US General Terms & Conditions
General Terms and Conditions (US)
These terms and conditions (“Agreement”) apply to any sale and/or service and all statements made by Toradex, Inc. in written and oral form. By placing your order for product and/or support services you accept that you are bound to these terms and conditions. If attached to a quotation from Toradex, Inc., these terms and conditions are incorporated into and are a part of that quotation. Any changes, modifications, deletions or provisions differing from these terms and conditions that may be proposed in Customer’s order are rejected unless specifically accepted in writing by Toradex, Inc.
The following terms used herein shall have the meanings ascribed to them below:
“Customer”: shall mean a legal entity or business ordering and/or buying Products from Toradex.
“Toradex”: shall mean Toradex, Inc., a Washington corporation, with an address of 219 1st Ave South, Suite 410, Seattle, WA 98104, USA.
“Toradex Product”: shall mean a Toradex Product, excluded any of the following items: Software, parts not installed or added by Toradex in its factory.
“ACH”: shall mean the secure payment transfer system Automated Clearing House as commonly used in the USA.
“FCA”: shall mean Free Carrier as defined by Incoterms® 2010.
“Order Confirmation”: shall mean a formal written acknowledgment sent by Toradex to Customer for Product or Service ordered by Customer.
“Prepayment Request”: shall mean a pro-forma invoice for prepayment of Products or Services.
“Price”: shall mean Price stated in Order Confirmation or Prepayment Request.
“Product”: shall mean Product described in Order Confirmation or Prepayment Request, including Toradex Products or 3rd Party Products.
“Quotation”: shall mean a non-binding information about current Prices and other specifics of Products or Services.
“3rd Party Products”: shall mean Products that are produced by a company other than Toradex but which are sold by Toradex over its webshop: www.toradex.com.
“Software”: shall mean computer operating systems, applications and middleware.
“Service”: shall mean general service and/or support service in the form of support (service) hours provided by Toradex in accordance with this Agreement. Service or support service includes, without limitation, software development or adaptation of software by Toradex under a Support Package.
“Support Package”: shall mean a specified amount of support (service) hours purchased by Customer.
Customer may request a Quotation from Toradex for Products or Services. Information in the Quotation, including but not limited to Prices, specifications and dates for delivery, are for informational purposes only and shall not be binding on either party. A Quotation is not to be construed as an obligation to sell.
Customer may place orders in writing, through the Internet, by telephone or fax. In general, Toradex only accepts orders submitted by industrial Customers. By submitting an order to Toradex, Customer agrees to be subject to these Terms and Conditions in their entirety. No order, whether or not submitted in response to a Quotation by Toradex, shall be binding on Toradex unless Toradex sends an Order Confirmation or a Prepayment Request in writing. Toradex may request details about end-user and end-purpose of the ordered Products. Toradex reserves the right to reject and cancel any order at its own discretion and without providing reasons, including but not limited to cases where Customer is not ordering for industrial purposes. Customers should thoroughly verify the Prepayment Request or Order Confirmation and notify Toradex of any error in writing immediately upon receipt. Otherwise the details stated in the Prepayment Request or in the Order Confirmation shall apply to this Agreement.
(i) Toradex may revise and discontinue Products, including 3rd Party Products, at any time without notice. In case Products are changed, discontinued or no longer in stock, Toradex reserves the right to ship a different version of the Products ordered, provided such different version has a similar functionality and performance of the Products ordered.
(ii) Any declaration of minimum availability of Products is based and depends on the availability communicated by the chip manufacturers, component suppliers or distributors and can change without notice. Although we at Toradex strive to provide true and up-to-date information, Toradex disclaims any warranty with respect to the accuracy and completeness of any declaration of minimum availability of Products. Declarations of minimum availability always refer to the Product family and not to a specific Product version.
(i) Response times of the Services provided by Toradex are estimates and may vary according to the accessibility of the location of a Product. If appropriate, the Services may be provided via telephone or the Internet. Customer shall reasonably cooperate with Toradex in its performance of Services to Customer. Toradex acquires ownership of any replaced Product or disassembled parts resulting from repair and retains ownership of replacement Products or replacement parts transferred to Customer until Customer has returned the defective Products or parts to Toradex.
(ii) In particular, but without limitation, the following are excluded from Service:
items excluded from Warranty, preventative maintenance, work outside local working hours, weekends or on public holidays, changes to configuration, relocation, consumables, batteries, diskettes, removal of viruses, work that is unnecessary in Toradex’s judgment, electrical environment.
(iii) 3rd Party Products will be repaired according to manufacturer or licensor warranty.
6. Support Services
(i) Support Services are initiated by the payment of 100% of the Support Package’s Price stated in the Order Confirmation or Prepayment Request.
(ii) The status of a Support Service is reported by Toradex on a per-request basis. Toradex will document the tasks performed under a Support Package and the remaining balance of Support Service hours available.
(iii) Upon exhaustion of the purchased Support Service hours, Toradex will suspend support activities until a new Support Package’s payment is received.
(iv) Payment by Customer for Support Services is final. Support Services cannot be cancelled for refund of unused Support Service hours. Support Service hours which have not been used at expiration of the purchased Support Package will be forfeited.
(v) Project related expenses not listed under this Agreement must be pre-approved by Customer and are an added expense. Project materials will be billed at cost plus an 18% materials acquisition fee.
7. Prices, Costs and Adjustments
(i) Unless specified otherwise in writing, Prices for Products and Services are “Incoterms 2010: FCA Toradex”. Prices do not include additional costs such as insurance, shipping, handling, import or other duties, or any federal, state or local taxes, including sales, use or excise taxes, applicable to the Products and/or Service sold to Customer which taxes may in Toradex’s discretion be added to the Price or billed separately and which taxes should be paid by Customer, unless Customer provides Toradex with any necessary tax exemption certificate.
(ii) Prices of Products and Service in the Toradex Webshop are subject to change without notice or obligation.
(iii) Customer acknowledges that many Products or Services are developed, designed, manufactured, or performed in other countries and costs for Products or Services are thus exposed to economic developments not under control of Toradex. TORADEX RESERVES THE RIGHT TO ADJUST PRICES OF PRODUCTS OR SERVICES ORDERED BY CUSTOMER, IF CURRENCY EXCHANGE RATES, INSURANCE, DUTY, FREIGHT, OR PURCHASE COSTS FOR TORADEX CHANGE MATERIALLY SINCE CUSTOMER PLACED ITS ORDER. A CHANGE OF COSTS FOR TORADEX IS MATERIAL IF IT RESULTS IN AN INCREASE OF PRICES IN THE TORADEX WEBSHOP OF 2% OR MORE.
In particular, without any limitation, Toradex reserves the right to adjust Prices of ordered Products or Services if one or more of the following currency exchange rates have changed since Customer placed its Order of Products or Services:
- THE SWISS FRANC TO U.S. DOLLAR EXCHANGE RATE HAS CHANGED FOR 2% OR MORE; or
- THE EURO TO U.S. DOLLAR EXCHANGE RATE HAS CHANGED FOR 2% OR MORE.
(iv) In case of any Price adjustment as stipulated in paragraph (iii) above, Customer shall have the option to cancel its Order with Toradex. TORADEX SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS, RESULTING FROM ANY PRICE ADJUSTMENT.
8. Terms of Payment
(i) Terms of payment are within Toradex’s own discretion, and unless otherwise agreed to in writing by Toradex, payment of the amount invoiced is due before shipment to Customer and within 10 days of the date of the Prepayment Request without further notification from Toradex. Payment shall be made in US Dollars to Toradex by bank transfer (ACH or wire transfer) with all taxes, banking fees and other charges at the expense of the Customer; or by some other prearranged and agreed upon payment method. Toradex may suspend shipments of Product or Service until full payment is received. If Customer fails to pay any payment due hereunder when due, Toradex may recover, in addition to the payment, interest on the outstanding amount at the rate of 1.5 % per month or the maximum interest rate permitted by law, whichever is less. All costs of recovery, including attorney’s fees, shall be payable by the Customer.
(ii) All payments for support services are final. A purchased Support Package cannot be cancelled for refund of the unused support. Any support hours remaining after the expiration of a purchased Support Package will be forfeited.
9. Exclusion of Set-off
Customer shall pay in full and not exercise any rights of set-off or counter-claim against invoices submitted by Toradex.
10. Shipment and Delivery
(i) Shipping and handling are additional, unless otherwise expressly indicated at the time of sale, and all fees shall be paid by Customer. Toradex shall have the right to commission, at Toradex’s own discretion, any shipping company with the shipping of Products. The Order Confirmation or the Prepayment Request indicates the delivery period. Place of delivery shall be “Incoterms 2010: FCA Toradex”, unless otherwise specified in writing. The delivery period is approximate and partial delivery can be made.
(ii) TORADEX DISCLAIMS ANY LIABILITY FOR LATE PERFORMANCE, IN PARTICULAR, BUT WITHOUT LIMITATION, LIABILITY FOR LOSSES, DAMAGES, PENALTIES, OR CHARGES OF ANY NATURE DUE TO LATE PERFORMANCE.
(iii) If Customer refuses delivery without Toradex’s prior written approval, Customer must pay all expenses or loss resulting from delivery refusal until Customer accepts delivery. Toradex reserves the right to withdraw from the Agreement in case of delivery refusal.
(iv) Any product packaging which Toradex has to take back shall be sent to Toradex by Customer at Customer’s expense.
11. Title and Risk of Loss
Title and risk of loss or damage to all Products and Service related items sold hereunder shall pass from Toradex to Customer upon delivery by Toradex to the carrier. Any claims for loss, damage or misdelivery thereafter shall be filed with the carrier. All Products shall be deemed finally inspected and accepted within 10 days after delivery unless notice of rejection is given in writing to Toradex within such period. Acceptance shall constitute Customer’s acknowledgment of full performance of all obligations of Toradex under this Agreement, under reservation of section “Warranties and Disclaimer of Warranties”.
12. Inspection of Product upon Receipt
Customer must inspect Product immediately upon delivery, and if Product or the packages are damaged or missing, Customer must notify Toradex by email, telephone or fax within 7 days, from the date of delivery of Product, otherwise the Customer will be deemed to have accepted Product. Any notice of rejection must also specify the reason(s) why the Product is being returned. Toradex will not accept the return of the Product unless the Product is in its original condition with packaging, including a written statement explaining the reasons for the return and the defects, and proof of purchase. Customer is responsible for risk of loss, shipping and handling fees for returning Product.
13. Warranties and Disclaimer of Warranties
THE FOLLOWING WARRANTIES ARE IN LIEU OF ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND OF ANY OTHER CONDITION OR WARRANTY OBLIGATION ON THE PART OF TORADEX WHICH ARE HEREBY DISCLAIMED.
(i) Toradex warrants to the original Customer that (1) Products meet the specifications at the time of delivery to the Customer and that (2) Products will be free from any substantial defects in material and/or workmanship under normal use during the Warranty Period, which begins on the date of shipment by Toradex to Customer. Any further warranty is excluded. Liability is limited as stipulated in section “Limitation of Liability”.
(ii) The Warranty Period is as follows:
- Apalis/Colibri ARM Family Products and Carrier Boards: TWENTY-FOUR (24) MONTHS;
- All other Products (e.g. Accessories, 3rd Party Products): TWELVE (12) MONTHS.
(iii) Customer shall comply with and return any Products pursuant to Toradex Return Materials Authorization (“RMA”) procedures for all warranty claims. Customer’s removal of the unique serial number label on Products voids any warranty.
(iv) Toradex reserves the right to determine at its own discretion whether a defective Product is to be repaired or a faultless replacement is to be provided to Customer free of charge. Toradex retains ownership of the replaced defective Product or any expanded or replaced component resulting from repair. If after repeated efforts Toradex is unable to repair or replace the defective Product, Customer’s exclusive remedy and Toradex’s entire liability in contract, tort, or otherwise, shall be limited to the following:
- cancellation of the purchase agreement; and
- refund of the Price, shipping costs, taxes and insurance actually paid by Customer for the defective Product.
(v) In the event of safety recalls or other recalls Customer has the same exclusive remedy and Toradex’s entire liability is limited as stipulated in paragraph (iv) above. No further or different remedies apply.
(vi) Without limitation, the following are specifically excluded from any warranty:
- Defects that have not been caused by Toradex;
- Handling errors, intervention or modification of the Products by the Customer or a third party;
- Defects or damage caused by improper installation by the Customer or a third party acting on the Customer’s behalf;
- Defects or damage caused by outside influences;
- Compatibility and functioning with other products, unless expressly warranted;
- Defects or damage caused by misuse, abuse, neglect, accident, or outside influences;
- Defects or damage caused by routine cleaning, or normal cosmetic and/or mechanical wear;
- Defects or damage from repair or replacement of warranted parts other than by Toradex;
- Services which have not been performed in accordance with related instructions;
- Products which have an altered, removed or illegible serial number or other identification marking.
(vii) Toradex and its manufacturers use components or spare parts which are new or equivalent to new and meet the industry standards and practice. Toradex reserves the right to use new or refurbished spare parts and/or components. Spare parts may be new or reconditioned.
(viii) TORADEX PROVIDES SERVICE, AND SUPPORT SERVICE IN PARTICULAR, “AS IS”, AND DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND OF ANY OTHER CONDITION OR WARRANTY OBLIGATION ON THE PART OF TORADEX WHICH ARE HEREBY DISCLAIMED. TORADEX SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON UNDER ANY LEGAL THEORY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY CHARACTER ARISING OUT OF TORADEX’S PROVISION OF SUPPORT SERVICES HEREUNDER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF TORADEX HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. Toradex’s entire liability in contract, tort, or otherwise, for Service or Support Service provided to Customer shall not exceed the Support Package fee actually paid by Customer.
14. Software and Disclaimer of Warranties
(i) Software is provided subject to the license agreement and warranty of the Software licensor. Customer agrees to be bound by such license agreement in addition to the terms of this Agreement.
(ii) Toradex provides Microsoft® Windows® Software (images and BSP) under End-User License Agreements (EULA), which are available on the Toradex websites (www.toradex.com or developer.toradex.com). Customer agrees to be bound by the respective EULA before using Windows Software with Products.
(iii) Unless otherwise provided in writing, any Software is provided under the following disclaimer of warranties:
SOFTWARE IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE OBJECT CODE AND SOFTWARE SOURCE CODE OR WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
15. Limitation of Liability
(i) TO THE FULLEST EXTENT PERMITTED BY LAW, TORADEX SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS, DOWNTIME, ASSEMBLY, DISASSEMBLY, DATA, BUSINESS, OR GOODWILL, HOWEVER CAUSED AND ON WHATEVER THEORY, WHETHER BASED ON BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT OR PRODUCT LIABILITY, THE FAILURE OR ASSERTED FAILURE OF TORADEX TO PERFORM ITS OBLIGATIONS HEREUNDER, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
(ii) PRODUCTS AND SOFTWARE ARE NEITHER DESIGNED NOR INTENDED FOR ANY USE IN HAZARDOUS, DANGEROUS TO LIFE OR POTENTIALLY LIFE-THREATENING ENVIRONMENTS AND IN ANY OTHER AREA WHICH THE FAILURE OF PRODUCTS OR SOFTWARE COULD CREATE A SITUATION WHERE SERIOUS PERSONAL INJURY OR DEATH MAY OCCUR AND COULD REASONABLY BE FORESEEN. TORADEX SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON UNDER ANY LEGAL THEORY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY CHARACTER ARISING OUT OF SUCH USE, HOWEVER CAUSED.
(iii) YOU AGREE THAT TORADEX’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL CLAIMS AND LIABILITIES, WHETHER DIRECT OR INDIRECT IN NATURE, WILL NOT EXCEED THE AMOUNTS TORADEX ACTUALLY RECEIVED FROM CUSTOMER FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM OR LIABILITY.
(iv) TORADEX ASSUMES NO LIABILITY FOR ANY COSTS RELATED TO INSTALLATION, INTEGRATION, OR INCORPORATION OF PRODUCTS IN OR THEIR REMOVAL FROM EQUIPMENT NOT PROVIDED BY TORADEX.
(v) The provisions of Force Majeure shall remain unaffected. In case of a product liability claim against Toradex, Customer will assist Toradex to defend against such a claim.
16. Intellectual Property (IP)
(i) Toradex retains all IP in Product and Services. In cases of Software developed by Toradex for Customer under a Support Package, Toradex retains all IP and grants a non-exclusive license to use the Software to Customer. Customer notifies Toradex immediately in writing of any suit or proceeding brought against Customer that is based on a claim that use of Product infringes any 3rd party IP and gives Toradex full and complete authority, information and assistance for the defense of such claim. Toradex shall have the option to sole control of the defense and of the negotiations for settlement, if any, of such claim; however, Toradex shall not be obligated to defend any such suit or proceeding. In the event of IP infringement, Toradex may at its expense and option, either recall and exchange or modify Product or appropriately refund Customer. Customer is allowed to litigate, negotiate and settle claims and Customer must assist Toradex at Toradex’s expense in case of litigation that is directly related to Customer’s Product. Customer must immediately notify Toradex of any infringing or unauthorized use of Product or IP in it.
(ii) Toradex shall not be obligated to defend or be liable for costs and damages for
- unauthorized modification of Product or Service;
- 3rd Party Products;
- claims caused by the use of Products in combination with everything not supplied by Toradex.
(iii) Any device driver specifically modified for Customer under any Service agreement will remain the property of Toradex. Toradex will only deliver binary versions of drivers. No source code will be delivered to Customer, unless agreed otherwise.
17. Export and Re-Export Control
(i) Customer must comply with all applicable U.S. customs and U.S. export and re-export control laws and international customs and (re-)export control regulations, and the laws of the country in which the Products or Services are delivered or performed. In particular, without limitation, Products or Services may not be sold, leased, performed or transferred to restricted and/or embargoed end users or countries, without the prior consent of the competent governmental authorities. Customer understands and acknowledges that export and re-export restrictions can vary regularly and agrees to comply with all applicable laws and regulations of the United States of America and other countries.
(ii) Toradex reserves the right to request details from Customer about end-user and end-use of Products or Services, and to cancel Quotations, Orders or other agreements if the provided details by Customer are incomplete or raise doubt about (re-)export compliance of the transaction.
(iii) Customer acknowledges that U.S. customs, export control and other authorities may inspect, delay, block, seize, or prohibit shipments, transactions, and services with reference to Customer or third parties. Toradex disclaims any liabilities for direct, indirect, consequential and other damages due to inspections, delays, blockings, seizures or prohibitions by customs, export control and other authorities.
(iv) Customer shall indemnify, defend, and hold harmless Toradex and its directors, officers, employees, shareholders, partners, agents, and affiliates, against all claims, liabilities, damages, and expenses (including legal fees) arising from official actions by U.S. authorities or of other countries in relation to export control or customs compliance or non-compliance by Customer, its directors, officers, employees, shareholders, partners, agents, or affiliates.
18. Force Majeure
Toradex is not liable for any delays in performance or for failure to perform, in whole or in part, including delivery or Service caused by circumstances beyond its reasonable control; examples include strikes, terrorist acts, war, transport/supplier/production problems, sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, judicial action, accident, fire, explosion, exchange fluctuations, governmental or regulatory action and natural disasters. If such circumstances exceed a period of 2 months, this Agreement may be terminated by either party without compensation.
(i) Toradex shall have the right to terminate this Agreement immediately with written notice or by email message:
- if Customer, its directors, officers, employees, shareholders, partners, agents, or affiliates, breach, have breached, or are suspected to breach U.S. export control or customs regulations, or regulations of other countries;
- if Customer fails to make any payment when due and payment has not been received within 2 weeks of due date although Toradex has given Customer notice of such default and set Customer an additional term for payment.
(ii) Either party may terminate this Agreement with immediate written notice if the other:
- commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other;
- becomes insolvent or is unable to pay debts as they fall due.
20. Data Protection and Consent to Transfer of Data
Customer data shall be held and/or transferred in accordance with the applicable data protection laws. Customer agrees and consents that Toradex may transfer Customer’s data to a Toradex company or affiliate outside of the USA, to a country which may offer a different level of data protection. Toradex shall put sufficient safeguards in place to ensure a corresponding level of data protection.
21. Miscellaneous Customer Obligations
Customer is responsible for:
- Customer’s own choice of Product and/or Software and its suitability for purpose;
- Customer’s telephone, postal and other charges when contacting Toradex.
- Customer agrees to provide Toradex with a reasonable amount of cooperation, information, facilities and access to allow Toradex to perform its contractual duties, otherwise Toradex shall not have any obligation to provide any Service or assistance.
- Customer is responsible for all of Customer’s legal and regulatory requirements during Service, such as the backup and confidentiality of all data.
22. Governing Law and Jurisdiction
(i) This Agreement shall be construed and enforced according to the laws of the State of Washington, without regard to principles of conflict of laws. The application of the Vienna Convention on Contracts for the International Sale of Goods is excluded.
(ii) Any disputes under this Agreement shall be exclusively heard in any state or federal court in King County, Washington USA, and Customer consents to exclusive jurisdiction and venue in such courts.
23. Dispute Resolution
(i) The parties shall attempt to resolve any dispute amicably by mutual agreement. In the event of a dispute arising in relation to this Agreement, or out of this Agreement, and the dispute is not resolved by negotiation, the Customer agrees to submit the dispute to mediation before the Dispute Resolution Center of King County, in Seattle, Washington. Customer further agrees that his and Toradex’s participation in mediation is a condition precedent to any party pursuing any other available remedy in relation to the dispute.
(ii) Any party to the dispute may give written notice to the other party of his or her desire to commence mediation, and a mediation session must take place within 30 days after the date that such notice is given.
(iii) The Dispute Resolution Center of King County, in Seattle, Washington, shall appoint an impartial mediator. Customer further agrees to share equally with Toradex the costs of the mediation, which costs will not include costs incurred by a party for representation by counsel at the mediation.
24. Current Policies and Modifications
Customer should review details on Products and Services, current Toradex policies, and notices which can be found at www.toradex.com and developer.toradex.com. Toradex reserves the right to make changes to its policies and these Terms and Conditions at any time, effective upon posting of an updated version to its website at www.toradex.com or developer.toradex.com. Customer is responsible for reviewing these websites for any further updates.
25. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all prior and contemporaneous negotiations, correspondence, understandings and agreements, whether oral or written, regarding the subject matter of this Agreement.
26. Attorneys’ fees
In any court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
27. Waiver of Jury Trial
THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
If any provision of this Agreement is found to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected thereby.
29. Assignment and Subcontractors
This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns. Customer may not assign this Agreement without the prior written consent of Toradex. Toradex has the right to subcontract the Services provided under this Agreement.
30. No Waiver of Rights
Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. Neither party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.
31. Section Headings
Section headings contained in this Agreement are included for convenience only and form no part of the agreement between the parties.
Details on Products and Services, current Toradex policies, and notices can be found on www.toradex.com and developer.toradex.com. Customer should refer to these websites for any further updates.
Thank you for doing business with Toradex.
(T&C US 20160425)