Adafruit Reseller Terms and Conditions

All quotations and sales by Adafruit Industries LLC ("Adafruit") are subject to the terms and conditions provided herein (“Agreement”); provided, however, that in the event that you, the Reseller “Reseller or You” , have a written contractual agreement with Adafruit regarding your purchase of Adafruit Products, then the terms and conditions contained in that agreement (supplemented by the non-conflicting terms contained in these Terms and Conditions) shall govern the quotations and sales of Products purchased from Adafruit.

1) Except as otherwise set forth on the front of an Adafruit invoice or acknowledgment, terms of payment are in advance; prices are FOB Adafruit's facility (as defined in the Uniform Commercial Code); and prices do not include any taxes, freight, handling, duty or other similar charges, payment of which will be the sole responsibility of Reseller. Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. Adafruit reserves the right to modify terms prior to shipment, or delay or cancel any shipment or order by reason of Reseller's creditworthiness or should Reseller fail to fulfill any obligation when due. You may receive an email from Adafruit describing your order details. That email document legally suffices as your purchase order. It will also represent Adafruit's confirmation of your order. Adafruit may revoke its acceptance of such purchase order for any reasonable reason, including the inability to provide Adafruit with adequate guarantee that you (i) will comply with all relevant laws, such as export regulations, or (ii) are, in Adafruit's sole discretion, credit worthy.

2) In the absence of prior agreement as to shipping, Adafruit may select a carrier. Adafruit's responsibility for any loss or damage ends, and title passes, when Products are delivered to the carrier, to Reseller, or to Reseller's agent (including, without limitation, any test house or value added service provider), whichever occurs first. Reseller will pay for storage charges if Adafruit holds Products at Reseller's request pending instructions or rescheduled delivery.

3) If Reseller makes any alteration to Adafruit branded Products, then before furnishing that product to subsequent purchasers, Reseller agrees to notify subsequent purchasers, in writing, of the nature of the alteration, that Adafruit’s warranties do not cover the alternation, and that Adafruit may not have support services for the altered product. Reseller agrees to not make any alterations to any Products that bear the logo, trademark, or copyright of another person or entity without obtaining such person’s or entity’s prior written consent. The performance of any “value added” service may void the manufacturer's warranty and render Products non returnable. Orders incorporating such services are, accordingly, non-cancelable and the Products are non-returnable. Any third party value added service provider is deemed to be an agent of Reseller.

4) Adafruit warrants Adafruit branded Products sold directly through Adafruit to Reseller against manufacturing defects caused solely by faulty assembly or customization for 30 days from  delivery or for the minimum length required by law. Reseller should refer to the Adafruit forums (https://forums.adafruit.com) for any technical support on Adafruit branded Products. All other Products, and the components and materials utilized in any assembled or customized Products not manufactured by Adafruit, are covered by, and subject to, the terms, conditions, and limitations of the manufacturer's standard warranty, WHICH WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, OF OR BY ADAFRUIT OR THE MANUFACTURER. THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY ADAFRUIT OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. ADAFRUIT ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR MANUFACTURER'S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO ADAFRUIT BY OR ON BEHALF OF 3RD PARTY MANUFACTURER.. Use of Adafriut’s's part number on any document or on any Products is for convenience only and does not constitute any representation by Adafruit with respect to the performance, specifications, or fitness of any part for any purpose.

5) Adafruit retains a purchase money security interest in all Products sold by Adafruit to Reseller, and in the proceeds of any resale of such Products, until the purchase price and any other charges due to Adafruit have been paid in full. Upon any breach by Reseller of these terms and conditions, Adafruit will have all rights and remedies of a secured party under applicable law, which rights and remedies will be cumulative and not exclusive. Reseller is responsible for all costs and expenses incurred by Adafruit in collecting any sums owing by Reseller (which may include, but are not limited to, collection agency and reasonable attorneys' fees). Adafruit shall have the right to offset any sum owed by Adafruit to Reseller against any sum owed by Reseller to Adafruit. All transactions are governed by the laws of the State of New York. The parties waive any right to trial by jury. Exclusive jurisdiction for the determination of any dispute, controversy or claim arising out of or in connection with this Agreement, or its breach, shall be in the Federal or State courts located in New York County, New York.

6) Products are deemed accepted by Reseller unless Reseller notifies Adafruit in writing within 5 days of delivery of product shortages, damage or defect. No returns may be made for any reason without a Return Authorization issued by Adafruit and may be subject to restocking fees. Returns are normally accepted when completed within 30 days from date of shipment. This does not include items identified as "NCNR", "Non-Cancelable/Non-Returnable" ("Non-Standard Products"), Downloadable Software ("Digital Delivery"), or items governed by a Purchase Agreement Letter. Only Products originally shipped from Adafruit will be returned to Adafruit. The return must be in the original packaging and in unused condition (except defective). ESD or moisture sensitive Products should not be opened except under controlled conditions and restored to original packaging condition. Return freight charges must be prepaid by Reseller.

7) If Reseller refuses to accept tender or delivery of any Products or returns any Products without authorization from Adafruit, such Products will be held by Adafruit awaiting Reseller's instruction for 20 days, after which Adafruit may deem the Products abandoned and dispose of them as it sees fit, without crediting Reseller's account.

8) Adafruit will not be liable for any failure or delay in its performance or in the delivery or shipment of Products, or for any damages suffered by Reseller by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, delay in delivery by Adafruit's suppliers or any other cause or causes beyond Adafruit's reasonable control. Adafruit reserves the right to cancel without liability any order, the shipment of which is or may be delayed for more than 30 days by reason of any such cause. Adafruit reserves the right to allocate in its sole discretion among customers or potential customers, or defer or delay the shipment of, any product which is in short supply.

9) This document, and not any purchase order or other customer document (which, if construed to be an offer is hereby rejected), will be deemed an offer or counteroffer and is a rejection of any other terms or conditions. Reseller, by accepting any Products, making any payments or ordering any Products having previously received these terms and conditions, will be deemed to have assented to these terms and conditions, notwithstanding any terms contained in any prior or later communication from Reseller and whether or not Adafruit will specifically or expressly object to any of Reseller's terms. Adafruit's failure to object to any document, communication or act of Reseller will not be deemed a waiver of any of these terms and conditions. Any addition or change to these terms and conditions must be specifically agreed to in writing by a duly authorized officer of Adafruit before becoming binding on Adafruit. Regardless of Reseller’s assent to these terms and conditions, Adafruit reserves the right to withdraw Reseller and/or Reseller status at any time.

10) ALL RIGHTS IN TECHNICAL DATA AND SOFTWARE OWNED OR LICENSED BY ADAFRUIT OR THE MANUFACTURER ARE HEREBY RESERVED AND DEEMED RESTRICTED OR LIMITED. UNLESS SPECIFICALLY OTHERWISE AGREED IN WRITING BY ADAFRUIT, RESELLER  ACKNOWLEDGES THAT PRODUCTS SOLD BY ADAFRUIT ARE NOT INTENDED FOR AND WILL NOT BE USED IN LIFE SUPPORT SYSTEMS, HUMAN IMPLANTATION, NUCLEAR FACILITIES OR SYSTEMS OR ANY OTHER APPLICATION WHERE PRODUCT FAILURE COULD LEAD TO LOSS OF LIFE OR CATASTROPHIC PROPERTY DAMAGE. Reseller WILL INDEMNIFY AND HOLD ADAFRUIT HARMLESS FROM ANY LOSS, COST OR DAMAGE RESULTING FROM RESELLER'S BREACH OF THE PROVISIONS OF THIS PARAGRAPH.

11) Products may be subject to export or resale restriction(s) or regulation(s), and Reseller acknowledges that it will comply with such restrictions and regulations. Any statement as to product country of origin, Export Control Classification Number, or compliance with applicable law (including, without limitation, that Products are lead-free or RoHS compliant) is as provided to Adafruit by its suppliers, and Adafruit does not warrant its accuracy and will not be liable for any error with regard to same. Reseller uses such information at its own risk. Reseller understands that the commodities, software, and/or technology it purchases may be subject to export, re-export, or other restrictions under the laws of the country of manufacture, the country of the seller, distributor, and the country in which the Reseller resides. Therefore, Reseller, on behalf of itself, its subsidiaries and affiliates, warrants and agrees to abide by all applicable laws and regulations relating to the export and re-export of such commodities, software, and/or technology and the direct Products thereof in relation to goods obtained by Reseller and its subsidiaries and affiliates.

12) EXCEPT FOR THE WARRANTY COVERAGE REFERENCED IN PARAGRAPH 4 ABOVE, NEITHER ADAFRUIT NOR ITS SUPPLIERS SHALL BE HELD LIABLE TO RESELLER  OR OTHER PERSONS FOR ANY CLAIM, WHETHER THAT MAY BE LOSS (OF BUSINESS OR PROFIT), DAMAGE, INJURY OR EXPENSE CAUSED IN WHOLE OR IN PART BY THE DEFICIENCY OR DEFECT OF PRODUCT (WHETHER OR NOT PRODUCT IS UNDER WARRANTY), BY THE USE OF ANY PRODUCT, OR FAILURE HERUNDER. NEITHER WILL ADAFRUIT NOR ITS SUPPLIERS BE HELD LIABLE FOR ANY SPECIAL DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.

13) Reseller obligation may be cancelled, rescheduled, reconfigured, or assigned with Adafruit's prior written authorization and, in such event, Adafruit will not be responsible for any additional costs and expenses incurred. Prices are subject to change by Adafruit upon Reseller rescheduling or reconfiguration of orders. Prices are also subject to change in response to supplier price increases or if a price has been quoted in error, whereupon, Reseller may cancel the undelivered portion of any affected order by delivering written notice to Adafruit prior to the shipment thereof and within 10 days of its receipt of notice of the price increase.

14) Reseller shall maintain accurate and up-to-date company information and upon request and in a time frame deemed reasonable, is expected to disclose retail and e-tail locations where they carry Adafruit Products. Reseller shall disclose its intent to sell Adafruit Products at any new or additional retail or e-tail locations to Adafruit for pre-approval. Adafruit reserves the right to disallow Reseller the ability to sell Adafruit Products in any retail or e-tail locations. Reseller shall represent itself as an Adafruit Authorized Reseller in all Adafruit specific online sales collateral. If Reseller intends to sell Adafruit Products to B2B accounts, wholesalers, or other retailers/Resellers at any point throughout the term of their Reseller relationship with Adafruit, they must disclose this information with Adafruit before securing such sales. Adafruit reserves the right to deny Reseller the ability to engage in such sales of its Products at its discretion.

15) Reseller must comply with Adafruit’s Brand Identity Guidelines and appropriately represent itself as an Adafruit Authorized Reseller in all Adafruit specific online sales collateral. In the marketing, advertising for, and distribution and support of the Products in the Territory, Reseller may (i) indicate to the public that it is an authorized distributor of Adafruit Products, (ii) use Adafruit’s Products trade names and trademarks set forth below, which Adafruit may, in its sole discretion, revise from time to time (the “Trademarks”) and (iii) use Trademarks of 3rd party Products sold under license by Adafruit. For this purpose only, Adafruit grants Reseller a non-exclusive, royalty-free, limited license to use and display the Trademarks in the approved retail and/or e-tail locations, in the forms as may be prescribed by Adafruit from time to time. Reseller shall market, distribute, and support the Products only under the Trademarks, and not under any other trademark or logo. Reseller will not make or permit alteration of the Products or removal or modification of any tags, proprietary notices, copyright notices, labels, or other identifying marks placed by Adafruit on the Products or associated literature. All use of the Trademarks shall be subject to Adafruit’s quality controls. Reseller acknowledges that Adafruit is the owner or licensee of the Trademarks and all Intellectual Property Rights therein and goodwill associated therewith, and Distributor agrees to do nothing inconsistent with such ownership.  Registering domain names, creating social media usernames or business names using any of Adafruit’s trademarks is strictly prohibited. Any questions regarding approved marketing materials or trademark use should be directed to [email protected] Adafruit’s Brand Identity Guidelines can be found here: https://blog.adafruit.com/wp-content/uploads/2017/03/adafruit_brand_identity_guidelines_update.pdf

16) The relationship between the parties established by this Agreement shall be solely that of vendor and vendee and all rights and powers not expressly granted to the Reseller are reserved to Adafruit. The Reseller shall have no power or authority in to bind Adafruit to the fulfillment of any condition not herein contained, or to any contract or obligation, expressed or implied.

17) Adafruit will defend any suit or proceeding brought against Reseller, its Board of Directors, Officers, Employees, Customers, and End User Customers (collectively and individually under this provision “the Reseller Interests”), with respect to any claim for infringement of any patent, registered design, trademark, copyright or other intellectual property right with respect to any Product sold to Reseller if it is based on a claim that any product furnished hereunder constitutes an infringement of any US intellectual property rights.  Reseller will notify Adafruit promptly in writing of any such claim upon receipt of actual knowledge thereof, and shall give full and complete authority, information and assistance (at Adafruit’s expense) for defense of same. In such case, Adafruit shall notify Reseller of such claim as soon as practicable after receipt of said knowledge of such claim. Adafruit will pay damages and costs therein awarded against any and all of the Reseller Interests limited to the total dollar amount of all sales to  Reseller in the previous six (6) calendar months,  but shall not be responsible for any compromise made without its written consent. In providing such defense, or in the event that such product is held to constitute infringement and the use of the product enjoined, Adafruit shall retain the right to continue using such product, or modify it so that it becomes non-infringing, or remove it and grant Reseller a credit for the original purchase price.

18) Both parties agree to indemnify and hold the other party, its Board of Directors, Officers, Employees (collectively and individually) harmless from any and all claims, demands, actions, damages and liabilities, including attorney fees, which arise out of or in any manner related to  the respective party’s failure of performance hereunder. Reseller to indemnify and hold Adafruit harmless against any damages, costs (including attorneys’ fees and costs) or other liability (other than claims alleging infringement of third party intellectual property rights) (collectively, a “Loss”) arising out of or in connection with Reseller’s sale, distribution or use of the Products unless such Loss arises directly from Adafruit’s negligence or fraud in the design, manufacturing or sale of the Product.

19) Reseller shall not transfer or assign this Agreement or any part thereof without the advance written consent of Adafruit.

20) If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement, and such an invalid or unenforceable term shall be reformed so as to capture the intent and meaning of the original terms used.

ADAFRUIT TRADEMARKS*

*subject to update

MINERVA

FEATHER

ADALOGGER

T-COBBLER

CIRCUIT PLAYGROUND

STEMMA

METRO

FONA

VERTER

HUZZAH

TRELLIS

COBBLER

NEOPIXEL

ASK AN ENGINEER

TRINKET

GEMMA

LADYADA

BLUEFRUIT

FLORA

ADAFRUIT PERMA-PROTO

MENTA

XØXBØX

ICE TUBE

MINTYBOOST

ADAFRUIT

*Contact Account Manager for 3rd Party Trademarks