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TRADEMARKS
Products mentioned herein are exclusively COOLAUDIO products and are not in any way associated with and have not been approved, licensed, sponsored, endorsed, designed or manufactured (or anything else for that matter!) by anyone other than COOLAUDIO. All Trademarks mentioned belong to their respective owners and are not affiliated with COOLAUDIO.
Technical specifications and appearance subject to change without notice. COOLAUDIO accepts no liability for any loss which may be suffered by any person who relies either wholly or in part upon any description, photograph or statement contained herein. Colours and specification may vary slightly from product.
TERMS AND CONDITIONS
This web site, together with its contents ("Site") is published and maintained by COOLAUDIO.
When you access, browse or use this Site, you accept, without limitation or qualification, the terms and conditions of use set forth below. If, after reading these terms and conditions, you do not agree to them, you should not use the Site.
Please read the terms and conditions carefully. Information on this Site may contain technical inaccuracies or typographical errors. Information may be altered or updated at any time without notice. COOLAUDIO may at any time revise these terms and conditions, as well as its service offerings and pricing of such services, by updating this Site posting. By using this Site, you agree to be bound by any such revisions and should periodically visit this Site to determine the terms and conditions of use in force from time to time.
USE OF SITE
All content included in this Site, including but not limited to any text, graphics, images, logos, button icons, data compilations, software (collectively, "Materials"), is the property of COOLAUDIO or its content suppliers, and you may not distribute, exchange, modify, reproduce, perform, sell or transmit the Materials for any business, commercial or public purposes. The Materials are protected by applicable laws and international copyright and trademark laws, and any unauthorized use of any Materials may violate copyright, trademark, and other applicable laws. You may not frame or utilize framing techniques to enclose any portion of this Site or any Materials without express written consent of COOLAUDIO. You are granted a revocable and nonexclusive right to create a hyperlink to this Site so long as the link does not portray COOLAUDIO, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any COOLAUDIO trademark, logo or other Materials as part of the link without express written consent of COOLAUDIO or as provided herein. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed Materials here from. Private users may use the materials displayed on our website for private, non-commercial purposes (please contact info@coolaudio.com prior to download) as long as all copyright notices are adhered to. Public or commercial use of the materials requires prior written consent from COOLAUDIO (please contact info@coolaudio.com prior to download).
You shall not use this Site in any way that causes, or is likely to cause, the website or access to it to be interrupted, damaged or impaired in any way. You understand that you, and not COOLAUDIO, are responsible for all electronic communications and content sent from your computer to us and you must use the website for lawful purposes only.
You must not use the website for:
- fraudulent purposes, or in connection with a criminal offence or other unlawful activity,
- to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam",
- to cause annoyance, inconvenience or needless anxiety
You may not use a false email address, impersonate any person or entity, or otherwise mislead anyone as to the origin of any content.
ELECTRONIC COMMUNICATIONS
You consent to receive communications from COOLAUDIO electronically. COOLAUDIO will communicate with you by e-mail transmission or by posting to this Site. You agree that all communications that COOLAUDIO provides to you electronically satisfy any legal requirement that such communications be in writing.
PRIVACY
Other than personally identifiable information (for instance, your name, address, contact number or email address), which is covered under the COOLAUDIO Privacy Policy, any material, information or other communication you transmit or post to this Site ("Communications") will be considered non-confidential and non-proprietary. COOLAUDIO will have no obligations with respect to the Communications. You will grant COOLAUDIO and its designees a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display throughout the world in any media the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, invasive of privacy, infringing of intellectual property rights, or other material that would violate any law. COOLAUDIO reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
ACCESS TO THIS SITE
We will do our best to ensure that the availability of this Site is uninterrupted and that transmissions will be error-free. However, due to the nature of the Internet, this cannot be guaranteed. Further, your access to this Site may also be occasionally suspended or restricted to allow for repairs, maintenance, introduction of new products or services or amendment of information.
LINK TO OTHER WEB SITES
Links to other Internet Sites are provided for your convenience only and the presence of such links (other than to the official BEHRINEGR website) does not mean that COOLAUDIO endorses, recommends or represents them in any way. Therefore, COOLAUDIO explicitly distances itself from all such websites. COOLAUDIO does not control and is not responsible for any such sites or their content. COOLAUDIO disclaims all warranties, expressed or implied, as to the accuracy, legality, reliability or validity of any content of such sites. If you choose to access any of these sites, you do so at your own risk. We assume neither liability for damage to software or hardware arising out of accessing those websites, nor do we assume any liability for the contents or the goods offered/purchased through those websites.
DISCLAIMER OF WARRANTIES
You expressly understand and agree that your use of this Site is at your sole risk. The information, materials and services provided on or via this Site are provided "AS IS" and "AS AVAILABLE" basis, without any warranties of any kind, express or implied, including but not limited to warranties of compliance with applicable laws, merchantability, fitness for a particular purpose, authority, usefulness, timeliness or non-infringement of third party rights including intellectual property rights. COOLAUDIO does not warrant the accuracy or completeness of the materials or services on or via this Site. COOLAUDIO further does not warrant that this Site, its servers, or e-mail sent from COOLAUDIO are free of viruses or other harmful components. Any material downloaded or otherwise obtained through the use of this Site is obtained at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results there from.
Some of the materials provided on this website were provided to us by third parties, especially regarding events sponsored by COOLAUDIO. We are not able to verify the correctness of any such information and therefore can not assume any responsibility for it's correctness.
PROPRIETARY RIGHTS
The Site is either the property of COOLAUDIO or made available by permission and is protected by intellectual property (copyright, trademark, patents, etc) laws, international treaty provisions and other laws (including those concerning privacy and publicity). No user of this Site shall copy, use, reproduce, modify, lease, transmit, loan, distribute, display, reverse engineer, decompile, disassemble or in any way exploit copyrighted or proprietary materials available on the Site or the software or code used in connection with the Site, except as expressly permitted by the respective owner thereof. All trademarks, service marks, and trade names in these websites are the property of their respective owners. Any unauthorized use thereof is strictly prohibited
COPYRIGHT, TRADEMARK AND PATENT NOTICES
The COOLAUDIO trademarks and COOLAUDIO logos used and displayed on this Site, whether registered by COOLAUDIO or its related company/companies, or otherwise, are the exclusive intellectual property of COOLAUDIO, unless otherwise stated. Nothing on this Site grants, by implication, estoppel or otherwise, any license or right to use any trademark, without COOLAUDIO's authorization in writing. The name and trademarks of COOLAUDIO, including logos, may not be used in any way except as provided herein, including in advertising or publicity, without COOLAUDIO's prior written permission. You are not authorized to use any COOLAUDIO trademark or logo as a hyperlink to this Site unless with COOLAUDIO's prior written permission.
All rights not expressly granted herein are reserved.
The pictures or photographs of persons used on our website are being used with the explicit permission of such persons . Any additional use of these pictures may violate publicity, personal and copyright right of the depicted person. It also may be in conflict with legal reproduction rights.
LIMITATION OF LIABILITY
Under no circumstances shall COOLAUDIO be liable for any direct, indirect, foreseen or unforeseen, incidental, consequential, punitive or special damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use of, or errors or omissions in the contents or functions of this Site, even if COOLAUDIO or an authorized representative thereof has been advised of the possibility of such damages. If your use of the materials, information or services from this Site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof.
In jurisdictions which prohibit the exclusion or limitation of certain liabilities, COOLAUDIO's liability in those jurisdictions shall be limited to the fullest extent permitted by law.
INDEMNIFICATION
You agree to defend, indemnify and hold harmless COOLAUDIO, its officers, directors, employees, affiliates, partners, subsidiaries and agents, third parties and service providers acting on COOLAUDIO's behalf ("Indemnified Parties") from and against any and all claims, actions, losses, demands and liability costs and expenses (including without limitation reasonable legal and accounting fees), arising from: (1) your use of this Web Site or its services or content, (2) your breach of this Site's Terms and Conditions of Use and Copyright Notice or Privacy Policy as posted on this Site and as modified from time to time, (3) any information submitted, posted, or otherwise provided by you through this Site, (4) any dispute or litigation between an Indemnified Party and a third party caused by your actions, and (5) your negligence or violation or alleged violations of any rights of another, based on your use of this Site, its services or content. COOLAUDIO, at your expense and COOLAUDIO's discretion, may provide notice to you of COOLAUDIO's election to assist you in defending any such claim, suit or proceeding, but doing so will not excuse you from your indemnity obligations. You agree to pay reasonable lawyer and expert witness fees and costs incurred by COOLAUDIO or its agents or service providers in enforcing this provision.
AMENDMENTS
We reserve the right to technical and visual modifications of the products and price lists contained herein as well as print discrepancies, availability dates and errors.
DISPUTE RESOLUTION, ARBITRATION OF DISPUTES AND CHOICE OF LAW AND VENUE
These Terms of Use will be governed by and construed in accordance with the laws of Singapore without giving effect to any principles of conflicts of laws. Application of the Vienna Convention on the International Sales of Goods (CISG) is excluded. You consent to exclusive jurisdiction of Singapore with respect to any disputes arising from, related to or in connection with this Site or any Materials.
Your agree that you will file any dispute you have with COOLAUDIO within one (1) year of the time that such claim arose and that any disputes raised by you later are forever barred. You agree that you waive any entitlement, at law or equity, to a longer period to raise such disputes.
All disputes are to be submitted for settlement by final and binding arbitration. Judgment on the award rendered by the arbitrator may be entered by a court of competent jurisdiction. Arbitration will be conducted by a single arbitrator. You understand and acknowledge that you are giving up the right to have any dispute regarding this agreement heard by a jury and determined by a court of law.
If any provision (or part thereof), including this dispute provision is determined by a court or arbitrator to be inapplicable or invalid, you agree that the remainder shall still be given full force and effect so as to retain the maximum application of the objective intent of the provision.
COOKIES
Cookies are files or pieces of information that may be stored in your computer's hard disk drive when you visit a web site. We use cookies as a tool to allow us to customize your experience to better match your interests and preferences, or to simply facilitate your signing in to use the services. This information is not collected in connection to a specific person; it is evaluated purely for statistical purposes. Most browsers initially set to accept cookies. If you do not wish to accept cookies, you can set your computer to refuse cookies or to alert you when cookies are being stored. If you refuse to use cookies, our ability to provide you with personalized services would be limited.
Please refer to your browser instructions or "help" screen to learn more about these functions.
PRIVACY POLICY
Your Consent to This Privacy Policy
COOLAUDIO respects the privacy of every individual who visits our Site. This Privacy Policy sets out the information COOLAUDIO may collect and how we may use this information.
By accessing, browsing or using the Site or providing us with your personal information personally identifiable information including, without limitation, your name, address, telephone number and e-mail-address) you signify that you agree to the terms of our current Privacy Policy as posted in this page of the Site. If you do not agree with any term in this Privacy Policy, please do not access, browse or use the Site or provide us with your personal information.
We may alter or remove this Privacy Policy at any time. Whenever we make any changes to this Privacy Policy, we will post the changes here. Therefore, please visit this page frequently to stay informed. When you use or buy COOLAUDIO products or use our services after the alteration of this Privacy Policy, you signify that you agree to the alteration of this Privacy Policy.
Collection of Personal Information
When you are visiting our Site, you may be asked for your personal information to allow you to participate in prize competitions, answer our questionnaires or inquiries by e-mail or through the Site, register as a COOLAUDIO user, monitor COOLAUDIO Products, or e-mail news services concerning the COOLAUDIO product lines, etc.
We will not collect your personal information unless and until you provide such information to us voluntarily. When you provide us with your personal information, you authorize us to use such information in accordance with the terms of this Privacy Policy.
How we use your information
When we collect your personal information, we reasonably specify the purpose of such collection.
Any personal information that you provide will be used to meet your request such as forwarding brochures, magazines, etc. and offering certain services. We may also use your personal information to contact you regarding other products and services that may be of interest to you, you can send your request to info@coolaudio.com informing us to limit our contact with you to the express purpose that you provided your personal information for.
| II. TERMS & CONDITIONS OF SALE JUNE, 21 2006 |
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PRODUCTS
COOLAUDIO INTERNATIONAL LIMITED ("Supplier") supplies semiconductors and/or services ("Product"). |
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2. |
APPLICATION OF TERMS AND CONDITIONS |
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2.1 |
These Terms and Conditions of Sale ("Conditions") shall apply to all contracts for the sale of Products by the Supplier to a purchaser ("Purchaser") to the exclusion of all other terms and conditions including any terms or conditions which the Purchaser may purport to apply under any purchase order or similar or other document. |
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2.2 |
All order for Products shall be deemed to be an offer by the Purchaser to purchase Products pursuant to these Conditions and shall be deemed conclusive evidence of the Purchaser's acceptance of these Conditions. |
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2.3 |
Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the duly authorised representative of the Supplier. |
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3. |
SPECIFICATIONS & SAMPLES |
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3.1 |
The Supplier shall supply the Product in accordance with the specifications ("Specification") it provides the Purchaser. |
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3.2 |
The Purchaser may also purchase samples of the Product with no logos and final packaging material ("Samples"). Unit price of Samples is double the unit price of corresponding Product specified in the Supplier's official price list ("Price List"). An order for Samples comprises one model each of a complete series for a Product. The difference between the price of the Samples and list price in the Price List may be set-off against Purchaser's subsequent order(s) for the Product which was the subject of the Sample order. |
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4. |
PRODUCT ORDERS |
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4.1 |
Each order shall be final upon written confirmation of receipt of the same by the Supplier together with the required prepayment referred to in Clause 8.1. The Supplier may confirm the receipt of an order from the Purchaser via electronic or such other means of communication. |
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4.2 |
All Products sold to Purchaser hereunder shall be at the price(s) stated in the Price List ("Price") and subject to the terms and conditions set out in the relevant order form ("Order"). The Price List will be provided by the Supplier upon request. Unless otherwise so stated, all Prices shall be exclusive of any goods and services tax or similar duty, which shall be borne by the Purchaser. Each Order shall be for a minimum value of US$ 1,000.00, except for Orders exclusively for Samples. All Prices are Ex-Works China (destination within China to be confirmed by Supplier upon Order confirmation by Supplier). |
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4.3 |
The Supplier is entitled to change, without limitation, the Specifications, appearance and Price of the Product, accessories, packaging and/or logos as well as discounts from time to time. Any revision to Price shall be applicable to Orders received by the Supplier after the effective date of such price revision. |
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5. |
NO WARRANTY PROVIDED |
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5.1 |
The Supplier does not warrant that the Product (a) will meet the Purchaser's requirements; (b) does not and will not infringe any intellectual property right belonging to or licensed by a third party (including any trademark, patent, copyright, design right and any application for any of the foregoing; (c) will not infringe any rights in respect of confidential or proprietary information. |
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5.2 |
At the request of the Purchaser, the Supplier may provide the Purchaser with a template for the instruction manual of a Product in soft copy format ("Template"). All Templates provided by the Supplier shall be on an "as is, where is" basis. The Supplier does not warrant that the Template or its contents will be error-free. The Purchaser's use of and any modifications carried out by the Purchaser to the Template shall be solely at the Purchaser's own risk and responsibility. |
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5.3 |
To the maximum extent permitted by applicable law, the Supplier disclaims any and all other warranties in respect of the Products and Templates, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. |
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6. |
TERMS OF PAYMENT |
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6.1 |
Unless otherwise stated by the Supplier, the Purchaser shall prepay the full amount of each Order in cash via telegraphic transfer to an account designated by the Supplier. At its discretion, the Supplier may accept payment by way of irrevocable letter of credit or letter of guarantee from a bank, subject to Supplier's conditions (please contact Supplier for conditions). All payments by Purchaser shall be made in full without any set off (except to the extent required by law) withholding or counterclaim. |
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6.2 |
The Supplier may set off against the Price any sum(s) owed to Purchaser. |
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6.3 |
The Purchaser is solely responsible for providing accurate and complete billing and delivery address when placing an Order and shall be liable for all costs or expenses incurred by the Supplier as a result of its failure to do so. The Supplier shall not be liable for any delays or loss suffered by Purchaser as a result of the Supplier's reliance on the Purchaser's inaccurate or incomplete address. |
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7. |
DELIVERY |
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7.1 |
Delivery of the Product shall be Ex-Works China (destination within China to be confirmed by Supplier upon Order confirmation by Supplier). |
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7.2 |
Estimated lead time for manufacture of the Products is approximately 6 weeks from date of confirmation of Orders and receipt of prepayment in accordance with Clause 6.1. ("Leadtime"). |
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7.3 |
The Supplier shall use its best efforts to meet the dates for delivery of the Products stated in the Orders (which shall take into account the Lead Time), but shall not be liable for any failure to deliver on any date so given or at all. |
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8. |
RISK AND PROPERTY |
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8.1 |
Risk of loss of or damage to the Products shall pass to the Purchaser from the time the Supplier notifies the Purchaser that the Products are available for collection. |
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8.2 |
Notwithstanding delivery of the Products to Purchaser, legal and beneficial title in the Products shall not pass to Purchaser until payment in full of Price plus goods and services tax and other duties and in cleared funds has been received by the Supplier. |
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9. |
LIMITATION OF LIABILITY AND DISCLAIMER |
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9.1 |
If the Product is not in accordance with the Specifications or if there is a shortfall in quantity, the Purchaser's sole remedy shall be limited to the Supplier replacing those Products that do not meet Specifications or making good any shortage in quantities. |
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9.2 |
In no event will the Supplier be liable to the Purchaser or any third party for any indirect, consequential, incidental, special, reliance, exemplary or punitive damages, including lost profits, loss of business, loss of revenues even if advised of the possibility of such damages or any other type of damages, other than direct damages. The Supplier's liability to the Purchaser, whether for any breach of contract or otherwise, shall not in any event exceed the Price paid by the Purchaser for the Product that is the subject of a claim. The foregoing clause shall not apply to (a) any designs, specifications or modifications supplied by the Purchaser or any items incorporated into the Products or Template by the Supplier at the Purchaser's request (whether or not such items are manufactured or provided by the Supplier or supplied by the Purchaser or third parties); or (b) any combination or use of the Products by the Purchaser or its customer(s) with other equipment or devices; but rather in such cases, the Purchaser shall indemnify, defend and hold harmless the Supplier from and against any and all liabilities, costs, expenses, losses and damages of any nature, including counsel fees and expenses arising out of or relating to all claims that the same infringe on any intellectual property right of any third parties. |
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9.3 |
This Clause 11 shall survive the termination or expiration of the contractual relationship between the Supplier and the Purchaser. |
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10. |
FORCE MAJEURE |
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The Supplier shall not be liable for any default due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest, acts of terrorism, riots, abnormal weather conditions, government action, terrorist activity, epidemic, delay by suppliers, accidents, shortage of materials, labor or manufacturing facilities or such other event beyond the reasonable control of either party. |
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11. |
EXPORT CONTROL, COMPLIANCE |
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11.1 |
The Purchaser shall obtain all necessary export and import license and other official authorization and carry out all customs formalities for the exportation and importation of the Products and, where necessary, for their transit to through another country or territory. For the avoidance of doubt, the Purchaser is the importer of the Products into a country or territory and shall be solely responsible for complying with all applicable labeling and other requirements in such country or territory. |
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11.2 |
As importer of the Products into a country or territory, the Purchaser shall have the sole responsibility of ensuring that it complies with any and all applicable laws, rules and regulations relating to or in connection with such importation. |
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11.3 |
This Clause 13 shall survive the termination or expiration of the contractual relationship between the Supplier and the Purchaser. |
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12. |
CONFIDENTIALITY |
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12.1 |
Any confidential or proprietary information ("Confidential Information") owned by the Supplier prior to this Agreement or developed by the Supplier (or its parent, subsidiaries and affiliates) during the validity of the relationship with the Purchaser in connection with the subject matter hereof and the contents and existence of any terms and conditions agreed between the Supplier and the Purchaser shall not be disclosed by the Purchaser to any third party. If any disclosure of Confidential Information is required by any governmental or regulatory agency, the parties shall seek to keep confidential all Confidential Information as may be allowed by said agency. |
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12.2 |
The confidentiality obligation herein shall survive the termination or expiration of the contractual relationship between the Supplier and the Purchaser. |
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13. |
GENERAL |
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13.1 |
No waiver by the Supplier of any breach of these terms and conditions by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision. |
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13.2 |
If any provision of these terms and conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected. |
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13.3 |
Any dispute arising out of or in connection with these terms and conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of Singapore International Arbitration Centre ("SIAC Rules") for the time being in force which rules are deemed to be incorporated by reference to this clause. The tribunal shall consist of one (1) arbitrator to be appointed jointly by the parties herein, failing agreement, by the Chairman of SIAC. The language of the arbitration shall be English. |
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13.4 |
The governing law of these terms and conditions and any claims arising from the provision of the Products shall be the substantive law of Singapore, without giving effect to any principles of conflicts of law. |
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13.5 |
Application of the Vienna Convention on the International Sales of Goods (CISG) is excluded. |
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13.6 |
The Supplier may provide various translated versions of these Conditions for informational purposes only. However, the original English language version of these Conditions will apply in the event of any disagreement over the meaning or construction of any provisions of these Conditions. |
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13.7 |
The Supplier and the Purchaser are independent contracting parties. Nothing in these Conditions makes either party the agent or legal representative of the other for any purpose whatsoever, nor grants either party any authority to assume or create any obligation on behalf of or in the name of the other party. |
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13.8 |
All notices required to be given pursuant to these Conditions shall be in writing and may be served personally or by registered post or facsimile or other form of electronic transmission addressed to the party to be served at its address and numbers as may from time to time be notified in writing to the other party. Any such notice shall be deemed to have been received (a) if hand delivered when delivered; (b) if given by registered post five (5) working days after the same has been posted; (c) if given by facsimile or other electronic transmission at the same time it is dispatched, provided no error report is generated from the transmitting device. |
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