1. User Registration and Access to Account
- If so prompted by the Website's system, you shall change your User ID and password to be able to continue using the Website and the Services. You shall not allow any third party or any other entity to access the Account or use the Services.
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.
Usage of the Services during the Current Version
- All orders made by you shall be deemed to be an offer made by you to purchase the selected items and quantities set out in your cart. All items that you check out shall not be cancelled by you or returned to us subsequently unless such return is made in accordance with the existing General Terms and Conditions of Sale between you and Sourceability. All orders are subject to acceptance by Sourceability. Sourceability shall issue you an Order Confirmation after you have checked out your selected items from the Website. The Order Confirmation shall set out the details of your purchase and shall be sent to your email address provided under the Registration Information.
- In cases where you have an existing General Terms and Conditions of Sale with Sourceability, you shall make payment for your order in accordance with such existing terms. Sourceability shall not process any orders in the case of errors or inaccuracies regarding the items appearing on the Website. If an error or inaccuracy is discovered, Sourceability shall modify or cancel the Order Confirmation accordingly. Depending on market conditions at that time, Sourceability has the right to modify or cancel certain items in the Order Confirmation. If you are agreeable with the modifications proposed by Sourceability, the dashboard in your Account shall then be updated accordingly. Sourceability shall not be held liable to you for any direct losses (including loss of profit) or indirect, consequential or special losses of any kind in connection with such modification or cancellation of items as described herein.
In the event that you do not use the Services on the Website, but instead send a purchase order directly to an account manager in Sourceability or to a support email on the Website firstname.lastname@example.org, Sourceability reserves the right to determine whether to handle your purchase order through the Website or outside of the Website.
3. Electronic communication
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.
4. Usage of Website
- In using the Services, you will have to upload, submit, store, receive or send content in connection with the entity you represent (the "Content"). You hereby grant Sourceability a worldwide and royalty-free license to use, host, store, reproduce, modify, communicate, publish, publicly perform, publicly display and distribute the Content for the purposes of Sourceability providing its customers with the Services. The rights granted in this license are also for the purposes of enabling Sourceability to use and analyse the Content in order to promote, market, improve and develop the Website and the Services. Sourceability may share the Content with its related companies and affiliates as well as third party service providers in order to process and manage the Content. Such a license continues even after you cease to be Sourceability's customer.
You agree to the following in the usage of the Website and the Services:
- Not to publish, upload, email, post, transmit or otherwise make available Content that (a) is unlawful, harmful, vulgar, obscene, hateful, racially or religiously sensitive or otherwise objectionable (b) infringes the intellectual property rights of third parties (c) contains software virus, Trojan horse, worm, time bomb, cancelbot or any other computer file or software designed to corrupt, interrupt or limit the functionality of any computer hardware, software or other property;
- Not to impersonate any person or entity or misrepresent your affiliation with any other person or entity;
- Not to harass, defame, abuse, stalk, or threaten the rights of other persons or entities or their rights of privacy;
- Not to harvest, collect, store and use in any way the information or data of other users of the Website or the Services for purposes other than that which the Services are designed for;
- Not to download any content from the Website in the course of using the Services and use such content for illegal purposes or for purposes unrelated to the Services or to offer services similar to the Services;
- Not to gain unauthorised access to the Website or the platform providing the Services or any other computer systems or networks related to the Website, whether through hacking, mining or any other means;
- Not to use the Website and the Services in a manner that would affect any other user's use and enjoyment of the Website and the Services;
- Not to take down the Website or amend any part of the Website;
- Not to take down any other web tools provided to you by Sourceability;
- Not to copy, modify, distribute, transmit, display, publish, license or create derivative works from, transfer, lease or sell the Website or the content on the Website;
- Not to copy or modify any part of the Services;
- Not to interfere with or disrupt the servers, or networks which support the Website or breach any procedures, policies or regulations of networks connected to the Website;
- Not to reverse engineer, decompile, disassemble or otherwise use the source code of this Website to build a website similar to the Website; and
- Not to violate any applicable local and international laws and their regulations.
5. Personal Data Protection
- All content posted or uploaded by you to the Website shall be at your own risk and Sourceability shall not be responsible for the use or misuse of such uploaded information by any other user of the Website.
- Your confidentiality obligations herein shall continue even after you cease using the Website and/or after the termination of your Account.
7. Intellectual Property Rights
- You grant us a worldwide, non-exclusive, royalty-free license to publish, reproduce and use your Intellectual Property Rights, specifically your trademarks, logo or brand, on the Website and for the purposes of our provision of the Services.
8. System Security and Availability
- You agree not to manipulate the Website and the platform for the Services and the functionality contained in the Website or the platform for the Services and not to introduce material or data into the Website or the platform for the Services that could damage or steal other computer programs, computer systems, data or information or to overload the infrastructure for the Website or the platform for the Services or that of other users with large volumes of data not required for business purposes.
- Information distributed to you by Sourceability in the password-protected areas of the Website may only be disclosed to third parties with the express prior written agreement of Sourceability.
9. Modification and Termination of Services
- If you wish to terminate your Account, please ensure that you are legally entitled to do so under the additional terms and conditions that you have agreed with Sourceability. You may then contact Sourceability at email@example.com.
10. Exclusion of Warranties
11. Limitation of Liability
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 may use the Services only as permitted by law, including applicable export and re-export control laws and regulations. Sourceability may suspend or stop providing the Services to you if you do not comply with our terms or policies or if Sourceability is investigating suspected misconduct.
14. Governing Law and Dispute Resolution
The seat of the arbitration shall be Singapore.
The Tribunal shall consist of one (1) arbitrator.
The language of the arbitration shall be English.
15. Sourceability Policy Regarding Tariffs on Chinese Origin Imports to the United States
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.
- Known costs due to tariffs will be included on all quotes. Estimated and/or maximum potential costs will be included upon request.
- Tariff costs will be calculated using the commercial value of the shipments, per law.
- If tariffs are unexpectedly levied on a shipment, the costs will be included on the invoice even if they were not included on the initial quote.
- If tariffs are not levied on a shipment, the costs will not be included on the invoice even if they were included on the initial quote.
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.
Our Terms of Sales
"Buyer" means the buyer who purchases Goods from the Seller via the Sourcing Platform.
"Conditions" means these Terms of Sale 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 or Sourceability SG, 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 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 Delware 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 Seller’s Sourcing Platform to Buyer after Buyer has placed its Order on the Sourcing Platform.
Application of Conditions: These Conditions shall be the exclusive terms and conditions governing Buyer and Seller in the Buyer's purchase of Goods and Seller'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 Seller or form part of the Contract unless they are expressly accepted in writing by an authorized personnel of Seller.
Headings: The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. PURCHASE OF GOODS VIA SOURCING PLATFORM
Selection of Goods: 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 Seller by clicking "Submit". All Orders made by Buyer shall be deemed to be an offer by Buyer to Seller 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 Seller unless such return is made in accordance with these Conditions.
- Order Confirmation: After Buyer has submitted its Order on the Sourcing Platform, Seller’ 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 Seller for the sale of goods from Seller to Buyer once Buyer places an Order on the Sourcing Platform and after Seller’s Sourcing Platform issues an Order Confirmation to Buyer. Such Contract shall be subject to Seller's available stock of Goods.
- Purchase of Goods outside of the Sourcing Platform: 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 Seller or to a support email on the Sourcing Platform firstname.lastname@example.org, Seller 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, Seller shall enter into separate terms and conditions of sale with Buyer and these Conditions shall not apply.
- Buyers with Existing Terms and Conditions of Sale: Where there is an existing General Terms and Conditions of Sale and any other agreement between Buyer and Seller relating to the purchase of Goods from Seller ("Existing Agreement") and Buyer purchases Goods through the Sourcing Platform, Clauses 2.1, 2.2, 2.5 and 2.6 and Clause 3 of these Conditions 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.
- Modification and Cancellation of Order: If any error or inaccuracy is discovered, Seller shall contact Buyer to modify or cancel the Order. Depending on market conditions at that time, Seller has the right to modify or cancel certain Goods in the Order and Seller 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 Seller 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, Seller shall have no further liability towards Buyer nor any obligation to fulfill the original Order.
- Conditional Order Confirmation: Any Order Confirmation provided by the Seller’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 Seller.
3. PRICES; TERMS OF PAYMENT
- Prices: 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 Seller to deliver the Goods to Buyer. In the event that Seller is unable to deliver the Goods based on Buyer's selection of the mode of delivery, Seller shall have no liability towards Buyer and Seller shall contact the Buyer to arrange an alternative mode of delivery and the Price of the Goods shall be modified accordingly.
Terms of Payment: 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 Seller, 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 Seller for the relevant Contract, Seller shall have a right to either (i) terminate the Contract in respect of the relevant Order and Seller shall have no further liability or obligations towards Buyer, including Seller 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 Seller, as well as attorney's fees reasonably incurred in relation to Seller making such claims for the outstanding invoice from Buyer.
- Force Majeure: Seller 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 Seller 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 Seller'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 Seller of any of its obligations hereunder. If any of these events occur, the delivery of the Goods or the performance by Seller of its obligations, as the case may be, may at Seller's option, upon written notice to Buyer of the occurrence of such event, be either cancelled or deferred without liability of Seller until such time as Seller elects to deliver the Goods and perform such obligations.
Delays: Seller 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.
5. DUTIES AND TAXES
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 Seller or otherwise. All price quotations for the Goods on the Sourcing Platform shall be exclusive of any such taxes, imposts or duties.
6. RISK OF LOSS AND TRANSFER OF TITLE
- Risk of Loss: 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.
- Transfer of Title: 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 Seller 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 Seller to Buyer for which payment is then due. Until such time as the title in the Goods passes to Buyer, Seller shall be entitled at any time to require Buyer to return the Goods to Seller and, if Buyer fails to do so forthwith, Buyer shall permit Seller 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 Seller 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 Seller'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 Seller or to provide any other similar security to the Seller in accordance with the applicable laws at the location of the Goods. In the event the Seller utilizes such security, the Seller 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.
7. SECURITY INTEREST
Buyer hereby grants to Seller 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 Seller hereunder. Buyer agrees that until such time, Seller 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 Seller may have with respect to the sale of Goods, Seller 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 Seller 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 Seller 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, Seller may offset such payment against any indebtedness owed by Seller to Buyer and any other amounts then owed by Seller to Buyer, in which case, the Buyer shall have no rights to the Goods recalled, retaken or repossessed by Seller. The foregoing shall not be construed as limiting in any manner any of the rights or remedies of Seller arising under the Singapore Sale of Goods Act or any other applicable law as in effect on the date hereof, which are available to Seller 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 Seller’s Sourcing Platform issues Buyer an Order Confirmation in respect of that Order, there shall be a Contract formed between Buyer and Seller 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 Seller in writing, and Seller 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 Seller to Buyer. Buyer shall be responsible for all fees and expenses (including reasonable attorneys' fees and expenses) incurred by Seller as a result of the cancellation of any Order.
10. ACCEPTANCE OF GOODS
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 Seller shall be in a written form in a format prescribed by Seller, 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. SELLER MAY CURE ANY DEFECT AS TO THE CONFORMITY OF THE GOODS BY REPLACEMENT THEREOF WITH CONFORMING GOODS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SELLER 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 Seller in the format prescribed by Seller, 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, Seller shall have an opportunity for inspection of such Goods, or upon the request of Seller, Buyer shall give or procure that Seller is given immediate access to such Goods or return the Goods to Seller for inspection at Buyer's expense. THE LIABILITY OF SELLER IS LIMITED TO (i) THE REPLACEMENT OF DEFECTIVE GOODS, OR (ii) THE ALLOWANCE OF CREDIT FOR SUCH DEFECTIVE GOODS, OR (iii) THE ASSIGNMENT OF SELLER’S CLAIM AGAINST A THIRD PARTY FOR SUCH DEFECTIVE GOODS TO BUYER IF LEGALLY PERMITTED, AS IS DETERMINED IN THE SOLE DISCRETION OF SELLER. SELLER 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 SELLER 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 SELLER TO BUYER.
12. INTELLECTUAL PROPERTY RIGHTS
Seller does not assume any responsibility in respect of the intellectual property rights in and to the Goods whatsoever. Seller 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 Seller 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. Seller 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 Seller. 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.
Seller 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 Seller and Buyer and may be novated or assigned to any successor organization or affiliate of Seller without written consent of Buyer but shall not be novated or assigned by the Buyer without prior written consent of Seller.
15. EXPORT CONTROL
Each of the Buyer and Seller agree to comply with all applicable export control laws and regulations with respect to the Goods sold hereunder.
The failure or delay of Seller to exercise any of its rights hereunder shall not be construed to be a waiver of any such rights. No waiver by Seller of any breach of the Contract shall be effective as against Seller unless Seller shall have waived such breach in writing, and no waiver by Seller of one breach hereunder shall be deemed to be a waiver by Seller of any other breach not so waived.
17. GOVERNING LAW
The respective rights and obligations of Buyer and Seller arising out of the sale of Goods hereunder shall be governed by and construed in accordance with the laws of the Republic of Singapore. The United Nations Convention on Contracts for International Sale of Goods (CISG) shall not apply to these Conditions.
18. DISPUTE RESOLUTION
Any dispute arising out of or in connection with these Conditions, 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.
19. LEGAL FEES
In the event Buyer fails to pay any amounts due under these Conditions, Buyer agrees to pay all costs incurred by Seller in collecting any such amounts, including without limitation reasonable attorneys' fees and costs including fees and costs arising from the representation of Seller in a bankruptcy proceeding of Buyer.
20. NOTICES; COMMUNICATIONS
All notices and other communications to be given to Buyer or Seller 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 Seller, as the case may be. For the purposes of this clause, the address of Seller 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.
21. ENTIRE AGREEMENT:
These Conditions and the Existing Agreement (if any) constitute the entire agreement between Buyer and Seller relating to the subject matter hereof. There are no agreements, understandings, restrictions, warranties, or representations between Buyer and Seller relating to the subject matter hereof other than those as set forth herein.
Our Terms of Purchasing
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:
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:
- if the relevant Sourceability entity is Sourceability USA, is a federal legal holiday in the United States or any day on which banking institutions in the State of Florida are authorized or required by applicable Law to close;
- if the relevant Sourceability entity is Sourceability HK, is a public holiday in Hong Kong;
- if the relevant Sourceability entity is Sourceability SG, is a public holiday in Singapore; and
- if the relevant Sourceability entity is Sourceability Germany, is a public holiday in Germany,
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:
- if the relevant Sourceability entity is Sourceability USA, 8880 NW 20th Street, Suite J, Doral, FL 33172;
- if the relevant Sourceability entity is Sourceability HK, RM 1701-02 Westin Centre, 26 Hung To Road, Kwun Tong, Hong Kong;
- if the relevant Sourceability entity is Sourceability SG, 38 Joo Seng Road, #05-02, Singapore 368361; and
“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.
Vendor's Provision of Information to Sourceability.
- Vendor shall periodically provide the following information to Sourceability : (i) manufacturer part/code number (MPN), (ii) manufacturer, (iii) price (the “Product Price”), (iv) quantity, (v) date code , (vi) lead time, packaging type and packaging condition.
- Vendor shall ensure the accuracy of all information provided for the Products at all times and promptly inform Sourceability when such Products are no longer available for sale.
Vendor shall update Sourceability on the Product Price periodically. In the event that a Customer PO is placed with Sourceability and the Product Price is increased by the Vendor prior to the placement by Sourceability of an Order for such Product with Vendor, the Product Price listed on the Vendor Database or provided to Sourceability, as the case may be, on the date of the Customer PO shall be used for the price of Product subject to such Order.
- Vendor shall provide the information required under this Section 2 to Sourceability in such format as may be required by Sourceability and/or by uploading such information onto a Vendor Database as required by Sourceability. In the event that Vendor chooses not to upload information on its available Products to the Vendor Database, Vendor shall periodically provide to Sourceability the information on the Products as described in Section 2) above and permit Sourceability to upload such information onto the Vendor Database.
- Sourceability shall have the right to use the information uploaded by Vendor onto the Vendor Database or provided to Sourceability, as the case may be, and modify it as it deems necessary for the purposes of Sourceability selling the Products on Sourcing Platform to the Customers.
Placement of Orders.
- Upon receipt of a purchase order from a registered user of the Sourcing Platform (the “Customer”) for a Product (the “Customer PO”), Sourceability will place an Order with Vendor for the purchase of the Products. Such Order will specify the Product, the quantity, the delivery date, Sourceability’s Order number (the “Order Number”), the date of the Customer PO and the Sourceability Facility where the Product will be shipped to but will not include any information regarding the identity of such Customer.
- Upon receipt of an Order, Vendor shall ascertain if it is able to supply the Products to Sourceability in accordance with the terms of the Order, and if so, Vendor shall issue an Order confirmation.
- An Order confirmation shall include the Order Number. Vendor shall reference the Order Number in all correspondence regarding the Order.
- Vendor shall provide all Product information requested by Sourceability within three (3) business days.
- No change to any Order is binding on Sourceability unless an authorised representative of Sourceability has agreed to such change in writing.
- In addition to any remedies that may be provided under this Agreement, Sourceability may terminate an Order with immediate effect upon written notice to the Vendor, either before or after the acceptance of the Products, if the Vendor has not performed or complied with any of the terms of the Agreement, in whole or in part. If the Vendor becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then Sourceability may terminate an Order upon written notice to the Vendor. If Sourceability terminates this Order for any reason, then (i) the Vendor’s sole and exclusive remedy is payment for the Products received and accepted by Sourceability prior to the termination, and (ii) the Vendor shall immediately refund to Sourceability the Price paid for all Products not accepted by Sourceability.
Payment of Purchase Price.
- The purchase price charged to Sourceability for the Order (the “PO Price”) shall be the Product Price listed on the Vendor Database or as provided to Sourceability, as the case may be, on the date of the Customer PO.
- In addition to any right of set-off provided by law, Sourceability shall be entitled at any time to set-off against sums payable by Sourceability to Vendor any amounts for which Sourceability determines Vendor is liable to Sourceability or its Affiliates under any Order or other agreements with Vendor. Sourceability may do so upon prior notice to Vendor. If any sums payable by Sourceability or any amounts are in different currencies, Sourceability may convert either sum at a rate of exchange in accordance with its business practice for the purpose of the set-off. Sourceability agrees to provide accounting of all calculations to Vendor upon written request. The rates, amounts calculated and the records maintained and/or certified by Sourceability shall be conclusive evidence of the matters to which it relates except in the event of manifest error.
- Payment for Products shall not constitute acceptance of non-conforming or defective Products nor limit or affect any rights or remedies of Sourceability.
- Vendor shall invoice Sourceability for the PO Price for the Products upon delivery of the Products to the Sourceability Facility.
- Each invoice shall include (i) the Order Number, (ii) the date of the Order, (iii) the manufacturer part number (MPN), (iv) the quantity, (v) the manufacturer and (vi) any other information that Sourceability may reasonably require.
- Vendor shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition;
- Each delivery of Products shall be accompanied by a delivery note with (i) the Order Number (ii) the quantity of Products, and (iii) the manufacturer part number (MPN), (iv) the Product part code number and all other information as requested by the Sourceability.
- Vendor shall give written notice of shipment to Sourceability when the Products are delivered to a carrier for transportation. Vendor shall provide Sourceability all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release the Products to Sourceability, on the same Business Day Vendor delivers the Products to the transportation carrier. The Order Number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to that Order.
- Vendor shall ship the Products to the Sourceability Facility during regular business hours prior to the delivery date but not earlier than two (2) Business Days prior to such date. Timely delivery of the Products is of the essence. If the Vendor fails to deliver the Products in full on the delivery date, Sourceability may terminate that Order immediately by providing written notice to the Vendor. Acceptance of late delivery by Sourceability shall not be deemed a waiver of the Vendor’s obligation to indemnify Sourceability.
- If Vendor delivers more or less than the quantity of Products ordered, Sourceability may reject all or any excess Products. Any such rejected Products shall be returned to Vendor at Vendor’s risk and expense. If Sourceability does not reject the Products and instead accepts the delivery of Products at the increased or reduced quantity, the Price for the Products shall be adjusted on a pro-rata basis.
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.
- Sourceability will inspect the Products within three (3) business days upon arrival at the Sourceability Facility.
- If Vendor delivers the incorrect or non-conforming product, such products shall be returned to Vendor at Vendor’s risk and expense.
Warranties and Remedies.
- Products Warranties. Vendor warrants that the Products shall during the Warranty Period (a) conform to the Order in all respects; (b) be free from all defects in design, workmanship and materials during the Warranty Period and be of highest quality and workmanship; (c) conform to all applicable laws in countries where the Products (or goods into which the Products are incorporated) are to be sold, including without limitation, in the case of Products used in connection with the manufacture of motor vehicles, the National Traffic and Motor Vehicle Safety Act, United States motor vehicle safety standards and European Union Directive 2000/53/EC; (d) not infringe, misappropriate or violate the intellectual property rights of third parties; (e) be free and clear of any and all liens and encumbrances of any nature, with title vesting in Vendor in accordance with the preceding; (f) properly function and be suitable for the purpose held out by Vendor or made known to Vendor by Sourceability expressly or by implication; and (g) in respect of such Products which are traceable, are traceable 100% to the original manufacturer of their components.
- If the Products are defective or otherwise do not comply with the warranties provided hereunder, then, without limiting any of its other rights or remedies, and whether or not Sourceability has accepted the Goods, Sourceability, may exercise any of one or more of the following remedies:
(i) return the non-conforming Products to the Vendor for a refund of the full invoice price plus payment of transportation charges for such defective or otherwise non-conforming Products;
(ii) have Vendor replace the defective or non-conforming Products with non-defective and conforming Products;
(iii) to recover from the Vendor any costs incurred by Sourceability in obtaining substitute Products from a third party; and
(iv) to claim damages and any loss, costs or expenses incurred by Sourceability which have arisen from the defective or non-conforming Products.
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:
- Any noncompliance or breach of any representation, warranty or obligation under this Agreement;
- Infringement or misappropriation of any intellectual property right relating to the Products to the extent that the claim is attributable to the acts or omissions of the Vendor, its employees, agents or subcontractors;
- Any death, personal injury or damage to property arising out of or in connection with defects of the Products;
- Any breach, negligent performance or failure or delay in performance of this Agreement by the Vendor, its employees, agents or subcontractors; and
- Damages to property or personal injuries to the extent arising from or in connection with Vendor’s work on any of premises of Sourceability.
- All non-public, confidential or proprietary information of Sourceability, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Sourceability to the Vendor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Order is confidential, solely for the use of performing this Order and may not be disclosed or copied, or used for any other purpose, unless authorized by Sourceability in writing. Upon Sourceability’s request, the Vendor shall promptly return all documents and other materials received from Sourceability. Sourceability shall be entitled to injunctive relief for any violation of this Section 11, and the Vendor agrees that damages will not be an adequate remedy for breach of this Section 11. This Section 11 shall not apply to information that is: (a) in the public domain; (b) known to the Vendor at the time of disclosure; or (c) rightfully obtained by the Vendor on a non-confidential basis from a third party.
- The terms of this Agreement shall be deemed to be Confidential Information of Sourceability.
Term and Termination.
- The term of this Agreement shall commence on the Effective Date and, subject to the other provisions of this Section 12, shall continue in effect until either Party provides the other Party no less than thirty (30) days prior written notice of termination (the “Term”).
- If either Party (such Party, the “Breaching Party”) has materially breached a provision of this Agreement then the other Party (the “Non-Breaching Party”) shall have the right to terminate this Agreement by notice of termination to the Breaching Party (the “Notice of Termination”), which termination shall be effective upon receipt by the Breaching Party of such notice.
- If either Party (i) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (ii) makes or seeks to make a general assignment for the benefit of its creditors, or (iii) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, then the other Party shall have the right to terminate this Agreement by notice of termination to such Party, which termination shall be effective upon receipt of such notice.
- Subject to the following sentence, termination of this Agreement shall also terminate any outstanding purchase orders and Special Conditions pursuant to this Agreement, but shall not affect the liability of either Party for breaches of this Agreement occurring prior to such termination.
- Without limiting the foregoing, the following provisions shall survive termination of this Agreement: Sections 4, 5, 9, 10, 11 and all subsections of Section 13.
- Force Majeure. Neither party shall be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from, or delayed in, doing so by causes beyond its reasonable control, including but not limited to acts of war (declared or undeclared), acts of God, fire, strikes, labor difficulties, acts or omissions of any Government Authority or of the other party hereto or any of its Affiliates, changes in Law, insurrection or riot, embargo, delays or shortages in transportation or power or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its Vendors or subcontractors due to any of the foregoing causes. In the event of delay due to any such cause, the date of performance will be extended by a period equal to the delay plus a reasonable time to resume performance.
- Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.
- Assignment. Neither Party shall assign, transfer or novate this Agreement or any rights or obligations under the Agreement without the prior written consent of the other Party, and any such attempted assignment, transfer or novation shall be null and void; provided, that, without limiting its own obligations hereunder, either Party may assign, transfer or novate this Agreement to any of its Affiliates upon written notice to, but without the consent of, the other Party. If any such Affiliate shall cease to be an Affiliate of the assigning Party, then, concurrently therewith, this Agreement shall be assigned, transferred or novated by such Affiliate back to such assigning Party and written notice thereof shall be provided to the other Party.
Governing Law; Disputes.
- This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.
- Any dispute arising out of or in connection with this Agreement, 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.
- Entire Agreement. This Agreement and any special terms and conditions agreed in writing between Vendor and Sourceability (the "Special Conditions ") constitute the entire agreement between Vendor and Sourceability relating to the subject matter hereof. There are no agreements, understandings, restrictions, warranties, or representations between Vendor and Sourceability relating to the subject matter hereof other than those set forth herein. In the event of any conflict between the provisions of this Agreement and those in the Special Conditions, the provisions in the Special Conditions shall prevail.
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
- Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that both Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
- Definitions; Headings; and Number. A term defined in any part of this Agreement shall have the defined meaning wherever such term is used herein. The headings contained in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement. Where appropriate to the context of this Agreement, use of the singular shall be deemed also to refer to the plural, and use of the plural to the singular.
- Waiver of Rights. No delay or failure by either party to exercise any right hereunder, and no partial or single exercise of any such right, shall constitute a waiver of that or any other right unless otherwise expressly provided herein.