Terms & Conditions
For invoices from Aeotec Limited.
Should you receive your quotations and / or invoices from Aeotec Limited, your payment is due to Aeotec Limited in Hong Kong.
Aeotec Limited wire transfer information.
Please note that Aeotec’s quotations and invoices do not include Bank and SWIFT charges. Please ensure that any international transfers are set cover such expenses. To do this, transfer the money with OUR payment instructions. The use of BEN or SHA modes may lead to our accounts team preventing orders from shipping and delays.
For those looking to reduce costs of international money transfers, we recommend that you utilise a service such as TransferWise.
Aeotec Limited in Hong Kong;
Currency: USD only
Company name: Aeotec Limited
Company Address: Office 4 10/F Kwan Chart Tower, No. 6 Tonnochy Road, Wan Chai, Hong Kong.
Bank Account Number: 401360838
Bank Name: HSBC Hong Kong
Bank Code: 004
Branch Code: 582
Bank Address: 1 Queen’s Road Central, Hong Kong.
For Interbank Transfer within Hong Kong:
1. Please enter the ACT# 401360838 directly as Payee Account if you select or enter both Bank Code and Branch Code somewhere on the screen;
2. Please enter Branch Code and the ACT#: 582401360838 as Payee Account if you only select or enter Bank Code somewhere on the screen;
3. Please enter Bank Code and Branch Code and the ACT#: 004582401360838 as Payee Account if you do NOT select or enter both Bank Code and Branch Code somewhere on the screen.
For invoices from Aeotec Technology (Shenzhen) Ltd., Co.
Should you receive your quotations and / or invoices from Aeotec Limited, your payment is due to Aeotec Technology (Shenzhen) Limited Company in the People’s Republic of China.
Aeotec Technology (Shenzhen) Limited in the PRC;
Currency: USD only
Company name: Aeotec Technology (Shenzhen) Ltd.,Co
Company Address: Room 201, Building A, No.1, QianWan 1st Road, Shengang Cooperative District, Qianhai, Shenzhen, China, 518057.
Bank Account Number: 751068511335
Bank Name: Bank of China Shenzhen Kejiyuan Sub-Branch
Branch Number: 104584001436
Bank Address: 1/F, BLOCK A, FINANCIAL TECHNOLOGY BLDG.,NO. 11 KEYUAN ROAD, NANSHAN DISTRICT, SHENZHEN, CHINA.
Submission of Purchase Orders.
For timely processing and attention, please submit Purchase Orders to your account manager via email. These can also be mailed to [email protected] for processing and attention.
Please note that, due to its archaic and unreliable nature, Aeotec has discontinued the use of its facsimile / fax service.
Terms and conditions.
These general terms and conditions of sale (“GTC”) shall apply to all offers/quotations and/or contracts of sale concluded between Aeotec Limited whose place of business is Hong Kong (“AEOTEC”) or, in place of Aeotec Limited and where utilised, Aeotec Technology (Shenzhen)Ltd.,Co. whose place of business is in the People’s Republic of China, and a buyer (the “BUYER”). These GTC apply exclusively. These GTC do not apply to offers/quotations and/or contracts of sale concluded between the BUYER and any partner of AEOTEC including, but not limited to, entities by which AEOTEC can be considered to be doing-business-as including, but not limited to, Popp.to. Any terms and conditions put forward by the BUYER by way of their request for quotation or other purchase-invoking action that conflict or differ from these GTC do not apply, even if AEOTEC does not object to them or render performance or accept the BUYER’s performance. In case of conflict between these GTC and any specific conditions agreed upon between the parties in a separately signed and executed agreement, the specific conditions shall prevail. No modification of these GTC shall be valid unless agreed or evidenced in separately signed and excuted agreement.
FORMATION OF THE CONTRACT OF SALE
1. Only such orders placed by the BUYER and accepted by AEOTEC in writing shall be binding.
2. AEOTEC shall be entitled to withdraw from an individual contract of sales if AEOTEC does not receive the corresponding deliveries from its suppliers at all or if those deliveries are incorrect or not made in time.
3. The foregoing provision shall apply mutatis mutandis in case of a force majeure event, such as acts of god, earthquake, labour disputes and strikes, riots, war, terror acts or other events that were unforeseeable at the time when the contract of sale was concluded (e.g. any kind of operational disruption) and which are beyond AEOTEC’s control.
4. ”CONFIDENTIAL INFORMATION” shall mean any information and/or data communicated by or on behalf of the disclosing Party to the receiving Party, including, but not limited to, any kind of business, commercial or technical information and data in connection with the purposes of this AGREEMENT, including, without limitation COMPANY´s business and marketing plans with respect to PRODUCTS as well as the terms of this AGREEMENT, except for such information that is demonstrably non-confidential in nature. The information shall be CONFIDENTIAL INFORMATION, irrespective of the medium in which that information or data is embedded, and whether the CONFIDENTIAL INFORMATION is disclosed orally, visually or otherwise. CONFIDENTIAL INFORMATION shall include any copies or abstracts made of it as well as any products, apparatus, modules, samples, prototypes or parts that may contain or reveal the CONFIDENTIAL INFORMATION. BUYER shall not disclose any CONFIDENTIAL INFORMATION received from AEOTEC to any third party, use any such CONFIDENTIAL INFORMATION exclusively for the purposes of this AGREEMENT and keep confidential and hold all such CONFIDENTIAL INFORMATION with no less a degree of care as is used for its own confidential information and at least with reasonable care.
CHARACTERISTICS OF THE GOODS, INTELLECTUAL PROPERTY RIGHTS
1. Intellectual or industrial property (“AEOTEC IP”) rights shall mean the trademarks, trade names, logos, designations and/or copyrights AEOTEC uses. Unless otherwise agreed in writing, the BUYER does not acquire any property rights in AEOTEC IP, software, drawings, etc. which may have been made available to it. AEOTEC also remains the exclusive owner of any intellectual or industrial property rights relating to the goods. AEOTEC retains all right, title and interest in AEOTEC IP.
2. Any information relating to the goods and their use, such as weights, dimensions, capacities, prices, colours and other data contained in catalogues, prospectuses, circulars, advertisements, illustrations or price lists of AEOTEC shall not take effect as terms of the contract of sale unless expressly re¬ferred to in the contract.
3. BUYER may upon sufficient notice make changes to the product, including but not limited to changes in (1) drawings, plans, designs, procedures, specifications, test specifications or BOM, (2) methods of packaging and shipment, or (3) delivery schedule (in accordance with Section 8). All changes other than changes in delivery dates shall be requested pursuant to an Engineering Change Notice (“ECN”) and, if accepted by BUYER, finalised in an Engineering Change Order (“ECO”). If any such change causes either an increase or decrease in AEOTEC’s cost or the time required for performance of any part of the work under this Agreement (whether changed or not changed by any ECO) the prices and/or delivery schedules shall be adjusted in a manner which would adequately compensate AEOTEC for such change. AEOTEC reserves the right to charge an administrative fee for all ECN’s in an amount not to exceed $1,000 per ECN.
4. AEOTEC owes all rights, titles and interest in AEOTEC IP. BUYER will acquire no interest in any AEOTEC IP by virtue of the GTC, its activities under it, or any relationship with AEOTEC. BUYER is not permitted to register any properties including, but not limited to, websites, or company names that directly or indirectly make use of COMPANY IP. At AEOTEC’s request and at any time both during or subsequent to the GTC’s lifespan BUYER commits to releasing registered properties to AEOTEC free of charge and / or permitting procurement at no less favourable treatment than that provided to any other party. BUYER shall notify AEOTEC of any infringement of AEOTEC’s trademarks, trade names, and symbols as well as of any act of unfair competition or illegal trade practice in relation thereto that comes to its attention. BUYER is responsible to ensure that AEOTEC’s guidelines and/or style guide are adhered to by its resellers. BUYER further agrees not to attach any additional trademarks, trade names, logos or designations to any product making use of AEOTEC IP.
INSPECTION OF THE GOODS BEFORE SHIPMENT
If the parties have agreed that the BUYER is entitled to inspect the goods before shipment, AEOTEC will notify the BUYER within a reasonable time before the shipment that the goods are ready for inspection at the agreed place.
PRICE; PAYMENT CONDITIONS
1. The prices payable by the BUYER shall be those set forth in AEOTEC’s price list effective at the time the contract of sale is concluded, unless otherwise agreed in writing. Unless otherwise stated, prices are in U.S. Dollars. AEOTEC shall have the right to revise prices at any time and for any reason including, but not limited to, in the event of (a) any variation on the market prices of components, parts and raw material (collectively “Material”), including any such variations resulting from shortages, (b) changes to the specifications, (c) changes in the volumes upon which such prices were quoted or (d) changes in the exchange rate between the currency in which the pricing is calculated and the currency in which AEOTEC pays for its products and services. Prices do not include (x) export licensing of the product or payment of broker’s fees, duties, tariffs or other similar charges; (y) taxes or charges imposed by any taxing authority upon the manufacture, sale, shipment, storage, “value add” or use of the Product which AEOTEC is obligated to pay or collect (other than those based on net income of the AEOTEC); or (z) setup, tooling, or non-recurring engineering activities.
2. In acceptance of the stated and where legally permissible BUYER acknowledges that it is obligated to resell all AEOTEC products inline with AEOTEC’s minimum advertised price (MAP) policy. In situations where BUYER is reselling to other companies, BUYER acknowledges its responsibility to only sell to entities that will sell the products at or above AEOTEC’s MAP.
3. Payment terms are detailed on each individual quotation, sales order, and / or invoice provided by AEOTEC to BUYER. The amounts due shall be transferred, unless otherwise agreed in writing, by wire transfer to AEOTEC’s bank in AEOTEC’s country for the account of AEOTEC and the BUYER shall be deemed to have performed its payment obligations when the respective sums due have been received by AEOTEC’s bank in immediately available funds inclusive of all banking fees and charges. The BUYER shall bear all banking fees and charges involved.
4. If the parties have agreed on payment in advance whether by way of an established agreement or an ad-hoc and one-off written agreement, without further indication, it will be assumed that such advance payment, unless otherwise agreed in writing, refers to the full price, and that the advance payment must be received by AEOTEC’s bank in immediately available funds at least 30 days before the agreed date of shipment, by the date set forth in any quotation or invoice from AEOTEC or as otherwise agreed in writing. If the BUYER does not pay a sum of money when it falls due, AEOTEC is entitled to charge interest upon that sum from the time when payment falls due to the time when payment is made. Unless otherwise agreed by way of an executed agreement, the rate of interest shall be calculated as 9 percentage points per annum and compounded daily above the base interest rate set by the Hong Kong Monetary Authority. If advance payment has been agreed only for a part of the contract price, the payment conditions of the remaining amount will be determined according to the rules set forth elsewhere in the GTC.
5. The BUYER shall be entitled to offset only insofar as its counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The BUYER is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
6. AEOTEC shall be entitled at all times to set-off any amount owing from AEOTEC or its Affiliates to BUYER or its Affiliates against any amount payable to AEOTEC or its Affiliates from BUYER or its Affiliates, arising out of this or any other transaction. For purposes hereof, a party’s “Affiliate” shall mean any entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control by such party, including but not limited to a party’s subsidiaries.
DELIVERY, PASSING OF RISK
1. Specifications concerning delivery times are approximate, unless otherwise agreed in writing.
2. Delivery is conditioned upon timely and proper performance of all duties of the BUYER. AEOTEC expressly reserves defences based on non-performance of the contract of sale.
3. All product shipments shall be EXW (Incoterms 2010) AEOTEC’s premises in Shenzhen, China, unless otherwise agreed in writing. The BUYER shall select the mode of shipment and the carrier. In the absence of specific shipping instructions from the BUYER, AEOTEC will ship by the method it deems most advantageous. Transportation charges will be invoiced to the BUYER for prepayment or cash on delivery, unless otherwise agreed in writing.
4. AEOTEC is entitled to make partial deliveries and to invoice these separately.
5. Title and all risk of loss of or damage to the goods ordered by the BUYER shall pass to the BUYER when the goods are dispatched from AEOTEC’s premises.
6. Unless otherwise specified, the product will be shipped in standard commercial packaging. When special or export packaging is requested or in the reasonable opinion of AEOTEC required under the circumstances, any additional costs, if not set forth on the invoice will be separately invoiced.
7. Irrespective of the Incoterms-clause used, AEOTEC is not obliged to clear the goods for export. AEOTEC will however at the BUYER’s risk and expense apply for any necessary export licences and formalities as regards customs provided that the BUYER has provided AEOTEC with all necessary information.
8. In case of default in acceptance or other breach of duties to cooperate by the BUYER, AEOTEC is entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the BUYER at the time of such default or breach of duty to cooperate.
9. BUYER is the importer of record for all shipments and transactions with AEOTEC or AEOTEC serving as the manufacturer. BUYERS importing into the European Union (EU), the European Economic Community (EEC), and other regions must be aware of their region specific legal responsibilities, implied or otherwise, as importer. For the EU and EEC this includes, but is not limited to, the legal requirement set forth in 2016/C 272/01 to label all products as having been imported by BUYER with clearly stated BUYER contact information, and the need for BUYER to fulfil directive 2012/19/EU (WEEE) obligations. AEOTEC provides space on product user guides for this purpose.
1. AEOTEC will provide the BUYER only with such documents explicitly stated in the contract of sale.
2. AEOTEC will provide all end-user facing documentation in the English language including, but not limited to, user guides. Should the BUYER wish to sell goods into regions where non-English language materials are legally or otherwise required or custom, it remains the BUYER’s responsibility to do so.
RETENTION OF TITLE
1. Unless the parties have agreed on full payment in advance, AEOTEC retains title to the goods until receipt of payments in full, notwithstanding delivery and the passing of risk in the goods, pursuant to the following provisions.
2. The BUYER is entitled to sell purchased goods in the course of his ordinary business, as long as the BUYER is not in default of payment. For this case, the BUYER hereby assigns all claims arising out of such resale, whether the respective goods have been processed or not, to AEOTEC. Notwithstanding AEOTEC’s right to claim direct payment, the BUYER shall be entitled to receive the payment on the assigned claims. To this end, AEOTEC agrees to not demand payment on the assigned claims as long as the BUYER complies with all its obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stop of payments.
3. As long as the title is retained, the BUYER is not entitled to pledge the goods to third parties or transfer them by way of security. The BUYER must immediately inform AEOTEC in the event of any attachments, seizures or any other dispositions by third parties.
4. Insofar as the above securities exceed the secured claim by more than 10%, AEOTEC will, at the request of the BUYER, release a corresponding portion of the securities.
1. Upon sufficient notice the BUYER may make changes to the ordered goods, including changes in methods of packaging and shipment. All changes shall be requested pursuant to an engineering change notice (“ECN”) and, if accepted by the BUYER, finalised in an engineering change order (“ECO”). If any such change causes either an increase in AEOTEC’s cost or the time required for performance of any part of the work under these GTC (whether changed or not changed by any ECO) the prices and/or delivery schedules shall be adjusted in a manner which would adequately compensate AEOTEC for such change. AEOTEC reserves the right to charge an administrative fee in excess of any labour or parts fee for all ECNs in an amount not to exceed USD 1,000 per ECN.
2. No cancellations or reschedules are permitted within forty-five (45) days of the scheduled delivery date. BUYER may reschedule all or part of a scheduled delivery once for a period not to exceed forty-five (45) days in accordance with the following schedule: (i) upon notice given between 45-75 days prior to the scheduled delivery date, BUYER may reschedule up to fifteen percent (15%) of any scheduled delivery; (ii) upon notice given between 76-120 days prior to the scheduled delivery date, BUYER may reschedule up to thirty percent (30%) of any scheduled delivery; and (iii) upon notice given more than 120 days prior to the scheduled delivery date, BUYER may reschedule one hundred percent (100%) of any scheduled delivery. At the end of the forty-five day period described in the preceding sentence, BUYER shall either accept delivery of the rescheduled finished units or pay AEOTEC’s Cancellation Charges.
3. The BUYER may cancel the respective contract of sales only upon the payment of reasonable cancellation charges (the “Cancellation Charges”), which will include expenses already incurred for labour and material costs, overhead, and commitments made by AEOTEC.
DUTY OF EXAMINATION AND NOTIFICATION
1. The BUYER shall examine the goods for evident defects without undue delay after their arrival at the place of business of the BUYER or any other agreed place of examination and shall notify AEOTEC in writing of any detected lack of conformity, specifying the nature of the lack of conformity of the goods without undue delay from the date when the BUYER discovers or ought to have discovered the lack of conformity, however no later than within 7 working days of delivery. If a defect becomes apparent later, the BUYER shall notify AEOTEC immediately after discovery.
2. In the event of a breach of the examination and notification obligations agreed to in the GTC, the respective goods shall be deemed to be approved and any warranty claims shall be excluded.
NON-CONFORMITY OF THE GOODS, LIMITATION PERIOD
1. Goods will be deemed to conform to the contract despite minor discrepancies, which are usual in the particular trade or through course of dealing between the parties.
2. Where goods are non-conforming, AEOTEC shall at its option: (a) replace the goods with conforming goods, or (b) repair the goods.
3. The BUYER’s right of recourse against is limited to cases where the BUYER has not concluded agreements with its customers exceeding the scope of the statutory provisions on claims based on defects.
4. The BUYER’s claims in respect of the delivery of non-conforming goods and goods with a defect in title become time-barred 1 year after delivery of the goods.
RETURN OF GOODS
1. All returns shall be done in accordance with the following provisions, unless otherwise agreed in writing.
2. The BUYER is solely responsible for and shall handle the collection of any defect goods, their shipment, and the cost of shipment to AEOTEC’s facilities. AEOTEC shall not be required to accept returns directly from customers from the BUYER or end users, or otherwise provide warranty or other services to customers from the BUYER or end users.
3. Non-conforming goods or goods with a defect in title may only be returned to AEOTEC within the limitation period pursuant to other clauses of the GTC. The BUYER is responsible for excluding from shipment any goods outside of the limitation period. AEOTEC is not responsible for any goods returned beyond such period.
4. The BUYER can invoke the return process by notifying AEOTEC of the need to return goods. The BUYER shall include with the notification the following information for each respective item formatted into a spreadsheet: (a) AEOTEC item number and/or product code; (b) original invoice number as issued by AEOTEC; (c) original invoice date as issued by AEOTEC; (d) serial number of the respective items, (e) reason for return of each item including description of why the respective item is deemed faulty; (f) date at which the respective item has been delivered to a customer and/or end user.
5. Upon receipt of the necessary information specified under other clauses of the GTC, AEOTEC shall provide the BUYER with a corresponding return authorization number (“RMA”) and a shipping address. The BUYER shall ship the respective goods to the provided address and note the RMA on the outside of any packaging. The BUYER shall ensure that a shipping company that provides accurate tracking information performs the shipment. AEOTEC shall not be held responsible for any lost items or damaged shipments.
6. AEOTEC reserves the right to charge-back to the BUYER shipping charges incurred on those goods which were returned as defective and no fault was found. Incomplete returns will be accepted less the value of the missing components.
7. Any returned goods found to be without fault may be repackaged and returned to the BUYER for resale as refurbished at AEOTEC’s option and AEOTEC may charge the BUYER a 10% repackaging fee for any such instan1.ce.
COOPERATION BETWEEN THE PARTIES
1. The BUYER shall promptly inform AEOTEC of any claim made against the BUYER by its customers or third parties concerning the goods delivered or industrial or intellectual property rights related thereto.
2. AEOTEC will promptly inform the BUYER of any claim, which may involve the product liability of the BUYER.
LIMITED LIABILITY FOR DAMAGES
1. Claims for damages and reimbursement of expenses of the BUYER, regardless of the legal ground, shall be excluded.
2. The above limitation of liability in other clauses of the GTC shall not apply: (a) in the event of malicious conduct, intent or gross negligence; (b) in the event of culpable injury to life, limb or health; (c) in case of an infringement of material contractual duties by culpable conduct, i.e. such duties whose fulfilment is essential for enabling the due performance of the contract and on whose observation the BUYER habitually relies and may rely. However, in case of slight negligence, AEOTEC’s liability on the grounds of the infringement of essential contractual duties shall be limited to a reimbursement of the foreseeable, typical damages, unless AEOTEC’s acted with intent or gross negligence or is liable for injury to life, body or health.
3. In case AEOTEC’s liability is limited pursuant to other clauses of the GTC the limitation shall equally apply to the personal liability of employees, vicarious agents and legal representatives of AEOTEC.
4. Claims of the BUYER for damages – if not already excluded under other clauses of the GTC – shall become statute-barred after 12 months after the statutory commencement of the limitation period.
INDEMNIFICATION BUYER shall indemnify, defend, and hold AEOTEC and AEOTEC’s affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives harmless from all demands, claims, actions, causes of action, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused either by a defective product (including strict liability in tort) or by the negligent or willful acts or omissions of BUYER or its officers, employees, subcontractors or agents, and/or (ii) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with the products, except to the extent that such infringement exists as a result of AEOTEC’s manufacturing processes.
WARRANTY AEOTEC’s warranty period is for 12 months from date of manufacture. AEOTEC shall, at its option and at its expense, repair, replace or issue a credit for product found defective during the warranty period. In addition, AEOTEC will pass on to BUYER all manufacturers’ Material warranties to the extent that they are transferable, but will not independently warrant any Material. In this transfer, BUYER assumes all responsibility for providing timely technical support, returns, and warranty support to their own customers and / or subsequent customers and users. BUYER is to extend this responsibility to all products in this order and any other AEOTEC products BUYER offers. BUYER acknowledges that AEOTEC shall not extend any return or warranty support to BUYER’s customers and / or subsequent customers and users and that BUYER is solely responsible for this. All warranty returns shall be done in accordance with AEOTEC’s authorised returned material (ARM) policy, a copy of which is available at the previous link. Any repaired or replaced product shall be warranted as set forth in this section for a period equal to the greater of (i) the balance of the applicable warranty period relating to such product or (ii) thirty (30) days after it is received by BUYER. AEOTEC’s warranty does not include products that have defects or failures resulting from (a) BUYER’s or BUYER’s customers’ intended usage of products including, but not limited to, design functionality failures, specification inadequacies, failures relating to the functioning of products in the manner for the intended purpose or in the specific environment; (b) accident, disaster, neglect, abuse, misuse, improper handling, testing. A full statement of AEOTEC’s warranty as provided for AEOTEC branded goods is available here.
APPLICABLE LAW, PLACE OF JURISDICTION
1. All disputes arising out of or in connection with the contract of sale including these GTC shall be governed by the laws of Hong Kong.
2. Place of performance and exclusive place of jurisdiction shall be Hong Kong.