These Seller Terms and Conditions of Sale (“Terms”) shall apply to any sale of products (“Products”) purchased through the Arduino online store (the “Store”). These Terms apply to Customers purchasing Products in the United Kingdom, European Economic Area and Africa. Customer represents and warrants that Customer has read, understood and agreed to be bound by these Terms and the Terms and Conditions. “Customer” means you individually and any person acting as your agent, under your authority, or with your permission and, if you are accepting these Terms on behalf of a company or other legal entity, that legal entity.

To the extent that any terms or conditions in the Privacy Policy or the Terms and Conditions are inconsistent with or conflict with these Terms, these Terms shall control, except to the extent that the Privacy Policy or the Terms and Conditions expressly states that these Terms are to be overridden or modified. Notwithstanding Customer’s agreement to these Terms, Customer acknowledges and agrees that Customer is also bound by the Terms and Conditions, which Terms and Conditions are expressly incorporated herein by reference. 

This is a legal agreement. By placing an order on the Store, Customer is accepting and agreeing to these Terms. Customer represents and warrants that Customer has the right, authority, and capacity to accept and agree to these Terms. Customer represents that Customer is of sufficient legal age in Customer’s jurisdiction or residence to purchase and use the Products and to enter into these Terms. If Customer cannot make these representations or does not agree with any of the provisions of these Terms, Customer should not purchase any Products.

Arduino uses Shopify to provide order processing and fulfillment services for purchases made through the Store. Shopify is not a party to the sales agreement between Arduino and Customer. However, if Customer accesses or uses any Shopify consumer services, products, features, or tools, Customer will be required to agree to Shopify’s own Terms of Service. For details on how Shopify may process a Customer’s personal information, please refer to Shopify’s own Privacy Policy. 

1. CUSTOMER ORDER.

A Customer’s order constitutes an offer to purchase Products from Arduino S.r.l. (“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 these Terms. Customer’s placement of an order for any Products shall constitute Customer’s assent to these Terms. 

2. ORDER ACKNOWLEDGMENT; INVOICES.

Upon receipt of an order for Products, Arduino will acknowledge such receipt by providing to Customer an email acknowledgment with the information regarding Customer’s order in writing (“Order Acknowledgment”). No 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. While nothing in these Terms affects the Customer’s statutory rights, Arduino will respect the contractual commitments it makes to the Customer, even to the extent that any terms and conditions set forth in any Order Acknowledgment or in any invoice delivered by Arduino to Customer in connection with any sale of Products are different from, inconsistent with or in addition to these Terms.

3. PRODUCT CHANGES.

Arduino expressly reserves the right, at any time before acceptance and without notice, to discontinue the production or change the specifications of any Product in its sole discretion.

After Customer places an order, Arduino may change a Product to: (a) reflect changes in relevant laws and regulatory requirements; and (b) make minor technical adjustments and improvements, provided these changes do not affect Customer’s use of the Product. If Arduino makes any other change to a Product after Customer places an order, Arduino shall notify Customer and Customer may cancel the order and end the contract before the change takes effect and receive a refund for any Products that Customer has paid for, but not received. Where Customer cancels an order pursuant to the foregoing, Arduino shall confirm such cancellation in writing (“Order Cancellation”).

4. PRICES AND PAYMENT.

Prices and promotions are subject to change, but such changes will not affect any order that has already been placed and confirmed by Arduino. Arduino takes reasonable care to ensure that pricing information is accurate. However, if an error in pricing is discovered after the Customer has placed an order, Arduino will inform the Customer as soon as reasonably possible and give the Customer the option to reconfirm the order at the correct price or cancel it.

Arduino accepts most major credit cards and debit cards, as well as other forms of payment (such as PayPal) as shown on the website. Arduino does not accept cash or cheques.

Arduino uses an encrypted and secure payment mechanism to help ensure the security of the Customer’s payment information. However, except where required by law, where Arduino has been negligent, or has breached these Terms or the Privacy Policy, Arduino will not be responsible for any loss the Customer may suffer if a third party gains unauthorised access to any information provided. 

The Customer’s payment method will be charged at the time Arduino accepts their order and sends the order confirmation. All orders must be paid in full, including for shipping, before the Products are dispatched to the carrier. 

If Arduino does not receive payment and the Customer has already received the Products, the Customer must either: (a) pay for the Products within fifteen (15) calendar days; or (b) return the Products, unused and in original condition, within the same timeframe. If the Customer does not take either action, Arduino may collect the Products from the Customer at their expense. Arduino will try to provide notice to Customer if Arduino intends to do this.

Nothing in this Section 4 affects the Customer’s legal rights to cancel the contract during the Return Period (as defined below) as set out in Section 8.

5. TAXES.

Unless required by applicable laws (including for sales of Products to Customers that are resident or domiciled in the EU and are consumers under EU law (“EU Consumers”) or that are resident or domiciled in the UK), prices do not include, and Customer shall be solely responsible for paying, any tax or other government charge or assessment upon the sale, shipment, production or use of Products ordered or sold hereunder, unless Customer provides Arduino with a valid and correct tax exemption certificate. Prices for EU Consumers and consumers in the UK include VAT at the applicable tax rate. If the rate of VAT changes between Customer’s order date and the date Arduino supplies the Product, Arduino will adjust the rate of VAT that Customer pays, unless Customer has already paid in full before the change in the rate of VAT takes effect. To the extent Customer is required by applicable law to withhold income taxes from any payments due to Arduino, then the amount due to Arduino in respect to such payment shall be reduced by the amount of such income tax withholding; then Customer will deliver to Arduino an income tax withholding certificate or similar documentation reasonably satisfactory to Arduino evidencing payment of any such income tax withholding. 

6. DELIVERY.

During the online checkout process, Customer will be given available delivery options. Arduino shall attempt in good faith to effect delivery in accordance with the instructions to the address specified by Customer in the order and in line with the estimated delivery date as Arduino shall provide to the Customer in any Order Acknowledgment, or other response to an order. If something happens which is outside of Arduino’s control and effects the estimated date of delivery, Arduino will provide Customer with a revised estimated date of delivery. Arduino may deliver the 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 being agreed that the delivery date will be revised only in the circumstances indicated in this Section 6. Title to the Products passes to the Customer once Arduino has received payment in full, and risk of loss of the Products passes to the Customer upon delivery of such Products to Customer.

7. INSPECTION BY CUSTOMER; CLAIMS FOR DAMAGE IN TRANSIT.

Customer shall carefully examine all deliveries of Products and shall notify Arduino of any alleged error, shortage, defect or non-conformity of any such Products as soon as reasonably possible; provided, that if Customer is an EU Consumer, Customer may rely on the two (2) year statutory warranty provided to EU Consumer pursuant to Section 13(ii). Please note that packaging of the Products may be different from that shown on the Store. 

Arduino is under a legal duty to supply Customer with the Products that are in conformity with this contract. 

9. RETURNS.

1. Returns Period. Customer has the right to return physical (i.e., non-digital) Products for any or no reason as explained in the terms of this Section 8. However, Customer does not have the right to return Products that are (a) made to Customer’s specification or which are clearly personalized;  (b) digital products (e.g., audio, video or software products) once Customer has accessed or downloaded them or has started using such Product before the expiry of the Return Period (as defined below) accepting that such usage will trigger the loss of the right of return referred herein; or (c) PLC keys. Customer’s return period will expire after thirty (30) calendar days from the day on which Customer acquires, or a third party other than the carrier and indicated by Customer acquires, physical possession of the Products (or the last Product if Customer orders multiple Products in one order and the Products are being delivered separately) (“Return Period”).

2. Process. To initiate a return, Customer must inform Arduino of Customer’s decision within the Return Period by contacting Arduino Support (as defined in Section 12 below) and stating Customer’s desire to return the Product. Customer shall arrange to have the return Product(s) shipped back to Arduino without undue delay and, in any event, within fourteen (14) calendar days from when Customer indicated its intent to return the Product(s), and Customer shall be responsible for any return shipping costs. If a Product consists of several parts, Customer must return all parts of the Product that is being returned in order to obtain a refund.

3. Refund. If Customer returns the Product(s) in accordance with this Section 8, Arduino will refund all payments received from Customer within fourteen (14) calendar days after receiving the Product(s) back from Customer (or, if earlier, fourteen (14) calendar days after Customer provides evidence that Customer has returned the Product(s)), including the cost of standard delivery (Arduino will only refund the cost of standard delivery, even if Customer choses a more expensive delivery option). Products returned under this Section 8 must be received by Arduino in a resalable condition, which means the Product has only been handled in a way which would be acceptable in-store, and there are no signs of wear and tear, cosmetic damage, or any other damage (such as missing accessories). Arduino may make a deduction from the refund for loss or damage occurring to the returned Products that are the fault of Customer. The refund will be issued to the same payment method that was used to make the purchase, unless expressly agreed otherwise by Arduino and Customer. 

4. Defective Items. EU Consumers have certain legal rights and remedies in relation to defective Products. If a Product is defective, Customer should contact Arduino Support. Arduino customer service will provide Customer with details of how to obtain a refund, repair or replacement (as applicable) for the defective item. Nothing in these Terms affects Customer’s legal rights if the Products are defective. Customer may also have other rights under applicable law.

10. SOFTWARE LICENSE.

If a Product includes any Arduino-provided software (including any artificial intelligence components), including program code together with applicable technical documentation made available by Arduino from time to time (collectively “Software”), Customer acknowledges that, in addition to these Terms, the Software may be subject to additional terms and conditions as set forth in the Terms and Conditions or other license agreements (“Additional Terms”). The Additional Terms, 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 Additional Terms, 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.

10. INTELLECTUAL PROPERTY.

All intellectual property rights relating to the Products, including any embedded or accompanying Software, designs, patents, trademarks (registered or not), trade names, logos, trade secrets, and any other intellectual property asset (collectively, the “IP”), are and shall remain the exclusive property of Arduino, its Affiliates (as defined below) and/or its  licensors and suppliers.

The sale of any Product does not grant the Customer any right, title, or interest in or to any of the IP in or to such Product, except for the limited, non-exclusive right to use the Product for its intended purpose, and subject to compliance with these Terms. 

Neither Arduino, nor any of its Affiliates delivering the Software, the Products or any other Arduino offerings, or portion thereof hereunder, is authorized to sell or license any Arduino offering or any portion thereof under the patents of any Arduino Affiliates. Accordingly, neither the license or provision of the Software, Products or other Arduino offerings or any portion thereof by Arduino or any Arduino Affiliates, nor any provision of these Terms, shall be construed as to grant to Customer, either expressly, by implication by way of estoppel, or otherwise, any license or other right under any of such patents of Arduino or any Arduino Affiliates. Customer and (as applicable) its affiliates, agree not to contend in any context that, as a result of the provision or use of the Software, the Products or any other Arduino offering, or any portion thereof, Arduino or any Arduino Affiliate has any obligation to extend, or that Customer or any party has obtained any right to, any license, whether express or implied, with respect to, any patent of Arduino or any Arduino Affiliates, for any purpose. 

The term “Affiliate” means, with respect to Arduino, any corporation or other legal entity that, at any time, directly or indirectly, Controls, is Controlled by, or is under common Control with Arduino (but only as long as such Control exists). For the purpose of this definition, the term “Control” means: (a) the beneficial ownership (whether direct or indirect) of more than fifty percent (50%) of the voting power of an entity; or (b) in the case of an entity that does not have outstanding voting shares or securities, the majority (i.e., more than fifty percent (50%)) of the equity interests in such entity is now or hereafter owned or controlled by another entity, either directly or indirectly.

11. 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; unless otherwise expressly authorized by Arduino in writing (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 Products; (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, trademark, trade name, service mark, logo 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; (vii) use the Products, Software or other Arduino offerings to identify or provide evidence to support any potential patent infringement claim against Arduino, its Affiliates, or any of Arduino’s or its Affiliates’ suppliers and/or direct or indirect customers; and/or (viii) take or permit any other action which could impair Arduino’s rights, or damage the image or reputation of quality inherent in the Products, Software, Arduino’s business, reputation, intellectual property or other valuable assets or rights. If Customer is a professional reseller or distributor and 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 Section 9 (Software License), Section 10  (Intellectual Property), and this Section 11 (Restrictions on Use) hereof as a condition of such rental, lease, sale or other transfer. 

The above is without prejudice to the use of the Software or other content, such as documentation, obtained pursuant to any public license agreements, open source, GPL, LGPL, Creative Commons, or any other non-proprietary license. 

12. SUPPORT AND ARDUINO’S DETAILS.

For any Customer problems with Products, Customer may contact the Arduino support team (“Arduino Support”) via the web form. Arduino will try to resolve any disputes with Customer quickly and efficiently. If Customer is unhappy with the Products ordered, the Arduino service or any other matter, please contact Arduino as soon as possible.

Arduino’s company details: Arduino S.r.l.

Address: Via Agostino da Montefeltro 2, Torino, 10134, Italy

VAT number: 09755110963

13. LIMITED WARRANTY, DISCLAIMERS, AND CUSTOMER’S KEY LEGAL RIGHTS. 

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT ALWAYS TO CUSTOMER’S MANDATORY STATUTORY RIGHTS AS A CUSTOMER: 

1. THE STORE, AND ALL PRODUCTS AND ANY SUPPORT OR OTHER SERVICES PROVIDED BY ARDUINO IN CONNECTION WITH THE PRODUCTS AVAILABLE ON THE STORE, ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT CONTRACTUAL WARRANTIES OR CONDITIONS OF ANY KIND UNLESS REQUIRED BY APPLICABLE LAW. THIS DOES NOT AFFECT CUSTOMER’S LEGAL RIGHTS. 

2. IF CUSTOMER IS AN EU CONSUMER, CUSTOMER’S PRODUCTS ARE COVERED BY THE MANDATORY TWO (2) YEAR STATUTORY GUARANTEE OF CONFORMITY UNDER EU LAW. THIS MEANS CUSTOMER’S PRODUCTS MUST CONFORM TO THE CONTRACT, BE AS DESCRIBED, FIT FOR PURPOSE AND OF SATISFACTORY QUALITY. IF THEY ARE NOT, YOU ARE ENTITLED TO REMEDIES INCLUDING REPAIR OR REPLACEMENT, OR IF THESE ARE NOT POSSIBLE, A PRICE REDUCTION OR REFUND. 

3. ANY SUPPORT OR OTHER SERVICES PROVIDED BY ARDUINO IN CONNECTION WITH THE PRODUCTS ARE INTENDED TO ASSIST CUSTOMER, BUT ARDUINO CANNOT GUARANTEE THAT THE PRODUCTS WILL OPERATE WITHOUT ERROR OR THAT EVERY ISSUE WILL BE SUCCESSFULLY RESOLVED. CUSTOMER’S STATUTORY RIGHTS AS A CONSUMER ARE NOT AFFECTED. ANY LIMITS ON ARDUINO’S LIABILITY IN RELATION TO SUPPORT OR OTHER SERVICES ARE SET OUT IN SECTION 14. 

4. IF CUSTOMER IS A CONSUMER LOCATED IN THE UK, CUSTOMER HAS CERTAIN KEY LEGAL RIGHTS AS DESCRIBED BELOW: 

1. IF CUSTOMER’S PRODUCT IS GOODS (FOR EXAMPLE, COMPUTER HARDWARE), UK CONSUMER LAW SAYS THE GOODS MUST BE AS DESCRIBED, FIT FOR PURPOSE AND OF SATISFACTORY QUALITY. DURING THE EXPECTED LIFESPAN OF CUSTOMER’S PRODUCT, THESE LEGAL RIGHTS ENTITLE CUSTOMER TO THE FOLLOWING: (A) UP TO THIRTY (30) CALENDAR DAYS: IF CUSTOMER’S GOODS ARE FAULTY, THEN CUSTOMER MAY OBTAIN A REFUND; (B) UP TO SIX (6) MONTHS: IF CUSTOMER’S GOODS CANNOT BE REPAIRED OR REPLACED, THEN CUSTOMER IS ENTITLED TO A FULL REFUND, IN MOST CASES; AND (C) UP TO SIX (6) YEARS: IF CUSTOMER’S GOODS DO NOT LAST A REASONABLE LENGTH OF TIME CUSTOMER MAY BE ENTITLED TO A PARTIAL REFUND;

2. IF CUSTOMER’S PRODUCT IS DIGITAL CONTENT, FOR EXAMPLE COMPUTER SOFTWARE, UK CONSUMER LAW REQUIRES IT TO BE AS DESCRIBED, FIT FOR PURPOSE AND OF SATISFACTORY QUALITY. IF IT IS FAULTY, CUSTOMER WOULD BE ENTITLED TO A REPAIR OR A REPLACEMENT. IF THE FAULT CANNOT BE FIXED, OR IF IT HAS NOT BEEN FIXED WITHIN A REASONABLE TIME AND WITHOUT SIGNIFICANT INCONVENIENCE, CUSTOMER MAY OBTAIN A FULL OR PARTIAL REFUND. IF CUSTOMER CAN SHOW THE FAULT HAS DAMAGED CUSTOMER’S DEVICE AND ARDUINO USED REASONABLE CARE AND SKILL, CUSTOMER MAY BE ENTITLED TO A REPAIR OR COMPENSATION.

3. IF CUSTOMER IS RECEIVING SERVICES (FOR EXAMPLE, SUPPORT SERVICES), THEY MUST BE CARRIED OUT WITH REASONABLE CARE AND SKILL. IF THEY ARE NOT, CUSTOMER CAN ASK ARDUINO TO REPEAT OR FIX THE SERVICE, OR, IF THAT IS NOT POSSIBLE, CUSTOMER MAY BE ENTITLED TO A PRICE REDUCTION.

5. TO AVOID DOUBT, NOTHING IN THIS CLAUSE AFFECTS CUSTOMER’S STATUTORY RIGHTS, WHICH CANNOT BE EXCLUDED OR LIMITED BY CONTRACT.

14. LIMITATIONS OF LIABILITY.

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence, and for fraud or fraudulent misrepresentation.

Arduino is not responsible for losses Customer suffers caused by Arduino breaching these Terms if the loss is:

1. Unexpected: it was not obvious that it would happen and nothing Customer told Arduino before Arduino accepted Customer’s order meant Arduino should have expected it (i.e., the loss was unforeseeable);

2. Caused by a delaying event outside Arduino’s control: As long as Arduino has complied with its obligations in the Section 21(Events Outside Our Control).

3. Avoidable: Something the Customer could have avoided by taking reasonable action. For example, damage to Customer’s own digital content or device, which was caused by digital content Arduino supplied and which Customer could have avoided by following Arduino’s advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by Arduino. 

To the extent that Customer uses a Product for the purposes of Customer’s trade, business, craft or profession (i.e. the Customer is not a consumer) then, save in respect of any liability which cannot legally be limited, Arduino’s liability for any loss Customer suffers is limited, as described in the following two paragraphs:

IN NO EVENT SHALL ARDUINO OR ITS AFFILIATES, DIVISIONS, PARENTS, SUBSIDIARIES, MANUFACTURERS, SUPPLIERS OR LICENSORS (AS THIRD PARTY BENEFICIARIES), INCLUDING WITHOUT LIMITATION THEIR PAST, PRESENT, AND FUTURE AGENTS, ASSIGNS, ATTORNEYS, CONSULTANTS, CONTRACTORS, DIRECTORS, EMPLOYEES, INSURERS, OFFICERS, AND REPRESENTATIVES 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 THE PRODUCTS, 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, IN EXCESS OF THE ACTUAL AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT(S) THAT DIRECTLY GAVE RISE TO THE DAMAGES OR OTHER LOSSES OR LIABILITIES CLAIMED.

IN NO EVENT SHALL ARDUINO OR ANY OF ITS AFFILIATES, DIVISIONS, PARENTS, SUBSIDIARIES, MANUFACTURERS, SUPPLIERS, OR LICENSORS (AS THIRD PARTY BENEFICIARIES), INCLUDING WITHOUT LIMITATION THEIR PAST, PRESENT, AND FUTURE AGENTS, ASSIGNS, ATTORNEYS, CONSULTANTS, CONTRACTORS, DIRECTORS, EMPLOYEES, INSURERS, OFFICERS, REPRESENTATIVES, SHAREHOLDERS, OR SUCCESSORS, 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 APPLICABLE LAW.

15. 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.

16. MODIFICATION.

Except as expressly provided herein, the key information in these Terms may not be modified, terminated, or repudiated, in whole or in part, after Customer has entered into these Terms unless Customer agrees to such change. 

17. EXPORT COMPLIANCE.

Customer’s purchase is solely for Customer’s own use. In the event Customer resells, exports, re-exports or transfers the Products to any third parties within the limits provided by applicable laws. Customer shall be responsible to comply with all applicable laws, rules and regulations with respect to use of the Product, including applicable EU and its Member States, UK, U.S. and other applicable sanctions, export, and import control laws and regulations. In connection with the performance of obligations under this agreement, Customer (i) will comply with all applicable sanctions, export, and import control laws and regulations, including by obtaining any required licenses, authorizations, or approvals; and (ii) will not knowingly engage in any activity that would reasonably be expected to cause Arduino to violate any applicable sanctions, export, or import control laws and regulations. Without limiting the foregoing, Customer will not directly or indirectly transfer, export, re-export, or release the Product (a) to any country or territory, or any government of or person located, organized, or resident in such country or territory, if at the time of such transfer, export, re-export, or release the country or territory is subject to comprehensive sanctions imposed by the EU or its Member States, UK, U.S. or other applicable governmental authority, absent applicable government authorization, or the country or territory is one with which Arduino has decided not to engage due to significant corruption, financial crime, terrorist financing, political, and business risks (i.e., Belarus, Cuba, Iran, North Korea, Russia, and the Crimea and other regions of Ukraine controlled by the Russian Federation); (b) to any person that is subject to restrictions under applicable EU or its Member States, UK, U.S. or other applicable sanctions, export, or import controls law or regulations; or (c) in violation of applicable EU or its Member States, UK, U.S. or other applicable sanctions or export controls laws or regulations. Arduino reserves all rights and remedies to enforce these restrictions, including injunctive relief, damages, and cancellation/termination of Customer’s purchase, to the extent permitted by applicable law.  

Customer agrees not to sell, export or re-export, transfer, release, or otherwise make available or enable access to the Products, directly or indirectly, to the Russian Federation or Belarus, or for use in the Russian Federation or Belarus, to the extent any of the Products fall under the scope of Article 12g of Council Regulation (EU) No. 833/2014 or Article 8g of Council Regulation (EC) No. 765/2006 (each as in force and amended from time to time). If Customer breaches this obligation, such breach shall be considered material and Arduino shall be entitled to seek appropriate remedies, including (without prejudice to any other right or remedy available to it) stopping deliveries, terminating the applicable contract(s), and/or damages, provided that such remedies are exercised in accordance with applicable consumer protection laws.

Customer warrants that it is not: (i) listed on a prohibited or restricted party list published by the U.S. or other applicable government or authority; (ii) located, organized or resident in a country or territory where the EU or its Member States, UK, U.S. or other applicable governmental authority imposes comprehensive sanctions, or in a country or territory with which Arduino has decided not to engage due to significant corruption, financial crime, terrorist financing, political, and business risks (i.e., Belarus, Cuba, Iran, North Korea, Russia, and the Crimea and other regions of Ukraine controlled by the Russian Federation); or (iii) owned (50% or more in the aggregate) or controlled, directly or indirectly, by a person or entity described in clauses (i) or (ii).

Any Product sold in violation of EU or its Member States, UK, U.S. or other applicable sanctions, export, or import controls laws or regulations cannot be serviced or supported by Arduino and any warranty otherwise applicable to any such items is therefore void, except where such exclusion is not permitted by applicable law. Customer acknowledges that nothing in these Terms shall cause Arduino to take any action that would cause Arduino to violate applicable law. Nothing in these Terms shall affect Customer’s statutory rights under applicable consumer protection laws.

18. 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.

19. SEVERABILITY.

The invalidity or unenforceability, in whole or in part, of any provision or portion hereof shall not affect in any way the validity and enforceability of the remainder of such or any other provision or portion. 

20. GOVERNING LAW.

If Customer is an EU Consumer, these Terms shall be governed by the law of the country in which they reside or are domiciled, and any actions or disputes shall be submitted to the jurisdiction of the competent court in that country. In all other cases, these Terms shall be governed by, and construed in accordance with, the laws of England and Wales. 

21. EVENTS OUTSIDE OUR CONTROL.

Arduino shall not be liable or responsible, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms 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, pandemic or other public health emergency, third party strikes, third party labor disputes, act of God, governmental action, civil disturbance, accident, or inability (for reasons beyond Arduino’s reasonable control) to obtain or use materials, labor, equipment, facilities or transportation, provided that Arduino will contact Customer as soon as possible to let Customer know and do what Arduino can to reduce the delay. If the delay is likely to be substantial, Customer can contact Arduino to end the contract and receive a refund for any Products that Customer has paid for in advance, but not received.

22. DATA PROTECTION.

When processing personal data relating to Customers, Arduino shall comply with the Privacy Policy. Customer’s privacy and personal information are important to Arduino. Any personal information that Customer provides to Arduino will be dealt with in line with the Privacy Policy, which explains what personal information Arduino collects from Customer, how and why Arduino collects, stores, uses and shares such information, Customer’s rights in relation to Customer’s personal information and how to contact Arduino and supervisory authorities if Customer have a query or complaint about the use of Customer’s personal information. Arduino works with other companies that help Arduino provide Products to Customer, such as freight carriers and credit card processing companies, and Arduino may have to share certain information with these companies for this purpose.

23. QUESTIONS

If Customer has any questions, comments or complaints regarding these Terms, please fill out this form.

24. MANDATORY PROTECTIONS.

Nothing in these Terms excludes or limits any statutory rights or warranties that are provided to consumers under applicable law, including any mandatory consumer warranties for electronic products and devices. If Customer is a consumer, Customer is entitled to the legal rights and remedies provided by applicable law in Customer’s country of residence or domicile, and nothing in this provision or these Terms affects those rights.

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If Customer is located in Italy, in accordance with articles 1341 and 1342 of the Italian Civil Code, the Customer declares to have read and understood the following sections of the Terms: Section 3 (Product Changes), Section 4 (Prices and Payment), Section 7 (Inspection by Customer; Claims for Damage in Transit), Section 11 (Restrictions on Use), Section 13 (Limited Warranty and Disclaimers) and Section 14 (Limitations of Liability).

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