1. General: Unless otherwise expressly agreed in writing, all offers, orders, shipments, uses of firmware, software, and hardware (“Products”), as well as third-party software provided (“Third Party Software”) are governed by these general terms and conditions (“General Terms and Conditions”). Any terms and conditions stipulated by the customer (“Customer”) which are different from the General Terms and Conditions shall apply only if expressly agreed by Velocity IoT  in writing. These General Terms and Conditions constitute the entire, complete and exclusive agreement between Velocity and the Customer (“the parties”). By taking delivery of Products or Third-Party Software or by using support or Data Services, Customer exclusively accepts these General Terms and Conditions.

2. Price: All prices and charges are exclusive of VAT, other taxes, withholding tax, duties, bank charges and fees. For accelerated delivery surcharges apply. Velocity reserves the right to modify prices for Products not yet shipped if supplier material or component prices have changed and shall notify the Customer thereof as soon as possible. Customer specific packaging is subject to extra charge. Shipment costs shall be charged by Velocity at Velocity’s standard rates if no valid account number with an express carrier/package delivery company is specified by Customer in the order.

3. Payment Terms: Payment is due at the time of purchase, unless otherwise stated on the invoice . All bank charges for wire transfer must be borne by the Customer. Payment shall be made without setoff, counterclaim, or other deduction save as required by applicable law. Nonpayment, set-off counterclaim or deduction by the Customer, save as required by applicable law, shall be deemed as a material breach by the Customer

4. Delivery / Risk: Delivery is FCA unless otherwise stated on the Invoice, Shipments are in multiples of minimum order quantity (“MOQ”) as applicable for each Product type. Late delivery shall not justify termination of the order. Partial delivery is allowed. Delivery times may be extended in the case suppliers extend delivery times or are no longer able to deliver. Velocity shall notify Customer of any extension. Velocity may suspend the delivery of an order i) for the time period during which the value of an order and any outstanding invoices are not covered by the Customer’s credit line as established by Velocity credit insurance on the shipment date or ii) if payments are overdue. Velocity may cancel a suspended order if the value of the order (together with any outstanding invoices) is not covered by Velocity’ credit insurance within a period of three (3) months after the originally confirmed delivery date. Velocity shall inform Customer prior to any cancellation of an order if the placement of an order is exceeding Velocity’s credit insurance limit.

5. Placement & acceptance of orders

• Neither party shall have any obligation to sell or purchase products unless the Customer issues a purchase order which is accepted by Velocity IoT, such issuance and acceptance being subject to the following terms:
• Any such purchase order shall recite the product type / ordering code, quantities, price, shipping address, request date,  end customer / region* and any special delivery requirements. 
• *If applicable, the end customer name and location is required in order for Velocity to pre-set the SIM profiles. 
• Order and line item minimums shall conform to the requirements of the current Velocity IoT pricing as specified on quote. Shipping information must include an address, contact name, email and phone number.
• All purchase orders issued must be sent to orders@velocityiot.io 
• Velocity IoT’s acceptance of each such purchase order shall be made by issuance of acknowledgement, in the form of an email notification, except that Velocity IoT may, at its opinion, refuse to accept any purchase order to the extent that:

(i) it contains items not listed in,or designates product specifications that deviate in any respect from respective specifications of the Products set forth in the quote.

(ii)  it contains any terms and conditions deviating from those specified in the agreement.

• Upon acceptance of the purchase order Velocity IoT will send the customer an invoice.
• Upon shipment of the product Velocity IoT will send a shipment notification which will include the following information: PO number and tracking number (when possible). 
• Shipping charges or freight charges and insurance will be paid by the customer. The customer may provide their shipping account number or the shipping/freight charges are prepaid and added to the customer’s invoice. Shipping charges may be invoiced after delivery of the product.
• All import licenses, duties, tariffs, taxes and brokerage fees will be the responsibility of the customer
• Cancellation / Returns- products ordered are non-cancellable and non returnable. If a product is found to be defective, contact support@velocityiot.io
• Late Payments. You shall pay to Velocity IoT all costs incurred by Velocity IoT on any past due amount from you, including all court costs, collection costs, and attorney’s fees.

6. Warranties: ALL PRODUCTS ARE SOLD ON AN “AS-IS,” “WHERE IS,” AND “AS-AVAILABLE” BASIS. Velocity agrees to transfer to you, at the time of sale, to the extent transferable, the warranties Velocity receives from manufacturers with respect to the Products sold by Velocity to you. COPIES OF SUCH MANUFACTURERS’ WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING Velocity.

7. Limitation of Liability: IN NO EVENT SHALL Velocity BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY PRODUCT, EVEN IF Velocity HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF Velocity RELATING IN ANY WAY TO ANY PRODUCT, ASSEMBLY SERVICE, OR VALUE-ADDED SERVICE EXCEED THE PURCHASE PRICE FOR THE PRODUCT (AND WITH RESPECT TO ASSEMBLY SERVICES AND VALUE-ADDED SERVICES, THE PRODUCT TO WHICH SUCH SERVICE RELATES), REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR THE PRODUCTS ARE BASED IN PART ON THESE LIMITATIONS, AND YOU FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8. Indemnification: Customer shall indemnify and hold Velocity harmless against any and all damages, liabilities, penalties, fines, costs, and expenses, including attorneys’ fees, arising out of claims, suit, allegations or charges of Customer’s failure to comply with the General Terms and Conditions.

9. Confidentiality: Unless a confidentiality agreement applies between the parties (which shall take precedence), the following terms shall apply: technical, financial or commercial information (including the business relationship) disclosed by Velocity to Customer shall be treated by Customer as strictly confidential and may not be copied, modified or disclosed to third parties by Customer. Velocity reserves the right to share Customer’s information with third parties in order to fulfill legitimate business interests or to comply with legal requirements (including but not limited to sharing with Velocity’s auditors or Velocity’s licensors’ auditors, as required by a court order, subpoena or government investigation).

10. Termination: Either party may terminate a quote, order or license upon the other party’s insolvency, bankruptcy, liquidation or filing of any application therefore, seizure of the other party’s assets or assignment to the benefit of its creditors. Velocity may terminate a quote, order and/or license with immediate effect in case of a material breach of the Customer’s obligations (including but not limited to breach of Use Restrictions). Velocity may terminate a quote, order, delivery, and/or license in case a third-party claim prohibits Velocity to develop, produce, provide, sell or offer for sale a Product, software or license.

11. Export Control and Regulatory Requirements: Customer represents that the Product will not be shipped to any countries subject to embargo, export controls or other restrictions under any applicable law or regulation and that he/she is not on a denied person or entity list. At Velocity’s request, Customer will sign a letter confirming the above. Customer is obliged to comply with the regulatory requirements applying to each Product as indicated in the respective Product’s documentation (e.g., U.S. FCC or IC regulations).

12. Force Majeure: Velocity shall not be liable for any failure or delay in performance, to the extent the failure or delay is caused by circumstances beyond its reasonable control, whether caused to Velocity directly or to one of its suppliers, which may include (but shall not be limited to) natural disasters, epidemics, diseases, acts or threats of terrorism, cyber-attacks, fire, flood, explosion or other similar or dissimilar acts of God, acts of war, unrest, hostilities (whether war be declared or undeclared), operational disturbances without fault, shortages of components, changes in applicable rules and regulations, strikes, embargo or other acts of governmental or quasi-governmental restrictions or intervention, public disorder, discontinuity of internet or other network access and other unavoidable events. Velocity reserves the right to reschedule any date/s and adjust any price/s in relation to such performance; and Customer shall not be entitled to cancel the order and/or terminate the Agreement due to such failure or delay.