- 1. OVERVIEW OF TERMS
When customer, distributor or retailer (“Vendor”) issues a purchase order ("PO") to Razer Inc and/or any of its affiliates ("Razer") for goods/services at the price stated in the PO, Vendor agrees that Razer will deliver the goods/services on the terms set out herein ("Terms"). A binding contract is formed between Vendor and Razer when Razer acknowledges receipt of the PO in writing to Vendor.
- 2. PAYMENT
Terms of Payment. Prices specified in the PO shall be construed in accordance with the Incoterms® 2010 as set out in Clause 3. Razer will issue a separate invoice for each PO when the goods/services have been delivered. Payment for each invoice shall be made no later than the due date set out in the applicable invoice. All payments are not subject to deduction for or on account of any GST or VAT, levies, and surcharges. Where Vendor is required by law to make any such deduction, Vendor shall gross up the sum payable to Razer by such additional amounts as are necessary to ensure that Razer receives the full amount of the payment under the invoice. Interest. In the event of late payment, Razer shall impose an interest on the outstanding sum at a rate of 1% per month (or such other rates as Razer may prescribe from time to time) 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, in Razer's sole discretion, will provide efficient handling and reduce the possibility of damage.
Delivery. Unless otherwise agreed between Razer and Vendor, Razer shall deliver all goods to Vendor on an FCA basis under Incoterms® 2010. The title and all risks of loss of or damage to the goods shall be borne by Vendor upon delivery to Vendor or the freight forwarder at the relevant location.
Warranty. All goods/services of Razer are provided "as-is" and Razer disclaims any and all warranties, express, implied or statutory, including, without limitation, any warranty of fitness for any particular purpose or non-infringement.
Vendor is advised to inspect the delivered goods immediately upon receipt.
- 4. TERMINATION
Razer reserves the right to cancel any PO or any part thereof (even after such PO has been confirmed by Razer) without liability or compensation to Vendor: (a) for breach by Vendor of any provision of these Terms (as may be amended or revised); (b) on bankruptcy or insolvency of Vendor; or (c) where any Force Majeure Event continues for more than 30 consecutive days. Vendor shall not be entitled to cancel or amend any PO once the PO has been confirmed by Razer. In the event of cancellation (howsoever occasioned), Razer shall be entitled to receive payment for services that have been performed as at the date of cancellation.
- 5. CONFIDENTIALITY
Vendor agrees that all drawings, technical information, reports, and all documentation created by Razer pursuant to the work done under the PO shall be Razer's sole property, and Vendor further agrees that all information provided by Razer to Vendor, and all information becoming known to Vendor 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 Vendor and shall not be revealed in any manner to any party, or used by Vendor without first obtaining Razer's written consent, thereto, except for the internal business purposes of Vendor that are being addressed by 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 Vendor at the time Razer's information was obtained directly or indirectly from the Razer or which is lawfully acquired by Vendor from a third party or which becomes published or otherwise in the public domain other than by Vendor's breach of these Terms. Vendor shall be fully responsible for all Razer's Proprietary Information in Vendor's possession and Vendor 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 defect or error in the goods/services or any breach of Razer's obligations herein shall not exceed the amount equivalent to the price at which the goods/services are supplied to Vendor.
Vendor will indemnify, defend, and hold harmless Razer, its directors, 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 product liability, personal injury, or death associated with the goods/services of Razer, notwithstanding any claim that Razer, its directors, officers, employees, suppliers, and sub-contractors were negligent regarding the provision of the goods/services.
- 7. GENERAL
Vendor may not assign its rights or obligations under the PO and the Terms unless the 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 of its affiliates upon providing Vendor with prior written notice of such assignment.
Compliance with Laws.
The parties shall abide with all applicable law in performing their obligations under the PO and the Terms.
If a sales agreement or any other definitive agreement has been put in place between Razer and the Vendor, 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.
A "Force Majeure Event" means any event out Razer'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 Razer from partially or wholly complying with its obligations under the PO then as soon as reasonable practicable after such event arises, Razer must notify the Vendor of the event and Razer's obligations shall be suspended for the duration of such event.
Governing Law and Jurisdiction.
The PO and the Terms are governed by the laws of Singapore. All disputes arising out of or in connection with the PO and the Terms 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.
Vendor shall not apply any set-off to any sums payable to Razer without the prior written agreement of Razer.
If any clause herein is determined as void or unenforceable, such clause shall be deemed to be deleted from the Terms and the remaining clauses shall continue in full force and effect.
Third Party Rights.
Unless otherwise stated herein, the Terms do not create or confer any rights or benefits enforceable by a person not a party to the Terms.
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.