THIS IS A LEGAL AGREEMENT. BY PLACING AN ORDER FOR ON THE ARDUINO STORE, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS & CONDITIONS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS & CONDITIONS. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO PURCHASE AND USE PRODUCTS AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS & CONDITIONS, YOU SHOULD NOT PURCHASE THE PRODUCTS.
- CUSTOMER ORDER. A 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 the Terms set forth herein. Customer’s acceptance of delivery of, or payment for, any Products shall constitute Customer’s assent to such Terms. The Terms shall constitute the entire agreement and understanding of Arduino and Customer with respect to the transactions contemplated hereby. Such 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.
- ORDER ACKNOWLEDGMENT; INVOICES. Upon receipt of an order for Products, Arduino may, at its option, acknowledge such receipt by providing to Customer an “Order Acknowledgment”. No such 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 such Order Acknowledgment or in any invoice delivered by Arduino to Customer in connection with any sale of Products hereunder (“Invoice”) are different from, inconsistent with or in addition to the Terms herein, 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.
- PRODUCT CHANGES. Arduino expressly reserves the right, at any time and without notice, to discontinue the production or change the specifications of any product, and no such change in specifications shall affect any order of such product by Customer.
- PRICES AND PAYMENT. All prices are subject to change, at any time and without notice, to Arduino’s prices prevailing for its Products at the time of shipment. Unless otherwise indicated in writing by Arduino, prices are EXW Arduino’s place of manufacture or distribution of its Products. Prices do not include any standard service charges of Arduino which may be applicable to sales of its Products to the Customer, all of which Customer shall pay. Customer shall also pay and be exclusively liable for all costs of shipping, delivery, insurance and the like after Arduino has effected delivery of the Products to the carrier. All orders must be paid in full, including shipping, prior to delivery by Arduino to the carrier, in cash in United States Dollars. Arduino reserves the right to suspend delivery and performance until full payment is received. Customer shall not set off against or deduct from any amounts due to Arduino hereunder all or any part of any amounts owed or alleged to be owed by Arduino to Customer or any damages or losses which Customer may have sustained or allege to have sustained as a result of any breach or alleged breach by Arduino or any obligation of any kind to Customer (whether or not arising hereunder or in connection herewith).
- TAXES. Prices do not include any tax or other government charge or assessment upon the sale, shipment, production or use of Products ordered or sold hereunder. Customer shall be solely responsible for, and shall pay to Arduino upon demand by Arduino, any such tax, charge or assessment (other than any such tax on or measured by Arduino’s income).
- TITLE AND RISK OF LOSS. Title to all Products supplied hereunder shall pass to Customer when delivered to the carrier and thereafter, except as otherwise specifically provided herein, all risk of loss and/or damage to any Products ordered hereunder shall be borne by Customer.
- 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 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. Arduino shall in no event be responsible or liable for any delay or failure to effect delivery 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, strike, labor dispute, act of God, governmental action, civil disturbance, accident, or inability to obtain or use materials, labor, equipment, facilities or transportation; in such cases, Arduino shall have the right, at its option, without penalty or any liability for breach, to terminate all or any part of any order or to reschedule delivery within a reasonable time.
- INSPECTION BY CUSTOMER; CLAIMS FOR DAMAGE IN TRANSIT. Customer shall carefully examine all deliveries of Products made hereunder and within five (5) 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 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.
- RETURNS. (i) Allowable Period. Arduino will accept returns on a very limited basis. For any electronic items, Arduino accepts returns only within thirty (30) calendar days from the date of Customer’s receipt of merchandise, subject to a 10% restocking fee. For non-electronic items, Arduino accepts returns only on unopened items within thirty (30) calendar days from the date of Customer’s receipt of merchandise, collectively the (the "Cancellation Period"). If you purchased the Product from somewhere other than the Store, please contact that reseller to obtain a refund.(ii) Process. To initiate a return, you must inform us of your decision within the Cancellation Period by contacting Arduino customer support and clearly stating your desire to return the Product. Arduino customer service will provide you with a written return authorization (‘RMA’) that must be included with your return shipment to Arduino so that Arduino can identify your shipment and with a return address. Customer shall arrange to have the return shipped back to Arduino. To receive a refund, you must return your Product (and any promotional merchandise supplied with the Product) with the RMA within the 14 days following the day on which you notify Arduino customer support that you desire to return your 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 9 must be received by Arduino in a “resalable condition”. “Resalable condition” means the Product has no sign of: use, wear and tear, cosmetic damage, or any other damage.(iii) Packaging. Customer must keep the original packaging and use it to repack a Product for return.(iv) Unauthorized Returns. Any return made by Customer without a written return authorization 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.
- SOFTWARE LICENSE. If a Product includes any Arduino-provided software, including but not limited to program code together with applicable technical documentation made available by Arduino from time to time (collectively “Software”), Customer acknowledges that the Software is subject to additional terms and conditions as set forth in executable or electronic license agreements (“Other Agreements”). The Other Agreements, 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 license agreements, 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.
- 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 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; and/or (vii) take or permit any other action which could impair Arduino’s rights, or damage the image or reputation of quality inherent in the Products, Arduino’s business, reputation, intellectual property or other valuable assets or rights. In the event Customer rents, leases, sells or otherwise transfers the Products to a third party, Customer agrees that it will require such third party to be bound by Sections 10 (Software and Documentation), 11 (Restrictions on Use), and 16 (Arduino’s Trademarks) hereof as a condition of such rental, lease, sale or other transfer.
- SUPPORT. For any Customer problems with Products (“Problem”), Customer shall contact the Arduino Support team via the web form located at http://store-usa.arduino.cc/pages/contact-us-store-support.
- LIMITED WARRANTY AND DISCLAIMERS. As far as permitted by applicable law, the Store, and all content available on the Store, is 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 merchantability or fitness for a particular purpose unless otherwise noted by a Limited Warranty included with a Product.
14.1 OF CUSTOMER. Subject to the restrictions identified below, Arduino shall assume responsibility for any suit or proceeding brought against Customer which is based on a third party claim that an unaltered Product or any part thereof, furnished pursuant to these Terms infringes upon the third party’s registered copyright, trademark or patent; provided, however, that Arduino shall: (i) be given immediate notice in writing of the assertion of any such claim and of the threat or institution of any such suit or proceeding; (ii) have sole authority to investigate, defend and/or settle the claim, suit or proceeding; and (iii) be given any such assistance as required for the investigation, preparation, defense and settlement of the claim, suit or proceeding, subject to reimbursement by Arduino of Customer’s reasonable out-of-pocket expenses. This Section states Customer’s entire remedy, and Arduino’ entire liability subject to the limitations on liability set out in Section 13 (Limitations of Liability), for any such infringement or claim thereof, and shall control over any other conflicting or inconsistent provision in these Terms. Without the prior written consent of Arduino, Customer shall not incur any cost or expense in connection with such claim, suit or proceeding or make any admission, or enter into any agreement, in connection therewith. Arduino shall have no liability or obligation under this Section 12 for any infringement or claim thereof to the extent it is based upon: (a) production, sale or use of prototypes, outputs, or other results of the Products; (b) any method of using a Product other than methods inherent in, and necessary for, the operation of, the Product as supplied; (c) the use of any Product with any consumables, supplies, equipment, device or software not manufactured or supplied and certified by Arduino; (d) the use of any Product which has been modified by Customer or any third party without obtaining Arduino’s prior written authorization; (e) the result of Arduino’s compliance with any of Customer’s requested designs or specifications; and/or (f) Customer’s continued use of any Product after receipt of notice of infringement (collectively, “Exclusions”;).
14.2. OF ARDUINO. Customer shall defend, indemnify, and hold harmless Arduino and its affiliates, and their employees, officers, and directors, against any claim, suit or proceeding arising out of or relating to any Exclusions; provided that Customer shall not settle any claim or enter into any agreement that affects Arduino’s rights or interests without Arduino’s prior written consent; and that if Customer does not diligently defend against such claim, suit, or proceeding, Arduino shall be entitled to obtain its own legal counsel to direct the defense thereof at Customer’s sole cost and expense.
LIMITATIONS OF LIABILITY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, INCLUDING WITHOUT LIMITATION ARDUINO’S INDEMNIFICATION LIABILITY UNDER SECTION 14 (INDEMNIFICATION), IN NO EVENT SHALL ARDUINO OR ITS AFFILIATES, MANUFACTURERS, SUPPLIERS OR LICENSORS (AS THIRD PARTY BENEFICIARIES) 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 PRODUCTS, IF AND TO THE EXTENT SUCH DIRECT DAMAGES OR LOSSES EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT(S) THAT DIRECTLY GAVE RISE TO THE DAMAGES OR OTHER LOSSES OR LIABILITIES CLAIMED, 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.
Notwithstanding anything herein to the contrary, in no event shall Arduino or any of its respective officers, directors, employees, shareholders, affiliates, agents, successors or assigns, 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.
- 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.
- MODIFICATION AND CANCELLATION. Except as expressly provided herein, the terms and conditions hereof may not be modified, terminated, or repudiated, in whole or in part, except by a writing executed by an authorized officer of Arduino. Arduino may, at its option, treat any attempted modification, termination or repudiation to which it does not assent in writing as a breach of the entire agreement hereunder and recover from Customer all of Arduino’s damages, including without limitation special, indirect, consequential and incidental damages (“Damages”) resulting therefrom or arising in connection therewith. In the event that Customer (a) breaches any of the terms and conditions hereof, (b) becomes unable to conduct its normal business operations (including to meet its obligations as they mature) or the subject of any proceeding under any state or federal bankruptcy law or other law for the benefit of creditors or relief of debtors or (c) makes any assignment for the benefit of creditors, then Arduino may immediately (x) cancel or terminate any and all agreements with or obligations to Customer relating to sales of Products in whole or in such part as Arduino may deem expedient and (y) recover from Customer all of Arduino’s Damages resulting therefrom or in connection therewith.
- EXPORT COMPLIANCE. Customer shall comply with all applicable laws, rules and regulations with respect to use of the Product, abide by all applicable foreign trade/export restrictions or similar rules, and not transfer, export or re-export the Product to any country that violates any applicable export controls administered by the United States of America.
- 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.
- SEVERABILITY. The invalidity or unenforceability, in whole or in part, of any provision hereof shall not affect in any way the validity and enforceability of the remainder of such or any other provision.
- GOVERNING LAW. These terms and conditions and the transactions contemplated hereby shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, U.S.A., without regard to the choice-of-law principles thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement. Any action seeking legal or equitable relief arising out of or relating to these Terms will be brought only in the courts of the State of New York or the United States District Court for the District of New York.
- ELECTRONIC COMMUNICATIONS. You are communicating with Arduino electronically when you use the Store or send email to Arduino. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. When you order in the Store, we collect and store your email address. From that point forward, your email address is used to send you information about Arduino’s products and services unless you opt-out of such emails using the opt-out link in the emails.
- NOTIFICATIONS. Arduino may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Arduino account, hard copy, or posting of such notice on the Arduino website. Arduino is not responsible for any automatic filtering you or your network provider may apply to email notifications.
- Questions. If you have any questions, comments or complaints regarding these Terms or the Site or Apps, please fill this form.