Hardware Terms and Conditions

Version 4: 9 March 2017

Where Telit has provided a quotation, Telit´s quotation together with these Terms is referred to as the Agreement

  1. APPLICABILITY. These general terms and conditions of sale (the “Terms” or the “Agreement”) shall govern the relationship between Telit and a customer (“Buyer”) purchasing products from Telit, unless and until Telit and Buyer both sign a formal written agreement for such products.   Any terms deviating from these Terms shall be null and void unless Telit has explicitly agreed to such deviating terms in writing.  “Telit” means any of the following entities: Telit Communications PLC (“Telit PLC”), Telit Wireless Solutions, Inc. (“Telit Inc.”), Telit Communications SpA (“Telit Italy”), Telit Wireless Services Ltd (“Telit Israel”), Telit Wireless Solutions (PTY) Ltd. (“Telit RSA”), Telit Wireless Solutions Hong Kong Ltd. (“Telit HK”), Telit Wireless Solutions Co., Ltd (“Telit Korea”), Telit Wireless Solutions Tecnologia e Serviços Ltda. (“Telit Brazil”), Telit Communications Cyprus Ltd. (“Telit Cyprus”), Telit IoT Platforms, LLC (“Telit IoT Platforms”), Telit Wireless Solutions GmbH (“Telit Germany”), Telit Automotive Solutions NV (“Telit Belgium”), Shanghai Stollmann Communication Technology

Co., Ltd (“Shanghai Stollmann”), GainSpan Corporation (“GainSpan”) and any of their applicable corporate group affiliates.    

RESPONSIBILITY OF TELIT AND BUYER’S SOLE REMEDY UNDER THIS WARRANTY SHALL BE, AT TELIT’S SOLE OPTION, TO REPAIR OR REPLACE THE PRODUCT (OR IF REPAIR OR REPLACEMENT IS NOT REASONABLY POSSIBLE, OBTAIN A REFUND OF THE PURCHASE PRICE). TELIT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTY SHALL NOT APPLY TO ANY UNTESTED, PARTIALLY TESTED, UNFINISHED OR INCOMPLETE PRODUCTS OR TO ANY PRODUCT SAMPLES, DEMO UNITS OR

PROTOTYPES. ALL SUCH PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY

OF ANY KIND.   Telit’s warranty shall be null and void if the Buyer modifies or allows a third party to modify the products, unless the Buyer can prove that the defect in question has not been caused by the modifications effected by him or a third party. The same shall be true in the event that the Buyer uses the products under circumstances other than those explicitly approved for use.   The warranty will also be null and void if full payment has not been made to Telit. The  limitations of liability set out in Section 14 of these Terms below  shall be unaffected by this Section 13.

  1. LIMITATION OF LIABILITY AND CLAIMS. TELIT’S AGGREGATE LIABILITY IN DAMAGES OR OTHERWISE SHALL IN NO EVENT EXCEED THE LESSER OF:  (I) THE AMOUNT, IF ANY, RECEIVED BY TELIT HEREUNDER FOR THE PRODUCTS GIVING RISE TO SUCH

CLAIM; OR (II) US$ 5,000,000 (FIVE MILLION UNITED STATES DOLLARS). IN NO EVENT SHALL TELIT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL LOSS OR DAMAGES OF ANY KIND, HOWEVER CAUSED (INCLUDING BUT NOT LIMITED TO LOSS OR INTERRUPTION OF USE, DATA, REVENUES OR PROFITS RESULTING FROM A BREACH OF THIS AGREEMENT OR BASED ON ANY OTHER LEGAL THEORY, EVEN IF TELIT HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.  NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR PRODUCTS OR SERVICES FURNISHED BY TELIT, MAY BE BROUGHT BY BUYER MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUED.

  1. INDEMNIFICATION. Buyer agrees to defend, hold harmless, and indemnify Telit and its directors, officers, employees, agents and affiliates from and against any and all damages, liability, costs and expenses (including but not limited to reasonable attorneys’ fees) arising out of any (a) breach of this Agreement by Buyer; (b) claim for negligence, misrepresentation, false statement, intentional misconduct, or other act or omission by Buyer, its customers, OEM’s, distributors, distributors, employees, agents or other representatives in connection with the sale of the products; (c) personal injury, death or property damage caused by Buyer products in which Telit products are included, or any employees, agents or other representatives of Buyer; and (d) any claim that the integrated or combination of the products by Buyer with any other product(s), infringe any intellectual property rights of a third party or fail to conform to any safety or other government laws or regulations.  Telit shall promptly provide Buyer with notice of any indemnified claim and cooperate with Buyer, at its expense, in the defense or settlement of any such claim.
  2. RESTRICTED USES. THE PRODUCTS ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE, AND SHOULD NOT BE USED OR SOLD OR RESOLD FOR USE, IN ANY APPLICATIONS REQUIRING FAIL-SAFE PERFORMANCE OF THE PRODUCTS AND/OR IN WHICH A MALFUNCTION OR A FAILURE OF THE PRODUCTS COULD LEAD TO PERSONAL INJURY OR DEATH, OR SERIOUS PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING BUT NOT LIMITED TO APPLICATIONS SUCH AS (A) LIFE SUPPORT MACHINES OR OTHER LIFE PRESERVING MEDICAL DEVICES OR SYSTEMS; (B) AIR TRAFFIC CONTROL OR AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS; (C) CONTROL EQUIPMENT FOR NUCLEAR FACILITIES; OR (D) MISSILE, NUCLEAR, BIOLOGICAL, OR CHEMICAL WEAPONS, OR OTHER MILITARY APPLICATIONS (COLLECTIVELY, “RESTRICTED USES”).  ALL RESTRICTED USES OF THE PRODUCTS ARE STRICTLY PROHIBITED AND SHALL AUTOMATICALLY VOID ANY WARRANTIES OR INDEMNITIES PROVIDED BY TELIT, AND RELEASE TELIT FROM ANY OBLIGATION TO PROVIDE ANY TRAINING OR SUPPORT, WITH RESPECT TO SUCH PRODUCTS (BUT FOR THE AVOIDANCE OF DOUBT, ANY PROVISION OF TRAINING OR SUPPORT BY TELIT NOTWITHSTANDING THIS PROVISION, WILL NOT PLACE ANY OBLIGATION ON TELIT AND NOR SHALL TELIT BE DEEMD TO HAVE ACCEPTED OR AQUIESCED TO SUCH RESTRICTED USE, WHETHER UNDER THIS AGREEMENT OR OTHERWISE).  WITHOUT LIMITING THE FOREGOING, BUYER SHALL NOT INTEGRATE OR OTHERWISE USE PRODUCTS WITH PRODUCTS  FOR SALE OR PROVISION TO CUSTOMERS FOR ANY RESTRICTED USE.
  3. ENTIRE AGREEMENT. These Terms constitute the entire agreement of the parties and supersede all prior negotiations, proposals, agreements and understandings, whether oral or written, relating to the products to be purchased hereunder or otherwise relating to the subject matter of this Agreement. Any representation, warranty, course of dealing or trade usage not expressly contained or referenced herein shall not be binding on Telit.
  4. ASSIGNMENT. Buyer shall not assign or transfer any rights or claim under this Agreement without the prior written consent of Telit, and any purported assignment made without such consent shall be void. In case of authorized assignment, the Buyer will remain jointly and severally liable together with the assignee for the performance of all the obligations mentioned hereunder.   Telit may assign this agreement and any of its rights and obligations hereunder to any affiliate thereof, or to any purchaser of all or substantially all of its assets relating to this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties.
  5. EXPORT CONTROL. Products delivered under this Agreement may be the subject to import and export regulations of the United States and other countries. Buyer agrees to comply strictly with these applicable laws and regulations and to obtain and maintain any export and import license(s) required for the delivery of products to Buyer under this Agreement.
  6. PRODUCT SAFETY. Buyer shall comply fully with all industry safety standards and all safetyrelated laws, rules and regulations applicable to the manufacture, distribution or sale of items incorporating the products supplied by Telit.  Buyer shall defend and hold Telit harmless against any expense, loss, costs or damages relating to any claimed failure by Buyer to comply with such industry standards, laws, rules or regulations or from any bodily injury, illness or property damage resulting from products manufactured by Buyerwhich incorporate the products supplied by Telit.
  7. GENERAL. No change or supplement to this Agreement shall be binding on Telit unless agreed to in writing by Telit’s authorized representative. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision herein. Failure or delay on the part of either party to exercise any right, power, privilege or remedy herein shall not constitute a waiver thereof. The section headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation of these Terms.
  8. GOVERNING LAW. In the event of a dispute between Buyer and Telit arising out of, or relating to, these Terms, their interpretation or performance hereunder, the parties shall exert their best efforts to resolve the dispute amicably through negotiations. The validity, construction, and interpretation of this Agreement and all purchase orders issued hereunder shall be solely and exclusively governed by and construed in accordance with the applicable law determined as follows:  (i) for sales made by Telit Plc and Telit Italy, the laws of England and Wales shall apply; (ii) for sales made by Telit Inc., Telit IoT Platforms, Gainpan and Telit Brazil, the laws of the State of New York, USA shall apply; (iii)   for sales made by Telit Israel, the laws of the State of Israel shall apply; (iv) for sales made by Telit Korea, the laws of the Republic of Korea shall apply; (v) for sales made by Telit HK, the laws of Hong Kong shall apply; (vi) for sales made by Telit RSA, the laws of the Republic of South Africa shall apply, (vii) for sales made by Telit Cyprus,  the laws of the Republic of Cyprus shall apply, (viii) for sales made by Telit Germany, the laws of the Federal Republic of Germany shall apply and (ix) for sales made by Telit Belgium,  the laws of the Kingdom of Belgium shall apply, in all cases, excluding any otherwise applicable rules of conflict of laws. The parties expressly agree to exclude application of the United Nations Convention in Contracts for the International Sale of Goods.
  9. CHOICE OF FORUM. The choice of forum for disputes arising under or relating to these Terms shall be determined as follows: (i) for sales made by Telit Plc and Telit Italy, the courts located in London, England shall have sole and exclusive jurisdiction; (ii) for sales made by Telit Inc., Telit IoT Platforms, GainSpan and Telit Brazil, the federal courts located in New York County, New York shall have sole and exclusive jurisdiction; (iii) for sales made by Telit Israel, the courts located in Tel Aviv, Israel shall have sole and exclusive jurisdiction; (iv) for sales made by Telit Korea, the courts located in Seoul, Korea shall have sole and exclusive jurisdiction; (v) for sales made by Telit HK, the courts located in Hong Kong shall have sole and exclusive jurisdiction; (vi) for sales made by Telit RSA, the courts located in Johannesburg, South Africa shall have sole and exclusive jurisdiction, (vii) for sales made by Telit Cyprus,  the courts located in the Republic of Cyprus shall have sole and exclusive jurisdiction, (viii) for sales made by Telit Germany, the courts located in Hamburg, Germany shall have sole and exclusive jurisdiction, and (ix) for sales made by Telit Belgium, the courts located in Brussels, Belgium shall have sole and exclusive jurisdiction. For implementation of this Agreement and all its consequences, each party waives such of its rights and privileges under any other law or legal system, such as the law of the place of performance, as is necessary to give effect to the term and conditions hereof.  Each party hereby expressly consents to personal jurisdiction in applicable forum set forth above and expressly waives any right to object to such personal jurisdiction, or the convenience of such forum.