Terms and Conditions
Product terms and conditions
1. Application of these Terms
(a) PowerbyProxi, Inc., a Delaware corporation having its offices at 12612 Capella Trail Austin, TX 78732 (PowerbyProxi, we, us or our) provides a range of wireless power transfer and charging solutions to customers worldwide.
(b) By requesting or accepting the supply by us to you of any PowerbyProxi products or solutions (Products), you agree to be bound by these Product Terms and Conditions, as amended from time to time (Terms).
(c) We may amend these Terms from time to time without notice. Any amendment will be effective immediately upon being posted on the PowerbyProxi website at www.powerbyproxi.com (Website). Any order placed by you after any amendment becomes effective will constitute your agreement to be bound by these Terms, as amended.
(d) These Terms alone govern and are incorporated in every contract for the supply of Products or other course of dealings made or undertaken by us with you. They apply in place of and prevail over any terms or conditions, (whether or not in conflict or inconsistent with these Terms), contained or referred to in any order or other documentation submitted by you or in correspondence or elsewhere or implied by trade custom, practice or course of dealing unless specifically excluded or varied in writing by a director or other authorised representative of PowerbyProxi and any purported provisions to the contrary are excluded or extinguished and of no effect.
2. Purpose of Supply
(a) We may supply Products to you on the following basis, as agreed with you and recorded on the relevant quotation, invoice or other supply documentation:
(i) We may sell Products to you (Sale Products) for the purposes of your integration of those Products into your devices or equipment;
(ii) We may supply Products to you as samples (Sample Products) for the purposes of evaluating their potential integration into your devices or equipment; or
(iii) We may loan Products (Loan Products) to you for the purposes of evaluating their potential integration into your devices or equipment.
(b) Unless expressly otherwise agreed by us in writing, you may use Products supplied by us only for the relevant purpose set out at clause 2(a) of these Terms and Conditions for the Products supplied to you (Purpose).
(c) Sample Products and Loan Products are supplied only for your internal business use at the premises to which those Products are delivered. You may not sell, resell, rent, lease, loan, supply, distribute or redistribute any Sample Products or Loan Products, or any related documentation in any form, including by way of integration into devices or equipment sold by you.
(d) Loan Products:
(i) May be used for the Purpose only for a period of up to 6 months from the date of delivery of the Products to you (Loan Period); and
(ii) Remain the sole and exclusive property of PowerbyProxi at all times. Immediately following the expiry of the Loan Period or earlier if requested by us in writing, you will deliver up any Loan Products for collection by us or our agents or will arrange shipment of those Products to an address nominated by us using our nominated carrier and at our cost.
3. Intellectual Property Rights
(a) All patent rights, copyright, design, trade marks and all other intellectual property rights, including (without limitation) all rights in semiconductor or circuit board layout and embedded software (together Intellectual Property Rights) in the Products are and will continue to be the sole and exclusive property of PowerbyProxi Limited or its licensors.
(b) You are granted a non-exclusive non-transferable license to use the Products and embedded software only for the Purpose and, where applicable, during the Loan Period. No other rights are granted in or to the Intellectual Property Rights. PowerbyProxi reserves all rights to freely use, grant rights in, and enforce these Intellectual Property Rights.
(c) The following trademarks are trademarks of PowerbyProxi Limited:
(i) “PROXI”, “PROXI-POINT”, “PROXI-RING”, “PROXI-COM”
(ii) “POWER BY PROXI” and “POWERBYPROXI”
You are granted no rights to apply, display or otherwise use these trademarks unless separately and expressly agreed in writing by us.
(d) You will not, except to the extent expressly authorised by PowerbyProxi:
(i) Copy or reproduce the Products or any related documentation;
(ii) Modify, alter or adapt the Products; or
(iii) Reverse engineer, decompile, disassemble or otherwise attempt to derive any code, techniques, processes, algorithms, know-how or other information from the Products (Reverse Engineering) or permit or encourage a third party to do so. If however, directly applicable law prohibits enforcement of the foregoing, you may engage in Reverse Engineering solely to the limited extent permitted by directly applicable law to obtain information regarding interoperability or otherwise, but only to the extent strictly necessary to obtain such information and only if you have first requested such information from us and we have failed to make such information available (for a fee or otherwise) under reasonable terms and conditions. Any information supplied to or obtained by you under this clause is our confidential information and may only be used by you for the purpose described in this section, and may not be disclosed to any third party or used to create any products which is substantially similar to Products.
(e) We do not warrant that the Products or your use of them for any purpose (whether or not notified to us) will not infringe any third party rights. You are responsible for undertaking your own freedom to operate assessment regarding your proposed use of the Products in the jurisdiction in which you intend to use them.
4. Use of the Product
(a) Persons handling the Products must have electronics training and observe good engineering practice standards. The Products are intended to be used as subcomponents and are not intended to be complete in terms of required design, marketing, and/or manufacturing-related protective features and considerations for supply as a finished product to consumer or commercial end users, including product safety and environmental measures typically found in end products that incorporate such semiconductor components or circuit boards. Unless expressly stated in the relevant product datasheet or user manual, the Products may not meet the technical requirements of the European Union directives regarding electromagnetic compatibility, restricted substances (RoHS), recycling (WEEE), CE or UL or other related directives.
(b) The user shall be solely responsible and liable for the proper and safe handling and use of the Products.
(c) The Products are not designed, intended, or authorized for use as a component in systems intended for surgical implant into the body, or other applications intended to support or sustain life, or for any other application in which the failure of the Products could result in personal injury or death.
5. FCC Warning
The Products use and can radiate radio frequency energy and, unless expressly stated in the relevant product datasheet or user manual, may not comply with the limits of computing devices pursuant to part 15 of FCC rules, which are designed to provide reasonable protection against radio frequency interference. Operation of the Products outside or in other than its intended development environments may cause interference with radio communications, in which case the user at his/her own expense will be solely responsible for taking whatever measures may be required to correct this interference.
6. Safety Requirements
(a) Please read all datasheets and other documentation provided by us in connection with the Products (Documentation), including all warnings contained in the Documentation, prior to handling the Products. The Documentation contains important safety information about temperatures and voltages. For support or additional information relating to the Products, please contact us at email@example.com.
(b) The following general safety precautions must be observed during all phases of operation of the Products. Failure to comply with any of these precautions or with specific warnings or instructions elsewhere in the Documentation will constitute a violation of safety standards of design, manufacture, and intended use of the Products. PowerbyProxi shall have no liability for any failure to comply with these requirements or any consequences arising out of any such failure including, without limitation, any damage to property, injury or death.
(i) Usage: Do not use the Products in any manner not specified by PowerbyProxi. The protective features of the Products may be impaired if it is used in a manner not specified in the operation instructions.
(ii) Before applying power: Verify that all safety precautions are taken. Make all connections to Product before applying power. Note the Products’ external markings described under “Safety Symbols”.
(iii) Fuses: The Products contain internal fuses, which are not customer accessible.
(iv) Do not remove the Products’ cover: Only qualified, service-trained personnel who are aware of the hazards involved should remove covers. Always disconnect the power cable and any external circuits before removing the cover.
(v) Do not modify the Products: Do not install substitute parts or perform any unauthorized modification to the Products. Return the Products to a PowerbyProxi Sales and Service Office for service and repair to ensure that safety features are maintained.
(vi) In case of damage: If the Products appear damaged or defective they should be made inoperative and secured against unintended operation until they can be repaired by qualified PowerbyProxi service personnel.
(a) Orders may be made:
(i) Directly via the Website (Online Orders), subject to any restrictions specified on the Website, by completing and submitting an Online Order and paying the price for the Products; or
(ii) By completing and returning to us a purchase order setting out details of the model and quantity of Products ordered by you (Purchase Order).
(b) By submitting an Online Order form and making payment of the Price, or sending us a completed purchase order for an Offline Order (each an Order), you make an offer to us to receive Products that you have ordered on these Terms. We may or may not accept any Order at our discretion. If we accept your Order, we will notify you of our acceptance by email (Order Confirmation). An Order Confirmation will be effective on sending.
(c) If we cannot accept your Order we will contact you by telephone or email.
(d) Information contained on the Website constitutes an invitation to treat only and not an offer by us to supply any Products.
(e) Orders cannot be cancelled once they have been placed with us.
(a) The price payable for each Product will be the applicable price shown for that Product on the Website at the time of receipt of your Order or as otherwise agreed with you and recorded by us in an Order Confirmation (Prices). We reserve the right to change the Prices at any time. We will not be bound by any Price which is shown on the Website in error.
(b) Unless otherwise agreed, Prices are shown and payable in US dollars and exclude any applicable goods and services tax or other sales or use taxes.
(c) Payment of the Price for each Online Order is to be made in full in advance by credit card using the payment facility at the time of placing your Order. Unless otherwise agreed with you in writing prior to submission of your Order, for Offline Orders:
(i) 50% of the Price is payable as a non-refundable deposit within 48 hours after notification by us of our acceptance of the Purchase Order; and
(ii) The balance of the Price is payable not less than 48 hours prior to the delivery date for the Products as notified by us. Products will not be delivered until payment of the Price has been received in full.
(a) Delivery of Products will be FCA (Incoterms 2010) at our facility currently located at 111 Franklin Road, Freemans Bay, Auckland, New Zealand or as specified on the relevant quotation, invoice or other supply documentation. You may, at your election, either:
(i) Have the Products delivered using our nominated carrier. Subject to clause 9(b) below, the cost of delivery by our carrier is included in the Price; or
(ii) Arrange for delivery of the Products by a carrier of your choosing, in which case you will be responsible for the costs of carriage in addition to the Price.
(b) You are responsible for all customs duties, levies and taxes associated with your purchase and carriage of the Products.
(c) Title and risk of loss or damage to Products purchased by you will pass to you upon delivery. You are responsible for insuring the Products from the time of delivery, including during carriage.
(a) We warrant that the Sale Products will be free of defects in materials and workmanship for a period of 12 months from the date of purchase when used in accordance with the specifications outlined in the relevant Product datasheet. This warranty excludes damage resulting from abuse, accident, modifications, unauthorised repairs or other causes that are not defects in materials and workmanship. The warranty in this clause (a) is personal to you as the Purchaser of the Products and the benefit of the warranty is non-transferable, and is given subject to clause 4.
(b) No representations, terms, warranties, guarantees or conditions (whether implied or by statute, common law or custom of the trade or otherwise) are made or given in respect of any Loan Products or Sample Products, which are made available are made available on an as is basis.
(c) You acknowledge that you have made your own assessment as to the suitability of the Products for your needs and have not purchased the Products relying solely on our representations or conduct.
(d) Except as specifically set forth in this Agreement, all representations, terms, warranties, guarantees or conditions (whether implied or by statute, common law or custom of the trade or otherwise) in respect of any Products supplied or to be supplied under these Terms are expressly excluded to the maximum extent permitted by law. Without limiting the generality of the foregoing, all implied warranties, guarantees or conditions of merchantability, non-infringement, continuous operation and fitness for a particular purpose are expressly excluded.
11. Sales Product Returns
(a) Sale Products may only be returned if they are faulty and you have:
(i) Obtained an RMA number by contacting our technical support at firstname.lastname@example.org;
(ii) Returned (at your shipping cost) the failed Product to the address provided by our technical support; and
(iii) Provided us with proof of the original date of purchase and such information as you have regarding the issue you have experienced with the Product.
(b) Our responsibility for any faulty Sales Product that is returned to us in accordance with clause (a) above will be as set out at clause 12(a) below.
12. Limitations of Liability
(a) You acknowledge that the Sample Products and Loan Products are made available to you free of charge or for a nominal fee only for the Purpose. Accordingly, you agree that the Products are made available exclusively on an as is basis and that we will not have any liability to you for or arising out of your use of any Sample Products or Loan Products or any consequences of that use, including (without limitation) any loss of or damage to any property, data or equipment.
(b) To the maximum extent permitted by law, our liability in relation to the supply of any Sale Product is limited to any one or more of the following as we in our sole discretion consider appropriate:
(i) The replacement of the Product or the supply of equivalent Product;
(ii) The repair of the Product;
(iii) The payment of the cost of replacing the Product or acquiring equivalent Product;
(iv) The payment of the cost of having the Product repaired; or
(v) The refund of Price paid by you to us to purchase the Product.
(c) To the maximum extent permitted by law, in no event will our aggregate liability to you arising in relation to any Product supplied to you, any infringement of third party intellectual property rights, or from any breach of these Terms, tort (including negligence) or other action or contravention of any statute or otherwise, exceed the total amounts paid by you to us in respect of the relevant Product or Products.
(d) IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER BASED UPON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST GOODWILL OR LOST OPPORTUNITY) EVEN IF EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO ANY PARTY OTHER THAN YOU IN CONNECTION WITH THE PRODUCTS. You agree to indemnify, hold us harmless and defend us from and against all and any demands, claims, actions and proceedings made against us by any party other than you in connection with or arising out of your receipt or use of any Product and against all costs (including legal costs on a solicitor and client basis), damages and liabilities arising from them.
(e) For purposes of clarification, the limitations, exclusions and indemnification rights in favor of us shall also benefit our affiliates including, without limitation, PowerbyProxi Limited. Accordingly, for example, our aggregate liability together with any liability of our affiliates shall not exceed the amounts set forth in this clause 12, the limitations on liability shall be applicable to our affiliates, and the indemnification and defense rights shall include our affiliates.
(a) The United Nations Convention on Contracts for the International Sale of Goods will not apply to supply of Products by us under this Agreement.
(b) Nothing in these Terms is intended to or will have the effect of excluding, restricting or modifying any condition, warranty, right or liability implied into this contract by mandatory applicable law where to do so is illegal or would render any provision of these Terms void.
(c) If any provision of these Terms is held to be unenforceable under any law, that provision will be deemed modified to the extent necessary to comply with that law, or, if the modification would be impracticable, will be deemed deleted and none of the other rights or obligations in these Terms will be prejudiced or rendered unenforceable by reason of that provision.
(d) You will not transfer, assign, encumber, grant any security interest over, or deal in any manner with the benefit or burden of any contract incorporating or governed by these Terms without our prior written consent.
(e) No Party will be deemed to have waived any right under these Terms unless the waiver is in writing and signed by that party. Any waiver will not constitute a waiver of any subsequent or continuing breach.
(f) These Terms constitute the entire agreement between the Parties, and prevail over any earlier agreement relating to its subject matter. These Terms may not be amended except by a written instrument duly executed on behalf of both parties.
(g) These Terms are governed by, and construed in accordance with, the laws of the State of Delaware without reference to any conflicts of law provisions thereof. You agree to submit to the exclusive jurisdiction of the federal and state courts located in the City and County of San Francisco, California. If any Products are delivered to you in another jurisdiction, you are additionally responsible for compliance with all applicable local laws.