Terms and Conditions

GENERAL

These Terms and Conditions of Use (“Terms”) apply to your use, as a consumer (“User”, “you”), of the services offered through the KartaView App, the KartaView Dongle (collectively “Grab Products”) offered by GrabTaxi Holdings Pte. Ltd. and/or its related corporations ("Grab", “we”, “us”).

Please read these Terms carefully before you access and use the Grab Products. Your access and use of the Grab Products indicates that you accept these Terms. If you do not accept these Terms, do not access or otherwise use the Grab Products. 

Grab may revise these Terms at any time in accordance with the provisions of this clause. We shall notify you of such changes via email with at least 7 days’ due notice before the changes take effect, which you agree shall be sufficient notice. 

PAYMENT TERMS, TAX EXCLUSION, LATE PAYMENTS

Payment Terms

Seller’s obligation to place the corresponding order with the Manufacturer is conditioned upon Seller’s receipt of the prepayment, as stated in Seller’s Quotation. Seller shall not be liable for any delivery delays caused by Buyer’s delay in remitting payment.

Tax Exclusion

Except as otherwise provided in the Quotation, no sales, use or other taxes and duties imposed on any sales and/or services are included in Seller's price.

Late Payments

Unless otherwise agreed to in writing signed by Seller and Buyer, commercial invoices are due for payment upon presentation. Payment received later than its scheduled date may cause a corresponding delay in the scheduled product delivery date. 

If the products are delivered in batches, failure to pay for a batch may cause late delivery of the later batches.

SCOPE OF SALE 

This Agreement is for the sale of physical goods ("Products") only. Seller provides no services, including but not limited to: installation, technical integration, data collection, data processing, calibration, or software customization. Any references to software herein refer solely to the firmware embedded in the Product by the Manufacturer (Hesai Technology Co., Ltd).

TITLE AND RISK OF LOSS

Unless otherwise agreed in writing, prices are DAP destination (Incoterms 2010). Notwithstanding the foregoing, Buyer shall be the Importer of Record and is solely responsible for all customs clearance, import duties, taxes, and regulatory approvals required for importation into the destination country. Title and risk of loss pass to Buyer upon delivery of the Products.

DIRECT SHIPMENT & DELIVERY

Buyer acknowledges that Products are shipped directly from the Manufacturer in China to the Buyer’s designated destination. Buyer acknowledges that shipment is performed by a third-party carrier selected by the Manufacturer. Seller’s liability for transit damage or loss shall be limited to facilitating claims against the carrier or Manufacturer on Buyer’s behalf.

All delivery dates are estimates provided by the Manufacturer. Seller shall not be liable for delays in delivery due to any cause not within Seller’s reasonable control or not avoidable by reasonable diligence. Such causes include, but not limited to strikes, riots, war, crime, epidemics, fire, acts of God, or compliance with any law, regulation or order of its government, supply chain disruptions or delays caused by the Manufacturer, customs clearance, and other force majeure events.

ACCEPTANCE AND INSPECTION 

Buyer shall perform a visual inspection on the products within five (5) business days upon receiving the same. Buyer may reject any products that have obvious defects or damage. It shall be deemed as acceptance of Buyer if no written objection has been received by Seller from Buyer within the aforementioned period.

CANCELLATION

Orders for standard products may only be cancelled with Seller’s written consent and may be subject to a restocking fee required by the Manufacturer. Orders for customized products are non-cancellable.

WARRANTY (PASS-THROUGH)

Seller does not manufacture the Products and provides no independent warranty. Seller hereby assigns to Buyer the benefits of the Manufacturer’s standard warranty, which covers defects in material and workmanship for a period of twelve (12) months from the date of receipt.

Buyer must notify Seller of any defects in writing. Seller will facilitate the warranty claim with the Manufacturer, but the Manufacturer’s decision on repair or replacement is final.

Buyer acknowledges that the warranty does not apply to the malfunctions resulting from Buyer's improper disassembly or repair. No product or part furnished by Seller shall be deemed to be defective as a result of Buyer's failure to properly store, install, operate or maintain the products or parts in accordance with good industry practices or specific recommendations made by Seller and/or within the inherent operating limitations of the products and/or parts, all of which are Buyer's responsibilities.

PROHIBITION ON REVERSE ENGINEERING

Buyer acknowledges that the Products contain proprietary trade secrets. Buyer shall not (and shall not allow third parties to) reverse engineer, disassemble, decompile, or attempt to derive the structure or logic of the Products. 

Buyer agrees to indemnify and hold Seller harmless against any claims, damages, or penalties (including liquidated damages imposed by the Manufacturer) arising from Buyer’s breach of this section.

EXPORT CONTROL COMPLIANCE

Buyer’s Representations and Warranties. Buyer acknowledges that the Products may be subject to applicable export control and sanctions laws and regulations of the PRC, the United States, European Union member states, and any other relevant countries or regions (including any laws and regulations as may be amended, updated, or newly enacted from time to time, collectively referred to as the "Export Control Regulations"). Buyer undertakes to comply strictly with all applicable Export Control Regulations, and further represents and warrants that:

  1. Neither Buyer, nor any of its affiliates, is a military end user or military intelligence end user, nor is listed on any sanctions or export control restricted party lists of any country or region, including but not limited to the Entity List or Military End User List administered by the U.S. Department of Commerce, and the Specially Designated Nationals and Blocked Persons List (“SDN List”) administered by the U.S. Office of Foreign Assets Control;
  2. No shareholder who directly or indirectly holds, individually or in aggregate, 50% or more of the equity interests in Buyer is listed on the SDN List; 
  3. Buyer shall not violate, and shall not cause Seller to violate, any Export Control Regulations.

Restrictions on End-Users and End-Uses. Unless prior written approval or license is obtained from the relevant governmental authority, Buyer shall not, directly or indirectly, export, re-export, transfer, provide, or use Seller's Products for, or in connection with, any of the following recipients or end-uses: 

  1. Any embargoed or sanctioned country or region, or any individual, enterprise, organization, or entity subject to sanctions or/and export control restrictions; 
  2. Any military end user or law enforcement authority; 
  3. Any prohibited military end-use or other restricted end-use.

Cooperation and Due Diligence Obligations. Buyer agrees to provide Seller with necessary documentation and reasonable assistance in a timely manner in connection with any matters related to customs duties, export control, or relevant government investigations or audits.

If Buyer breaches this Section of this Agreement, Seller shall have the right to suspend/terminate the supply or terminate this Agreement at its sole discretion and Buyer acknowledges and agrees that Seller shall not be liable for any loss and liability arising therefrom. Seller shall have the right to further require Buyer to compensate for any loss incurred.

Buyer agrees to indemnify, defend, and hold Seller harmless against any claims, damages, fines, or penalties (including any termination of supply by Manufacturer) arising from Buyer’s breach of this Export Control section

LIMITATION OF LIABILITY

The remedies of Buyer set forth herein are exclusive and, notwithstanding anything herein to the contrary, the total aggregate liability of Seller with respect to any claims under the Agreement or regarding the products as furnished hereunder, shall not exceed the price paid for the products upon which any such claim is based. Seller shall not be liable to Buyer or to any third party for (I) any consequential, incidental, special, punitive, or any other indirect damages arising out of the Agreement or out of any breach thereof, or (II) for any damages (direct or indirect) resulting from loss of use, lost profits or revenue, interest, lost goodwill, work stoppage, impairment of other goods, loss by reason of shutdown, increased expenses of operation, cost of replacement or claims of Buyer or customers of Buyer for service interruption whether or not such loss or damage is based on contract, indemnity, tort, strict liability, or otherwise, even if Seller is advised of the possibility of the same in advance.

TERRITORY RESTRICTION

Buyer acknowledges that the Products are sold for use or deployment solely within Singapore, Malaysia, Thailand, Indonesia, Philippines, Vietnam, Brunei, Cambodia, Laos and Myanmar. Buyer shall not resell, divert, or transship the Products outside of this Territory without Seller’s prior written consent.

NO ASSIGNMENT 

Buyer shall not subcontract and/or assign, directly or in a disguised form, to any third party the Agreement in whole or in part without prior written consent of Seller. Even where such consent is given by Seller, Buyer shall be jointly and severally liable to Seller for the performance of the Agreement by such third party.

GOVERNING LAW

This Agreement shall be governed by the laws of Singapore.

ARBITRATION 

Whenever a dispute arises between the Parties, relating to or arising out of the Agreement, the Parties agree to attempt to have their senior management amicably settle the matter. The Parties agree that any dispute that is not settled in a timely manner shall be resolved by binding arbitration before the Singapore International Arbitration Centre (SIAC) under the then applicable rules thereof.

MISCELLANEOUS 

Seller may include Buyer's name and logo in Seller's online customer lists and in Seller's print or electronic marketing and promotional materials. 

The Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The Parties agree that the Agreement may be transmitted and signed by email or other electronic interaction methods, and the documents formed by such transmission shall have the same legal force as the originals.