness for a particular purpose of seller’s Products.
5.7 Buyer agrees that prior to using or distributing any products or systems that include Products, Buyer will thoroughly test such products or systems and the function of Products used in such products or systems. Seller may provide technical assistance, data or other services, provided that Seller’s warranties, as set forth above, shall not be expanded or changed by providing such assistance or services, and no additional obligation or liability shall arise from such assistance or services.
5.8 Sample products, software, test products or articles under development, (including design samples, engineering samples, and evaluation boards) are provided on an “as-is” basis without warranty.
5.9 This warranty shall be the sole and exclusive remedy to the Buyer. In no event shall Seller be liable for incidental or consequential damages of any kind (property or economic damages inclusive) arising from the sale or use of Product. Buyer assumes and will hold Seller harmless with respect to all such losses.
5.10 Seller assumes no warranties exceeding the warranties provided to Buyer or any third party including the Buyer’s customers. This provision does not require Seller to extend its warranties to any downstream purchaser or user of Seller Products.
5.11. Warranty exceptions: Limited product Warranty is applicable with the following exceptions, a) alteration, modification, improper use, neglect, improper packing or shipping (carrier responsibility), lightning, power surges, extreme temperatures and moisture, dust or other acts of nature that result in damage, deterioration or malfunction to product. b) any unauthorised tampering with this product, any repairs attempted by anyone unauthorised by Seller to make such repairs, or any other cause which does not relate directly to a defect in materials and/or workmanship of this product that result in damage, deterioration or malfunction to product. c) consumables such as enclosures, cables, batteries, fans, power supply, and other moving or rotating mechanical parts, and any accessories used in conjunction with the product(s).
5.11 For the AMD© or NVIDIA© GPU supplied on the MXM module Seller extends the same 2-year warranty that Seller is provided from its date of purchase. AMD: trademark of Advanced Micro Devices, Inc., USA , NVIDIA: trademark of Nvidia Corporation, USA
5.12 The Limited Warranty is only valid if the label bearing serial number has not been altered, removed or defaced from the product
6.1 Any dates or periods for the delivery and or performance of the Services of the contract are best estimates and approximate only. The Seller shall attempt to comply with these estimates. The Buyer shall not seek to bind the Seller to, nor constitute a binding obligation on the Seller with respect to such estimates.
6.2 Delivery of Products shall be made according to the guidelines laid down by Incoterms and the method of delivery shall be agreed in writing by the Seller and the Buyer prior to any acknowledgement of order.
6.3 The Seller shall be entitled to suspend deliveries to the Buyer should the Buyer be considered to be in breach of any obligations to the Seller.
6.4 Short deliveries shall be notified to the Seller in writing, by the Buyer within five (5) working days of receipt of the delivery.
6.5 Should there be delays by any circumstances or condition beyond the Seller’s control, but without prejudice to the generality of the foregoing, war, industrial dispute, strike, lock-out, riot, fire, storm, Act of God, accident, non-availability of materials and/or labour, any statute, rule, byelaw, order or requisition made or issued by any Government or Government Department, local or constituted authority, junta or dictatorship then the Seller reserves the right to suspend further performance or delivery of any contract until such time as the cause delay shall no longer be present.
7.1 The Buyer shall be deemed to have accepted the Products upon delivery to the Buyer’s appointed transporter.
7.2 All claims for damage to or partial loss of Products, must be notified promptly to the Seller initially by telephone and immediately confirmed in writing, in any case within 10 working days after delivery at Buyer’s destination.
8.1 The Seller’s right to require strict performance by the Buyer of all the terms and conditions and particularly the provisions relating to the payments and taking deliveries shall not in any way be affected by any previous waiver, forbearance or course of dealing by the Seller, and no time, relaxation, or indulgence granted by the Seller to the Buyer shall in any way prejudice strict rights under this contract.
8.2 Where it relates to delivery by installments the Buyer shall not by virtue of any defect or deficiency in any one installment be entitled to reject any other installment.
9.1 The specifications and designs of the Products (including the copyright design right, patents and/or other intellectual property in them) shall as between the parties be the property of the Seller.
9.2 The Buyer agrees to not re-engineer Seller’s Products.
If the buyer fails to collect Products from the Seller, or accept deliveries made by the Seller, the Seller shall be entitled to make a storage charge against the Buyer, should the Products remain on the Seller’s premises seven days after the Buyer has been notified by the Seller that they are ready for collection.
If any dispute or difference shall arise between the parties as to the meaning of this Terms of Sales & Limited Warranty or any matter or thing arising out of or connected with it then it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of an agreement within 21 days of the service upon one party of a written request to concur in such appointment) at the Hong Kong International Arbitration Centre (HKIAC). There shall be only one arbitrator. Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date including such additions to the UNCITRAL Arbitration Rules as are therein contained.
Subject to the laws of Hong Kong. The parties agree to submit to the exclusive jurisdiction of the Courts of Hong Kong.
© advoli Limited, March 2019 – 2020