The following terms and conditions ("Terms and Conditions") govern the sale of products ("Products") by Origin Data Global Limited ("we" or "us") to our customers ("Customers").
These Terms and Conditions constitute the entire agreement regarding the sale of Products and supersede all prior proposals, negotiations, discussions, agreements, and representations, whether oral or written, including any industry customs or past dealings between the parties related to the sale of Products.
1. ORDER ACCEPTANCE AND CANCELLATION
The availability and pricing of the Products on our website are an invitation for Customers to make an offer. Responses to quotes and other inquiries regarding pricing and availability do not constitute an offer by us. Acceptance will be communicated in writing, either through an Order Confirmation email or Electronic Data Interchange ("EDI") acknowledgment. Acceptance may also occur through the execution of the Customer's order by us. When a Customer places an order for a product on our website, the initial written response to the order issued on our website does not indicate acceptance of the order. This written response is solely to inform the Customer that the order has been entered into our computer system. Orders accepted by us may be cancelled by the Customer with our written consent, provided that the order is not "NC/NR" or "Non-Cancelable/Non-Returnable," "Non-Standard Products," or governed by a Purchase Agreement Letter. Non-standard products are those we have to order from a supplier specifically for the Customer, including products not typically in stock or orders with value-added services. Non-standard products are non-cancelable and non-refundable. We may designate Products as non-standard or "NC/NR" through various means, such as quotes, Product lists, attachments, or exhibits. Customers may not change, cancel, or reschedule Orders for Products without our consent. If a Customer cancels an order after our acceptance, we may request the Customer to pay reasonable cancellation or reliance charges. These charges are paid to us by the Customer. Customer requests to reschedule are subject to our sole discretion. Orders cannot be canceled or rescheduled after we have submitted the order to the shipment carrier. We RESERVE THE RIGHT TO LIMIT OR CANCEL ANY ORDER, ALLOCATE SALES AT OUR SOLE DISCRETION, LIMIT QUANTITIES OF SELECTED PRODUCTS, AND LIMIT SELECTED PRODUCTS TO CUSTOMERS. We RESERVE THE RIGHT TO REJECT ANY ORDER, OR ANY PART OF AN ORDER. PRODUCT SPECIFICATIONS AND AVAILABILITY ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE.
Returns are generally accepted within 30 days of the ship date for the Customer's convenience. If we agree to accept a return, the Customer must prepay return freight charges. We will not accept COD shipments. Some products may require return directly to the manufacturer. All return items must be in the original packaging, unused, untested, un-programmed, and in resalable condition. Customers must contact a Customer Service Representative for a Return Materials Authorization Number and addressing instructions before returning the product. Any ESD, programmable semiconductors, or moisture-sensitive products that have been opened will not be eligible for credit. These return policies do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (Refer to the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these terms.)
1.2 COUNTERFEIT PRODUCT PREVENTION CLAUSE
Only products originally shipped from us or from a supplier at our direction (drop-ship) will be accepted for return. All others will be promptly quarantined and disposed of or returned to the Customer. By returning products to us, the Customer certifies that the products were purchased from us and that there has been no substitution of the same product, in whole or part, from another supplier, distributor, or source. The return should be in the original packaging (manufacturer or us) and in unused and untested condition (except defective). ESD, programmable semiconductors, or moisture-sensitive products should not be opened.
Origin Data Global Limited company, referred to as "us", strives to provide accurate and up-to-date information regarding prices but cannot guarantee the accuracy or currency of such information. Prices are subject to change at any time before the company completes the customer's order. If there is an error in pricing, the company will inform the customer of the corrected version, and the customer has the choice to accept the corrected version or cancel the order. The company is not responsible for errors in pricing, typographical errors, or other errors in communication with the customer and reserves the right to cancel any orders due to such errors. The prices charged for orders are those in effect at the time of shipment, as specified by the company and applicable for the period specified in their quote. Unless otherwise stated, quotes are invitations to tender and are subject to change without notice. If quoted prices do not specify a period, they will be valid for thirty (30) days. The website displays the latest pricing information, which is subject to change without notice. Prices may increase if there is an increase in the company's costs or other circumstances beyond their reasonable control, such as manufacturers' price increases, exchange rate changes, or quoting errors. If the customer does not purchase the quantity upon which quantity prices are based, they will pay the non-discounted price for the actual quantity purchased, along with a cancellation or restocking fee. Prices are exclusive of taxes, impositions, and other charges, including sales, use, excise, value-added, and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, and document fees.
3. TERMS OF PAYMENT
All payments must be made in the currency indicated on the original invoice or credit card receipt. The company accepts major credit cards, purchase cards, and major bank debit cards, including MasterCard, Visa, and PayPal. New customers must verify credit card billing information before shipment of their order. Customers can also wire the funds to the company's bank via prepaid wire transfer, EFT, or proforma invoice. After placing the order, the company will email a proforma invoice that includes bank information, merchandise total, and shipping charges. The company will reserve stock for 24 hours on orders awaiting funds. Orders will be canceled after 7 business days if funds are not received. The customer is responsible for duties and taxes.
3.1 TERMS OF PAYMENT
For All Orders:
The customer agrees to pay the entire amount of each invoice from the company in accordance with the terms of each invoice, without offset or deduction. Orders are subject to credit approval by the company, which may, at its sole discretion, change the terms of the customer's credit, require payment in cash, bank wire transfer/EFT, or official bank check, and/or require payment of any or all amounts due or to become due before shipment of any or all products. If the company reasonably believes that the customer's ability to make payments may be impaired or if the customer fails to pay any invoice when due, the company may suspend delivery of any order or any remaining balance until such payment is made or cancel any order or remaining balance. The customer remains liable to pay for any products already shipped and all non-standard products ordered. The customer agrees to provide financial information as reasonably required by the company for determining credit terms and/or continuation of credit terms. Checks are accepted subject to collection, and the date of collection will be deemed the date of payment. The company may apply any check received from the customer against any obligation owed by them under this or any other contract, regardless of any statement on or referring to such check, without discharging the customer's liability for any additional amounts owed. Acceptance of such a check does not waive the company's right to pursue the collection of any remaining balance. Invoices not paid when due will accrue interest at an annual rate of eighteen (18%) percent or the maximum permitted by law. If the customer fails to make payment when due, the company may pursue legal or equitable remedies, in which case they will be entitled to reimbursement of costs for collection and reasonable attorneys' fees. There is a $25 (USD) service charge on all returned checks.
4. SALES TAX
For international shipments, the customer is responsible for all applicable VAT, PST, HST, and/or GST charges along with brokerage fees, which are due upon delivery.
5. DELIVERY AND TITLE
Domestic shipments from us will be made on a Free Carrier (FCA) basis, meaning that the customer will be responsible for all transportation charges in addition to the purchase price of the products. Once the products are delivered to the carrier, it will be considered as delivery to the customer, and the title and risk of loss will pass to the customer, with the exception of us's right of stoppage in transit. We will make reasonable efforts to initiate shipment and schedule delivery according to the customer's requested date(s), but please note that delivery dates provided are estimates and we cannot be held liable for any failure to deliver on those dates. The choice of carrier and delivery route will be determined by us, unless specifically designated by the customer. We reserve the right to make deliveries in multiple installments, and any delay in one installment will not entitle the customer to cancel other installments. If a quantity delivered varies from the specified quantity, the customer is still obligated to accept and pay for the products.
For international shipments, we follow the Incoterms published by the International Chamber of Commerce. The specific Incoterm for a customer order will be selected by us based on the customer's address, destination, and/or currency. The transfer of title will be in accordance with the selected Incoterm. If no Incoterm is specified, the default Incoterm will be FCA point of shipment from our facility.
6. LIMITED WARRANTY
We agree to transfer any transferable warranties received from the manufacturer of the products to the customer. However, we make no other warranties, express or implied, regarding the products. This includes warranties of merchantability, suitability, fitness for a particular purpose or use, or warranties of non-infringement. Our liability arising from the sale of products to the customer is expressly limited to either a refund of the purchase price paid for the products or the repair and/or replacement of the products, at our discretion. These remedies are exclusive and exclude all others. The customer must notify us within 365 days from the date of shipment if any product is found to be defective. This limited warranty excludes all other warranties, whether oral, written, expressed, implied, or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and do not apply. The customer's obligations and our remedies for defective or nonconforming products are solely as stated in this warranty. It is important to note that no warranty will apply if the product has been misused, subjected to static discharge, neglected, involved in an accident, modified, soldered, or altered in any way.
7. CORPORATE POLICY ON ROHS COMPLIANCE AND LEAD-FREE
Our company policy is to ensure that we only offer products to our customers that are RoHS compliant or lead-free after meeting specific requirements. We do not conduct any product testing and solely rely on the manufacturer's identification of RoHS compliance and absence of lead. Moreover, our company makes no warranty, certification, or declaration of compliance concerning these products. We only advertise or offer products as RoHS compliant or lead-free after receiving sufficient evidence from the component manufacturer and confirming that any inventory, whether in a bin or on order, meets RoHS compliance and/or lead-free standards. We will maintain any relevant evidence for at least four years from the date of receipt, and the term "RoHS" refers to supplier-declared compliance with all restricted hazardous substance regulations under the ELV, WEEE, or RoHS EU directives, regulations, or laws. The term "Lead Free" pertains to any product declared by a supplier to be free of lead. All statements regarding RoHS compliance made by our company are based on producer documentation.
7.1 PRODUCT COUNTRY OF ORIGIN
Our company maintains country of origin information on all products in our inventory, which we provide to our customers on product labels and shipping documents. However, our manufacturers do not provide us with the country of origin of each raw material or subcomponent incorporated into their final product.
8. LIMITATION OF LIABILITIES
Under no circumstances shall our company be liable for any special, incidental, or consequential damages of any nature, including but not limited to damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. The customer's recovery from our company for any claim shall not exceed the purchase price paid by the customer for the goods, regardless of the nature of the claim, whether in warrant, contract, or otherwise. The customer shall indemnify, defend, and hold our company harmless from any claims made by any party regarding products supplied by us and incorporated into the customer's product.
9. NOTICE AND RESTRICTIONS REGARDING PRODUCT SAFETY
Our products are exclusively intended for commercial use. They can be traced back to the original equipment manufacturer (OEM) and Lot/Date Code, when available and requested at the time of Customer order. We do not establish specifications or conduct any performance or safety testing on the products we sell. Specification sheets provided to Customers are created by the manufacturer or transcribed from information provided by the manufacturer. We are not a supplier of Qualified Product Listing (QPL) components. By purchasing, the Customer agrees that all acquisitions are intended for commercial or other applications that do not necessitate QPL components. Any mention of military specifications on our website is solely for reference and does not alter these terms and conditions. We do not engage in product safety engineering, review, or testing. We are unable to provide safety testing, evaluation, or engineering services. Our products are not designed, intended, or authorized for use in life support, life-sustaining, human implantable, nuclear facilities, flight control systems, or other applications where their failure could result in personal injury, loss of life, or catastrophic property damage. This includes, but is not limited to, Class III medical devices as defined by the US Food and Drug Administration (FDA) and Federal Aviation Administration (FAA) or other airworthiness applications. If the Customer uses or sells the Products for such applications: (1) the Customer acknowledges that such use or sale is at their sole risk; (2) the Customer agrees that we and the manufacturer of the Products are not liable, in whole or in part, for any claims or damages arising from such use; and (3) THE CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD us AND THE MANUFACTURER OF THE PRODUCTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES, AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH SUCH USE OR SALE.
10. STATEMENTS AND ADVICE
Any statements, opinions, or advice, whether technical or otherwise, offered or given to a Customer, will be considered as a courtesy to the Customer and provided free of charge. We bear no responsibility or liability for the content or use of such statements or advice. Our technical support is provided by telephone and is therefore extremely limited in scope, preventing direct participation in the design of any Customer products. We do not conduct product suitability studies or engineering reviews of the products we sell, nor for the final product that a Customer produces.
11. NON-CANCELABLE/NON-RETURNABLE PRODUCTS
Occasionally, we will inform the Customer that a product is "NC/NR" (Non-Cancelable/Non-Returnable) after determining that an order requires such sales conditions. The Customer understands that "NC/NR" products are procured by us from the manufacturer specifically for the Customer. Regardless of circumstances, the Customer agrees that "NC/NR" products may not be cancelled, returned, or rescheduled without the agreement of both our supplier and our written consent. Any QML product purchased from us is Non-Cancelable/Non-Returnable. Products labeled as moisture sensitive or Electro-Static Sensitive (ESD) are NC/NR if the packaging has been opened. All products purchased by Customers classified by us as Electronic Component Distributors or Brokers shall be deemed Non-Cancellable/Non-Returnable.
12. INTELLECTUAL PROPERTY
In the event that an order includes software or other intellectual property, such software or other intellectual property is provided by us to the Customer subject to the copyright and user license, the terms and conditions of which are outlined in the accompanying license agreement. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Unopened software may be returned for credit. Opened software may not be returned unless defective.
13. FORCE MAJEURE
We will not be held liable for delays in delivery or for failure to perform our obligations due to causes beyond our reasonable control, including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. Our time for delivery or performance will be extended by the period of such delay, or we may, at our option, cancel any order or remaining part thereof, without liability by giving notice to the Customer.
14. EXPORT CONTROL POLICY
Origin Data Global Limited (referred to as "us") is committed to complying with all China Hong Kong and selected foreign export, import, customs, and economic sanctions laws, regulations, rules, and orders (collectively referred to as "Trade Control Laws") that apply to the products purchased from us.
14.1 RESALE/TRANSFER/RE-EXPORT OF PRODUCTS
Customers acknowledge that all products purchased from us are subject to Trade Control Laws and must only be resold, transferred, re-exported, or disposed of in strict compliance with these laws.
Customers further acknowledge that the products purchased from us may not be brokered, transshipped, resold, transferred, re-exported, or disposed of in any other way to any company or entity.
Customers are responsible for determining if a product is controlled, prohibited, or restricted for export or import before exporting or re-exporting it. They must obtain any necessary licenses required by Trade Control Laws.
14.2 EXPORT CLASSIFICATION DISCLAIMER
Any use of our classifications, such as ECCNs (Export Control Classification Numbers) or any variation of Harmonized Tariff codes, is done at the user's risk and without recourse to us. Export classifications are subject to change. If you export or re-export items, your company, as the exporter of record, is responsible for determining the correct classification at the time of export. Our export classification is for our internal use only and should not be considered as a representation or warranty regarding the proper export classification, nor should it be relied upon for making licensing determinations.
The Terms and Conditions cannot be modified or canceled without written agreement from us. Goods and services provided by us are sold solely based on the terms and conditions stated herein. These Terms and Conditions govern the sale of products, regardless of any contrary or additional terms and conditions in any purchase order, planning schedule, acknowledgment, confirmation, or any other form or document issued by either party related to the purchase and/or sale of products. In case of conflict between the terms and conditions on Customer's order and the information and conditions on the Credit Application, the latter will prevail. Any conflicting statements or terms listed on Customer Documents are nullified by the submission of the Credit Application and the issuance of credit by us. We object to all different or additional terms and conditions contained in any Customer Documents. Our performance of any contract is contingent upon the Customer's agreement to our Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing. Commencement of performance and/or delivery without such agreement shall be for the Customer's convenience only and shall not imply acceptance of Customer's terms and conditions. If a contract is not formed earlier through mutual written agreement, Customer's acceptance of any goods or services shall be deemed acceptance of the terms and conditions stated herein. No rights, duties, agreements, or obligations hereunder may be assigned or transferred without prior written consent from us. These obligations, rights, terms, and conditions are binding on the parties, their successors, and assigns. Waiver of any term, condition, covenant, or default does not constitute a waiver of any other term, condition, covenant, or subsequent breach or default. If any provision is prohibited or unenforceable in any jurisdiction, it shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions. The terms and conditions will be governed by and construed in accordance with the applicable laws of China Hong Kong.
16. HOW TO CONTACT US
If you have any questions regarding this policy, the Origin Data Global Limited website, or services, please contact us via email at: email@example.com.