TERMS AND CONDITIONS OF ONLINE PURCHASE

Updated: December 4, 2023

Last updated: October 19, 2022

These Terms and Conditions of Online Purchase (the “Terms”) are between you, the user of the Website and purchaser of the Valens Products (“you” or “Buyer”), and Valens Semiconductor Inc. (for purchases made anywhere in the Americas) or Valens Semiconductor Ltd. (for purchases made in all other territories) (collectively and together with their subsidiaries and affiliates “Valens”) and govern your online purchase and use of the Valens products offered for sale on the Valens website (https://partners.valens.com/) as may be amended from time to time (the “Website”). The Valens products are individually and collectively referred to respectively as the “Product” or “Products”. No other terms and conditions will apply to your purchase and use of the Products other than these Terms.

From time to time in our sole discretion, we may make changes to these Terms. It is your responsibility to review them for updates or changes. By purchasing and/or using the Products, you hereby accept these Terms. If you disagree with these Terms or any part thereof, you must not purchase and/or use the Products.

1. Purchase and Payment.

To make a purchase on the Website, you may browse the Valens online store on the Website and add any items that you wish to purchase into the shopping cart. After you completed your selection, click on “Checkout” and you will be asked for a few logistic details that we need to be able to complete the order. All prices on our Website are quoted in US Dollars.

We accept payments through Paypal and selected Credit Cards (all payments are processed through PayPal and your purchase is subject to PayPal’s terms of service). Valens is not responsible for the services of Paypal and/or any other credit card issuer or processor and does not warrant and will not have any liability or responsibility for their service, or for any other materials, products, or services of any other third-party. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to such third-party.

2. Order Confirmation.

When you receive confirmation of your order, this indicates that we have received your order. We will indicate acceptance of your order only when we ship the Product and issue an invoice to you.

We may have a limited quantity of the Products offered on the Website. Valens reserves the right, in its sole discretion, to refuse any order you place with us. While Valens makes every effort to ensure that the Products shown on our Website are currently available, Valens cannot guarantee that this will always be the case. If Products you have ordered are unavailable, you will be notified as soon as possible, by an email to the email address you provided. Valens in its sole discretion, may also limit the sale of Products to any person, geographic region or jurisdiction. These restrictions may include orders placed by or under the same purchaser, the same credit card, and/or orders that use the same billing and/or shipping address.

In the event that Valens makes a change to or cancels an order, Valens may attempt to notify you by contacting the e-mail and/or billing address and/or phone number provided by you at the time the order was made. You agree to provide current, complete and accurate information for all purchases made on the Website. By clicking the “Checkout”, you confirm the accuracy of the personal information you provided. Valens is not liable for any consequences that may result from incorrect, incomplete, or false information you have entered or from data you have changed subsequently to your order. Your submission of personal information through the Website is governed by our Privacy Policy that is available at https://www.valens.com/privacy-policy.

3. Prohibited Purchases.

You may not purchase the Products for any unlawful use. Additionally, Valens reserves the right to limit or prohibit orders that, in its sole judgment, appear to be placed by dealers, resellers or distributors.

4. Taxes.

To the extent applicable, you are responsible for paying any and all applicable taxes, charges and levies that apply to the purchase of the Product, including but not limited to sales tax and VAT. Taxes shall be calculated at checkout based on the details you provided.

5. Changes and Discontinuation.

Valens reserves the right, in its sole discretion, to modify all descriptions and/or pricing of the Products at any time without notice, to assign these Terms to other third parties as well as to discontinue the sale of any Product at any time. Valens shall not be liable to you or to any third-party for any modification, assignment, price change, suspension, or discontinuance of Products and/ or any other online offerings.

6. Shipping and Delivery.

Unless otherwise stated on the Website for any specific Product, Valens offers free standard shipping to all Products purchased on the Website within the United States.

For shipments outside of the United States, please contact us at info@valens.com.  

Processing Time. Products that are available and in stock will typically be ready for shipment within 1-3 business days after receiving the purchase order. If the nearest warehouse is out of stock, the processing time may take longer. Due to Product availability and supply chain issues, we cannot guaranty the processing time for a purchase.  

Shipping Time. Upon shipment of the Products, Valens will e-mail you the shipment tracking number. The time of delivery depends on the delivery service used for shipping the Products, which is outside of Valens’ control. Valens is not responsible for any delay in shipping caused by extraneous factors (such as weather, inspections, incorrect addresses, labor disputes, and/or transportation problems).

7. Intellectual Property Rights.

All intellectual property rights evidenced by or embodied in and/or attached / connected / related to the Products or any part thereof are and shall be owned solely by Valens.

The purchase and sale of the Products hereunder shall in no way be deemed to confer upon you any right, interest or license in any patents, patent applications, designs, copyrights, trademarks, service marks or trade names Valens and its licensors may have covering the Products. Valens and its licensors retain all intellectual property rights in and to the Products, including the sole right to manufacture such Products.

You shall not, and you hereby represent and warrant that you will not and will not permit or assist any other person or entity to modify, reverse engineer, reverse-compile, reverse assemble, synthesize or in any way use any Product(s) in a manner that deviates from their original purpose.

8. Limited Warranty.

Solely with respect to Products purchased directly from Valens through the Website, Valens warrants the Products to be free from defects in material and workmanship for a period of 12 months from the date of shipment (the “Warranty Period”). In the event of malfunction during the Warranty Period, attributable directly and exclusively to faulty workmanship and/or materials, Valens may, in its sole discretion and as a sole remedy for such defect, repair or replace said Product(s) or components, to whatever extent it shall deem necessary to restore said Product to proper operating condition, provided that it is returned within the Warranty Period, with proof of purchase and description of malfunction, to a point designated by Valens.

If a product is defective, please follow the return process detailed in the Returns section below.

The foregoing Limited Warranty is the sole and exclusive warranty made or deemed made by or on behalf of Valens, and Valens makes no other warranties, in fact or by operation of law, statutory, express or implied.

9. Warranty Exclusions.  

Valens’ limited warranty of the Products excludes the following (a) normal wear and tear; (b) accident, disaster or event of force majeure; (c) Buyer’s misuse, fault or negligence; (d) causes external to the Products such as, but not limited to, power failure or electrical power surges; (e) any Products not sold to Buyer directly by Valens or any used Products; (f) installation, removal, use, maintenance, storage, or handling in an improper, inadequate, or unapproved manner by Buyer or any third party (excluding the carrier from Valens to you), such as, but not limited to, failure to follow Valens’ instructions or operating guidelines, or protocols, operation outside of stated environmental or use specifications, or operation or contact with unapproved software, materials, chemicals or other products; or (g) any Products or any parts manufactured in accordance with Buyer’s specifications provided to Valens. ADDITIONALLY, ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN VALENS OR VALENS’ AUTHORIZED PERSONNEL WITHOUT VALENS’ PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT PROVIDED BY VALENS, WILL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS.  If Valens determines that products for which Buyer requested warranty services are not covered by the limited warranty, or if Valens provides repair services or replacement parts that are not covered by this limited warranty, Buyer will pay or reimburse Valens for all costs of investigating and responding to such request at Valens’ then prevailing time and materials rates.

10. No Third Party Products Warranty.

Notwithstanding the foregoing limited warranty, Valens does do not support or make any warranties about products manufactured or supplied by third parties that Buyer purchased through any sales channels other than directly from Valens through the Valens Website. All third party products will be subject to the terms and conditions of the third party product and all warranties will be provided by and subject to the terms and conditions provided by the third party.

11. No Cancellation.

Following payment confirmation, purchase orders are non-cancellable/non-refundable. All sales are final.

12. Returns.

To return a defective Product, during the Warranty Period, please contact Valens at customerservice@valens.com and describe the problem with the Product. If required, Valens will issue a Return Material Authorization (RMA) number to be used for the return of the defective Product. The returned Product must be sent out within seven (7) days after you get the RMA number or Valens reserves the right to refuse the return. Valens offers refund only for damaged Products with RMA number. If you return the Products randomly or if the Product is not damaged, Valens will not offer you any refund.

Valens shall bear the shipping charges for the return of defected products. When returning or replacing damaged items, customers shall follow the shipping instructions provided by Valens. Returns or replacements with no tracking information will not be processed.

13. Limitation of Liability.

EXCEPT FOR ANY APPLICABLE LIMITED WARRANTY DURING THE WARRANTY PERIOD, ALL PRODUCTS ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ FOR YOUR USE, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. IN NO CASE SHALL VALENS, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR ANY PRODUCTS PROCURED USING THE SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE PRODUCT OR ANY CONTENT (OR SERVICE) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR BY VALENS, EVEN IF ADVISED OF THEIR POSSIBILITY. IN ANY EVENT, THE MAXIMUM LIABILITY OF VALENS SHALL NOT EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE PRODUCT.

14. Indemnification.  

Buyer shall indemnify, defend and hold Valens harmless from and against any and all suits, claims, actions, damages to person or property, liability and expense (including reasonable attorneys’ fees) arising from or related to Buyer’s unauthorized use of the Products, or not in accordance of the Product’s specifications and Valens’ instructions.

15. Compliance with Laws and Regulatory Restrictions.

The parties shall comply with all applicable laws, rules and regulations. Additionally, Buyer shall (a) only use the Products in accordance with Valens’ instructions; and (b) obtain all necessary approvals and permissions Buyer may need; and (c) be solely responsible for ensuring that the Products are suitable for Buyer’s particular use.

16. Online Platform Restrictions.

Valens prohibits the listing, sale, and distribution of its Products and the displaying of any Valens trademarks on any Online Platforms without Valens’ express written consent. “Online Platform” shall mean any online sales channels. Buyer shall not offer or sell any Products on an Online Platform and shall not offer or sell to any person or entity who Buyer knows or should have reason to know is selling, listing, or attempting to sell, list or distribute Products on any Online Platforms, unless pre-approved in writing by Valens.

17. Force Majeure.

Valens shall not be liable hereunder for any failure or delay in the performance of its obligations under these Terms, if such failure or delay is on account of causes beyond its reasonable control, including civil unrest, war, fires, floods, accidents, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, beyond the reasonable control of Valens, for so long as such force majeure event is in effect and for a reasonable period thereafter. Valens shall endeavor to provide Buyer with notice of the occurrence of such an event within five (5) business days of its occurrence.

18. Assignment.

Buyer may not assign these Terms, either in whole or in part, nor delegate any performance hereunder, without the express, written consent of Valens, which consent shall be at Valens’ sole and absolute discretion. Any assignment without such consent shall be null and void. Valens may assign these Terms upon without any limitation.

19. Severability.

If any provision or portion of these Terms shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

20. General.

These Terms shall be governed and construed in accordance with the laws of the State of New York, without regard to its choice of law principles. For any litigation that may arise under these Terms or to enforce an award in accordance with these Terms, the Parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue (and waive any claim of forum non convenient) of the courts located in New York County, New York. The Parties expressly exclude the applicability of the United Nations Convention on International Sale of Goods. All agreements, covenants, conditions and provisions contained herein shall apply to and bind your assignees and successors in interest. Any failure by Valens to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. THE PARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY AND CONSENT TO A BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT. If either party incurs any legal fees associated with the enforcement of these Terms or any rights under these Terms, the prevailing party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other party. These Terms and any policies or operating rules posted by Valens on its Website or in respect to the Products constitutes the entire agreement and understanding between you and Valens and govern your purchase and use of the Products, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and Valens (including, but not limited to, any prior versions of these Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.