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ARM Cortex Computing Platform

General Terms and Conditions

1. Definitions
Customer: a legal entity buying Products from Embedian.
Embedian: Embedian, Inc. 9F-4. 432 Keelung Rd. Sec. 1, Taipei 11051, Taiwan
Embedian Product: an Embedian Product, excluded any of the following items: Software, parts not installed or added by Embedian in its factory.
Order Confirmation: formal written acknowledgement sent by Embedian for Product ordered by Customer.
Price: stated in Order Confirmation.
Product: as described in Order Confirmation, may comprise Embedian Products and 3rd Party Products.
3rd Party Products: non Embedian Products.
Software: computer operating systems, applications or middleware.
Service: means general service and support carried out by Embedian in accordance with this Agreement.
2. Application
These Terms and Conditions govern any sale, Service and all statements made by Embedian in written and oral form. Embedian must confirm each modification to this Agreement in writing. Any other Terms and Conditions are excluded.
3. Quotations
Quotations are only legally binding during the period that they state and only if they are in writing. The period is 10 days if unstated.
4. Orders
Customer may place orders in writing, through the Internet, by telephone or fax. Orders are only binding on Embedian if Embedian sends an Order Confirmation in writing or acknowledge customer's purchase order. Customers should thoroughly verify the Order Confirmation and inform Embedian of any error in writing immediately. Otherwise the details stated in the Order Confirmation will apply to this Agreement.
5. Volume Orders
Customer may place a volume order comprising several partial deliveries and specified call-off time frames. Volume orders are valid only during the period specified.
6. Call-Off Obligation and Penalty
(i) Customer is bound to call-off the specified amount of Products within the applicable call-off time frames.
(ii) Any failure of Customer to perform this call-off obligation will result in a penalty in the amount of the non-purchased products and, additionally, in a default interest rate of 10% per annum.
(iii) Any failure of Customer to perform this call-off obligation will result in a penalty in amendment of payment terms.
7. Products
Embedian reserves the right to change Products, incl. 3rd Party Products, at any time. Embedian guarantees Customer at least equal functionality and performance if Products are changed.
8. Services
(i) Response times of the Services provided by Embedian are estimates and may vary according to the accessibility of the Product location. If appropriate, Service may be provided via telephone or the Internet. The Customer must allow Embedian to examine Product at the Customer’s or Embedian’s premises, at Embedian’s discretion. The ownership for any replaced Product or parts resulting from repair passes over to Embedian. The Customer will be charged by Embedian for any replaced Product or parts that are not returned upon request.
(ii) The following are excluded from Service, if not explicitly stated in the Service Agreement:
items excluded from Warranty, preventative maintenance, work outside local working hours, weekends or on public holidays, changes to configuration, relocation, consumables, batteries, diskettes, removal of viruses, unnecessary work in Embedian’s judgment, electrical environment, transfer of data or Software.
(iii) 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function may not be serviced within Service Agreement time period.
9. Prices and Adjustments/Shipping Costs
(i) Prices for Products and Services are net prices and exclude any additional costs like insurance, shipping cost, tax, etc. Prices and any additional costs are as indicated on the Quotation or as stated on the Order Confirmation.
(ii) Embedian reserves the right to adjust prices of Products and Services as a result of changes to exchange rates, insurance, duties, freight and purchase costs.
(iii) Embedian especially reserves the right to adapt prices for Products and Services if exchange rates exceed 2% of change related to the national currency of Embedian’s domicile since the sales order was placed.
10. Payment Terms
(i) If the total amounts as stated on the Ordering Confirmation are less than USD 8,000 dollars, Embedian will require prepayment of the 100% of amount total on acceptance customer\' order to activate this order. We could usually the goods to you in three working days.
(ii) Otherwise, Embedian will require prepayment of non-refundable 30% of amount total on the Ordering Confirmation to activatate orders. Prior to shipment, the remaining 70% of the amount total should be paid.
(iii) If the total amounts shown on invoice for the past twelve (12) months are greater than USD 30,000 dollars, Embedian will change the payment term to require prepayment of 100% of amount total prior to shipment.
(iv) If a customer match the condition (iii) for consecutive two(2) years and and have orders more than 8,000 USD in the past six months never cancel or extend the delivery date, Embedian will offer NET 30 terms to this customer.
Any failure of Customer to perform the call-off obligation will result in a penalty in the amount of the non-purchased products and, additionally, in a default interest rate of 10% per annum. and payment term will be set back to condition (ii).
(v) For volume orders( 200+ pcs), Embedian accepts payment by wire transfer only. Your proforma invoice will contain the appropriate financial information.
(vi) Embedian may suspend deliveries of Product or Service until full payment is received. In case of late payment, the statutory interest rate will apply on the outstanding amount. All costs of recovery shall be payable by the Customer.
(vii) The payment term for ODM project will be binding by ODM contract.
11. Delivery
(i) The Order Confirmation indicates the delivery period and the place of delivery. The delivery period is approximate and partial delivery can be made.
(ii) If Customer refuses delivery without Embedian’s prior written approval, Customer must pay all expenses or loss resulting from delivery refusal until Customer accepts delivery. Embedian reserves the right to withdraw from the contract in case of delivery refusal.
(iii) Embedian can only be made responsible for failure to deliver if Customer has sent a written reminder not earlier than 2 weeks after the approximate delivery date has expired. Any prior withdrawal from the contract by Customer is excluded.
12. Risk
The risk of the loss of the goods passes to Customer on delivery. Any packaging that is apparently missing or damaged should be noted on the waybill prior to signing it.
13. Inspection
The Customer must inspect Product upon reception. If any visible defects or non-conformity appear during this inspection, Customer must notify Embedian in writing within 7 days. Once this period is elapsed, the Customer will have accepted Product. If Embedian agrees to the return of Product, Product must be in its original condition with packaging, including a return note and proof of purchase. Return costs will be paid by the Customer.
14. Warranty
(i) Embedian warrants Customer that Embedian Products and Services meet the specifications and the usual industrial standards and practices wherever applicable, at the time of delivery. Any further warranty is excluded.
(ii) Embedian’s possibilities determine exclusively Customer’s right to repair or replacement. For this purpose, Embedian has the right to examine Products and/or Services at the Customer’s or Embedian’s premises, at Embedian’s discretion. Customer has the right to claim a reduction of the purchase price, which is equivalent to the decrease in value of the Product and/or Service if Embedian fails to repair or replace. The right to cancel the purchase agreement is excluded, unless the decrease in value of the Product and/or Service is equivalent to the purchase price. The ownership of any expanded or replaced component or piece of equipment in case of repair or replacement passes over to Embedian. Customer shall comply with Embedian’s standard Return Materials Authorization ("RMA") procedure for all warranty claims.
(iii) Embedian does not provide any warranty for defects that have not been caused by Embedian, in particular not for:
  • Handling errors, intervention or modification of the Products by the Customer or an unauthorized third party;
  • Defects which have been caused by incorrect installation by the Customer or a third party acting on the Customer’s behalf;
  • Compatibility and functioning with other products, unless expressly warranted;
  • Defects which have been caused by outside influences;
  • Fitness of the Products for any particular purpose;
  • Third party products for which the respective manufacturer is responsible;
  • Services which have been performed in accordance with the instructions.
(iv) Embedian and its manufacturers use components or spare parts which are new or equivalent to new and meet the industry standards and practice. Embedian reserves the right to use new or refurbished spare parts and/or components. Spare parts may be new or reconditioned.
15. Limitation of Liability
(i) Embedian’ liability for direct and indirect damage shall be limited to gross negligence and willful misconduct. Any other liability of Embedian is excluded.
(ii) The provisions of Force Majeure shall remain unaffected. Claims under the terms of the Swiss product liability law will not be affected by the above limitation of liability. In case of a product liability claim against Embedian, Customer will assist Embedian to defend against such a claim.
16. Intellectual Property (IP)
(i) Embedian retains all of Embedian’ IP in Product. Embedian indemnifies Customer from all costs and liabilities from any claim that use of Product infringes any 3rd party IP. In the event of IP infringement, Embedian may recall and exchange or modify Product or appropriately refund Customer. Customer is allowed to litigate, negotiate and settle claims and Customer must assist Embedian at Embedian’ expense in case of litigation that is directly related to Customer’s Product. Customer must immediately notify Embedian of any infringing or unauthorized use of Product or IP in it.
(ii) Embedian does not indemnify Customer for
  • unauthorized modification of Product or Service;
  • 3rd Party Products;
  • Software;
  • claims caused by the use of Products in combination with everything not supplied by Embedian.
(iii) Embedian is a GPL compliant company.
17. Software
Software not owned by Embedian is supplied as subject to license and warranty of the Software licensor. Embedian encloses the Software license that Customer requires with the Product, where necessary; Customer must comply with that license.
18. Export Control
Embedian acknowledges that Product may include technology and Software which is subject to Swiss export control laws and laws of the country where it is delivered to or used. Customer must comply with all these laws. Product may not be sold, leased or transferred to restricted and/or embargoed end users or countries or for a user involved in weapons of mass destruction or genocide without the prior consent of the competent Swiss government. Customer understands and acknowledges that Swiss restrictions vary regularly and depending on Product, therefore Customer must refer to the current Swiss regulations.
19. Force Majeure
Embedian is not liable for delays in performance including delivery or Service caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, terrorist acts, war, transport/supplier/production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If such circumstances exceed a period of 2 months, this Agreement may be terminated by either party without compensation.
20. Termination
(i) Embedian may terminate this Agreement with immediate written notice if Customer:
  • breaches or Embedian suspects Customer has breached export control laws;
  • does not pay and payment has not been received within 2 weeks although Embedian has given Customer notice of such default and set Customer an additional term for payment;
(ii) Either party may terminate if the other:
  • commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other;
  • becomes insolvent or is unable to pay debts as they fall due.
21. Solicitation of Employees and Penalty
Customer recognizes that Embedian has a substantial investment in its people. Customer agrees that it will not solicit any of Embedian’ employees during a period of 24 months after Customer’s last order. Any violation will result in a penalty of one annual salary of the employee concerned. Embedian expressly reserves further actions against Customer poaching Embedian’ employees.
22. Confidentiality
Each party must keep strictly confidential all information received from the other marked as "confidential". The parties do not consider their relationship to be confidential unless otherwise instructed by the other party.
23. Data Protection
Customer data will be held and/or transferred in strict accordance with the applicable data protection laws. Customer agrees that Customer’s personal data can be transferred to a Embedian company outside of Taiwan to a country which may offer a different level of data protection. Embedian will put sufficient safeguards in place to ensure a corresponding level of data protection.
24. Other Customer Obligations
Customer is responsible for:
  • Customer’s own choice of Product and its suitability for purpose;
  • Customer’s telephone & postal charges when contacting Embedian.
Embedian must be provided by Customer with a reasonable amount of cooperation, information, facilities and access to allow Embedian the performance of contractual duties, failing of which Embedian shall not have any obligation to provide any Service or assistance. Customer is responsible for all of Customer’s legal and regulatory requirements during Service, such as the back up and confidentiality of all data.
25. Governing Law and Jurisdiction
This Agreement is governed by Swiss law. The exclusive court jurisdiction of the courts of Lucerne (Luzern-Land) will apply to this Agreement. The Vienna Convention on Contracts for the International Sale of Goods is excluded.
26. Alterations
Embedian reserves the right to alter or update these Terms and Conditions at any time and from time-to-time, effective upon posting of an updated version to Embedian’s website Customer is responsible for regularly reviewing the Terms and Conditions.
27. Miscellaneous
Details on Products and Service Agreements, current Embedian policies, and notices can be found via Customer should refer to this website for any further updates.
Thank you for doing business with Embedian.
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