Automotive Connected
Modules & Solutions

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TERMS OF USE

APPLICABILITY arrow

TheseGeneralTermsandConditionsofSale(the"GTC")shallgovern the relationship between Titan (as defined below) and a customer (“Buyer”) purchasing products (including products to be developed by Titan upon specific instructions of Buyer) and/or services from Titan, unless and until Titan and Buyer both sign a formal written agreement for such products or services. Any terms deviating from these GTC shall be null and void unless Titan has explicitly agreed to such deviating terms in writing. “Titan” means one of the following entities (as applicable): Titan Automotive Solutions NV, Titan Automotive Solutions S.a.r.l., Titan Automotive Solutions GmbH, Titan Automotive Solutions Ltd., Titan Automotive Solutions Co., Ltd., or any of their applicable corporate affiliates. The placing of any purchase order will be considered as tacit acceptance of these GTC.

PLACING AND ACCEPTANCE OF ORDERS. arrow

Orders for products or services are placed by issuing a purchase order for such products or services to Titan. No purchase order issued will be deemed binding on Titan, unless Titan issues an express written acceptance of such purchase order. Until such express acceptance (“Order Acceptance”), Titan shall have no obligation to the Buyer. Titan’s acceptance of all orders and all offers and sales by Titan are subject to and expressly conditioned upon Buyer’s consent to these GTC. It is expressly understood that Titan's acceptance of a given purchase order is a matter of administrative convenience, but that any terms of Buyer’s purchase orders that are different from or in addition to those contained in this GTC are objected to by Titan and shall be of no effect unless expressly agreed to in writing by Titan. Commencement of performance or shipment shall not be construed as acceptance of any such different or additional terms. Acceptance by Buyer of products or services furnished by Titan pursuant hereto shall be deemed consent to these GTC. Only purchase orders accepted by Titan shall bind Titan. Titan reserves the right to alter orders (quantities, lead times and delivery dates) (i) where quantities specified in a purchase order, including an accepted purchase order, are significantly higher than historical norms, or (ii) in times of short supply. Titan further reserves the right to deliver products by instalments in any sequence and to tender a separate invoice in respect of each instalment.

ORDERCAN CELLATION arrow

Allpurchaseordersarenon-cancellableandnon-refundable after Order Acceptance. Neither reschedule, amendment or cancellation of a purchase orderby Buyer, neither derogation from any commitment made by Buyer to purchase a minimum order quantity of products within a certain amount of time is permitted once Order Acceptance occurred.

PRICES arrow

The prices that will be invoiced by Titan are the prices which apply at the moment of delivery of the products or services as shown on the then current price list. All price quotes are therefore indicative only and not legally binding. In case Titan and the Buyer have agreed to fix the prices against which the Buyer can order products or services during a certain period of time, and the costs for Titan to supply the products or services increases due to increase of labor costs, price of raw materials, transport costs, exchange rate fluctuations or changes in legislation (including taxes), Titan reserves the right to increase the thus fixed price(s) in proportion to the increase of the cost price and will use its reasonable efforts to give the Buyer at least one (1) month prior notice thereof before the effective date of the price changes. All prices quoted shall be Ex-Works (Incoterms 2020) Titan’s shipping point. Quoted prices are net of all taxes and costs and do not include transportation, insurance or any applicable sales, use, value-added, excise or other taxes, duties, fees or assessments imposed by any jurisdiction, all of which are to be paid by Buyer. Buyer will reimburse Titan if any of the foregoing is paid by Titan. All prices and other terms are subject to correction for typographical or clerical errors. Titan may, at its option, adjust all prices stated in currencies other than US dollar for exchange rate fluctuations.

TERMS OF PAYMENT arrow

Payment for all products purchased here under shall be made in advance by direct internet bank transfer. Notwithstanding the foregoing, Titan may, at its option and subject to the approval of the Buyer's credit line, elect to extend credit to Buyer, in which case invoices will be issued upon shipment and payment for the products shall be due in full within thirty (30) days from the invoice date by direct internet bank transfer, without prejudice to Titan's right to - at its sole discretion - change or withdraw such credit line at any time. Unless otherwise agreed to in writing by Titan, payment for services will be invoiced on a monthly basis or, if sooner, upon completion of the work. Payment of such invoices is due within thirty (30) days from the invoice date by direct internet bank transfer. Interest on late payments shall accrue daily and compound monthly at the rate of one and one-half percent (1.5 %) per month, but in no event to exceed the highest lawful rate of interest, calculated from the date such amount was due until the date payment is received by Titan. The Buyer may not set-off, deduct or withhold payment of any amount due to Titan because of any counter-claim, abatement, or other reason.

DELIVERY, TITLE AND RISK OF LOSS arrow

Products shall be delivered Ex Works (Incoterms 2020) Titan's shipping point. Delivery dates and lead times quoted for delivery of the products or the services are intended as estimates only and shall not be of the essence. Titan shall not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered or incurred by the Buyer as a consequence of any delay in delivery. Risk of loss and/or damage to products shall pass to Buyer upon delivery. Confiscation or destruction of or damage to products following delivery shall not release, reduce or in any way affect the obligations of Buyer towards Titan. In the event Buyer rejects or revokes acceptance of any products for any reason, all risk of loss and/or damage to such products shall nonetheless remain with Buyer unless and until the same are returned at Buyer’s expense to such place as Titan may designate in writing. In addition to Titan retaining title to the products that it delivers until Titan has received full payment of the respective products (including any transportation charges and late payment interest), Titan has the right to cease deliveries of products and/or services and has the right to reclaim products already delivered if amounts due by Buyer have not been paid by the payment due date.

ACCEPTANCE arrow

All products must be inspected upon receipt and claims filed by Buyer with the transportation company when there is evidence of shipping damage, either concealed or external. Any use of a product by Buyer for any purpose other than for inspection in accordance with the foregoing shall constitute acceptance of that product by Buyer. All products and services shall furthermore be deemed accepted by Buyer as being compliant with their respective purchase order unless written notice of the claimed nonconformity is received by Titan within ten (10) days of delivery thereof.

LIMITED PRODUCT WARRANTY arrow

Unless otherwise agreed, Titan warrants to Buyer that for a period of 12 months from the date of their delivery to Buyer, the products shall be free from defects in material and workmanship and operate in accordance with the specifications published by Titan. The Buyer must notify the Supplier of any (latent) defect within ten (10) days after the Buyer could have reasonably discovered the defect. The warranty is only for the benefit of the original Buyer and is not transferable. THE SOLE RESPONSIBILITY OF TITAN AND BUYER’S SOLE REMEDY UNDER THIS WARRANTY SHALL BE TO REPAIR OR REPLACE THE PRODUCT (OR IF REPAIR OR REPLACEMENT IS NOT REASONABLY POSSIBLE, OBTAIN A REFUND OF THE PURCHASE PRICE). TITAN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY, SATISFACTORY PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTY SHALL NOT APPLY TO ANY UNTESTED, PARTIALLY TESTED, UNFINISHED OR INCOMPLETE PRODUCTS OR TO ANY PRODUCT SAMPLES, DEMO UNITS OR PROTOTYPES. ALL SUCH PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. Titan’s warranty shall be null and void if the Buyer modifies or allows a third party to modify the products, unless the Buyer can prove that the defect in question has not been caused by the modifications effected by him or a third party or in case full payment has not been made by Buyer to Titan. The warranty will also not cover defects in the event that (i) the Buyer uses the products under circumstances other than those explicitly approved for use; (ii) the defect is due to mishandling during shipping or storage; (iii) the defect is due to use that does not comply with (a) applicable laws and regulations or (b) the information in the product instructions and/or on its packaging; (iv) the defect did not exist at the time of delivery and/or is the result of normal wear and tear on the products; and/or (v) the defect is the result of deterioration or accidents caused by carelessness, abuse or clumsiness, or lack of maintenance of the products. The limitations of liability set out in Section 9 of these Terms below shall be unaffected by this Section;

LIMITATION OF LIABILITY AND CLAIMS arrow

TITAN'SAGGREGATELIABILITY IN DAMAGES OR OTHERWISE SHALL IN NO EVENT EXCEED THE AMOUNT, IF ANY, RECEIVED BY TITAN HEREUNDER FOR THE PRODUCTS GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL TITAN BE LIABLE FOR LOSS OF INCOME, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF GOODWILL OR REPUTATION, LOSS OF ANTICIPATED SAVINGS, LOSS OF MARKETING COMMITMENTS, LOSS OF DATA, GOODWILL, USE OF MONEY, OR USE OF PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS OR ANY TYPE OF LUCRUM CESSANS OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS IN CONTRACT (INCLUDING GRAVE FAULT), TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE SALE OF PRODUCTS AND/OR SERVICES HEREUNDER. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PRODUCTS OR SERVICES FURNISHED BY TITAN MAY BE BROUGHT BY BUYER MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUED.

INDEMNIFICATION arrow

Buyer agrees to defend, hold harmless, and indemnify Titan and its directors, officers, employees, agents and affiliates from and against any and all damages, liability, costs and expenses (including but not limited to reasonable attorneys’ fees) arising out of any (a) breach of these GTC by Buyer; (b) claim for negligence, misrepresentation, false statement, intentional misconduct, or other act or omission by Buyer, its customers, OEM’s, distributors, distributors, employees, agents or other representatives in connection with the sale of the products; (c) personal injury, death or property damage caused by Buyer's products in which Titan products are included, or any employees, agents or other representatives of Buyer; and (d) any claim that the integrated or combination of the products by Buyer with any other product(s), infringe any intellectual property rights of a third party or fail to conform to any safety or other government laws or regulations. Titan shall promptly provide Buyer with notice of any indemnified claim and cooperate with Buyer, at its expense, in the defense or settlement of any such claim.

INTEGRATION RIGHTS arrow

Without prejudice to Sections 12 and 13 hereunder, Buyer shall have the right to integrate products as delivered by Titan into Buyer's products and to sell, offer to sell, and distribute such Buyer products. Buyer shall not remove or omit any copyright or other proprietary notices placed or included by Titan on any product or in the product software, documentation or other materials provided in conjunction with the product.

USE DECLARATIONS arrow

12.1 QUALCOMM DECLARATION. In case Buyer purchases Connected Vehicle Modules (as defined below) from Seller that uses licensed intellectual property belonging to Qualcomm Incorporated, such Modules shall solely be used by Buyer for incorporation into a Connected Vehicle Unit (as defined below), and shall not be used for any other purpose or resold by Buyer to any third party as a standalone product. “Connected Vehicle Modules” means an Embedded Module that (a) is designed to be embedded solely within a Connected Vehicle Unit; (b) is not intended to be removed (and cannot be removed without a tool) from the Connected Vehicle Unit by the end-user; and (c) is sold or used solely when permanently incorporated into a Connected Vehicle Unit (and is so used by the direct or indirect purchaser). “Embedded Module” means an electronic assembly (e.g., a module or modem card) that: (a) contains, at a minimum,multiple individually packaged integrated circuits mounted on a printed circuit board assembly or similar substrate, and circuitry capable of permitting a device to perform any or all of the following functions: reverse link modulation and forward link demodulation, baseband processing, or protocol stack messaging; and (b) solely when embedded within a complete device, is capable of being used to implement wireless communications transmissions in accordance with any Covered Standard (and is not capable of initiating or receiving wireless communications transmissions in accordance with any Covered Standard without being embedded within a complete device). “Covered Standard” means a CDMA Standard, an LTE 4G Standard, or the 5G Standard. “Connected Vehicle Unit” means an electronic device, or a combination of electronic devices that, individually or collectively: (a) is designed to be installed solely in a Vehicle; (b) is capable of initiating or receiving wireless telecommunications transmissions in accordance with any Covered Standard, but only when it is physically and electrically connected to a Vehicle; (c) is either (1) not intended to be removed (and cannot be removed without a tool) from the Vehicle by an end-user of the Vehicle or (2) is primarily designed to connect to a vehicle using an OBD2 interface or other vehicles specific interface; and (d) is at least one of the following: (1) an in-vehicle control unit that, solely when installed in a Vehicle, communicates with the Vehicle’s control units and uses a wireless air interface to provide telematics services such as automatic crash notification, roadside assistance services, vehicle tracking, remote door services, navigation assistance, traffic assistance, concierge services, fleet management, and on-board diagnostics, or (2) the control center and user interface for the Vehicle’s entertainment center. “Vehicle” means an automobile (including a 2, 3, or 4-wheel automobile), a truck, or a bus.

RESTRICTED USES arrow

THE PRODUCTS ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE, AND SHOULD NOT BE USED OR SOLD OR RESOLD FOR USE, IN ANY APPLICATIONS REQUIRING FAIL- SAFE PERFORMANCE OF THE PRODUCTS AND/OR IN WHICH A MALFUNCTION OR A FAILURE OF THE PRODUCTS COULD LEAD TO PERSONAL INJURY OR DEATH, OR SERIOUS PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING BUT NOT LIMITED TO APPLICATIONS SUCH AS (A) LIFE SUPPORT MACHINES OR OTHER LIFE PRESERVING MEDICAL DEVICES OR SYSTEMS; (B) AIR TRAFFIC CONTROL OR AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS; (C) CONTROL EQUIPMENT FOR NUCLEAR FACILITIES; OR (D) MISSILE, NUCLEAR, BIOLOGICAL, OR CHEMICAL WEAPONS, OR OTHER MILITARY APPLICATIONS (COLLECTIVELY, “RESTRICTED USES”). ALL RESTRICTED USES OF THE PRODUCTS ARE STRICTLY PROHIBITED AND SHALL AUTOMATICALLY VOID ANY WARRANTIES OR INDEMNITIES PROVIDED BY TITAN, AND RELEASE TITAN FROM ANY OBLIGATION TO PROVIDE ANY TRAINING OR SUPPORT, WITH RESPECT TO SUCH PRODUCTS. WITHOUT LIMITING THE FOREGOING, BUYER SHALL NOT INTEGRATE OR OTHERWISE USE PRODUCTS WITH PRODUCTS FOR SALE OR PROVISION TO CUSTOMERS FOR ANY RESTRICTED USE.

INTELLECTUAL PROPERTY RIGHTS arrow

Except if expressly provided otherwise in this GTC, the sale of products or provision of services hereunder does not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned or controlled by Titan, whether relating to the products sold or any manufacturing process or other matter. All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by Titan. Nothing in this GTC shall furthermore be construed as a sale, assignment or transfer of product software to Buyer or any customer of Buyer; provided, however, that each customer that purchases a Buyer product containing a Titan product shall have a limited license to use and execute the Titan software as required for the use of such Buyer product, and for no other purpose. Except with the prior written consent of Titan, Buyer shall not (a) disassemble, decompile, decode, reverse engineer, alter, modify, adapt, or create any derivative works based on, the software; (b) copy the software; or (c) distribute the software apart from the associated Titan products.

DEFAULT AND TERMINATION arrow

Without prejudice to any other rights it may have, Titan shall be entitled to (1) suspend its performance and withhold shipments, in whole or in part, and recall products in transit, retake the same and repossess any products held by Buyer for Titan's account, (2) declare all sums owing to Titan immediately due and payable; and/or (3) cancel some or all of the outstanding purchase orders with immediate effect and without prior intervention of a court or arbitral tribunal being required, in case Buyer: - fails to pay any amounts when due hereunder; - cancels or attempts to cancel its accepted purchase orders prior to delivery or refuses delivery; - otherwise fails to perform any of its obligations hereunder, which failure is not cured within fifteen (15) days of Titan’s written notice specifying Buyer's default; and/or - becomes insolvent or enters into dissolution or liquidation, files for a petition in bankruptcy, has been declared bankrupt, has been dissolved or has filed a voluntary petition for proceedings in temporary relief of creditors, or any similar events under the laws of any competent jurisdiction. Exercise of any of the foregoing remedies by Titan shall not preclude exercise of any of the others, and neither the existence nor exercise of such remedies shall be construed as limiting, in any manner, any of the rights or remedies available to Titan under the US Uniform Commercial Code (if applicable) or other similar laws.

EXPORT CONTROL arrow

Buyer acknowledges that the Products and related information may be subject to certain U.S., European Union and other jurisdictions’ export and re-export restrictions and economic sanctions laws and regulations (collectively “Trade Control Laws”). Buyer shall at all times fully comply with applicable Trade Control Laws and shall not (re- )export any product without Supplier’s specific written authorization. In particular, but without any limitation, Buyer shall take all measures required to avoid that the products and related information will be used either separately or in combination with other items and regardless whether directly or indirectly (whether through any third party agent, distributor, reseller or similar person) for the following: (i) Transactions involving persons, organizations or institutions listed on any government list of prohibited or blocked persons or entities including without limitation sanction lists under the United Nations, European Union Regulations, U.S. Specially Designated Nationals and Blocked Persons List and/or other applicable export control laws and regulations; (ii) Transactions involving embargoed countries or countries the subject of U.S. and European Union economic sanctions; (iii) Transactions for which the required authorization from any governing or other applicable authority is not granted; or (iv) Transactions related to nuclear, biological or chemical weapons or related to other military end-use or item or technology controlled for export by any applicable government authority. Buyer shall immediately notify Titan if Buyer has any information or suspicion that there may be a violation of the Trade Control Laws and shall cooperate fully with Titan in any related official or unofficial audit or inspection.

PRODUCT SAFETY arrow

Buyer shall comply fully with all industry safety standards and all safety-related laws, rules and regulations applicable to the manufacture, distribution or sale of items incorporating the products supplied by Titan. Buyer shall defend and hold Titan harmless against any expense, loss, costs or damages relating to any claimed failure by Buyer to comply with such industry standards, laws, rules or regulations or from any bodily injury, illness or property damage resulting from products manufactured by Buyer which incorporate the products supplied by Titan.

COMPLIANCE WITH LAWS arrow

In performance of their obligations under these GTC or any order, the parties shall comply with any and all applicable laws. They shall not pay, offer to pay or authorize payment, directly or indirectly, to any persons in order to influence these persons or their decision so as to get unlawful benefits or reach any other illegal objectives. They shall not make actions qualified by the applicable legislation hereto as giving / taking a bribe or actions running counter to requirements of the applicable legislation, including, but not limited to, the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act.

FORCE MAJEURE arrow

Except for payment obligations hereunder, neither Party shall be liable if the performance of its obligations under these GTC becomes reasonably impossible due to causes beyond its reasonable control, such as but not limited to wars, embargoes, strikes, lockouts, accidents, fires, Acts of God, pandemics, epidemics, floods or seizure, or control or rationing imposed by governmental authorities or any other occurrences beyond its reasonable control ("Force Majeure"); provided, however, that such party hereto shall immediately notify the other party hereto in writing of the occurrence of the event of Force Majeure (with reasonable particulars); and provided further, that such party hereto shall thereafter take all commercially reasonable efforts with a view to its performance hereunder being resumed within the shortest possible time.

GENERAL arrow

No change or supplement to these GTC shall be binding on Titan unless expressly agreed to in writing by Titan's authorized representative. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision herein. Any invalid or unenforceable provision will be replaced by another provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s). Failure or delay on the part of either party to exercise any right, power, privilege or remedy herein shall not constitute a waiver thereof. The section headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation of these GTC.

GOVERNING LAW arrow

In the event of a dispute between Buyer and Titan arising out of, or relating to, these GTC, their interpretation or performance hereunder, the parties shall exert their best efforts to resolve the dispute amicably through negotiations. The validity, construction, and interpretation of these GTC and all purchase orders issued hereunder, and all matters of extra-contractual and/or tort liability, if any, arising out of or in relation thereto shall be solely and exclusively governed by and construed in accordance with the applicable law determined as follows: (i) for sales made by (i) Titan Automotive Solutions NV, the laws of the Kingdom of Belgium shall apply (ii) for sales made by Titan Automotive Solutions Sarl, the laws of France shall apply; (iii) for sales made by Titan Automotive Solutions Co., Ltd., the laws of the Republic of Korea shall apply; (iv) for sales made by Titan Automotive Solutions GmbH, the laws of the Federal Republic of Germany shall apply and, in all cases, without giving effect to any other choice-of-law or conflict-of-laws rules or provisions (national, foreign or international) that would cause the laws of any other jurisdiction to be applicable. The United Nations Convention on Contracts for the International Sale of Goods, as well as the provisions of Title 3/1 of Book VI of the Belgian Economic Law Code are hereby expressly excluded.

CHOICE OF JURISDICTION arrow

The parties agree, consent and submit to exclusive jurisdiction, and stipulate to proper venue, for the adjudication or disposition of any claim, action or dispute arising under or in connection with these GTC, including their interpretation, performance or termination, or to a breach hereof, or concerning any matters of extra-contractual and/or tort liability, if any, arising out of or in relation with these GTC, that is not amicably settled by the parties, in the following courts: (i) for sales made by Titan Automotive Solutions NV, the courts located in Brussels, Belgium shall have sole and exclusive jurisdiction (ii) for sales made by Titan Automotive Solutions Sarl, the courts located in Caen, France shall have sole and exclusive jurisdiction; (iii) for sales made by Titan Automotive Solutions Co., Ltd., the courts located in Seoul, Korea shall have sole and exclusive jurisdiction; and (iv) for sales made by Titan Automotive Solutions GmbH, the courts located in Hamburg, Germany shall have sole and exclusive jurisdiction. Each party hereby expressly consents to personal jurisdiction in applicable forum set forth above and expressly waives any right to object to such personal jurisdiction, or the convenience of such forum. In any lawsuit filed by either party to interpret or enforce any provision of these GTC, the prevailing party shall be entitled to recover, in addition to its damages, its reasonable attorneys’ fees and costs incurred in such lawsuit.