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
- 3. DELIVERY
- 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
- 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.