SELLER TERMS AND CONDITIONS OF SALE

These Seller Terms and Conditions of Sale (“Terms”) shall apply to any sale of products (“Products”) purchased through the Arduino online store (the “Store”). These Terms apply to Customers purchasing Products in North America, South America, Asia and the Middle East. Customer represents and warrants that Customer has read, understood and agreed to be bound by these Terms, along with the Privacy Policy and the Terms and Conditions. “Customer” means you individually and any person acting as your agent, under your authority, or with your permission and, if you are accepting these Terms on behalf of a company or other legal entity, that legal entity.

To the extent that any terms or conditions in the Privacy Policy or the Terms and Conditions are inconsistent with or conflict with these Terms, these Terms shall control, except to the extent that the Privacy Policy or the Terms and Conditions expressly states that these Terms are to be overridden or modified. Notwithstanding Customer’s agreement to these Terms, Customer acknowledges and agrees that Customer is also bound by the Terms and Conditions, including the mandatory Arbitration Agreement (for Customers in the U.S.) and governing law provisions contained therein, which Terms and Conditions are expressly incorporated herein by reference. 

This is a legal agreement. By placing an order on the Store, Customer is accepting and agreeing to these Terms. Customer represents and warrants that Customer has the right, authority, and capacity to accept and agree to these Terms. Customer represents that Customer is of sufficient legal age in Customer’s jurisdiction or residence to purchase and use the Products and to enter into these Terms. If Customer cannot make these representations or does not agree with any of the provisions of these Terms, Customer should not purchase any Products.

Arduino uses Shopify to provide order processing and fulfillment services for purchases made through the Store. By placing an order through the Store, Customer acknowledges and agrees that Customer’s order and related information will be processed by Shopify, and Customer accepts and agrees to be bound by Shopify’s Terms of Service and acknowledges Shopify’s Privacy Policy. For more information, please review Shopify’s Terms of Service and Shopify’s Privacy Policy. 

1. CUSTOMER ORDER.

Customer’s order constitutes an offer to purchase Products from Arduino, LLC (“Arduino”). Arduino shall not be deemed to have accepted any order (or any portion thereof) of Customer with respect to any Products until Arduino dispatches such Products to the carrier for delivery to Customer as provided herein. Arduino’s acceptance of any order for Products is based upon the express condition that Customer accepts and agrees to be bound by all of these Terms. Customer’s placement of an order for Products shall constitute Customer’s assent to these Terms. These Terms shall constitute the entire agreement and understanding of Arduino and Customer with respect to the transactions contemplated hereby, unless as otherwise provided in these Terms or the Terms and Conditions. These Terms shall control irrespective of any inconsistent or additional terms and conditions, whether printed or otherwise, set forth in any communication from Customer to Arduino, or which otherwise would be deemed established by any course of dealing, course of performance or usage of trade, unless otherwise provided herein or specifically agreed to in writing as a waiver or modification signed by an officer of Arduino.

2. ORDER ACKNOWLEDGMENT; INVOICES.

Upon receipt of an order for Products, Arduino may, at its option, acknowledge such receipt by providing to Customer an acknowledgment (“Order Acknowledgment”). No Order Acknowledgment shall be deemed to constitute Arduino’s acceptance of such order or any portion thereof; such acceptance shall only occur as provided in Section 1 hereof. To the extent that any terms and conditions set forth in any Order Acknowledgment or in any invoice (“Invoice”) delivered by Arduino to Customer in connection with any sale of Products are different from, inconsistent with or in addition to these Terms, such terms and conditions, together with those herein which are not different from or inconsistent with those in such Order Acknowledgment or Invoice, shall control and constitute the entire agreement and understanding of the parties with respect to the transactions contemplated thereby.

3. PRODUCT CHANGES.

Arduino expressly reserves the right, at any time and without notice, to discontinue the production or change the specifications of any Product in its sole discretion and without regard to outstanding orders. If the discontinuation results in the unavailability of the Product ordered or the change in specifications results in a material degradation of the Product’s features or functionality, the Customer may elect to cancel the order. Otherwise, any such discontinuation or change in specifications shall not affect any order of such Product by Customer.

4. PRICES AND PAYMENT.

Prices and promotions are subject to change, but such changes will not affect any order that has already been placed and confirmed by Arduino. Arduino strives to ensure accurate pricing and Product information, but errors may occur. In the event an error impacts Customer’s order, or a Product ordered is no longer available, Arduino will either contact Customer for instructions or cancel Customer’s order. 

Arduino accepts most major credit cards and debit cards, as well as other forms of payment (such as PayPal and Shop Pay) as shown on the website. Arduino does not accept cash or checks. Arduino uses an encrypted and secure payment mechanism to help protect the security of Customer’s payment information. Except as and where required by law, Arduino will not be responsible for any loss Customer may suffer resulting from a third party’s unauthorized use of any information provided. 

The Customer’s payment method will be charged at the time Arduino accepts Customer’s order, and Arduino will send Customer an electronic order confirmation. All orders must be paid in full, including shipping, prior to Arduino’s delivery of the Products to the carrier. Arduino reserves the right to suspend delivery and performance until full payment is received. If Arduino does not receive payment and Customer has already received the Products, the Customer must either: (a) pay for the Products within fifteen (15) calendar days; or (b) return the Products, unused and in original condition, within the same timeframe. 

Nothing in this Section 4 affects the Customer’s option to initiate a return according to the terms set forth in Section 8.

5. TAXES.

Except as required by applicable laws, prices do not include, and Customer shall be solely responsible for paying, any sales or other tax or other government charge or assessment upon the sale, shipment, production or use of Products ordered or sold hereunder, unless Customer provides Arduino with a valid and correct tax exemption certificate. To the extent Customer is required by applicable law to withhold income taxes from any payments due to Arduino, then the amount due to Arduino in respect to such payment shall be reduced by the amount of such income tax withholding; then Customer will deliver to Arduino an income tax withholding certificate or similar documentation reasonably satisfactory to Arduino evidencing payment of any such income tax withholding.

6. DELIVERY.

Arduino shall attempt in good faith to effect delivery approximately in accordance with the instructions set forth in Customer’s order or approximately on such other schedule as Arduino may provide to the Customer in any Order Acknowledgment or other response to an order, but all delivery dates provided by Arduino are estimates only and Arduino shall not be responsible or liable for any delays or failure in such delivery. Arduino expressly reserves the right to effect delivery of Products ordered in any number of separate shipments. Subject to Customer’s instructions as to carrier, delivery shall be effected using such modes of transport and such carriers as Arduino shall deem appropriate. During any period of shortage of any Product, Arduino shall have the right to allocate its supply of such Product among its customers, including Customer, pursuant to their respective orders and contracts in any manner Arduino deems appropriate.

7. INSPECTION BY CUSTOMER; CLAIMS FOR DAMAGE IN TRANSIT.

Customer shall carefully examine all deliveries of Products made hereunder and within five (5) calendar days of receipt notify Arduino of any alleged error, shortage, defect or non-conformity of any such Products. Any failure by Customer to examine and report within such period shall be deemed as Customer’s acceptance of Products and shall constitute a waiver of any claim or right of Customer against Arduino arising hereunder or by law with respect to any such error, shortage, defect or non-conformity reasonably discoverable by such examination. Any and all claims by Customer for damage or loss in transit shall be made by Customer against the carrier.

8. RETURNS.

1. Allowable Period. Arduino will accept returns on a very limited basis. Arduino does not accept returns for digital items (e.g., software, subscriptions, audio, video, PLC keys, etc.). For any electronic items (e.g., boards, modules, shields, carriers, etc.), Arduino accepts returns only within thirty (30) calendar days from the date of Customer’s receipt of the Products (“Return Period”). For non-electronic items (e.g., cases, storage boxes, organizers, etc.), Arduino accepts returns only of unopened items within the Return Period. If Customer purchased the Product from somewhere other than the Store, please contact that reseller directly to return the Product.

2. Process. To initiate a return, Customer must inform Arduino of Customer’s decision within the Return Period by contacting Arduino Support (as defined below) and clearly stating Customer’s desire to return the Product. Arduino customer service will provide Customer with a written return material authorization (“RMA”) that must be included with Customer’s return shipment to Arduino so that Arduino can identify Customer’s shipment and return address. Customer shall arrange to have the return shipped back to Arduino and Customer shall be responsible for any return shipping costs. To receive a refund, Customer must return Customer’s Product (and any promotional merchandise supplied with the Product) with the RMA within the fourteen (14) calendar days following the day on which Customer notifies Arduino Support that Customer desires to return Customer’s Product. If a Product consists of several parts, Customer must return all parts of the Product in order to obtain a refund. Products returned under this Section 8 must be received by Arduino in a resalable condition, which means the Product has no sign of use, wear and tear, cosmetic damage, or any other damage.

3. Packaging. Customer must keep the original packaging and use it to repack a Product for return.

4. Unauthorized Returns. Any return made by Customer without an RMA from Arduino will be considered an unauthorized return (“Unauthorized Return”). Unauthorized Returns will not be subject to a refund or credit by Arduino. Customer has the sole responsibility to arrange shipment of the Unauthorized Return from Arduino back to Customer. Customer assumes all shipping and handling charges for any Unauthorized Return.

5. Defective Items. If a Product was defective when received, Customer should contact Arduino Support and clearly explain how the Product is defective. Arduino Support will provide Customer with an RMA that must be included with Customer’s return shipment to Arduino so that Arduino can identify Customer’s shipment and return address. Customer shall arrange to have the return shipped back to Arduino. To receive a refund of the purchase price and shipping fees, Customer must return Customer’s Product (and any promotional merchandise supplied with the Product) with the RMA within the fourteen (14) calendar days following the day on which Customer notifies Arduino Support that Customer desires to return Customer’s Product. If a Product consists of several parts, Customer must return all parts of the Product in order to obtain a refund. The remedy set forth in this Section 8(v) constitutes Customer’s sole and exclusive remedy and Arduino’s sole and exclusive liability for any defective Product. 

9. SOFTWARE LICENSE.

If a Product includes any Arduino-provided software, including program code together with applicable technical documentation made available by Arduino from time to time (collectively “Software”), Customer acknowledges that, in addition to these Terms, the Software may be subject to additional terms and conditions as set forth in the Terms and Conditions or other license agreements (“Additional Terms”). The Additional Terms, if any, shall control and govern all such licensed Software use to the extent necessary to resolve any conflict with these Terms. Subject to the terms of such Additional Terms, all rights not expressly granted herein are reserved, and all other uses of the Software are subject to these Terms as well as the payment of any applicable Software license fees, including fees for specific Software functionalities, as identified by Arduino in writing.

10. INTELLECTUAL PROPERTY.

All intellectual property rights relating to the Products, including any embedded or accompanying Software, designs, patents, trademarks (registered or not), trade names, logos, trade secrets, and any other intellectual property asset (collectively, the “IP”), are and shall remain the exclusive property of Arduino, its Affiliates (as defined below) and/or its licensors and suppliers.

The sale of any Product does not grant the Customer any right, title, or interest in or to any of the IP in or to such Products, except for the limited, non-exclusive right to use the Product for its intended purpose, and subject to compliance with these Terms. 

Neither Arduino, nor any of its Affiliates delivering the Software, the Products or any other Arduino offerings, or portion thereof hereunder, is authorized to sell or license any Arduino offering or any portion thereof under the patents of any Arduino Affiliates. Accordingly, neither the license or provision of the Software, Products or other Arduino offerings or any portion thereof by Arduino or any Arduino Affiliates, nor any provision of these Terms, shall be construed as to grant to Customer, either expressly, by implication by way of estoppel, or otherwise, any license or other right under any of such patents of Arduino or any Arduino Affiliates. Customer and (as applicable) its affiliates, agree not to contend in any context that, as a result of the provision or use of the Software, the Products or any other Arduino offering, or any portion thereof, Arduino or any Arduino Affiliate has any obligation to extend, or that Customer or any other party has obtained any right to, any license, whether express or implied, with respect to, any patent of Arduino or any Arduino Affiliates, for any purpose.

The term “Affiliate” means, with respect to Arduino, any corporation or other legal entity that, at any time, directly or indirectly, Controls, is Controlled by, or is under common Control with Arduino (but only as long as such Control exists). For the purpose of this definition, the term “Control” means: (a) the beneficial ownership (whether direct or indirect) of more than fifty percent (50%) of the voting power of an entity; or (b) in the case of an entity that does not have outstanding voting shares or securities, the majority (i.e., more than fifty percent (50%)) of the equity interests in such entity is now or hereafter owned or controlled by another entity, either directly or indirectly.

11. RESTRICTIONS ON USE.

Customer agrees that it shall not directly or indirectly: (i) modify, enhance, adapt, translate, make improvements to, create derivative works based upon, disassemble, decompile, reverse engineer, reduce to any human or machine readable form, or circumvent any technological measure that controls access to or permits derivation of the source code of, the Software or any part thereof; (ii) reverse engineer the Products, any part thereof, or any composition made using the Products; (iii) rent, lease, sell, transfer, assign, or sublicense the rights granted hereunder, except in connection with the rental, lease, sale or transfer of the entire Product; (iv) copy any part of the Software except for one (1) complete copy thereof for archival and/or back-up purposes, or as otherwise expressly authorized by Arduino in writing; (v) change, distort, or delete any patent, copyright, trademark, trade name, service mark, logo or other proprietary notices which appear in writing on or in a Product (or in any copies of Software); (vi) operate or make use of the Products in any way violative of applicable laws and regulations; (vii) use the Products, Software or other Arduino offerings to identify or provide evidence to support any potential patent infringement claim against Arduino, its Affiliates, or any of Arduino’s or its Affiliates’ suppliers and/or direct or indirect customers; and/or (viii) take or permit any other action which could impair Arduino’s rights, or damage the image or reputation of quality inherent in the Products, Software, Arduino’s business, reputation, intellectual property or other valuable assets or rights. If Customer rents, leases, sells or otherwise transfers the entire Product to a third party, Customer agrees that it will require such third party to be bound by Section 9 (Software License), Section 11 (Restrictions on Use), and Section 16 (Arduino’s Trademarks) hereof as a condition of such rental, lease, sale or other transfer.

12. SUPPORT.

For any Customer problems with Products, Customer may contact the Arduino support team (“Arduino Support”) via the web form. 

13. LIMITED WARRANTY AND DISCLAIMERS.

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS PROVIDED IN SECTION 8(V) (DEFECTIVE ITEMS), THE PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUPPORT OR OTHER SERVICES PROVIDED DO NOT GUARANTEE PROPER OPERATION OF THE PRODUCTS OR SUCCESSFUL USE THEREOF AND ARDUINO SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING OUT OF OR RELATING TO THE PERFORMANCE OR NON-PERFORMANCE OF SUCH SUPPORT OR SERVICES.

14. FORCE MAJEURE. 

Arduino shall not be liable or responsible, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms due to any cause which is unavoidable or beyond Arduino’s reasonable control and which prevents, impairs or adversely affects in any way Arduino’s performance under any order, including but not limited to war, fire, flood, natural disaster, pandemic or other public health emergency, strike, labor dispute, act of God, governmental action, civil disturbance, accident, or inability to obtain or use materials, labor, equipment, facilities or transportation.

15. LIMITATIONS OF LIABILITY.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ARDUINO OR ITS AFFILIATES, DIVISIONS, PARENTS, SUBSIDIARIES, MANUFACTURERS, SUPPLIERS OR LICENSORS (AS THIRD PARTY BENEFICIARIES), INCLUDING WITHOUT LIMITATION THEIR PAST, PRESENT, AND FUTURE AGENTS, ASSIGNS, ATTORNEYS, CONSULTANTS, CONTRACTORS, DIRECTORS, EMPLOYEES, INSURERS, OFFICERS, AND REPRESENTATIVES BE LIABLE FOR DIRECT DAMAGES OR OTHER LOSSES OR LIABILITIES DIRECTLY RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE USE OF THE PRODUCTS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, EXPRESS OR IMPLIED WARRANTY, TORT, PRODUCT OR OTHER STRICT LIABILITY, TRADE PRACTICES, OR OTHERWISE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN EXCESS OF THE ACTUAL AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT(S) THAT DIRECTLY GAVE RISE TO THE DAMAGES OR OTHER LOSSES OR LIABILITIES CLAIMED.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ARDUINO OR ANY OF ITS AFFILIATES, DIVISIONS, PARENTS, SUBSIDIARIES, MANUFACTURERS, SUPPLIERS, OR LICENSORS (AS THIRD PARTY BENEFICIARIES), INCLUDING WITHOUT LIMITATION THEIR PAST, PRESENT, AND FUTURE AGENTS, ASSIGNS, ATTORNEYS, CONSULTANTS, CONTRACTORS, DIRECTORS, EMPLOYEES, INSURERS, OFFICERS, REPRESENTATIVES, SHAREHOLDERS, OR SUCCESSORS, NOR ANY PARTY INVOLVED IN THE CREATION OR PRODUCTION OF THE PRODUCTS BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW; CUSTOMER SHALL REFER TO LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

ANY PROVISIONS CONCERNING THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES IN THESE TERMS ARE NOT APPLICABLE IN NEW JERSEY WITH RESPECT TO PUNITIVE DAMAGES, LOSS OF DATA, AND LOSS OF OR DAMAGE TO PROPERTY. 

16. ARDUINO’S TRADEMARKS.

Certain trademarks, trade names, service marks and logos used on or in association with the Products are registered and unregistered trademarks, trade names and service marks of Arduino and its Affiliates. Neither Customer nor anyone else is granted by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos without the written permission of Arduino.

17. MODIFICATION.

Except as expressly provided herein, these Terms may not be modified, terminated, or repudiated, in whole or in part, except by a writing executed by an authorized officer of Arduino. 

18. EXPORT COMPLIANCE.

Customer’s purchase is solely for Customer’s own use, and not for resale, export, re-export or transfer to any third parties. Customer shall comply with all applicable laws, rules and regulations with respect to use of the Product, including U.S. and other applicable sanctions, export, and import controls law and regulations, including those applicable to Arduino only. In connection with the performance of obligations under this agreement, Customer (i) will comply with all applicable sanctions, export, and import control laws and regulations, including by obtaining any required U.S. or other country licenses, authorizations, or approvals; and (ii) will not engage in any activity that would reasonably be expected to cause Arduino to violate any applicable sanctions, export, or import control laws and regulations. Without limiting the foregoing, Customer will not directly or indirectly transfer, export, re-export, or release the Product (a) to any country or territory, or any government of or person located, organized, or resident in such country or territory, if at the time of such transfer, export, re-export, or release the country or territory is subject to comprehensive sanctions imposed by the U.S. or other applicable governmental authority, absent applicable government authorization, or the country or territory is one with which Arduino has decided not to engage due to significant corruption, financial crime, terrorist financing, political, and business risks (i.e., Belarus, Cuba, Iran, North Korea, Russia, and the Crimea and other regions of Ukraine controlled by the Russian Federation); (b) to any person that is subject to restrictions under U.S. and other applicable sanctions, export, and import controls law and regulations; or (c) in violation of U.S. and other applicable sanctions or export controls laws and regulations. Arduino reserves all rights and remedies to enforce these restrictions, including injunctive relief, damages, and cancellation/termination of Customer’s purchase.  

Customer agrees not to sell, export or re-export, transfer, or otherwise make available or enable access to the Products, directly or indirectly, to the Russian Federation or Belarus, or for use in the Russian Federation or Belarus, to the extent any of the Products fall under the scope of Article 12g of Council Regulation (EU) No. 833/2014 or Article 8g of Council Regulation (EC) No. 765/2006 (each as in force and amended from time to time). If Customer breaches this obligation, such breach shall be considered material and Arduino shall be entitled to seek appropriate remedies, including (without prejudice to any other right or remedy available to it) stopping deliveries, terminating the applicable contract(s) and/or damages.

Customer warrants that it is not: (i) listed on a prohibited or restricted party list published by the U.S. or other applicable government authority; (ii) located, organized or resident in a country or territory where the U.S. or other applicable governmental authority imposes comprehensive sanctions, or in a country or territory with which Arduino has decided not to engage due to significant corruption, financial crime, terrorist financing, political, and business risks (i.e., Belarus, Cuba, Iran, North Korea, Russia, and the Crimea and other regions of Ukraine controlled by the Russian Federation); or (iii) owned (50% or more in the aggregate) or controlled, directly or indirectly, by a person or entity described in clauses (i) or (ii).

Any Product sold in violation of U.S. and other applicable sanctions, export, and import controls cannot be serviced or supported by Arduino and any warranty otherwise applicable to any such items is therefore void. Customer acknowledges that nothing in these Terms shall cause Arduino to take any action that would cause Arduino to violate applicable law.

19. WAIVER.

Any waiver by Arduino of the performance or breach of any provision hereof shall be in writing and executed by an authorized officer of Arduino, and no such waiver shall constitute a waiver of the subsequent performance or breach of the same or any other provision.

20. SEVERABILITY.

The invalidity or unenforceability, in whole or in part, of any provision or portion hereof shall not affect in any way the validity and enforceability of the remainder of such or any other provision or portion. Nothing in these Terms excludes or limits any statutory rights or warranties that are provided to consumers under applicable law, including any mandatory consumer warranties for electronic products and devices. If you are a consumer, you are entitled to the legal rights and remedies provided by law in your country of residence, and nothing in this provision or these Terms affects those rights.

21. DATA PROTECTION.

By placing an order for Products, Customer agrees and understands that Arduino may store, process and use personal data, including data collected from Customer’s order form for the purpose of processing Customer’s order and for other purposes in accordance with our Privacy Policy. Customer agrees to abide by all applicable data protection, privacy and security laws in connection with Customer’s use of the Products. Arduino works with other companies that help Arduino provide Products to Customer, such as freight carriers and credit card processing companies, and Arduino may have to share certain information with these companies for this purpose.

22. QUESTIONS

If Customer has any questions, comments or complaints regarding these Terms, please fill out this form.