|[BY ENTERING THIS SITE YOU ACKNOWLEDGE AND AGREE TO ALL TERMS AND CONDITIONS STATED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CONTINUE WITH THE TRANSACTION]
- Offer and Acceptance: WizziLab offers to sell and deliver the evaluation kit, in accordance with the terms and conditions set forth herein. Acceptance of this offer is expressly limited to such terms. WizziLab hereby objects to and rejects any additional or different terms proposed by Buyer, including those contained in Buyer’s purchase order. The Eval Kit is intended to help WizziLab’s customers evaluate the suitability of certain WizziLab Technology for use in their more complete system designs and is not to be incorporated into final products for sale. For clarification, any software or software tools provided with the EVK (“Software”) shall not be subject to the terms and conditions set forth herein but rather shall be subject to the applicable terms and conditions (the “Software Agreement”) that accompany such Software.
- Eval Kit Use Restrictions and Notices:
2.1 Buyer acknowledges and agrees to all the terms of the additional information and warnings from WizziLab listed on WizziLab’s Website or within the EVK documentation downloadable from Wizzilab’s website.
2.2 Special terms applicable to EVKs designated as NOT FCC approved / FCC NOTICE: This EVK has NOT been authorized under the rules of the Federal Communications Commission, and may not be offered for further sale or lease, or sold or leased, until authorization is obtained. FCC experimental licensing requirements may apply to Buyer’s use of this EVK. This EVK is made available solely to allow product developers to evaluate Wizzilab’s technology, and/or software associated with the kit to determine whether to incorporate such items in a finished product. This is not a finished product and when assembled may not be resold or otherwise marketed unless all required FCC equipment authorizations are first obtained. Operation is subject to the conditions that this EVK not cause harmful interference to licensed radio stations and that this EVK accept harmful interference. Unless the assembled kit is designed to operate under Part 15 or Part 95 of the FCC Rules, the operator of the kit must operate under the authority of an FCC license holder or must secure an experimental authorization under Part 5 of the FCC Rules. This EVK is not an end product or finished appliance; and is not intended or authorized to be integrated into end products as is. Buyer may use the EVK to create prototypes for its own internal experimental use, and may add components, features, software and/or functionality, in the process of designing its own final products. Buyer shall only assign technically qualified electronics experts who are familiar with the dangers and application risks associated with handling electrical mechanical components, subsystems and systems to use the EVK, and that such use takes place solely in laboratory/development environments (and not in residential environments). Non-FCC approved Eval Kits are FOR ENGINEERING DEVELOPMENT, DEMONSTRATION, AND/OR EVALUATION PURPOSES ONLY.
2.3 Special terms applicable to EVKs designated as FCC-Approved: If this EVK has been designated as FCC-Approved, then it complies with Part 15 of the FCC Rules. Operation is subject to the following two conditions: (1) This EVK may not cause harmful interference, and (2) this EVK must accept any interference received, including interference that may cause undesired operation. Changes or modifications not expressly approved by the party responsible for compliance could void the user’s authority to operate the equipment.
2.4 Safety-Related Warnings and Restrictions. Buyer assumes all responsibility and liability for proper and safe handling of this EVK. Before handling or using this EVK, Buyer shall read the applicable User’s Guide and observe the Warnings and Restrictions included in such User’s Guide. The User’s Guide contains important safety information about temperatures and voltages. If operating ranges are provided in the User’s Guide, then it is important that Buyer operate the EVK within such ranges. Among other things, Buyer will be responsible to take whatever measures may be required to correct any interference with radio communications, at its own expense, if such measures are necessary. Also, this EVK is not to be used for medical treatment or diagnosis. Further, Buyer is responsible for ensuring that any contacts or interfaces between the EVK and any human body are designed to be safe and to avoid the risk of electrical shock. Failure to operate this EVK within WizziLab’s recommended specifications and environmental considerations per the instructions in the EVK User’s Guide may present risk of personal injury, property damage and/or unexpected operation of the EVK. During normal operation within the EVK’s recommended ratings, some circuit components, including but not limited to linear regulators, switching transistors, pass transistors, current sense resistors and heat sinks may have elevated case temperatures or contain voltages exceeding safe touch levels. The EVK User’s Guide includes a schematic drawing which identifies such components. When placing measurement probes near or on these EVKs during operation for evaluation purposes, precautions should be taken against inadvertent contact with surfaces of elevated temperatures and/or voltages exceeding safe touch levels.
2.5 Warnings and Restrictions Related to Buyer’s End Products. If Buyer designs and/or produces end products or subassemblies for incorporation into end products, then Buyer acknowledges, represents and agrees that it has unique knowledge concerning the Federal, State and local regulatory requirements (including but not limited to Food and Drug Administration regulations, if applicable) which relate to its products and which relate to its use (and/or that of its employees, affiliates, contractors or designees) of the EVK for evaluation, testing and other purposes. Notwithstanding any design support or recommendations that WizziLab may provide, Buyer is solely responsible for its end product or subassembly, and for providing “fail-safe” mechanisms and/or other safety measures as may be necessary or appropriate in any potentially hazardous applications, in light of the possibility of failure of semiconductor components.
- Purchase Order, Prices, Taxes and Releases: Fulfillment of the order hereunder is subject to stock availability and acceptance of Buyer’s order by WizziLab. WizziLab will use commercially reasonable efforts to fill each EVK order submitted by Buyer and accepted by WizziLab; however, WizziLab is under no obligation to fulfill Buyer’s order and will incur no liability to Buyer for failure to accept Buyer’s purchase order. Product information, price and availability of EVKs offered through WizziLab web Shop are subject to change at any time without prior notice. WizziLab reserves the right at any time after receipt of Buyer’s purchase order to accept, decline or limit Buyer’s order for any reason. Buyer’s receipt of an electronic or other form of order confirmation does not constitute WizziLab’s acceptance of Buyer’s order for the EVKs offered through the web Shop, nor does it constitute confirmation of WizziLab’s offer to sell Buyer a particular EVK. WizziLab may require additional information or verifications before accepting any purchase order. Any change to a purchase order must be in the form of a written or electronic communication acceptable to WizziLab. All prices quoted on WizziLab’s website are in euros (EUR) and payments must be made in euros. Prices include only those applicable taxes that WizziLab is required to pay by French law. WizziLab will add sales taxes to the sales price where required by applicable law, and Buyer will pay such taxes. Additional value-added taxes and custom fees may be incurred on Buyer’s purchase if it is being shipped to a location outside the European Community and Buyer is responsible for those taxes.
- Title and Delivery: All shipments by WizziLab are F.O.B. point of shipment from WizziLab’s facility in France and the amount of all transportation charges will be paid to WizziLab by the Customer in addition to the purchase price of the Products. Delivery of the Products to the carrier will constitute delivery to Buyer and title and risk of loss will pass to Buyer. WizziLab will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Buyer’s requested delivery date(s). Buyer acknowledges that delivery dates provided by WizziLab are estimates only and that WizziLab will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by WizziLab unless specifically designated by Buyer. WizziLab reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Buyer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Buyer of the obligation to accept delivery and pay for the Products delivered.
- Payment Terms: All payments must be made at the time of purchase and are made subject to Buyer’s acceptance of these terms and conditions. Payment must be received prior to WizziLab’s delivery of the Eval Kits unless another agreement has been made between Buyer and WizziLab. If Buyer is in default of payment, WizziLab is entitled to withhold shipment, cease future shipments and demand late fees. If WizziLab extends credit to Buyer, payment terms shall be net thirty days after WizziLab’s invoice. WizziLab may change or withdraw credit amounts or payment terms at any time for any reason.
- Contingencies: WizziLab shall not be in breach of this contract and shall not be liable for any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond WizziLab’s reasonable control, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, terrorist act or Act of God. In the event of a shortage of EVK, WizziLab may allocate, at its sole discretion, EVK production and deliveries.
- Limited Warranty and Related Remedies/Disclaimers:7.1 This Agreement does not apply to software. The warranty, if any, for Software is covered in the applicable Software License Agreement.
7.2 WizziLab warrants that the WizziLab EVK will conform to WizziLab’s published specifications for ninety days after the date WizziLab ships such EVK to Buyer. Notwithstanding the foregoing, WizziLab shall not be liable for any defects that are caused by neglect, misuse or mistreatment by an entity other than WizziLab, including improper installation or testing, or for any EVK that have been altered or modified in any way by an entity other than WizziLab. Moreover, WizziLabI shall not be liable for any defects that result from Buyer’s design, specifications or instructions for such EVK. Testing and other quality control techniques are used to the extent WizziLab deems necessary or as mandated by government requirements. WizziLab does not test all parameters of each EVK.
7.3 If any EVK fails to conform to the warranty set forth above, WizziLab’s sole liability shall be at its option to repair or replace such EVK, or credit Buyer’s account for such EVK. WizziLab’s liability under this warranty shall be limited to EVKs that are returned during the warranty period to the address designated by WizziLab and that are determined by WizziLab not to conform to such warranty. If WizziLab elects to repair or replace such EVK, WizziLab shall have a reasonable time to repair such EVK or provide replacements. Repaired EVKs shall be warranted for the remainder of the original warranty period. Replaced EVKs shall be warranted for a new full warranty period.
7.4 Accuracy of Information: To the extent WizziLab provides information on the availability and function of EVKs, WizziLab attempts to be as accurate as possible. However, WizziLab does not warrant the accuracy of EVK descriptions, EVK availability or other information on its websites as accurate, complete, reliable, current, or error-free. Furthermore, in the event that an EVK is mistakenly listed at an incorrect price, WizziLab reserves the right to refuse or cancel any orders placed for such EVK, regardless of whether the order has been confirmed or Buyer’s credit card charged. If Buyer’s credit card has already been charged for the purchase and Buyer’s order is cancelled, arrangements will be made to issue a credit to Buyer’s credit card account in the amount of the incorrect price.
7.5 Accuracy of Information: EXCEPT AS SET FORTH ABOVE, EVK AND ANY WRITTEN DESIGN MATERIALS PROVIDED WITH THE EVK (AND THE DESIGN OF THE EVAL KIT ITSELF) ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” WIZZILAB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS.
7.6 Accuracy of Information: EXCEPT FOR THE LIMITED RIGHT TO USE THE EVK SET FORTH HEREIN, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS GRANTING OR CONFERRING ANY RIGHTS BY LICENSE, PATENT, OR ANY OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHT OF WIZZILAB, ITS SUPPLIERS/LICENSORS OR ANY OTHER THIRD PARTY, TO USE THE EVK IN ANY FINISHED END-USER OR READY-TO-USE FINAL PRODUCT, OR FOR ANY INVENTION, DISCOVERY OR IMPROVEMENT MADE, CONCEIVED OR ACQUIRED PRIOR TO OR AFTER THE DATE OF THIS AGREEMENT.
- Buyer’s Indemnity Obligations and Representations. Buyer will defend, indemnify and hold WizziLab, its licensors and their representatives harmless from and against any and all claims, damages, losses, expenses, costs and liabilities (collectively, “Claims”) arising out of or in connection with any handling or use of the EVK that is not in accordance with the terms of this agreement. This obligation shall apply whether Claims arise under the law of tort or contract or any other legal theory, and even if the EVK fails to perform as described or expected.
- Limitations and Damages Disclaimer:9.1 General Limitations. IN NO EVENT SHALL WIZZILAB BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT OR THE USE OF THE EVK PROVIDED HEREUNDER, REGARDLESS OF WHETHER WIZZILAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, ANCILLARY COSTS TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, RETESTING, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION. NO CLAIM, SUIT OR ACTION SHALL BE BROUGHT AGAINST WIZZILAB MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS OCCURRED.
9.2 Specific Limitations. IN NO EVENT SHALL WIZZILAB’S AGGREGATE LIABILITY FROM ANY WARRANTYOR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, OR ANY USE OF ANY WIZZILAB EVK PROVIDED HEREUNDER, EXCEED THE TOTAL AMOUNT PAID TO WIZZILAB FOR THE PARTICULAR UNITS SOLD UNDER THIS CONTRACT WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. THE EXISTENCE OF MORE THAN ONE CLAIM AGAINST THE PARTICULAR UNITS SOLD TO BUYER UNDER THIS CONTRACT SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
9.3 BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.
- Cancellations; Return Policy. WizziLab may cancel Buyer’s order if the EVK is not available. Should this occur, Buyer will be informed of the same and any payments Buyer made with respect to such EVK will be refunded to Buyer. Unless otherwise agreed by WizziLab in a separate written agreement, Buyer may not cancel orders placed by Buyer. Except as otherwise provided in this agreement, WizziLab does not offer any refunds, returns or exchanges. Furthermore, no return of EVK(s) will be accepted if the package has been opened and no return of the EVK(s) will be accepted if they are damaged or otherwise not in a resalable condition. If Buyer feels it has been incorrectly charged for the EVK(s) it ordered or that delivery violates the applicable purchase order, Buyer should contact WizziLab at contact (at) wizzilab (dot) com. All refunds will be made in full within thirty working days from the return of the EVK(s) excluding any postage or packaging costs.
- Use of Coupon Code: A unique code is assigned to each coupon. In order to redeem a coupon, Buyer should enter the coupon code in the space provided and if the coupon is valid, savings will appear at checkout. If the coupon code is not entered at the time of purchase, the coupon will not be honored. Coupon is not redeemable for cash or cash equivalent. Coupon cannot be used to make adjustments on previous purchases and is not transferable, not for resale and cannot be combined with any other offers, promotions, coupons or discounts. If Buyer returns EVKs purchased using a coupon code, and if WizziLab approves such return, then WizziLab will refund the price of the returned product(s) less a proportionate share of the discount that was applied to Buyer’s entire order.
- Trademarks; Copyright: All trademarks, service marks and trade names of Wizzilab on WizziLab’s website are trademarks or registered trademarks of WizziLab. The entire content included in WizziLab’s website is copyright-protected and is the property of WizziLab.
- Personal Data: Buyer hereby agrees that WizziLab may use and/or disclose to third parties the personal data provided by Buyer in order to process Buyer’s order(s), including shipment of the EVK(s), processing of payment transaction(s) and/or the performance of a credit check. Buyer’s information will be added by WizziLab to its Customer’s data listing which has been registered to the CNIL, French administration in charge of enforcing Individual Rights concerning their personal data. Personal data will not be disclosed to third party except for the case described above.
- Governing Law: This contract shall be governed by and interpreted in accordance with the laws of FRANCE. If for any reason a court of competent jurisdiction finds any provision of this contract to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties, and the remainder of this contract will continue in full force and effect.
- Order of Precedence. In the event of any conflict between this agreement and the Software License Agreement, with respect to Software, the applicable Software License Agreement shall prevail.
- Entire Agreement: This contract and other information and warnings included in the package containing the EVK received by Buyer, and labels posted on the equipment in such package, constitutes the entire agreement between the parties relating to the sale of the EVK and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No prior representations or statements relating to the sale of the EVK made by any WizziLab representative, which are not stated herein, shall be binding on WizziLab. No addition to or modification of any provision of this contract shall be binding upon WizziLab unless made in writing and signed by a duly authorized WizziLab representative. No course of dealing or trade usage or course of performance shall be relevant to explain or supplement any term in this contract. These terms and conditions of this agreement shall prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any purchase order or other writing not expressly incorporated herein, including but not limited to data sheets, application notes and purchase order acknowledgements. The section headings contained in this contract are for reference purposes only and shall not affect in any way the meaning or interpretation of this agreement.