Terms & Conditions
Terms and Conditions for Renesas Shop
Renesas Electronics Europe GmbH
- The use of the Renesas Shop website operated by Renesas Electronic Europe GmbH (Renesas) under www.renesasshop.com (Renesas Shop) and all orders placed with Renesas Shop are subject to these Terms and Conditions. If the purchaser does not agree with these Terms and Conditions, the purchaser must stop using Renesas Shop.
- Any terms and conditions of the purchaser shall not apply. Any proposed terms and conditions of the purchaser or any proposed changes to these Terms and Conditions submitted or referred to by a purchaser in connection with any order or payment are hereby expressly rejected. Orders placed with Renesas Shop are not subject to any other individual agreement Renesas might have with the purchaser (such as framework agreements or other agreements).
- Products in Renesas Shop are exclusively sold on a business-to-business basis to commercial customers and companies. Products are not offered to consumers or for private use.
- Products sold via Renesas Shop include promotion boards, starter kits, development tools, compilers, software and solution kits. All products offered or sold in Renesas Shop are not intended to be used for mass production or use in serial components. Products are only made available for evaluation and test purposes. Renesas may limit or cancel quantities available for purchase on any order on any basis, and may alter the availability or duration of any special offers at any time. Renesas may reject any order, or any part of an order.
- In no event products sold via Renesas Shop are authorized for use in any critical devices or applications 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. The purchaser agrees to indemnify and defend Renesas 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 the products in unauthorized applications.
- Registration, Use of Renesas Shop
- Ordering products via Renesas Shop requires registration using the Renesas Shop website’s protected registration area. The username, password, company name, address and contact details are referred to as log-in Information. The purchaser shall provide and maintain accurate and complete log-in information. The purchaser shall not provide false information to Renesas and not use the identity of any third party company or individual.
- The purchaser is responsible for maintaining its log-in information confidential and agrees that it will not disclose its log-in information to any third party. The purchaser shall be solely responsible for all activities on the Renesas Shop under its log-in information. The purchaser should always log out of Renesas Shop and close its browser window when the session is completed in order to prevent unauthorized persons from accessing Renesas Shop using the purchaser’s log-in information. Renesas may monitor and verify the log-in information and require changes or corrections. Renesas further reserves the right to block an account if Renesas believes that an account or the related log-in information might be abused. The purchaser shall contact and inform Renesas immediately if the purchaser has any reason to believe that its log-in information has been or might be abused.
- The Renesas Shop is can be viewed worldwide. However, not all products offered by Renesas are available to all persons or in all geographic locations. Renesas reserves the right to limit the provision of its products to any person, geographic area or jurisdiction and to limit the quantities of any products that it provides. The purchaser agrees to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable content and online conduct.
- Purchaser orders shall be deemed binding offers and valid for a period of fourteen days of their receipt by Renesas. Renesas reserves to right to review and verify any order, in particular the purchaser’s identity, its company and contact details, its method of payment and shipping address, tax identification numbers and compliance with export control regulations. Renesas might also perform a credit check before processing or completing any order placed via Renesas Shop. When placing an order via Renesas Shop the purchaser makes an offer to purchase products from Renesas that may be accepted by Renesas at Renesas’ sole discretion subject to any of the above and subject to availability of the relevant products. Any order notification or confirmation provided automatically by the Renesas Shop only confirms receipt of the order, but not that the order is accepted. Renesas may accept the order expressly or by processing the payment and shipping the products. Renesas may at its sole discretion reject the order or any part of the order. Except when expressly accepted, no order shall be considered accepted until the ordered product has been shipped. If Renesas does not accept or process an order, Renesas will as soon as reasonably possible notify the purchaser under its email address or other contact information provided at registration.
- When placing an order via the Renesas Shop website, the purchaser is required to provide a valid email address and other contact information that will be used by Renesas to communicate with the purchaser regarding the order status, the shipment of products or to submit notices or information relating to the order. The purchaser agrees that Renesas will not be responsible for any damage incurred or information not received by the purchaser as a result of an incorrect e-mail or other contact information provided by the purchaser, or caused by the purchaser’s email system, e-mail filters or other circumstances outside of the reasonable control of Renesas.
- Renesas uses all efforts to provide accurate and up-to-date information on its products and prices, but does not guarantee the accuracy and currency of information provided in Renesas Shop. Information relating to products is subject to change without notice. Prices are subject to change at any time prior to Renesas' acceptance of an order. In the event Renesas becomes aware of any error in the product description, regarding the availability of product or the pricing that affects outstanding orders, Renesas will notify the purchaser of the corrected version. The purchaser may then decide to accept the corrected version or cancel the order. In case of cancelation Renesas will credit or reimburse the amount of the charges already paid, as the case may be.
- Renesas reserves the right to change these Terms and Conditions for Renesas Shop without notice. Such changes may include prices. The purchaser is responsible for reviewing these Terms and Conditions prior to accessing, using, or interacting with the Renesas Shop website or placing orders. In the event that a change or update is made to these Terms and Conditions, the modification date and version number will be updated accordingly. Renesas may in its discretion notify the purchaser of any changes of these Terms and Conditions by e-mail to the e-mail-address provided during registration. The purchaser may choose not to receive any such e-mails.
- All prices are in Euros and net of any VAT, which will be added to the purchase price. Unless otherwise set out all prices are stated for delivery ex works and do not include shipping cost, packaging cost, governmental licenses, duties, tariffs, taxes or other public fees. Any such cost may be added to the invoice and must be pre-paid. In relation to any applicable VAT Renesas may apply the reverse charge mechanism as applicable.
- All Renesas invoices shall be immediately due for payment (but at the latest 30 days of the date of invoice). Payment must be made without any deductions. Except as otherwise provided on the Renesas Shop website, the payment methods offered by Renesas Shop are credit and debit card payments using MasterCard, VISA and Maestro. Payments must be made in Euros (EUR) or British Pounds (GPB). Payments are processed by a third party payment provider. Renesas may cancel the order or withhold any delivery as long as payment is not possible or confirmed.
- If the purchaser is in default Renesas shall be entitled to charge interest at the applicable statutory rate under the governing law.
- All products shall remain the property of Renesas until all Renesas claims from orders in the Renesas Shop have been settled.
- Renesas Shop might accept authorised Renesas vouchers. In order to redeem a voucher the purchaser will be required to enter the unique voucher code in connection with the ordering process. If the voucher code is valid, a price reduction will be applied during checkout. If the voucher code is not entered into during the ordering process, the voucher is not honoured. Any later application of the voucher is not possible. Vouchers cannot be combined with other discounts, promotional offers or similar. If products are returned by the purchaser and such return is approved by Renesas, Renesas will refund the price of the returned product(s) less a proportionate share of the price reduction that was applied to the purchaser’s relevant order.
- Delivery and shipment dates indicated in connection with any products on Renesas Shop, an order receipt or order confirmation are estimates only and do not represent fixed or guaranteed delivery dates. Force majeure events such as war, natural disasters, earthquakes, industrial disputes, strike or similar which are unforeseeable, unavoidable or otherwise beyond Renesas’ reasonable control or for which Renesas is not responsible shall release Renesas for the duration of their effects from the duty of timely delivery of the products. Agreed delivery times shall be extended for the duration of the force majeure event and the effects thereof. The purchaser shall be appropriately informed of the occurrence of such event and its consequences. Renesas is entitled to provide partial deliveries unless this is not reasonably acceptable for the purchaser.
- To the extent Renesas is responsible for shipment of the products, risk shall transfer to the purchaser upon handover of the products to the carrier company or, at the latest, when the products are handed over to the purchaser. If delivery or handover are delayed due to reasons for which the purchaser is responsible risk shall transfer to the purchaser on the date Renesas notifies the purchaser that the ordered products are ready for shipment.
- Shipment shall be on an appropriate shipment method and carrier each as determined by Renesas, using the customary packaging and at the purchaser's cost unless otherwise indicated in Renesas Shop in connection with the relevant product. Availability of shipping methods is dependent on the destination country and may vary.
- If a product is out of stock at time of order placement or order processing, the purchaser may elect to add the product to a wish list. Renesas will endeavour to inform the purchaser once the product is available again. This is not considered a binding order or reservation. Depending on product availability Renesas may deliver products by one or more shipments. Except as otherwise provided on the Renesas Shop website, each shipment or additional costs for several shipments might be charged separately.
- Specifications, Warranty
- Renesas warrants to the purchaser that the products will be free from defects in material and workmanship, conform to Renesas’ specifications and will be free from third party rights. Products are intended for evaluation and testing purposes. Renesas is not responsible or liable for any defects in the products caused by normal wear and tear, misuse, static discharge, abuse, vandalism, neglect, improper handling, installation or shipment, unauthorized repair, alteration or accident or damage due to the elements or similar causes not within the control of Renesas or its suppliers. Any returned products electrically or mechanically destroyed by the purchaser or third parties will not be covered by the warranty. Any modification of products by the purchaser shall invalidate the above warranty.
- Drawings, illustrations, weights or other product information provided in Renesas Shop, in catalogues, pricelists or other promotional material of Renesas do not constitute a guaranteed specification.
- Upon receipt of the products delivered by Renesas, the purchaser shall immediately inspect the products for any obvious defects and notify any such defects to Renesas. Any other defects revealed thereafter must be immediately notified, but in any event not later than within then days of being revealed by the purchaser. Renesas will accept products for warranty claim verification only when returned by the purchaser in a condition that allows for suitable inspection and testing by Renesas.
- If a product is defective Renesas shall be entitled at its discretion to either repair the product or to supply a replacement product at no cost for the purchaser. If Renesas is not able to repair or replace the product, Renesas will reimburse the purchase price paid for the relevant product against return of the product to Renesas. If the purchaser is entitled to return the product this shall take place following consultation with Renesas in accordance with Renesas instructions. Place of performance for the removal of defects is the place where Renesas is registered. If the product is not defective, the purchaser shall bear any costs for transport and inspection by Renesas incurred due to a false warranty claim.
- The limitation period for claims for defects shall be one year from the delivery of the products. Claims in tort arising from a defect in the products shall be time-barred within one year from statutory commencement of the statutory limitation period. In the event of any liability for breach of secondary or pre-contractual obligations in tort but not due to any defect in the products, purchaser's claims shall be time-barred two years from the point of knowledge or grossly negligent lack of knowledge of the circumstances giving rise to the claim and of the party liable to pay the claim. Claims of damages for personal injury, property damage or injury to health, for the intentional or grossly negligent breach of obligations and for maliciously concealed defects shall be time-barred in accordance with statutory provisions.
- Renesas liability for slight negligent breach of material obligations shall be limited to the amount typically foreseeable at the time of the conclusion of the contract. Renesas accepts no liability for the slightly negligent breach of any other obligations, except has otherwise set out herein.
- Renesas liability for gross negligence and intent, any malicious concealment of a defect, guarantees, bodily injury or dead and any mandatory statutory provisions of the governing law, including German Product Liability law, shall remain unaffected.
- The purchaser’s obligations to prevent and mitigate any damages shall remain unaffected.
- Product Liability
- If the purchaser sells the products purchased from Renesas, the purchaser shall indemnify Renesas from product liability claims of third parties if the purchaser is responsible for the defect giving rise to liability.
- If the purchaser sells the products supplied or products which were manufactured using the products such sales shall be so documented that customers can be identified. The purchaser hereby undertakes to obligate its customers accordingly provided documentation is possible and reasonable for them.
- In the defence of any product liability claims the purchaser shall support Renesas in any reasonable manner. In particular, the purchaser shall provide Renesas upon request with necessary information regarding the nature and manner of processing the products of Renesas and regarding the proportion of products supplied by Renesas in the products manufactured by the purchaser.
- The purchaser shall inform Renesas immediately regarding any defects, product failures, safety incidents, unusual product behaviour or other risk that it becomes aware of in relation to Renesas products.
- Intellectual property and trade mark rights
- The products are subject to Renesas’ intellectual property rights, including in particular without limitation patent, trademark, design or copyrights.
- Any software provided hereunder or in connection with the product is subject to the license terms included in the product in electronic format or otherwise, or as delivered with the product packaging. Software may be subject to physical or logical copyright protection mechanism including dongle protection or registration requirements that might require provision of additional information by the purchaser.
- Should the purchaser be the subject of claims as a result of infringement of intellectual property rights or copy rights or applications thereof on the basis of products supplied by Renesas the purchaser shall inform Renesas immediately and regularly regarding all matters relating to any such claim and in particular shall provide Renesas with necessary information and documentation.
- Return rights
Purchaser may return the delivered products within two weeks of delivery for refund subject to the following conditions. Software products may not be returned. Any return will be subject to an administration charge of 10 Euros or as otherwise indicated in the Renesas Shop that will be directly withheld from any refund amount. Return of a product under this clause is only permitted if the item is unused and in the original packaging. Return must be made in accordance with instructions provided by Renesas. Postage and packaging for return is the responsibility of the purchaser. Renesas might reject any return that requires payment for postage or packaging by Renesas. Alternatively, Renesas may deduct any such amounts from the refund amount.
- Export control
Renesas accepts only orders for delivery to those countries listed in the Renesas shop. All orders of international origin or destination are subject to applicable export control laws, restrictions and regulations. The purchaser shall comply with all such applicable export control laws, restrictions and regulations. The purchaser shall not, directly or indirectly, sell, export, transfer, forward, assign, use or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions and regulations. The purchaser is responsible for obtaining any governmental license or other official authorization that may be required to export, re-export or import Products. The purchaser shall not use any products delivered by Renesas for military applications, such as conventional, biological, chemical or nuclear weapons. Renesas reserves the right to screen the purchaser against export control sanctions lists and to a high risk control check. In case of uncertainties or indications of non-permitted usage, Renesas will cancel the order. Payments made will be refunded.
Customer shall ensure appropriate disposal of the products in accordance with the applicable laws at its own cost.
- Customer data
- Data provided by the purchaser will be used and stored to enable Renesas to perform all the tasks needed to process any order. Data may be used in particular to verify compliance with these Terms and Conditions. This may necessitate data already in the possession of Renesas and its group companies being combined with the data provide by the purchaser.
- Renesas may share data with or forward data to other Renesas group companies (Renesas Affiliates) and to their distribution partners (Distribution Partners). For more information on Renesas Affiliates see here. For more information on Renesas Distribution Partners see here. This may include the transfer and processing of personal data outside the European Union, provided, however, that Renesas will ensure the adequate protection of personal data by any Renesas Affiliate or Distribution Partner in accordance with the applicable laws.
- If the purchaser have given its consent, Renesas, Renesas Affiliates and Distribution Partners may use the purchaser's data to provide the purchaser with information on Renesas products, solutions and services that may be of interest to them, or for statistical purposes and the conducting of market research. This may include in particular distribution of e-newsletters, information and updates on new products, solutions and services, invitations to events and participation in customer satisfaction surveys. To the extent permitted by law, Renesas might also inform the purchaser about Renesas products by post.
- The purchaser may at any time withdraw its consent regarding the use of personal data for marketing purposes either by e-mail to firstname.lastname@example.org or by post to Renesas Electronics Europe GmbH, Data Protection Officer, Arcadia Str. 10, 40472, Düsseldorf, Germany. From newsletters the entrants may withdraw by using the unsubscribe link provided in the newsletter.
- These Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter hereof.
- No waiver by Renesas 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 these Terms and Conditions are declared to be invalid or unenforceable, it will not impact any other provision of these Terms and Conditions, all of which will remain in full force and effect.
- No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Renesas.
- 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.
- If these Terms and Conditions are made available in one or more other languages, the English version of these Terms and Conditions shall prevail.
- In respect of legal relationships between Renesas and the purchaser the laws of the Federal Republic of Germany apply with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- Legal venue for all legal disputes arising directly or indirectly from this contract is Düsseldorf. Renesas is also entitled to file claims against the purchaser at the latter's general legal venue.
Version 1.0, 1 November 2015 [End]