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RAZER GENERAL TERMS AND CONDITIONS FOR SUPPLIERS
Last modified: 3 April 2019- 1. ORDER
This purchase order ("PO") constitutes the offer of Razer Inc. or an applicable affiliate ("Razer") to purchase goods/ services subject to this PO. This PO becomes a binding contract on the terms herein when it is accepted either by acknowledgement or performance, provided, however, that if this PO succeeds a quotation from Supplier, it shall not become binding upon Razer until such quotation has been approved in writing by Razer's authorised representative. If Supplier refuses to accept this PO exactly as written, Supplier will return it to Razer at once with an explanation of such refusal. Unless otherwise stipulated by Razer, acceptance of the PO is hereby expressly limited to the terms herein. For the avoidance of doubt, this PO shall not be invoiced at a price higher than that shown herein. - 2. PAYMENT
Terms of Payment. Supplier shall deliver to Razer a separate invoice for each PO after the delivery of the goods/services. All sales, excise, or similar taxes to be paid by Razer must be itemised separately in the invoice. Prices specified in each invoice shall be construed in accordance with the Incoterms® 2010 as set out in Clause 3. All payments will be made no later than the due date set out in the applicable invoice, which shall be no less than 30 days. Razer shall be entitled to withhold from any amounts payable to Supplier such taxes or other amounts as Razer shall be required to withhold pursuant to applicable law. The remaining sum, after such withholding, as paid to Supplier, shall constitute full settlement of the invoice.
Interest. In the event of late payment, Supplier shall impose an interest on the outstanding sum at a rate of 1% per month from the date the outstanding sum was due and payable until such sum is paid in full. - 3. DELIVERY
Packing. All shipments shall be packed in a manner that will provide efficient handling and reduce the possibility of damage. No charge will be allowed for packaging unless agreed in writing by Razer.
Delivery. Unless otherwise agreed between Razer and Supplier, Supplier shall deliver all goods to Razer on a DDP basis under Incoterms® 2010. The title and all risks of loss of or damage to the goods shall be borne by Supplier until the goods have been delivered to Razer or the freight forwarder at the relevant location.
Warranty. Supplier warrants that the goods comply with the agreed specifications (the "Specifications") and are free from all defects. Supplier further warrants that all services will be delivered in a professional and timely manner in accordance with the Specifications and are fit for its purpose. Supplier also warrants that the goods/services provided or supplied do not infringe or violate any third party intellectual property or other proprietary rights. The foregoing warranties will inure to the benefit of Razer, its successors, assigns, customers, and users of Razer's goods/services, and shall survive acceptance, use of, and payment for the goods/services. Supplier shall at its own expense promptly repair or replace any goods furnished to Razer which within 15 months after delivery, at Razer's discretion, fail to conform to the Specifications. The warranty for such replaced or repaired goods shall be extended by a further 6 months from the date of replacement/repair. These warranties and remedies are in addition to any warranties and remedies provided at law or otherwise provided with the goods.
Inspection and Acceptance. Razer may inspect the goods at any time after delivery, and may reject or revoke acceptance of goods that fail to conform to the Specifications. All rejected goods will be returned to Supplier at Supplier's sole risk and expense, and Supplier will promptly refund to Razer payment for such goods. Any inspection or approval of the goods shall be provisional only and shall not constitute final acceptance of the goods. Acceptance of goods does not waive any warranty rights provided under the PO for the goods. - 4. TERMINATION
Razer reserves the right, at any time, to cancel any PO or any part thereof without liability or compensation to Supplier: (a) for breach by Supplier of the PO; (b) on bankruptcy or insolvency of Supplier; or (c) where any Force Majeure Event continues for more than 30 consecutive days. Upon such cancellation, Supplier shall however be entitled to receive payment for services that have been properly performed as at the date of cancellation. Supplier shall not be entitled to cancel or amend any PO once Supplier has accepted the PO. - 5. CONFIDENTIALITY
Supplier agrees that all information and document created by Razer pursuant to the work done under the PO shall be Razer's sole property, and Supplier further agrees that all information provided by Razer to Supplier, and all information becoming known to Supplier concerning Razer's intellectual property and any other information affecting the business operations of Razer (collectively, "Razer's Proprietary Information") shall be maintained in confidence by Supplier and shall not be revealed in any manner to any party, or used by Supplier without first obtaining Razer's written consent, thereto, except to provide the goods/services of Razer being provided under the PO; provided however, that the provisions of this clause as they relate to the confidentiality shall not apply to information which was known to Supplier at the time Razer's information was obtained directly or indirectly from Razer or which is lawfully acquired by Supplier from a third party or which becomes published or otherwise in the public domain other than by Supplier's breach of the PO. Supplier shall be fully responsible for all Razer's Proprietary Information in Supplier's possession and Supplier shall promptly upon completion of the fulfillment of the PO, or on demand, return or destroy all documents including all copies thereof containing such Razer's Proprietary Information to Razer. - 6. LIMITATION OF LIABILITY AND INDEMNITY
Limitation of Liability. Razer's liability whether in contract, tort, or otherwise for any loss, damage or injury arising directly or indirectly from any breach of Razer's obligations herein shall not exceed the amount equivalent to the price at which the goods/services are supplied by the Supplier under the PO.
Indemnity. Supplier will indemnify, defend, and hold harmless Razer, its customers, users, officers, employees, suppliers, and sub-contractors against all claims, costs, and damages (including legal fees and costs) arising directly or indirectly out of any claim of: (a) product liability (including personal injury or death associated with the goods/services provided); (b) actual or alleged infringement of intellectual property rights and/or breach of any proprietary rights; and (c) breach of its warranties or obligations. For the avoidance of doubt, Razer shall maintain full control over all ensuing proceedings. Without limiting the foregoing, if Supplier's completion of the PO involves services provided by Supplier on premises occupied by Razer, Supplier shall take all precautions necessary to prevent the occurrence of any personal injury or loss or destruction of property in connection with such services, and Supplier shall at all times maintain such public liability, property damage, employer's liability and workers compensation insurance as to fully protect Razer and Razer's customers against any potential liability with respect to the foregoing. Upon request by Razer, Supplier will furnish Razer with a certificate of such insurance, naming Razer as an additional insured party. - 7. GENERAL
Supplier may not assign its rights or obligations under the PO unless the prior written approval of Razer has been obtained, such approval not to be unreasonably withheld or denied. Razer shall be entitled to assign its right or obligations under the PO to any one of its affiliates upon providing Supplier with prior written notice of such assignment.
Compliance with Laws. The parties shall abide with all applicable law and industry standards in performing their obligations under the PO.
Entire Agreement. If a manufacturing services agreement or any other definitive agreement has been put in place between Razer and the Supplier, the same shall prevail over the Terms in the event of any inconsistency. In the absence of the same, the PO constitutes the entire agreement between the parties as to its subject matter and supersedes all prior representations and agreements in connection with that subject matter. The Terms may be amended or varied by Razer at any time in writing.
Force Majeure. A "Force Majeure Event" means any event out of any party's reasonable control (including but not limited to acts or omissions of another party, natural disasters, war, or strikes). If a Force Majeure Event prevents any party from partially or wholly complying with its obligations under the PO then as soon as reasonable practicable after such event arises, the affected party must notify the other party of the event and both parties' obligations shall be suspended for the duration of such event.
Governing Law and Jurisdiction. The PO is governed by the laws of Singapore. All disputes arising out of or in connection with the PO shall be referred to arbitration in Singapore, in English, in accordance with the rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference into the Terms. All legal costs of the winning party shall be borne by the losing party on a full indemnity basis. The parties agree the arbitration proceedings, and the terms of any ensuing arbitral award shall be kept confidential. The parties may only commence legal action in the Courts of Singapore (which shall have non-exclusive jurisdiction) if the dispute cannot be resolved through arbitration.
Mixing of Funds. Supplier shall not mix any deposits paid by Razer with its own funds.
Set-Off. Supplier shall not apply any set-off to any sums payable to Razer without the prior written agreement of Razer.
Severability. If any clause herein is determined as void or unenforceable, such clause shall be deemed to be deleted from the PO and the remaining clauses shall continue in full force and effect.
Third Party Rights. Unless otherwise stated herein, the PO does not create or confer any rights or benefits enforceable by a person not a party to the Terms.
Waiver. The failure of a party to insist on the exercise of its right, power, or privilege under the PO is not a waiver thereof and shall not preclude any future or further exercise thereof.