English
Sourceability SG Pte. Ltd., together with its various related companies (collectively, "Sourceability") own and operate the Sourcengine website (the "Website"). By using this Website, you acknowledge that you have read and hereby agree to these Terms of Use, including our Privacy Policy and any additional disclaimers or legal notices, and that you also agree to these Terms of Use for and on behalf of the entity that you represent. If you use Sourceability's services offered through this Website (the "Services"), you shall also be bound by additional terms and conditions in relation to those services. In the event of any conflict between the Terms of Use and any additional terms and conditions, the additional terms and conditions shall prevail unless expressly specified otherwise herein. Sourceability may modify the Terms of Use to reflect changes in Sourceability's business, applicable law or for other reasons deemed necessary by Sourceability. Any modifications to the Terms of Use shall apply immediately upon such modified Terms of Use being posted on the Website.
For the purposes of these Terms of Use, the term "you" and "your" shall include (i) the representative(s) of the company who are authorised to access the Website and use the Services and (ii) the company itself. You hereby agree that you shall only use the Services for and on behalf of a company which you are employed by, or for and on behalf of a company who has authorised you or who has appointed you as their agent or representative, to access the Website to use the Services. You shall not use the Services in your personal capacity as an individual consumer.
The following are the terms and conditions governing the various Services provided by Sourceability through the Website:
Terms and Conditions of Sale: You may be a purchaser sourcing for electronic components. Sourceability has a global network that enables Sourceability to procure the components you want at the best possible price with the best-qualified supplier. For the current version of the Website, the existing Terms and Conditions of Sale and any other agreement relating to the purchase of goods from Sourceability, and which are entered into between you and Sourceability shall govern your purchase of goods from the Website except that the provisions in paragraph 2.3 below shall also apply.
In using the Services on the Website, you consent to Sourceability sending you electronic messages such as email, text messages, mobile push messages, or notices and other communications on this Website.
You agree to the following in the usage of the Website and the Services:
When you use the Website or when you register with Sourceability, you will have to provide Sourceability with certain information, which may include information that identifies you personally, such as your name, contact details and email address ("Personal Data"). By providing Sourceability with Personal Data, you agree that Sourceability may collect, use, store, manage and otherwise process your Personal Data for the purpose of providing you with access to the Website and the Services. You agree to provide Sourceability with complete and accurate information, including keeping your Personal Data accurate and updated. You may contact us at: admin@sourcengine.com to correct and/or update your Personal Data. If you request to delete your Account with Sourceability or your Personal Data, you will no longer be able to access the Services. Sourceability may share the Personal Data with its related companies or its affiliates as well as third party service providers in order to process and manage your Personal Data for the purposes of promoting, marketing, improving and developing the Website and the Services. The use or your personal data is subject to Sourceability's Privacy Policy, which can be accessed by clicking on the “Privacy” link at the bottom of each web page of the Website.
The Website and the Services are provided with a reasonable level of skill and care. Other than as expressly set out in these Terms of Use or the additional terms and conditions, Sourceability does not make any specific warranty about the features or qualities of the Website or the Services, or any specific warranty that the information provided on the Website is error-free, complete and/or accurate. The Website and the Services are provided on an "as is" basis without warranties of any kind (whether express or implied, arising by statute or otherwise in law or from a course of dealing or usage of trade). To the extent permitted by applicable law, Sourceability disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, satisfactory quality and/or fitness for a particular purpose, title and non-infringement of third party rights. Statements on the Website are for explanatory purposes only and shall not constitute any warranty of certain features of the Website or the Services. No warranty or undertaking shall be implied from any published description or advertisement by Sourceability unless an authorised personnel of Sourceability expressly confirms such warranty or undertaking in writing.
Sourceability shall not be liable in any way for any content posted by users of the Website and the Services, including but not limited to any errors or omissions in such content, or for any losses or damages of any kind incurred as a result of your use or reliance on any content posted on the Website or the platform for the Services. You acknowledge and agree that your use of the Website is at your own risk and that the Website is made available to you at no charge. Accordingly, you acknowledge and agree that, to the fullest extent permitted by applicable law neither Sourceability nor the third party content providers will be liable for any loss arising out of or in any way related to your use of the Website. Sourceability shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to loss of profits, revenue, goodwill, data or other intangible losses (whether these are direct or indirect damages and even if Sourceability had been advised of such losses), howsoever caused, whether in contract or tort or otherwise arising out of or relating to (i) your use of the Website and the Services; or (ii) your procurement of or your sale of goods and services (including excess goods) using the platform for the Services; or (iii) any unauthorised access to or alteration of your data.
You shall indemnify Sourceability, its officers, employees, agents and sub-contractors from any claims, demand, losses, damages, expenses, including reasonable attorney's fees, made or suffered (as the case may be) by any third party due to or arising out of your usage of the Website, your content as posted on the Website, your breach of these Terms of Use or any additional terms and conditions, your unauthorised use of any Intellectual Property Rights owned by Sourceability or your alleged violation of the rights of a third party.
The law governing these Terms of Use shall be the laws of the Republic of Singapore. The United Nations Convention on Contracts for International Sale of Goods (CISG) shall not apply to these Terms of Use. Any dispute arising out of or in connection with these Terms of Use, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause.
The seat of the arbitration shall be Singapore.
The Tribunal shall consist of one (1) arbitrator.
The language of the arbitration shall be English.
As you’re aware, on July 6 the United States enacted tariffs of 25% on a broad spectrum of items for which China is the country of origin. These items include many electronic components. Sourceability will by default be listing all costs incurred due to tariffs as itemized surcharges on invoices containing affected items. For customers who prefer to avoid line item charges, we will embed the costs into unit prices upon request. This policy is effective immediately and applies to all undelivered orders, including those already placed. We are working hard to mitigate the effects of the tariffs on our customers. We are devoted to transparency on this issue and encourage you to contact your Sourceability account manager with any questions or concerns. Unfortunately, we cannot guarantee that any particular parts will originate from specific countries. As a reminder, under the current tariff schedule items with a country origin of outside of China (including Taiwan and Hong Kong) will not incur these new tariffs.
Sourceability will be making every effort to ensure our quotes include tariff information that is as accurate and current as possible. Outside of the guidelines outlined above, we will as always use all tools at our disposal to create customized solutions for your unique supply chain situation. For example, customers may request shipments be facilitated by our Singapore or Hong Kong distribution centers, allowing you to be the importer of record into the United States. In this situation, tariffs would be paid by your company and would not be invoiced by Sourceability.
For more information about the tariffs, please visit USITC’s website. In the event that further tariffs are levied or the current tariffs expand to include additional countries, the above policies will remain the same.
These Conditions (defined below) shall apply exclusively to all sales transactions between Sourceability and Buyer for sales transactions conducted via the Sourceability's Sourcengine e-commerce platform ("Sourcing Platform"). In case the Seller is a third party other than Sourceability, the third party’s terms and conditions shall apply. Buyer has already accepted Sourceability's terms and conditions of use to access the Sourcing Platform (the "Terms of Use") and has or will be granted access to the Sourcing Platform.
"Buyer" means the buyer who purchases Goods from the Seller via the Sourcing Platform.
"Conditions" means these Terms and Conditions of Sale via Sourcing Platform and includes any special terms and conditions agreed in writing between Buyer and Seller.
"Contract" has the meaning described in Clause 2.2 below.
"Goods" means the goods, the details of which are published by Seller on the Sourcing Platform, and as selected by the Buyer in its online cart on the Sourcing Platform.
"Seller" means any of Sourceability USA, Sourceability SG or any other third party which will be separately marked out, which will be the Seller of the Goods to the Buyer and which will be specified in the Order Confirmation issued to the Buyer.
“Sourceability” means Sourceability SG and/or Sourceability USA.
"Sourceability SG" means Sourceability SG Pte. Ltd., a company incorporated in Singapore and having its registered office address at 4 Battery Road, #25-01 Bank of China Building Singapore 049908.
"Sourceability USA" means Sourceability North America LLC, a Delaware limited liability company and having its registered office address at 2711 Centerville Road, Suite 400, in the city of Wilmington, Delaware.
"Order" means the order placed by Buyer after Buyer has selected the Goods in its online cart and checked out such Goods on the Sourcing Platform.
"Order Confirmation" means the order confirmation issued by Sourceability’s Sourcing Platform to Buyer after Buyer has placed its Order on the Sourcing Platform.
These Conditions shall be the exclusive terms and conditions governing Buyer and Sourceability in the Buyer's purchase of Goods and Sourceability's sale of Goods via the Sourcing Platform. These Conditions shall override any contrary, different or additional terms (if any) contained on or referred to in an order form or other documents or correspondence from Buyer. No addition, alteration or substitution of any term in these Conditions shall bind Sourceability or form part of the Contract unless they are expressly accepted in writing by authorized personnel of Sourceability.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
After Buyer clicks and selects the Goods Buyer wishes to purchase from the Sourcing Platform, Buyer shall confirm the Goods in the online cart and submit such Order to Sourceability by clicking "Submit". All Orders made by Buyer shall be deemed to be an offer by Buyer to Sourceability to purchase the selected Goods in the online cart. Buyer shall not cancel any Goods for which he has placed an Order for. Buyer shall also not return any Goods to the Sourceability unless such return is made in accordance with these Conditions.
After Buyer has submitted its Order on the Sourcing Platform, Sourceability’ Sourcing Platform shall send an Order Confirmation to Buyer based on the email address provided by Buyer when Buyer registered for an online account on the Sourcing Platform (the “Buyer’s Account”). The Order Confirmation shall set out the details of Buyer's Order. A "Contract" is formed between Buyer and Sourceability for the sale of goods from Sourceability to Buyer once Buyer places an Order on the Sourcing Platform and after Sourceability’s Sourcing Platform issues an Order Confirmation to Buyer. Such Contract shall be subject to Sourceability's available stock of Goods.
In the event that Buyer does not use the Sourcing Platform to purchase Goods, but instead sends a purchase order directly to an account manager within Sourceability or to a support email on the Sourcing Platform support@sourcengine.com, Sourceability reserves the right to determine whether to handle Buyer's purchase order through the Sourcing Platform or outside of the Sourcing Platform. In the case where the Goods are purchased by Buyer through the Sourcing Platform, these Conditions shall apply. In the case where the Goods are purchased by Buyer outside of the Sourcing Platform, Sourceability shall enter into separate terms and conditions of sale with Buyer and these Conditions shall not apply.
Where there is an existing Terms and Conditions of Sale and any other agreement between Buyer and Sourceability relating to the purchase of Goods from Sourceability ("Existing Agreement") and Buyer purchases Goods through the Sourcing Platform, Clauses 2.1, 2.2 and 3 of these Conditions and the terms herein concerning cancellation of Buyer's order and any modifications to such order shall replace the corresponding terms in the Existing Agreement. The other terms and conditions relating to the purchase of such Goods shall be governed by the Existing Agreement.]
If any error or inaccuracy is discovered, Sourceability shall contact Buyer to modify or cancel the Order. Depending on market conditions at that time, Sourceability has the right to modify or cancel certain Goods in the Order and Sourceability shall not be held liable to Buyer in connection with such modification or cancellation of Goods in Buyer's Order. If Buyer agrees to such modification or cancellation of Goods (as the case may be), a new Contract shall then be formed between Buyer and Sourceability based on the modified Order and the original Order of Buyer shall no longer be binding on the Parties. If Buyer does not agree to such modification of the Order, then the original Order of Buyer shall be deemed cancelled. Such modifications or cancellation of Goods in an Order shall be updated accordingly on the dashboard in Buyer's Account. In the case where Buyer's original Order is cancelled based on the terms hereunder, Sourceability shall have no further liability towards Buyer nor any obligation to fulfil the original Order.
Any Order Confirmation provided by the Sourceability’s Sourcing Platform shall be deemed conditional to the availability of the respective Goods. In the event the respective Goods are not available for delivery to Buyer, the Order Confirmation shall be deemed void and no contractual obligations shall have been established between Buyer and Sourceability.
Price of the Goods shall be the price stated in the Order Confirmation. Buyer shall select the relevant mode of delivery, delivery address and relevant Incoterm ® 2010 in order for Sourceability to deliver the Goods to Buyer. In the event that Sourceability is unable to deliver the Goods based on Buyer's selection of the mode of delivery, Sourceability shall have no liability towards Buyer and Sourceability shall contact the Buyer to arrange an alternative mode of delivery and the Price of the Goods shall be modified accordingly.
For Buyers who have entered into the Existing Agreement, the applicable terms of payment and consequences of non-payment or partial payment (if applicable) shall be as set out in the Existing Agreement. For all other Buyers, the terms of payment and credit term are as set out on the dashboard in Buyer’s Account. Unless stated otherwise by an authorized personnel of Sourceability, Buyer shall pay for the Goods before taking delivery of the Goods.
If Buyer does not make payment for the Goods within 15 calendar days of the date of the invoice issued by Sourceability for the relevant Contract, Sourceability shall have a right to either (i) terminate the Contract in respect of the relevant Order and Sourceability shall have no further liability or obligations towards Buyer, including Sourceability not being obliged to deliver any Goods under the Contract to Buyer or (ii) deliver the Goods to Buyer and claim the outstanding invoice amount from Buyer. Interest will be charged to Buyer at a rate of 8% per annum for each day beyond the stated deadline for payment up and until the date that payment in full for the Goods is made by Buyer to Sourceability, as well as attorney's fees reasonably incurred in relation to Sourceability making such claims for the outstanding invoice from Buyer.
Sourceability shall not be under any liability for any delay (whether material or not) in, or failure of the shipment or delivery of Goods or failure to perform any of its obligations hereunder due to an occurrence of Force Majeure. "Force Majeure" includes, without limitation, delays arising out of acts of God, acts of government, agency or instrumentality thereof (whether fact or law), acts of a public enemy, acts of terrorism, riots, embargoes, strikes or other concerted acts of workmen (whether of Sourceability or other persons), casualties or accidents, deliveries of materials, transportation or shortage of cars, trucks, fuel power, labor or materials, electrical or power outages, utilities or other telecommunications failures, or any other causes, circumstances or contingencies inside or outside of Singapore, which are beyond Sourceability's control or which otherwise prevent or hinder the delivery of the Goods (without regards to the availability of the Goods otherwise in the market) or the performance by Sourceability of any of its obligations hereunder. If any of these events occur, the delivery of the Goods or the performance by Sourceability of its obligations, as the case may be, may at Sourceability's option, upon written notice to Buyer of the occurrence of such event, be either cancelled or deferred without liability of Sourceability until such time as Sourceability elects to deliver the Goods and perform such obligations.
Sourceability shall not be responsible for any delay in issuing its Order Confirmation or fulfilling such an Order, nor shall it be liable for any loss or damages resulting from such delays.
All taxes (other than income taxes), imposts or duties levied upon the Goods by or payable to any federal, state, municipal or other governmental authority upon the purchase price payable for the Goods hereunder shall be chargeable to and paid by Buyer, whether such taxes, imposts or duties are payable by Sourceability or otherwise. All price quotations for the Goods on the Sourcing Platform shall be exclusive of any such taxes, imposts or duties.
Sourceability USA does not accept any taxable Orders if the Buyer is not a reseller (Reseller needs to provide reseller certificate). Sourceability USA reserves the rights to reject any taxable Order at its own discretion.
Risk of loss of Goods shall pass to Buyer in accordance with the relevant Incoterm ® 2010 set out in the Order Confirmation. All costs, if any, for insurance of the Goods shall be at the expense of Buyer. Buyer agrees to submit all complaints with respect to shipping damage to the Goods directly to the carrier within any time periods specified for such purpose.
Notwithstanding delivery of the Goods and the passing of risk in the Goods, or any other provision of these Conditions, the title of the Goods shall not pass to Buyer until Sourceability has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by Sourceability to Buyer for which payment is then due. Until such time as the title in the Goods passes to Buyer, Sourceability shall be entitled at any time to require Buyer to return the Goods to Sourceability and, if Buyer fails to do so forthwith, Buyer shall permit Sourceability to enter upon any premises of Buyer where the Goods are stored to repossess the Goods and in cases where the Goods are stored on the premises of a third party, Buyer shall procure that Sourceability and its agents shall be permitted to enter into such premises to repossess the Goods. Buyer shall ensure that the processing or conversion of the Goods shall be subject to Sourceability's retention of title. In the event the Goods have been processed into new goods or have been inseparably mixed with other goods or cannot be separated and repossessed for any other reason before the transfer of title, the Buyer is obliged to register a charge over such Goods on behalf of the Sourceability or to provide any other similar security to the Sourceability in accordance with the applicable laws at the location of the Goods. In the event the Sourceability utilizes such security, the Sourceability shall return any value which exceeds the value of the Goods to the Buyer. Buyer shall not be entitled to pledge, create a lien over or in any way charge or encumber or otherwise deal with or create any form of security over the Goods.
Buyer hereby grants to Sourceability a continuing security interest in the Goods which shall remain in full force and effect until the indefeasible payment or satisfaction in full of all of Buyer’s obligations to Sourceability hereunder. Buyer agrees that until such time, Sourceability is authorized to file or record any financing statement or other document without the signature or other consent of Buyer if permitted by applicable law.
In addition to all rights Sourceability may have with respect to the sale of Goods, Sourceability shall have the right at any time for credit reasons such as Buyer being unable to pay for the Goods within the given deadline for payment, because of Buyer's default under, or in repudiation of, these Conditions or any other contract between Sourceability and Buyer, to withhold shipment of the Goods, in whole or in part, and to recall Goods in transit, retake the same and repossess all Goods which may then be stored with Sourceability for Buyer's account, without the necessity of taking any other action. Buyer agrees that Buyer shall have no rights to all Goods so recalled, retaken, or repossessed. If Buyer has paid for the Goods, whether in full or in part, Sourceability may offset such payment against any indebtedness owed by Sourceability to Buyer and any other amounts then owed by Sourceability to Buyer, in which case, the Buyer shall have no rights to the Goods recalled, retaken or repossessed by Sourceability. The foregoing shall not be construed as limiting in any manner any of the rights or remedies of Sourceability arising under the Singapore Sale of Goods Act or any other applicable law as in effect on the date hereof, which are available to Sourceability upon any default by Buyer of any of the terms or conditions of these Conditions.
Once Buyer sends in its Order through the Sourcing Platform and Sourceability’s Sourcing Platform issues Buyer an Order Confirmation in respect of that Order, there shall be a Contract formed between Buyer and Sourceability in respect of the Goods described in the Order. Orders placed by Buyer shall be irrevocable and shall not be cancelled by Buyer. Any cancellation must be accepted by Sourceability in writing, and Sourceability shall have the right to retain all amounts paid to it by Buyer as a non-refundable deposit against payment of the purchase price therefor without further liability of Sourceability to Buyer. Buyer shall be responsible for all fees and expenses (including reasonable attorneys' fees and expenses) incurred by Sourceability as a result of the cancellation of any Order.
Buyer shall carefully inspect all Goods promptly after arrival of the Goods at the point of destination to which the Goods are to be shipped and report any quality or quantity shortages or defects to Buyer within ten (10) calendar days of such arrival of the Goods. Such a notice by Buyer to Sourceability shall be in a written form in a format prescribed by Sourceability, with a description of the alleged defect, photographs of the alleged physical defect and a test report for an alleged functional defect. CLAIMS THAT THE GOODS ARE NON-CONFORMING SHALL BE DEEMED WAIVED AND RELEASED BY BUYER UNLESS MADE IN WRITING WITHIN TEN (10) (CALENDAR) DAYS AFTER ARRIVAL OF THE GOODS AT THE POINT OF DESTINATION TO WHICH THE GOODS ARE TO BE SHIPPED. SOURCEABILITY MAY CURE ANY DEFECT AS TO THE CONFORMITY OF THE GOODS BY REPLACEMENT THEREOF WITH CONFORMING GOODS.
Customer may return Products to Sourceability only with a return material authorization (“RMA”) number issued by Sourceability. Reasons: (A) Returns for Visual Defect: Customer must notify Sourceability in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy (“Visual Defect”) within three business days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products. (B) Returns for Product Warranty: Customer must notify Sourceability in writing stating the specific Product defect within the warranty period. Sourceability will only issue an RMA if the defect (either for Visual Defect or for Product Warranty) is created solely by Sourceability or the original manufacturer, and only if Customer meets the notice requirement. Sourceability will not grant RMAs for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider arranged by Customer, or any other third party. Upon receiving the RMA, Customer must return the Products to Sourceability in compliance with Sourceability’s instructions in the RMA. Sourceability may assess all Products returned by Customer via RMA. If Sourceability determines such Products are not eligible for return, Sourceability will send such Products back to Customer on freight collect basis, or hold such Products for Customer’s collection and on account at Customer’s expense.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SOURCEABILITY GIVES NO WARRANTY, EXPRESS OR IMPLIED AS TO DESCRIPTION, QUALITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PRODUCTIVENESS, OR ANY OTHER MATTER, WHICH EXTENDS BEYOND THE DESCRIPTION OF THE GOODS STATED ON THE FACE OF THE ORDER CONFIRMATION.
Within three (3) years of the date of delivery of the Goods to Buyer, if Buyer wishes to claim any defect in the Goods delivered, Buyer shall delivery a written notice to Sourceability in the format prescribed by Sourceability, with a description of the alleged defect, photographs of the alleged physical defect and a test report for an alleged functional defect.
Where such claims of defect or quality or quantity shortages are made by Buyer, Sourceability shall have an opportunity for inspection of such Goods, or upon the request of Sourceability, Buyer shall give or procure that Sourceability is given immediate access to such Goods or return the Goods to Sourceability for inspection at Buyer's expense. THE LIABILITY OF SOURCEABILITY IS LIMITED TO (i) THE REPLACEMENT OF DEFECTIVE GOODS, OR (ii) THE ALLOWANCE OF CREDIT FOR SUCH DEFECTIVE GOODS, OR (iii) THE ASSIGNMENT OF SOURCEABILITY’S CLAIM AGAINST A THIRD PARTY FOR SUCH DEFECTIVE GOODS TO BUYER IF LEGALLY PERMITTED, AS IS DETERMINED IN THE SOLE DISCRETION OF SOURCEABILITY. SOURCEABILITY SHALL NOT BE OBLIGATED TO PAY FOR ANY TRANSPORTATION OR OTHER FEES, COSTS OR EXPENSES, OR FOR ANY LOSSES OR DAMAGES OF ANY KIND, WHETHER ARISING FROM A DELAY, BREACH OF WARRANTY OR ANY OTHER CAUSE WHATSOEVER. IT IS AGREED THAT UNDER NO CIRCUMSTANCES SHALL SOURCEABILITY BE LIABLE FOR LOSS OF PROFIT (WHETHER IT IS A DIRECT OR INDIRECT LOSS), SPECIAL, INDIRECT, INCIDENTIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING HEREUNDER IN CONNECTION WITH THE SALE OF GOODS FROM SOURCEABILITY TO BUYER.
Sourceability does not assume any responsibility in respect of the intellectual property rights in and to the Goods whatsoever. Sourceability does not warrant that there is no infringement of third party intellectual property rights in respect of the Goods. Buyer shall indemnify and hold harmless Sourceability from any and all claims arising out of any infringement of a third party's intellectual property rights or any claims thereof relating to the Goods. Sourceability shall have the right to control the conduct of any suit pending or threatened, claim or other proceeding arising out of the alleged intellectual property rights infringement in respect of the Goods or other right of another person involving Sourceability. For the purposes of these Conditions, "intellectual property rights" shall refer to all intellectual property rights including but not limited to patent, copyright, trademark, design rights, industrial design rights and registration and applications for the foregoing.
We have a policy of respecting the intellectual property rights of others. If any person believes that their work has been copied in a way that constitutes copyright infringement, please provide notice to our copyright agent at legal@sourcengine.com the following information:
Customer shall comply with the manufacturer's Product specifications. Products are not authorized for use in life support systems, human implantation, nuclear facilities or any other application where Product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer's Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk. Customer shall indemnify, defend and hold Sourceability harmless from any claims based on: (i) Sourceability's compliance with Customer's designs, specifications, or instructions, (ii) modification of any Product by anyone other than Sourceability, or (iii) use of Products in combination with other products or in violation of this clause.
Any technical assistance or advice offered by Sourceability in regard to the use of any Product or provided in connection with Customer’s purchases is given free of charge and only as an accommodation to Customer. Sourceability shall have no obligation to provide any technical assistance or advice to Customer and if any such assistance or advice is provided, such fact will not obligate Sourceability to provide any further or additional assistance or advice. Sourceability shall not be held liable for the content or Customer’s use of such technical assistance or advice nor shall any statement made by any of Sourceability’s representatives in connection with the Products constitute a representation or warranty, express or implied.
Sourceability shall have a right to amend these Conditions and once the amended Conditions are uploaded onto Sourcing Platform, the amended Conditions shall take effect immediately. In the event that Buyer does not agree to such amended Conditions, Buyer shall be entitled to cease using the Sourcing Platform to purchase Goods provided that any Order already placed by Buyer shall be paid for by Buyer in full.
These Conditions shall be binding upon and inure to the benefit of the successors and assigns of Sourceability and Buyer and may be novated or assigned to any successor organization or affiliate of Sourceability without written consent of Buyer but shall not be novated or assigned by the Buyer without prior written consent of Sourceability.
Each of the Buyer and Sourceability agree to comply with all applicable export control laws and regulations with respect to the Goods sold hereunder.
The failure or delay of Sourceability to exercise any of its rights hereunder shall not be construed to be a waiver of any such rights. No waiver by Sourceability of any breach of the Contract shall be effective as against Sourceability unless Sourceability shall have waived such breach in writing, and no waiver by Sourceability of one breach hereunder shall be deemed to be a waiver by Sourceability of any other breach not so waived.
Insofar as the purchase order are accepted by Sourceability North America LLC, the Parties hereby agree that the law of State of Florida shall apply exclusively to all disputes or claims resulting from or in connection with this Order.
Insofar as the purchase orders are accepted by Sourceability SG Pte Ltd, the Parties hereby agree that the law of Singapore shall apply exclusively to all disputes or claims resulting from or in connection with this Order.
Any dispute arising out of or relating to this Order shall be submitted to International Chamber of Commerce (“ICC”). The arbitration language shall be English. The arbitration award shall be binding.
Insofar as the purchase orders are accepted by Sourceability North America LLC, the arbitration place shall be Doral, Florida, USA.
Insofar as the purchase orders are accepted by Sourceability SG Pte Ltd., the arbitration place shall be Singapore.
In the event Buyer fails to pay any amounts due under these Conditions, Buyer agrees to pay all costs incurred by Sourceability in collecting any such amounts, including without limitation reasonable attorneys' fees and costs including fees and costs arising from the representation of Sourceability in a bankruptcy proceeding of Buyer.
All notices and other communications to be given to Buyer or Sourceability hereunder with respect to the Goods shall be given either in writing by certified mail, express courier (such as Federal Express) or hand delivered to an officer of either Buyer or Sourceability, as the case may be. For the purposes of this clause, the address of Sourceability shall be that located on the Sourcing Platform and the address of Buyer shall be in accordance with such address submitted by Buyer when registering to use the Sourcing Platform.
These Conditions and the Existing Agreement (if any) constitute the entire agreement between Buyer and Sourceability relating to the subject matter hereof. There are no agreements, understandings, restrictions, warranties, or representations between Buyer and Sourceability relating to the subject matter hereof other than those as set forth herein.
WHEREAS, Sourceability is in the business of selling electronic components and has developed and maintains an e-commerce online platform on which electronic components can be offered for sale and purchased by users of the platform (the “Sourcing Platform”);
WHEREAS, Sourceability is in the business of purchasing electronic components from Vendors and selling such electronic components to its users via the Sourcing Platform or otherwise;
WHEREAS, Vendor desires to sell electronic components to Sourceability;
WHEREAS, Sourceability and Vendor desire to enter into this Agreement whereby Vendor will offer electronic components for sale to Sourceability on the terms and conditions set forth below;
WHEREAS, Sourceability will process purchase orders received from users of the Sourcing Platform and place purchase orders for Products with Vendor;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Definitions.
Capitalized terms not otherwise defined herein shall have the meanings set forth below.
“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with such first Person at such time, where “Control” shall mean (a) the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, as a trustee or executor, by contract, or otherwise, or (b) the ownership, directly or indirectly, of more than fifty percent (50%) of the equity interest in a Person.
“Business Day” means all days excluding Saturdays, Sundays and any day which:
and any reference herein to days that does not specify “Business Days” shall be interpreted as referring to calendar days.
“Customer” means the customer as described in Section 3(a).
“Customer PO” means the purchase order described in Section 3(a).
“Government Authority” means any federal, state, county, city, local, municipal, foreign or other government authority or any department, agency, subdivision, court or other tribunal of any of the foregoing.
“Law” means, at any date of determination, any federal, state, local, foreign or other law, statute, code, ordinance, regulation or rule of any Government Authority in effect on such date.
“Order” means a purchase order for a Product placed by Sourceability with Vendor.
“Order Number” means the order number described in Section 3(a).
“Person” means any individual, company, corporation, partnership, joint venture, association, limited liability company, trust, estate, Government Authority or other entity having legal capacity.
“Products” means any electronic components and other products offered for sale to Sourceability by the Vendor from time to time and/or offered for sale to customers by Sourceability from time to time through the Sourcing Platform, as the context may require.
“PO Price” means the purchase price as described in Section 4(a).
“Sourceability” means any of Sourceability USA, Sourceability HK, Sourceability SG or Sourceability Germany, which will be the purchaser of the Products and which will be specified in the Order issued to Vendor. Any of the Sourceability entities described herein in this definition of "Sourceability" shall be entitled to sign this Agreement for and on behalf of Sourceability.
“Sourceability Facility” means Sourceability’s facility located at:
“Sourceability HK” means [Sourceability HK Limited].
“Sourceability SG” means Sourceability SG Pte. Ltd., a Singapore limited liability company.
“Sourceability USA” means Sourceability North America LLC, a Delaware limited liability company.
“Vendor Database” means the database which Sourceability provides to Vendors to upload information on the Products in accordance with Section 2 below, such database as may be online or otherwise to which access is provided to Vendor and as may be changed from time to time.
“Warranty Period” means, for each Product, the longer of (a) the warranty period required by applicable law; or (b) in the case of Products which are traceable 100% to the original manufacturer as to its components, three (3) years from the date the Product is delivered to the Sourceability Facility and, in the case of Products which are not traceable to its original manufacturer as to its components, one (1) year from the date the Product is delivered to the Sourceability Facility.
Placement of Orders.
Payment of Purchase Price.
Invoice.
Delivery.
Title and Risk of Loss.
Unless otherwise agreed in writing between the parties, the Products shall be delivered DAP (Sourceability Facility) Incoterms ® 2010 and title to the Products passes to Sourceability upon delivery to the Sourceability Facility. Unless expressly stated otherwise herein, risk shall be borne by Vendor and Sourceability in accordance with the relevant Incoterm stated above.
Inspection, Testing and Acceptance.
Warranties and Remedies.
Indemnification.
Vendor shall indemnify, defend and hold harmless Sourceability, its Affiliates and their directors, officers, agents, successors and assigns (collectively “Indemnified Parties”) from and against any and all costs, fees, penalties, expenses, damages, attorneys' fees and all other liabilities whatsoever (“Losses”), arising out of any claim against any Indemnified Party which arises from or relates to any of the following:
Confidentiality.
Term and Termination.
General Provisions.
Governing Law; Disputes.
Notices. Any notices, demands or other communication to be sent or given hereunder by either Party shall in every case be in writing and shall be deemed properly served if (a) delivered personally to the recipient, (b) sent to the recipient by reputable express courier service (charges paid), (c) mailed to the recipient by registered or certified mail, return receipt requested and postage paid, or (d) sent via facsimile or email at the facsimile number or email address set forth below. Date of service of such notice shall be (i) the date such notice is personally delivered, (ii) three (3) days after the date of mailing, if sent by certified or registered mail, (iii) the date on which delivery is guaranteed by the reputable express courier, if sent by overnight courier or (iv) the date of transmission, if sent via facsimile or email at the facsimile number or email address set forth below by 5:30 p.m. (recipient’s time) on a Business Day or, if after 5:30 p.m. (recipient’s time), the next succeeding Business Day. Such notices, demands and other communications shall be sent to the addresses indicated below or such other address or to the attention of such other person as the recipient has indicated by prior written notice to the sending party in accordance with this Section:
Sourceability North America LLC
8880 NW 20th Street
Doral, Florida 33172
Sourceability HK Limited
Rm 1701-02 Westin Centre,
26 Hung To Road, Kwun Tong, Hong Kong
Sourceability SG Pte. Ltd.
138 Joo Seng Road, 368361 Singapore
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