Conditions of Order
All orders placed with Hiseka, including those for market Products and through any webstore that may be branded using the names of other entities and embedded in the websites of those other entities, are subject to the terms of these "Conditions of Order". Any purported change submitted by a purchaser in any additional documentation is hereby expressly rejected. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of these Conditions of Order will prevail and such terms will be the sole terms governing the order.
1. Order Validation and Acceptance. When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. You agree that your order is an offer to buy, under these Conditions of Order, the Products listed in your order. Hiseka, at its discretion, may choose to accept your order by processing your payment and shipping the Product, or may, for any reason, decline to accept your order or any part of your order in Hiseka's sole discretion. If we decline to accept your order, we will attempt to notify you using the email address or other contact information you have provided with your order. Delivery and/or shipment dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates. For the sake of clarity “Products” includes products and services offered through Hiseka’s marketplace program.
2. Quantity Limitations. Hiseka may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Hiseka may reject any order, or any part of an order.
3. Electronic Communication. When you place an order via the Site, you are required to provide a valid email address, which we may use to communicate with you regarding the status of your order, advise you regarding shipment of backordered products, and to provide you with any other notices, disclosures or other communications relating to your order. You agree that Hiseka will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide and maintain a valid email address or as a result of any failure of your email system, spam filters, or other impediments to your receipt of our communications.
4. Currency Information. This Web site is designed exclusively for the People's Republic of China (PRC) and purchases in the U.S. dollar (USD). For orders to destinations other than the PRC or in currencies other than USD, please use Hiseka's U.S. currency Web site, www.Hiseka.com, or appropriate country/region specific Web site. When placing an order in U.S. currency (dollars), the customer is responsible for all shipping costs and applicable duties, tariffs, brokerage fees, and value-added taxes.
5. Pricing and Product Information. Hiseka makes reasonable efforts to provide current and accurate information relating to the Products and prices, but does not guarantee the currency or accuracy of any such information it provides. Further, Hiseka relies on the original manufacturer or reseller authorized by the manufacturer to provide any product warnings related to use of the products and/or chemicals that may be in the products, including, but not limited to safe harbor warnings under California’s Safe Drinking Water and Toxic Enforcement Act (commonly known as Proposition 65). Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to Hiseka's acceptance of your order. In the event Hiseka discovers a material error in the description or availability of a Product that affects your outstanding order with Hiseka, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. If you choose to cancel the order, and your credit card has already been charged for a purchase, Hiseka will issue a credit to your credit card in the amount of the charge. Pricing on this Web site is in USD. Hiseka is not responsible for pricing, typographical, or other errors in any offer by Hiseka and Hiseka reserves the right to cancel any orders arising from such errors.
6. Payment. Hiseka offers the following payment methods for USD currency customers in the PRC: MasterCard, VISA, American Express, PayPal, and prepaid by wire transfer as well as open account credit to qualified institutions and businesses. Payment must be made in the currency in which the order was placed.
Account Application. To obtain an account application for open account credit, submit an account application. Please allow sufficient time for the account application process. To avoid delay on your initial order, you may elect an alternative payment method.
7. Shipping Charges.
Products Shipping from Hiseka’s Warehouse. Click here to see if your purchase will qualify for free shipping. To the extent your purchase does not qualify for free shipping, shipping charges are prepaid and added to the invoice (CPT as defined by INCOTERMS 2020). Availability of ship methods is dependent on the destination country. Shipments of excessive weight or size may require additional charges. Hiseka will notify you prior to shipment if these conditions exist.
Products Shipping Directly from Suppliers. Except as otherwise provided on the Site, (1) the shipping costs will be paid by the customer (CPT as defined by INCOTERMS 2020), (2) shipping or freight charges from supplier’s warehouse are prepaid and added to the invoice, (3) all applicable import licenses, duties, tariffs, taxes, and brokerage fees are your responsibility.
8. Handling Charge. There is no minimum order or handling fee.
9. Taxes.
Prices shown do not include any federal, state or local taxes, or any other taxes imposed by any government authority, including, without limitation, sales, use, excise, VAT or similar taxes. Any applicable VAT, duties, taxes and brokerage fees will be due at time of delivery.
10. Late Payments. You shall pay Hiseka all costs incurred by Hiseka in collecting any past due amount from you, including all court costs, collection costs, and attorney's fees.
11. Out of Stock. If a Product you order is out of stock at time of order placement, you may elect to have it shipped on a subsequent shipment date. Except as otherwise provided on the Site, additional shipping charges will apply to each shipment. Backorders will be held based on your request. The provisions of this Section 11 do not apply to Products that are designated as Chip Outpost Products (see Sections 15 and 17 below regarding Chip Outpost Products).
12. Export Compliance. In addition to the United States and its territories, Hiseka accepts international orders. Some Products may not be available for shipment outside the CHINA or United States. All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of the United States. You agree to comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign jurisdictions, agencies or authorities, including, without limitation, the Export Administration Regulations administered by the Bureau of Industry and Security, the U.S. Department of Commerce, the Foreign Trade Regulations administered by the Census Bureau, the U.S. Department of Treasury, and the sanctions and regulations administered by the Office of Foreign Assets Control. You shall not, directly or indirectly, sell, export, transfer, transship, assign, use, or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the United States or applicable foreign jurisdictions, agencies or authorities. You are responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products, including, without limitation, any required license or applicable license exception necessary to, directly or indirectly, export, re-export, import, or cause to be exported, re-exported, or imported, Products to any country, individual, corporation, organization, or entity to which such export, re-export, or import is restricted or prohibited under applicable U.S. export control or sanctions laws and regulations (including, but not limited to, any of the foregoing under sanctions or embargoes administered by the United Nations, the U.S. Department of State, the U.S. Department of Treasury, the U.S. Department of Commerce, the European Union, or any other applicable government authority). These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations.
13. Freight Damage. If you receive merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and parts intact. Please contact a Hiseka Customer Service representative for assistance.
14. Return Policy. In most cases, Hiseka will accept merchandise returns subject to the terms outlined in this Section 14 and will replace the Product or refund your money at your option. Merchandise and Products purchased from third parties and not from Hiseka directly are not eligible for return, refund, or exchange.
To facilitate processing of returned merchandise:
Please obtain a Returned Merchandise Authorization (“RMA”) number prior to returning any Product(s) here.
For all returns not relating to manufacturers’ warranties, returns must be made within sixty (60) days of date of invoice, be accompanied by the original invoice number, include a brief explanation of the reason for the return, and be in the original packaging and in resalable condition.
Certain products shipped directly from suppliers must be returned to the supplier after obtaining the RMA number from Hiseka. Return Material Authorization form
Upon obtaining an RMA number you will be instructed where to return the Product.
All electrostatic discharge (“ESD”) sensitive devices returned to Hiseka may undergo incoming inspection, utilizing Hiseka's ESD work instructions and the most recent version of the ANSI/ESD S20.20 standard published by the American National Standard Institute and EOS/ESD Association, Inc. An ESD product that has not been handled properly according to the standard will not be eligible for credit or refund.
Return freight charges must be prepaid or deducted from the invoice credit, as outlined in the RMA online process.
Products returned solely due to customer error may be subject to a restocking charge.
To the extent that Hiseka purchases a Product from a manufacturer specifically for you, such Products may be Non-Cancellable/Non-Returnable.
Parts specified as "Non-Cancellable/Non-Returnable" at time of quote or sale are not returnable, including Products designated as Chip Outpost Products, except for the Chip Outpost Limited Warranty (see Section 17 below).
Returns relating to manufacturers' warranties are subject to the terms and conditions of the applicable manufacturer's warranty and the applicable manufacturer's return policies for the Product (e.g., some Products may require return directly to the manufacturer). Please contact a Customer Service representative for details.
By returning any Product to Hiseka or supplier (as applicable), you represent and warrant that the returned Product was purchased through a Hiseka site, is not counterfeit or otherwise non-conforming. You acknowledge that counterfeit Products are not eligible for return, refund, or exchange, and that Hiseka does not accept any counterfeit Products. You also agree that Hiseka or supplier (as applicable) may test any returned Product to determine whether such Product is counterfeit, non-conforming, or otherwise violates these Conditions of Order. In the event Hiseka or supplier suspects or determines, in its sole discretion, that any returned Product, including, without limitation, any electronic components, assemblies, supplies, and equipment contained therein, is counterfeit, non-conforming, or otherwise violates these Conditions of Order, Hiseka or supplier may: (i) report such problem to any applicable governmental or regulatory agency or any other applicable third party; (ii) quarantine such Product for further testing or other analysis without providing any replacement Product or refund until such time as a determination about the Product’s conformance to these Conditions of Order can be made; (iii) if such Product is determined to be counterfeit, quarantine such Product for a period of five (5) years, or longer if required by applicable law, and after the applicable quarantine period, irreversibly alter such Product so as to render the Product, including the internal elements physically unusable; and (iv) take such other actions as may be required or permitted under applicable law and Hiseka’s counterfeit avoidance policy. In the event you send Hiseka any counterfeit Product, you will be liable for all costs, expenses, and damages related thereto, and you agree to indemnify Hiseka against any claims and damages, including attorneys’ fees and costs, related to such counterfeit Product(s).
15. Chip Outpost. Chip Outpost Products are excess inventory products. Chip Outpost Products include, without limitation, excess electronic components that are provided directly from the Product supplier or as part of a supplier-authorized channel return from a franchised distributor. Hiseka believes that Chip Outpost Products are high-quality; however, these products may include certain imperfections, including, but not limited to, aged date codes, or may have been discontinued and/or obsoleted by the manufacturer. Chip Outpost Products quantities are limited and are not available for backorders. MANUFACTURERS' WARRANTIES DO NOT APPLY TO CHIP OUTPOST PRODUCTS. ALL SALES OF CHIP OUTPOST PRODUCTS ARE FINAL. If you purchase a Product designated as a Chip Outpost Product, you understand that the Product is obtained by Hiseka on a Non-Cancellable/Non-Returnable basis; therefore, your purchase of a Product designated as a Chip Outpost Product is Non-Cancellable/Non-Returnable, except for the Chip Outpost Limited Warranty (see Section 17 below).
16. Purchaser’s Representations as to Merchantability and Suitability of Product for Any Use. Hiseka distributes Products manufactured by third-party manufacturers. Without limitation, Hiseka does not test the Products for conformance with any manufacturer specifications, and does not make any representation as to the merchantability and suitability of the Products for any use, whether or not such use is known to Hiseka. Purchaser represents and warrants to Hiseka that Purchaser is solely responsible for determining whether the Products are merchantable and suitable for the use(s) Purchaser intends. Without limitation, and only by way of example, Purchaser represents and warrants that it will determine the merchantability and suitability of the Product for use in any device or in any application, including, but not limited to, devices or applications involving life safety, life support, life sustaining, surgical, human implant, nuclear, aircraft applications, or for any other application in which the failure of a single component could create a situation in which property damage, personal injury, or death may occur. In addition, you acknowledge that Hiseka is not on the Qualified Manufacturers List ("QML"), and does not sell Qualified Product List ("QPL") components for military applications. Any references to QPL or military specifications are for reference only, and any sales of such products by Hiseka are for non-military use only. You agree that all such purchases are for commercial or other applications that do not require QPL components. WITHOUT LIMITING YOUR INDEMNIFICATION OBLIGATION UNDER SECTION 17, YOU AGREE TO INDEMNIFY AND DEFEND Hiseka AND THE MANUFACTURER OF THE PRODUCTS AGAINST ALL DAMAGES, COSTS, AND EXPENSES THAT MAY BE INCURRED, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND COSTS RELATING TO ANY LAWSUIT OR THREATENED LAWSUIT ARISING OUT OF THE USE OF PRODUCTS IN UNAUTHORIZED APPLICATIONS.
17. Product Warranty; Disclaimer; Limitation of Liability.
a. General Product Limited Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 17 ALL PRODUCTS ARE SOLD ON AN "AS-IS," "WHERE IS," AND "AS-AVAILABLE" BASIS. Hiseka agrees to transfer to you, at the time of sale, to the extent transferable, the warranties Hiseka receives from manufacturers with respect to the Products sold by Hiseka to you. COPIES OF SUCH MANUFACTURERS' WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING Hiseka. MANUFACTURERS' WARRANTIES DO NOT APPLY TO CHIP OUTPOST PRODUCTS AND INSTEAD PRODUCTS PURCHASED THROUGH CHIP OUTPOST ARE SUBJECT TO THE SEPARATE CHIP OUTPOST LIMITED WARRANTY SET FORTH IN THIS SECTION 17. ON CERTAIN SPECIALLY ADVERTISED INVENTORY ITEMS, THERE ARE NO MANUFACTURER WARRANTIES OF ANY TYPE, AND SUCH PRODUCTS ARE SOLD ONLY IN LIMITED QUANTITY AND NO BACKORDERS OR RETURNS OF SUCH PRODUCTS ARE AVAILABLE.
b. Chip Outpost Limited Warranty. This limited warranty applies only to Products designated by Hiseka, on the Site or otherwise, as Chip Outpost products (the "Chip Outpost Products"). If you elect to purchase any Chip Outpost Product, Hiseka warrants solely to the original purchaser of the Chip Outpost Product from Hiseka, that the Chip Outpost Product will be free from defects in materials and workmanship for three (3) years from the original invoice date of such Chip Outpost Product (the "Chip Outpost Limited Warranty Period"). The limited warranty does not apply to any product (i) that has been subject to abuse, misuse (including, without limitation, static discharge), neglect, accident or modification, (ii) is otherwise not capable of being tested, (iii) has been installed in an unsuitable installation environment for the product, (iv) has been used for purposes other than for which it was designed, or (v) has been damaged by fire, flood, wind, lightening or similar causes.
Exercising this Limited Warranty. As your exclusive remedy for any breach of this limited warranty, Hiseka shall promptly, at Hiseka's option, (i) replace any Chip Outpost Product that does not conform to this limited warranty or (ii) refund to you the purchase price of the defective Chip Outpost Product; provided, however, that these remedies are conditioned on your returning the Chip Outpost Product during the Chip Outpost Limited Warranty Period, or within ten (10) days thereafter, along with a written description of the claimed defect(s), in accordance with Hiseka's Return Policy (see Section 14 above).
Third Party Testing. Hiseka reserves the right to have an independent third party examine and test any Chip Outpost Product that is allegedly defective to determine whether such product is, in fact, defective. The conclusion of such independent third party shall be conclusive, final and binding on you and Hiseka.
c. Disclaimer of all other Warranties. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 17, (i) Hiseka MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, AND (ii) Hiseka EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS. The Products may be subject to patent, trademark, copyright, design and other rights of third parties. Hiseka shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. If an order includes software or other intellectual property, such software or other intellectual property is provided by Hiseka to you subject to any and all applicable intellectual property rights of third-parties and user licenses. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Without in any way limiting the generality of the foregoing:
Applications Engineering. Hiseka offers its applications engineering solely as a convenience to Hiseka customers. Hiseka applications engineering personnel strive to provide useful information regarding Products. Hiseka does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Hiseka shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Hiseka applications engineering personnel, or other Hiseka personnel, and any reliance on such information or recommendation is at your sole risk and discretion. Without limiting the generality of the foregoing, any recommended substitutes or cross-references with respect to parts are simply recommendations, and Hiseka does not guarantee that such information or recommendations are accurate, complete or correct.
Electronic Assemblies. Hiseka may offer for sale assemblies made from a combination of Products, which may or may not be included in an enclosure ("Electronic Assemblies"), and such Electronic Assemblies shall be Products under these Website Terms of Use and Conditions of Order. Hiseka agrees to transfer to you, at the time of sale, to the extent transferable, the warranties Hiseka receives from manufacturers with respect to the Products that make up the Electronic Assemblies. Hiseka warrants for a period of ninety (90) days following the delivery of Electronic Assemblies by Hiseka that Hiseka’s assembly services regarding Electronic Assemblies ("Assembly Services") will be free from material defects in workmanship. Hiseka’s warranty is limited to the Assembly Services and does not apply (i) to any of the Products that make up the Electronic Assemblies; or (ii) to any sales kits or other packaging of Products by Hiseka where no assembly is required. This warranty applies to the original purchaser only, and for a ninety-day period from the date of delivery, and only to Electronic Assemblies subject to normal use and service. This warranty does not cover damage resulting from shipping, negligence, accidental misuse or abuse and improper operation, maintenance, service or storage. Hiseka MAKES NO OTHER WARRANTY, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ELECTRONIC ASSEMBLIES, THE ASSEMBLY SERVICES, AND THE PRODUCTS THAT COMPRISE THE ELECTRONIC ASSEMBLIES. CUSTOMER ACKNOWLEDGES AND AGREES THAT CREATING ELECTRONIC ASSEMBLIES COULD VOID OR INVALIDATE ANY WARRANTY PROVIDED BY THE COMPONENT MANUFACTURER. CUSTOMER ACCEPTS THE RESPONSIBILITY FOR REVIEWING COMPONENT MANUFACTURER WARRANTIES AND DETERMINING THE EXTENT TO WHICH THEY MAY APPLY OR BE VOIDED BY THE COMBINATION OF PRODUCTS TO CREATE ELECTRONIC ASSEMBLIES.
Customized Products. Hiseka also may, at the request of a customer, assemble, augment, and/or program Products in accordance with specifications provided by a customer ("Value-Added Services"), and any such Products assembled, augmented, or programed by Hiseka (each a "Customized Product") also shall be Products under these Website Terms of Use and Conditions of Order. The customer has the sole responsibility to determine whether the Customized Product is a product that is suitable for the use or uses the customer intends and customer is responsible for all quality and tolerance testing. The customer also represents and warrants that all information contained in any specification customer provides to Hiseka is complete and accurate and any Customized Product prepared in accordance with the customer’s specifications will not infringe or misappropriate the right of any third party, including, without limitation, any intellectual property right. A Customized Product is Non-Cancellable/Non-Returnable. Hiseka warrants that Value-Added Services will conform to customer’s written specifications accepted by Hiseka for ninety (90) days after delivery of Customized Products by Hiseka. Hiseka does not warrant the Products themselves or the Customized Product, except with respect to the Value-Added Services as provided for herein. This warranty applies to the original purchaser only, for a ninety-day period from the date of delivery, and only to Customized Products subject to normal use and service. This warranty does not cover damage resulting from shipping, negligence, accidental misuse or abuse and improper operation, maintenance, service or storage. WITHOUT LIMITING ANY OTHER TERM OR PROVISION OF THESE CONDITIONS OF ORDER, HISEKA EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT THE CUSTOMIZED PRODUCT IS SUITABLE FOR USE IN ANY MEDICAL DEVICE OR IN ANY APPLICATION INCLUDING, BUT NOT LIMITED TO, LIFE SAFETY, LIFE SUPPORT, LIFE SUSTAINING, SURGICAL, HUMAN IMPLANT, NUCLEAR, OR AIRCRAFT APPLICATIONS OR FOR ANY USE OR APPLICATION IN WHICH THE FAILURE OF A SINGLE COMPONENT COULD CREATE A SITUATION IN WHICH PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH IS LIKELY TO OCCUR. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE VALUE-ADDED SERVICES AND CREATION OF CUSTOMIZED PRODUCTS COULD VOID OR INVALIDATE ANY MANUFACTURER WARRANTY.
No Other Warranties. Except for a duly-authorized officer of Hiseka making an additional warranty in writing, no employee or agent of Hiseka or any other party is authorized to make any warranty in addition to those made in this Section 17.
d. Limitation of Liability. IN NO EVENT SHALL HISEKA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY PRODUCT, EVEN IF HISEKA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF HISEKA RELATING IN ANY WAY TO ANY PRODUCT, ASSEMBLY SERVICE, OR VALUE-ADDED SERVICE EXCEED THE PURCHASE PRICE FOR THE PRODUCT (AND WITH RESPECT TO ASSEMBLY SERVICES AND VALUE-ADDED SERVICES, THE PRODUCT TO WHICH SUCH SERVICE RELATES), REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR THE PRODUCTS ARE BASED IN PART ON THESE LIMITATIONS, AND YOU FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Some countries may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you, but in any event shall apply to the maximum extent allowed by law.
18. Indemnification. You understand and agree that you are personally responsible for your use or inability to use the Products. You agree to indemnify, defend, and hold harmless Hiseka and Hiseka's joint venturers, business partners, licensors, affiliates, suppliers, employees, officers, directors, owners, representatives and agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, special, consequential, punitive, exemplary, and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Products, or any violation by you of these Conditions of Order.
19. Force Majeure. Hiseka will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, pandemics, quarantine restrictions, riots or war. Hiseka's time for delivery or performance will be extended by the period of such delay or Hiseka may, at its option, cancel any order or remaining part thereof, without liability, by giving notice to you.
20. Applicable Law; Dispute Resolution; Limitation on Actions. The laws of the State of Minnesota in the United States shall apply to these Conditions of Order, without regard to any conflict of law provisions (whether the State of Minnesota or any other jurisdiction that would cause the application of laws other than those of the State of Minnesota). The 1980 United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods, and the Uniform Computer Information Transactions Act, and any implementations thereof in various jurisdictions and any subsequent revisions thereto, shall not apply to these Conditions of Order. Any controversy or claim arising out of or relating to the Conditions of Order or your purchase or use of Products (a "Dispute") shall be settled by the American Arbitration Association (AAA), under its Commercial Arbitration Rules, and YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE CONDITIONS OF ORDER. The arbitration will be conducted in the English language before, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. The seat or place of arbitration shall be conducted in Minneapolis, Minnesota. To the fullest extent permitted by applicable law, no arbitration under these Conditions of Order will be joined to an arbitration involving any other party subject to these Conditions of Order, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Minnesota. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Hiseka, Hiseka may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement or misappropriation of Hiseka’s or any third party's intellectual property or proprietary rights. You hereby consent to jurisdiction and venue of the State and Federal courts of the State of Minnesota with respect to any such injunctive or other relief. You further acknowledge that Hiseka’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages. Any Dispute initiated by you must be instituted within one (1) year from the date of purchase or provision of the Product at issue except for a Dispute based on breach of warranty which must be instituted within ninety (90) days of the date Hiseka denies a warranty claim under Section 17 of these Conditions of Order.
21. General Provisions. These Conditions of Order constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Hiseka of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Conditions of Order are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a Dispute to be invalid or unenforceable, it will not impact any other provision of the Conditions of Order, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by you by operation of law, merger or otherwise, without the prior written consent of Hiseka. These Conditions of Order and the subject matter that they cover, including without limitation the purchase of Products, do not create any joint venture, partnership, employment, or agency relationship between you and Hiseka or its suppliers. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns, and do not and are not intended to confer any rights or remedies upon third-parties.
22. Changes to the Conditions of Order. Hiseka reserves the right to change the terms of these Conditions of Order without notice. You are responsible for reviewing these Conditions of Order prior to your purchasing of Products, and your purchasing of Products after any changes to these Conditions of Order acknowledges your agreement to the then current Conditions of Order. In the event that a change or update is made to these Conditions of Order, the "Date of Last Modification" will be updated accordingly. As part of the registration process to become a registered user of certain functionality on the Site, as a default, you elect to receive e-mails that Hiseka may in its discretion send notifying you of changes to this Conditions of Order and other Hiseka policies. You may elect not to receive these e-mails by opting out of this default. Notwithstanding any provision of these Conditions of Order to the contrary, Hiseka may make changes to these Conditions of Order in its sole discretion and such changes shall be binding on you and Hiseka.
Governing Version
The English version of these Conditions of Order shall prevail wherever there is a discrepancy between the English version and any other language version.
© 2024, Hiseka Electronics. All rights reserved.
QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding Conditions of Order or wish to obtain additional information, please send an e-mail to info@Hiseka.com.
1. Order Validation and Acceptance. When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. You agree that your order is an offer to buy, under these Conditions of Order, the Products listed in your order. Hiseka, at its discretion, may choose to accept your order by processing your payment and shipping the Product, or may, for any reason, decline to accept your order or any part of your order in Hiseka's sole discretion. If we decline to accept your order, we will attempt to notify you using the email address or other contact information you have provided with your order. Delivery and/or shipment dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates. For the sake of clarity “Products” includes products and services offered through Hiseka’s marketplace program.
2. Quantity Limitations. Hiseka may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Hiseka may reject any order, or any part of an order.
3. Electronic Communication. When you place an order via the Site, you are required to provide a valid email address, which we may use to communicate with you regarding the status of your order, advise you regarding shipment of backordered products, and to provide you with any other notices, disclosures or other communications relating to your order. You agree that Hiseka will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide and maintain a valid email address or as a result of any failure of your email system, spam filters, or other impediments to your receipt of our communications.
4. Currency Information. This Web site is designed exclusively for the People's Republic of China (PRC) and purchases in the U.S. dollar (USD). For orders to destinations other than the PRC or in currencies other than USD, please use Hiseka's U.S. currency Web site, www.Hiseka.com, or appropriate country/region specific Web site. When placing an order in U.S. currency (dollars), the customer is responsible for all shipping costs and applicable duties, tariffs, brokerage fees, and value-added taxes.
5. Pricing and Product Information. Hiseka makes reasonable efforts to provide current and accurate information relating to the Products and prices, but does not guarantee the currency or accuracy of any such information it provides. Further, Hiseka relies on the original manufacturer or reseller authorized by the manufacturer to provide any product warnings related to use of the products and/or chemicals that may be in the products, including, but not limited to safe harbor warnings under California’s Safe Drinking Water and Toxic Enforcement Act (commonly known as Proposition 65). Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to Hiseka's acceptance of your order. In the event Hiseka discovers a material error in the description or availability of a Product that affects your outstanding order with Hiseka, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. If you choose to cancel the order, and your credit card has already been charged for a purchase, Hiseka will issue a credit to your credit card in the amount of the charge. Pricing on this Web site is in USD. Hiseka is not responsible for pricing, typographical, or other errors in any offer by Hiseka and Hiseka reserves the right to cancel any orders arising from such errors.
6. Payment. Hiseka offers the following payment methods for USD currency customers in the PRC: MasterCard, VISA, American Express, PayPal, and prepaid by wire transfer as well as open account credit to qualified institutions and businesses. Payment must be made in the currency in which the order was placed.
Account Application. To obtain an account application for open account credit, submit an account application. Please allow sufficient time for the account application process. To avoid delay on your initial order, you may elect an alternative payment method.
7. Shipping Charges.
Products Shipping from Hiseka’s Warehouse. Click here to see if your purchase will qualify for free shipping. To the extent your purchase does not qualify for free shipping, shipping charges are prepaid and added to the invoice (CPT as defined by INCOTERMS 2020). Availability of ship methods is dependent on the destination country. Shipments of excessive weight or size may require additional charges. Hiseka will notify you prior to shipment if these conditions exist.
Products Shipping Directly from Suppliers. Except as otherwise provided on the Site, (1) the shipping costs will be paid by the customer (CPT as defined by INCOTERMS 2020), (2) shipping or freight charges from supplier’s warehouse are prepaid and added to the invoice, (3) all applicable import licenses, duties, tariffs, taxes, and brokerage fees are your responsibility.
8. Handling Charge. There is no minimum order or handling fee.
9. Taxes.
Prices shown do not include any federal, state or local taxes, or any other taxes imposed by any government authority, including, without limitation, sales, use, excise, VAT or similar taxes. Any applicable VAT, duties, taxes and brokerage fees will be due at time of delivery.
10. Late Payments. You shall pay Hiseka all costs incurred by Hiseka in collecting any past due amount from you, including all court costs, collection costs, and attorney's fees.
11. Out of Stock. If a Product you order is out of stock at time of order placement, you may elect to have it shipped on a subsequent shipment date. Except as otherwise provided on the Site, additional shipping charges will apply to each shipment. Backorders will be held based on your request. The provisions of this Section 11 do not apply to Products that are designated as Chip Outpost Products (see Sections 15 and 17 below regarding Chip Outpost Products).
12. Export Compliance. In addition to the United States and its territories, Hiseka accepts international orders. Some Products may not be available for shipment outside the CHINA or United States. All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of the United States. You agree to comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign jurisdictions, agencies or authorities, including, without limitation, the Export Administration Regulations administered by the Bureau of Industry and Security, the U.S. Department of Commerce, the Foreign Trade Regulations administered by the Census Bureau, the U.S. Department of Treasury, and the sanctions and regulations administered by the Office of Foreign Assets Control. You shall not, directly or indirectly, sell, export, transfer, transship, assign, use, or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the United States or applicable foreign jurisdictions, agencies or authorities. You are responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products, including, without limitation, any required license or applicable license exception necessary to, directly or indirectly, export, re-export, import, or cause to be exported, re-exported, or imported, Products to any country, individual, corporation, organization, or entity to which such export, re-export, or import is restricted or prohibited under applicable U.S. export control or sanctions laws and regulations (including, but not limited to, any of the foregoing under sanctions or embargoes administered by the United Nations, the U.S. Department of State, the U.S. Department of Treasury, the U.S. Department of Commerce, the European Union, or any other applicable government authority). These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations.
13. Freight Damage. If you receive merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and parts intact. Please contact a Hiseka Customer Service representative for assistance.
14. Return Policy. In most cases, Hiseka will accept merchandise returns subject to the terms outlined in this Section 14 and will replace the Product or refund your money at your option. Merchandise and Products purchased from third parties and not from Hiseka directly are not eligible for return, refund, or exchange.
To facilitate processing of returned merchandise:
Please obtain a Returned Merchandise Authorization (“RMA”) number prior to returning any Product(s) here.
For all returns not relating to manufacturers’ warranties, returns must be made within sixty (60) days of date of invoice, be accompanied by the original invoice number, include a brief explanation of the reason for the return, and be in the original packaging and in resalable condition.
Certain products shipped directly from suppliers must be returned to the supplier after obtaining the RMA number from Hiseka. Return Material Authorization form
Upon obtaining an RMA number you will be instructed where to return the Product.
All electrostatic discharge (“ESD”) sensitive devices returned to Hiseka may undergo incoming inspection, utilizing Hiseka's ESD work instructions and the most recent version of the ANSI/ESD S20.20 standard published by the American National Standard Institute and EOS/ESD Association, Inc. An ESD product that has not been handled properly according to the standard will not be eligible for credit or refund.
Return freight charges must be prepaid or deducted from the invoice credit, as outlined in the RMA online process.
Products returned solely due to customer error may be subject to a restocking charge.
To the extent that Hiseka purchases a Product from a manufacturer specifically for you, such Products may be Non-Cancellable/Non-Returnable.
Parts specified as "Non-Cancellable/Non-Returnable" at time of quote or sale are not returnable, including Products designated as Chip Outpost Products, except for the Chip Outpost Limited Warranty (see Section 17 below).
Returns relating to manufacturers' warranties are subject to the terms and conditions of the applicable manufacturer's warranty and the applicable manufacturer's return policies for the Product (e.g., some Products may require return directly to the manufacturer). Please contact a Customer Service representative for details.
By returning any Product to Hiseka or supplier (as applicable), you represent and warrant that the returned Product was purchased through a Hiseka site, is not counterfeit or otherwise non-conforming. You acknowledge that counterfeit Products are not eligible for return, refund, or exchange, and that Hiseka does not accept any counterfeit Products. You also agree that Hiseka or supplier (as applicable) may test any returned Product to determine whether such Product is counterfeit, non-conforming, or otherwise violates these Conditions of Order. In the event Hiseka or supplier suspects or determines, in its sole discretion, that any returned Product, including, without limitation, any electronic components, assemblies, supplies, and equipment contained therein, is counterfeit, non-conforming, or otherwise violates these Conditions of Order, Hiseka or supplier may: (i) report such problem to any applicable governmental or regulatory agency or any other applicable third party; (ii) quarantine such Product for further testing or other analysis without providing any replacement Product or refund until such time as a determination about the Product’s conformance to these Conditions of Order can be made; (iii) if such Product is determined to be counterfeit, quarantine such Product for a period of five (5) years, or longer if required by applicable law, and after the applicable quarantine period, irreversibly alter such Product so as to render the Product, including the internal elements physically unusable; and (iv) take such other actions as may be required or permitted under applicable law and Hiseka’s counterfeit avoidance policy. In the event you send Hiseka any counterfeit Product, you will be liable for all costs, expenses, and damages related thereto, and you agree to indemnify Hiseka against any claims and damages, including attorneys’ fees and costs, related to such counterfeit Product(s).
15. Chip Outpost. Chip Outpost Products are excess inventory products. Chip Outpost Products include, without limitation, excess electronic components that are provided directly from the Product supplier or as part of a supplier-authorized channel return from a franchised distributor. Hiseka believes that Chip Outpost Products are high-quality; however, these products may include certain imperfections, including, but not limited to, aged date codes, or may have been discontinued and/or obsoleted by the manufacturer. Chip Outpost Products quantities are limited and are not available for backorders. MANUFACTURERS' WARRANTIES DO NOT APPLY TO CHIP OUTPOST PRODUCTS. ALL SALES OF CHIP OUTPOST PRODUCTS ARE FINAL. If you purchase a Product designated as a Chip Outpost Product, you understand that the Product is obtained by Hiseka on a Non-Cancellable/Non-Returnable basis; therefore, your purchase of a Product designated as a Chip Outpost Product is Non-Cancellable/Non-Returnable, except for the Chip Outpost Limited Warranty (see Section 17 below).
16. Purchaser’s Representations as to Merchantability and Suitability of Product for Any Use. Hiseka distributes Products manufactured by third-party manufacturers. Without limitation, Hiseka does not test the Products for conformance with any manufacturer specifications, and does not make any representation as to the merchantability and suitability of the Products for any use, whether or not such use is known to Hiseka. Purchaser represents and warrants to Hiseka that Purchaser is solely responsible for determining whether the Products are merchantable and suitable for the use(s) Purchaser intends. Without limitation, and only by way of example, Purchaser represents and warrants that it will determine the merchantability and suitability of the Product for use in any device or in any application, including, but not limited to, devices or applications involving life safety, life support, life sustaining, surgical, human implant, nuclear, aircraft applications, or for any other application in which the failure of a single component could create a situation in which property damage, personal injury, or death may occur. In addition, you acknowledge that Hiseka is not on the Qualified Manufacturers List ("QML"), and does not sell Qualified Product List ("QPL") components for military applications. Any references to QPL or military specifications are for reference only, and any sales of such products by Hiseka are for non-military use only. You agree that all such purchases are for commercial or other applications that do not require QPL components. WITHOUT LIMITING YOUR INDEMNIFICATION OBLIGATION UNDER SECTION 17, YOU AGREE TO INDEMNIFY AND DEFEND Hiseka AND THE MANUFACTURER OF THE PRODUCTS AGAINST ALL DAMAGES, COSTS, AND EXPENSES THAT MAY BE INCURRED, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND COSTS RELATING TO ANY LAWSUIT OR THREATENED LAWSUIT ARISING OUT OF THE USE OF PRODUCTS IN UNAUTHORIZED APPLICATIONS.
17. Product Warranty; Disclaimer; Limitation of Liability.
a. General Product Limited Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 17 ALL PRODUCTS ARE SOLD ON AN "AS-IS," "WHERE IS," AND "AS-AVAILABLE" BASIS. Hiseka agrees to transfer to you, at the time of sale, to the extent transferable, the warranties Hiseka receives from manufacturers with respect to the Products sold by Hiseka to you. COPIES OF SUCH MANUFACTURERS' WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING Hiseka. MANUFACTURERS' WARRANTIES DO NOT APPLY TO CHIP OUTPOST PRODUCTS AND INSTEAD PRODUCTS PURCHASED THROUGH CHIP OUTPOST ARE SUBJECT TO THE SEPARATE CHIP OUTPOST LIMITED WARRANTY SET FORTH IN THIS SECTION 17. ON CERTAIN SPECIALLY ADVERTISED INVENTORY ITEMS, THERE ARE NO MANUFACTURER WARRANTIES OF ANY TYPE, AND SUCH PRODUCTS ARE SOLD ONLY IN LIMITED QUANTITY AND NO BACKORDERS OR RETURNS OF SUCH PRODUCTS ARE AVAILABLE.
b. Chip Outpost Limited Warranty. This limited warranty applies only to Products designated by Hiseka, on the Site or otherwise, as Chip Outpost products (the "Chip Outpost Products"). If you elect to purchase any Chip Outpost Product, Hiseka warrants solely to the original purchaser of the Chip Outpost Product from Hiseka, that the Chip Outpost Product will be free from defects in materials and workmanship for three (3) years from the original invoice date of such Chip Outpost Product (the "Chip Outpost Limited Warranty Period"). The limited warranty does not apply to any product (i) that has been subject to abuse, misuse (including, without limitation, static discharge), neglect, accident or modification, (ii) is otherwise not capable of being tested, (iii) has been installed in an unsuitable installation environment for the product, (iv) has been used for purposes other than for which it was designed, or (v) has been damaged by fire, flood, wind, lightening or similar causes.
Exercising this Limited Warranty. As your exclusive remedy for any breach of this limited warranty, Hiseka shall promptly, at Hiseka's option, (i) replace any Chip Outpost Product that does not conform to this limited warranty or (ii) refund to you the purchase price of the defective Chip Outpost Product; provided, however, that these remedies are conditioned on your returning the Chip Outpost Product during the Chip Outpost Limited Warranty Period, or within ten (10) days thereafter, along with a written description of the claimed defect(s), in accordance with Hiseka's Return Policy (see Section 14 above).
Third Party Testing. Hiseka reserves the right to have an independent third party examine and test any Chip Outpost Product that is allegedly defective to determine whether such product is, in fact, defective. The conclusion of such independent third party shall be conclusive, final and binding on you and Hiseka.
c. Disclaimer of all other Warranties. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 17, (i) Hiseka MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, AND (ii) Hiseka EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS. The Products may be subject to patent, trademark, copyright, design and other rights of third parties. Hiseka shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. If an order includes software or other intellectual property, such software or other intellectual property is provided by Hiseka to you subject to any and all applicable intellectual property rights of third-parties and user licenses. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Without in any way limiting the generality of the foregoing:
Applications Engineering. Hiseka offers its applications engineering solely as a convenience to Hiseka customers. Hiseka applications engineering personnel strive to provide useful information regarding Products. Hiseka does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Hiseka shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Hiseka applications engineering personnel, or other Hiseka personnel, and any reliance on such information or recommendation is at your sole risk and discretion. Without limiting the generality of the foregoing, any recommended substitutes or cross-references with respect to parts are simply recommendations, and Hiseka does not guarantee that such information or recommendations are accurate, complete or correct.
Electronic Assemblies. Hiseka may offer for sale assemblies made from a combination of Products, which may or may not be included in an enclosure ("Electronic Assemblies"), and such Electronic Assemblies shall be Products under these Website Terms of Use and Conditions of Order. Hiseka agrees to transfer to you, at the time of sale, to the extent transferable, the warranties Hiseka receives from manufacturers with respect to the Products that make up the Electronic Assemblies. Hiseka warrants for a period of ninety (90) days following the delivery of Electronic Assemblies by Hiseka that Hiseka’s assembly services regarding Electronic Assemblies ("Assembly Services") will be free from material defects in workmanship. Hiseka’s warranty is limited to the Assembly Services and does not apply (i) to any of the Products that make up the Electronic Assemblies; or (ii) to any sales kits or other packaging of Products by Hiseka where no assembly is required. This warranty applies to the original purchaser only, and for a ninety-day period from the date of delivery, and only to Electronic Assemblies subject to normal use and service. This warranty does not cover damage resulting from shipping, negligence, accidental misuse or abuse and improper operation, maintenance, service or storage. Hiseka MAKES NO OTHER WARRANTY, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ELECTRONIC ASSEMBLIES, THE ASSEMBLY SERVICES, AND THE PRODUCTS THAT COMPRISE THE ELECTRONIC ASSEMBLIES. CUSTOMER ACKNOWLEDGES AND AGREES THAT CREATING ELECTRONIC ASSEMBLIES COULD VOID OR INVALIDATE ANY WARRANTY PROVIDED BY THE COMPONENT MANUFACTURER. CUSTOMER ACCEPTS THE RESPONSIBILITY FOR REVIEWING COMPONENT MANUFACTURER WARRANTIES AND DETERMINING THE EXTENT TO WHICH THEY MAY APPLY OR BE VOIDED BY THE COMBINATION OF PRODUCTS TO CREATE ELECTRONIC ASSEMBLIES.
Customized Products. Hiseka also may, at the request of a customer, assemble, augment, and/or program Products in accordance with specifications provided by a customer ("Value-Added Services"), and any such Products assembled, augmented, or programed by Hiseka (each a "Customized Product") also shall be Products under these Website Terms of Use and Conditions of Order. The customer has the sole responsibility to determine whether the Customized Product is a product that is suitable for the use or uses the customer intends and customer is responsible for all quality and tolerance testing. The customer also represents and warrants that all information contained in any specification customer provides to Hiseka is complete and accurate and any Customized Product prepared in accordance with the customer’s specifications will not infringe or misappropriate the right of any third party, including, without limitation, any intellectual property right. A Customized Product is Non-Cancellable/Non-Returnable. Hiseka warrants that Value-Added Services will conform to customer’s written specifications accepted by Hiseka for ninety (90) days after delivery of Customized Products by Hiseka. Hiseka does not warrant the Products themselves or the Customized Product, except with respect to the Value-Added Services as provided for herein. This warranty applies to the original purchaser only, for a ninety-day period from the date of delivery, and only to Customized Products subject to normal use and service. This warranty does not cover damage resulting from shipping, negligence, accidental misuse or abuse and improper operation, maintenance, service or storage. WITHOUT LIMITING ANY OTHER TERM OR PROVISION OF THESE CONDITIONS OF ORDER, HISEKA EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT THE CUSTOMIZED PRODUCT IS SUITABLE FOR USE IN ANY MEDICAL DEVICE OR IN ANY APPLICATION INCLUDING, BUT NOT LIMITED TO, LIFE SAFETY, LIFE SUPPORT, LIFE SUSTAINING, SURGICAL, HUMAN IMPLANT, NUCLEAR, OR AIRCRAFT APPLICATIONS OR FOR ANY USE OR APPLICATION IN WHICH THE FAILURE OF A SINGLE COMPONENT COULD CREATE A SITUATION IN WHICH PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH IS LIKELY TO OCCUR. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE VALUE-ADDED SERVICES AND CREATION OF CUSTOMIZED PRODUCTS COULD VOID OR INVALIDATE ANY MANUFACTURER WARRANTY.
No Other Warranties. Except for a duly-authorized officer of Hiseka making an additional warranty in writing, no employee or agent of Hiseka or any other party is authorized to make any warranty in addition to those made in this Section 17.
d. Limitation of Liability. IN NO EVENT SHALL HISEKA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY PRODUCT, EVEN IF HISEKA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF HISEKA RELATING IN ANY WAY TO ANY PRODUCT, ASSEMBLY SERVICE, OR VALUE-ADDED SERVICE EXCEED THE PURCHASE PRICE FOR THE PRODUCT (AND WITH RESPECT TO ASSEMBLY SERVICES AND VALUE-ADDED SERVICES, THE PRODUCT TO WHICH SUCH SERVICE RELATES), REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR THE PRODUCTS ARE BASED IN PART ON THESE LIMITATIONS, AND YOU FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Some countries may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you, but in any event shall apply to the maximum extent allowed by law.
18. Indemnification. You understand and agree that you are personally responsible for your use or inability to use the Products. You agree to indemnify, defend, and hold harmless Hiseka and Hiseka's joint venturers, business partners, licensors, affiliates, suppliers, employees, officers, directors, owners, representatives and agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, special, consequential, punitive, exemplary, and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Products, or any violation by you of these Conditions of Order.
19. Force Majeure. Hiseka will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, pandemics, quarantine restrictions, riots or war. Hiseka's time for delivery or performance will be extended by the period of such delay or Hiseka may, at its option, cancel any order or remaining part thereof, without liability, by giving notice to you.
20. Applicable Law; Dispute Resolution; Limitation on Actions. The laws of the State of Minnesota in the United States shall apply to these Conditions of Order, without regard to any conflict of law provisions (whether the State of Minnesota or any other jurisdiction that would cause the application of laws other than those of the State of Minnesota). The 1980 United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods, and the Uniform Computer Information Transactions Act, and any implementations thereof in various jurisdictions and any subsequent revisions thereto, shall not apply to these Conditions of Order. Any controversy or claim arising out of or relating to the Conditions of Order or your purchase or use of Products (a "Dispute") shall be settled by the American Arbitration Association (AAA), under its Commercial Arbitration Rules, and YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE CONDITIONS OF ORDER. The arbitration will be conducted in the English language before, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. The seat or place of arbitration shall be conducted in Minneapolis, Minnesota. To the fullest extent permitted by applicable law, no arbitration under these Conditions of Order will be joined to an arbitration involving any other party subject to these Conditions of Order, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Minnesota. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Hiseka, Hiseka may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement or misappropriation of Hiseka’s or any third party's intellectual property or proprietary rights. You hereby consent to jurisdiction and venue of the State and Federal courts of the State of Minnesota with respect to any such injunctive or other relief. You further acknowledge that Hiseka’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages. Any Dispute initiated by you must be instituted within one (1) year from the date of purchase or provision of the Product at issue except for a Dispute based on breach of warranty which must be instituted within ninety (90) days of the date Hiseka denies a warranty claim under Section 17 of these Conditions of Order.
21. General Provisions. These Conditions of Order constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Hiseka of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Conditions of Order are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a Dispute to be invalid or unenforceable, it will not impact any other provision of the Conditions of Order, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by you by operation of law, merger or otherwise, without the prior written consent of Hiseka. These Conditions of Order and the subject matter that they cover, including without limitation the purchase of Products, do not create any joint venture, partnership, employment, or agency relationship between you and Hiseka or its suppliers. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns, and do not and are not intended to confer any rights or remedies upon third-parties.
22. Changes to the Conditions of Order. Hiseka reserves the right to change the terms of these Conditions of Order without notice. You are responsible for reviewing these Conditions of Order prior to your purchasing of Products, and your purchasing of Products after any changes to these Conditions of Order acknowledges your agreement to the then current Conditions of Order. In the event that a change or update is made to these Conditions of Order, the "Date of Last Modification" will be updated accordingly. As part of the registration process to become a registered user of certain functionality on the Site, as a default, you elect to receive e-mails that Hiseka may in its discretion send notifying you of changes to this Conditions of Order and other Hiseka policies. You may elect not to receive these e-mails by opting out of this default. Notwithstanding any provision of these Conditions of Order to the contrary, Hiseka may make changes to these Conditions of Order in its sole discretion and such changes shall be binding on you and Hiseka.
Governing Version
The English version of these Conditions of Order shall prevail wherever there is a discrepancy between the English version and any other language version.
© 2024, Hiseka Electronics. All rights reserved.
QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding Conditions of Order or wish to obtain additional information, please send an e-mail to info@Hiseka.com.