Supplier Terms and Conditions

SUPPLIER TERMS AND CONDITIONS (EUROPE-ONLY)

1. Applicability of Terms and Conditions; Purchase Orders; Acceptance
1. 1.1 These Terms and Conditions apply to all purchase orders (“Purchase Order”) submitted by the customer, distributor or retailer (“Vendor”) for Razer products (“Products”). By submitting a Purchase Order, the Vendor is deemed to have accepted these Terms and Conditions. These Terms and Conditions supersede any prior agreements or understandings between the parties, whether written or oral, relating to the matters herein.
2. 1.2 A Purchase Order is only concluded and binding when it is accepted in writing by Razer, and once accepted, may not be amended or canceled without Razer’s written consent. Razer may cancel any Purchase Orders or suspend the delivery of Products if Vendor fails to: (a) make any payment payable to Razer; (b) satisfy any credit or financial requirements prescribed by Razer; or (c) comply with these Terms and Conditions. All Purchase Orders are firm and no returns, refunds or exchanges are permitted.
3. 1.3 Razer shall not be liable for any shortage or delays in availability of the Products howsoever caused.
2. Title and Risk
1. Title and risk to the Products shall pass to Vendor under the Incoterm applicable to the relevant delivery.
3. Limitations
1. Vendor shall not: (a) manufacture any Products; (b) remove or modify the packaging or contents of any Products; (c) remove, alter, deface or obscure any copyright notices, trademark designations or other proprietary legends on or in any Products; (d) copy, modify, adapt or prepare derivative works of any Products; (e) disassemble, decompile or reverse engineer any Products; (f) enter into any licensing or sublicensing agreements with respect to any Products; (g) enter into an agreement for the bundling of any Products with an OEM manufacturer; (h) resell the Products in combination with any other products; or (i) distribute the Products on-line or by any other means of electronic distribution.
4. Prices and Payment Terms
1. All amounts payable by Vendor for the Products (a) are exclusive of any applicable value added tax or any other sales or other tax, for which Vendor shall be additionally liable; and (b) shall be paid by Vendor in the manner and within the timelines stipulated by Razer.
5. Intellectual Property Rights and Trademarks
1. 5.1 Razer retains all rights and ownership in its trademarks, trade names, service marks and logos (“Trademarks”), and to the patents and other intellectual property rights embodied in the Products. No rights in or relating to such Trademarks or intellectual property rights are granted or transferred to Vendor.
2. 5.2 Vendor shall not, directly or indirectly (a) challenge, contest, impair or invalidate Razer's rights in the Trademarks or any registrations derived therefrom; (b) use the Trademarks accompanied by other trademarks; (c) use any trademark, symbol or device which incorporates or is confusingly similar to, or is a colorable imitation of, the Trademarks, on any item; (d) apply anywhere in the world to register any trademarks identical to or so nearly resembling the Trademarks as likely to deceive or cause confusion; or (e) register any domain name containing the name or word “RAZER”.
6. Liability and Indemnity
1. 6.1 THE PRODUCTS ARE PROVIDED TO Vendor “AS IS” WITHOUT ANY WARRANTIES WHATSOEVER. RAZER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND RELATING TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMTED TO, ANY IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. 6.2 IN NO EVENT SHALL RAZER BE LIABLE TO Vendor OR ANY OTHER PERSON FOR ANY CLAIMS, LOSS OR DAMAGES WHATSOEVER (“CLAIMS”), WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHERWISE, BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABLIITY OR OTHERWISE, ARISING OUT OF, BASED ON OR RESULTING FROM THE PRODUCTS OR THE USE THEREOF, INCLUDING BUT NOT LIMITED TO (A) ANY LOSS OR DAMAGE SUFFERED BY Vendor AS A RESULT OF A THIRD PARTY CLAIM OR ANY MATTER BEYOND RAZER’S REASONABLE CONTROL; (B) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES; (C) ANY INTERRUPTION OF USE OR LOSS OR CORRUPTION OR DATA; OR (D) LOSS OF INCOME, PROFITS OR GOODWILL.
3. 6.3 IN ANY EVENT, RAZER'S MAXIMUM AGGREGATED LIABILITY FOR ALL CLAIMS INCURRED BY VENDOR IN CONNECTION WITH ANY PURCHASE ORDER AND/OR THE SALE OF ANY PRODUCTS SHALL BE LIMITED TO THE TOTAL AMOUNT OF ALL PAYMENTS RECEIVED BY RAZER FROM VENDOR IN THE MOST RECENT FULL CALENDAR MONTH PRECEDING VENDOR’S NOTICE OF CLAIM.
4. 6.4 VENDOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS RAZER AND ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES ("INDEMNIFIED PARTY") FROM ALL CLAIMS INCURRED BY THE INDEMNIFIED PARTY RESULTING FROM, ARISING OUT OF OR INCURRED IN CONNECTION WITH (A) ANY BREACH BY Vendor OF THESE TERMS AND CONDITIONS; OR (B) ANY NEGLIENCE, WILFUL ACT OR MISCONDUCT BY VENDOR (INCLUDING ITS EMPLOYEES, AGENTS, SUBCONTRACTORS OR REPRESENTATIVES).
7. Governing Law and Jurisdiction; Compliance with Laws
1. 7.1 These Terms and Conditions and all matters relating to the supply of Products shall be governed by the laws of the Federal Republic of Germany, without reference to choice or conflict of law principles, and Vendor agrees to submit to the exclusive jurisdiction of the courts in the Federal Republic of Germany. THE APPLICATION OF THE UNITED NATIONS CONVENTION OF CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED.
2. 7.2 Vendor shall comply with Razer’s prevailing guidelines and policies relating to the supply and distribution of the Products and all applicable laws. Vendor shall obtain and maintain in force, all licences, consents and approvals which may be necessary for the purposes of carrying out its obligations (including the import, supply and/or distribution of Products in the relevant territory(ies)).