Pepwave Polices
General Terms and Conditions of Sales
General Terms and Conditions of Sales
Last Updated: 30 April 2025
The following terms and conditions (“Terms and Conditions”) shall be incorporated into all contracts involving goods and services supplied by Pepwave International Limited and/or its affiliates (collectively, “Pepwave”), including but not limited to hardware, software licenses, and service subscriptions (hereinafter together referred to as “Products”). By proceeding with the purchase of the Product(s), you acknowledge and confirm your agreement to these Sales Terms and Conditions.
1. Pepwave Policies
These Terms and Conditions, together with other terms and conditions, agreements and policies at https://www.pepwave.com/support/policies/, are hereinafter referred to as “Pepwave Policies”. The Pepwave Policies shall prevail at all times over any terms and conditions proposed by you to the intent that any sale of goods by the Company shall be concluded on these Pepwave Policies only. Any terms and conditions provided by you, including those included in or referred to in your Purchase Order Form(s) and/or other documents, are expressly rejected by Pepwave, and those terms and conditions will not be adopted and will not bind Pepwave, even if Pepwave acknowledges receipt or processes such Order, or thereafter provides the Product(s) to you.
Notwithstanding the aforesaid, where we have entered into a value-added distributor (VAD) agreement or value-added reseller (VAR) agreement with you regarding the distribution and/or resale of the Products, any conflicts or inconsistencies between these Terms and Conditions and the terms outlined in the VAD/VAR agreement will be resolved in favor of the terms specified in the VAD/VAR agreement, unless otherwise stated.
2. Ordering
2.1 Placing Orders
All Orders shall be placed in writing, and sent through channels designated by Pepwave or submitted through the official online store. Each Order must specify the type and quantity of the Products requested and state the requested delivery date.
For Orders placed through our e-store, Orders without confirmation/payment within 30 days from when the Order is created will be cancelled without prior notice.
Please note that Pepwave does not offer drop-shipping.
2.2 Order Acceptance
All Orders are subject to Pepwave’s acceptance. All Orders will not bind Pepwave until Pepwave accepts the Order in writing. Partial shipment of an Order will not constitute acceptance of the entire Order in the absence of written confirmation of the entire Order by Pepwave.
2.3 Errors
Pepwave strives to make every piece of information as accurate as we could. In the event a product is listed with incorrect information due to a typographical error or at an incorrect price, we shall have the right to refuse or cancel any Orders so placed whether or not the Order has been accepted, your payment has been submitted, or your credit card has been charged. If you have submitted a payment and your Order is canceled, Pepwave will make a refund to you. If your credit card has already been charged and your Order is canceled, we will issue a credit to your credit card account in the amount of the charge.
3. Payment and Charges
3.1 Payment.
All payments will be made in accordance with the currency stated in the sales confirmation provided by Pepwave.
All payments to Pepwave should be made before shipment via wire transfer. If the amount of the wire transfer is less than USD/EUR/AUD/GBP/SGD 3,000 or JPY 300,000, payment should be made with an additional USD/ EUR/AUD/GBP/SGD 25 or JPY 2,500 bank charge for each such wire transfer. Each party should bear the bank charge payable to its own bank. For payments by credit card, an additional charge will be applied.
3.2 Other Charges and Taxes
All prices are exclusive of charges for freight, insurance, value-added, withholding, and any taxes and duties. You will pay all taxes and duties assessed, including any administration charges, in connection with the Products you purchased. Pepwave may prepay such charges in advance for your account, provided that such charges will be invoiced to you. You agree to indemnify and hold Pepwave harmless from all taxes, assessments or other governmental impositions of any nature whatsoever which may be levied upon the sales or use of the Products.
3.3 Payment Security
We work with third-party service provider(s) for processing credit card payments, who may store your credit card information. For our part, we do not store credit information other than the last four digits of your credit card number, which is only used for confirming an order. We work to protect the security of your credit card information during transmission by using Secure Sockets Layer (SSL) software, which encrypts information you input and all other private information as it travels over the Internet.
4. No Cancellation or Return
All sales are final with no right of cancellation or return. Please refer to the Standard Hardware/Software Warranty Policy at https://www.pepwave.com/support/policies/ regarding the Standard Limited Warranty that we offer.
5. Delivery
5.1 Delivery
Pepwave will use commercially reasonable efforts to deliver the Products at the dates specified in its written confirmation of an Order, but reserves the right to reschedule shipment according to stock availability.
Pepwave will not be liable to you or to any other party for any delay in the delivery of the Products.
If you have any concerns regarding the schedule, please contact [email protected].
5.2 Rescheduling.
You may reschedule an Order without charge provided that: (a) notice of the requested reschedule is received by Pepwave more than thirty (30) days from the originally-scheduled delivery date, and (b) the requested delay in delivery is no more than thirty (30) days from the originally-scheduled delivery date. An Order may only be rescheduled once unless both parties, in writing, agree for additional rescheduling.
5.3 Risk of Loss or Damage
Any software licenses or service subscriptions are deemed shipped and delivered upon our issuance of an email notification to you providing access details (if any) and/or confirming successful subscription(s)/renewal(s).
Any hardware Products shall be shipped EXW (Incoterm 2020) from Pepwave’s warehouse and/or any other location(s) designated by Pepwave. Risk of loss and damage shall fall upon you upon collection of the Products from Pepwave by the shipping provider. You shall be responsible for filing any appropriate claims with the carrier, regardless of the party listed as consignee.
6. Product Availability
Pepwave cannot guarantee availability of the Products, or the Products may not be available for immediate delivery.
Pepwave reserves the right, without liability or prior notice, to revise, discontinue, or cease to make available any or all products or to cancel any order. If there is any revision, discontinuance, or cessation, Pepwave may cancel your order or offer you Products that have substantially similar functionality and specifications to the Products ordered.
If Pepwave’s inventory of the Products is inadequate to meet current demand, Pepwave reserves the right to allocate available Products among its customers in such a manner as Pepwave, in its sole discretion, deems equitable, without liability to you.
7. Intellectual Property Rights
Except for those rights specifically granted in hereunder, Pepwave (and/or its affiliates and/or its suppliers) reserves and retains all right, title and interest in and possession of any and all designs, source code, schematic or technical information, report, documentation, schema, workflow, know-how of the Products, as well as any and all intellectual property rights in connection with the Products, including but not limited to any and all patents, patent applications, copyrights, trade secrets, trademarks, trade name, service mark.
In respect of any Software products or service subscriptions, Pepwave grants you a non-exclusive license to use the Software products or service in accordance with the End User License Agreement at https://www.pepwave.com/support/policies/ and other applicable sections of Pepwave Policies. You are not authorized to, and agrees that you will not: (i) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code, ideas, technology or algorithms; (ii) modify or create derivative works; (iii) remove or alter any proprietary markings or notices; or (iv) merge, link or incorporate software into any other software. Should you create any modifications or derivative works of Products, software, documentation or a portion thereof, you irrevocably assign and agree to assign all right, title and interest in any such modifications or derivative works to Pepwave. To the extent that software and/or documentation is embedded in a Product, the sale of such Product shall not constitute the transfer of ownership rights or title in such software and/or documentation, and all references to “sale” or “sold” of any software or documentation shall be deemed to mean a license. No rights or licenses with respect to any software source code are granted.
If you are in default of any of the terms herein, your license to any software and services will automatically terminate.
8. Indemnity Obligations
You will defend, indemnify, and hold Pepwave, its affiliates, officers, directors, shareholders, employees, and agents, harmless against any claims, actions, or demands arising out of or relating to any acts or omissions of you or your agents, affiliates, or employees in connection with the sales or the use or performance of the Products, including, but not limited to (i) willful misconduct or negligence of you, (ii) violation by you of any applicable laws, (iii) any breach of Clause 11 regarding Compliance with Law and Sanction, and (iv) any material breach by you of any of the terms hereof. Your obligations under this clause are contingent upon: (a) Pepwave giving prompt written notice to you of any such claim, action, or demand; (b) Pepwave allowing you to control the defense and any related settlement of any such claim, action, or demand; and (c) Pepwave furnishing you with reasonable assistance in the defense of any such claim, action or demand, so long as you pay Pepwave’s reasonable out-of-pocket expenses.
9. Limitation of Liability
In no event will Pepwave or its affiliates be liable to you or to any third party for any indirect, incidental, special, or consequential damages or losses, including without limitation, loss of use, profits or goodwill, or loss of data, data files or programs, arising out of or in connection with the sales or the use or performance of the products, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), willful misconduct, product liability, or otherwise, even if advised in advance of the possibility of such loss or damage.
In no event will Pepwave or its affiliates’ aggregate liability to you or any third party, from all causes of action and theories of liability, exceed the actual amount paid by you to Pepwave for products in the prior three (3) months from the date such liability arose or two (2) million USD, whichever is lesser. The limitation on liability for damages set forth in this section will not be affected by any failure of the sole and exclusive remedies under this agreement. This limitation of liability will apply notwithstanding the failure of the essential purpose of any limited remedies herein.
10. Force Majeure
Except for payment obligations, neither party will be responsible to the other for any failure or delay in its performance due to acts of God or other unforeseen circumstances beyond the reasonable control of either party, provided that such party gives prompt written notice thereof to the other party and uses its diligent efforts to resume performance.
11. Compliance with Law
You acknowledge that the Products are not designed to be used for any military applications, chemical or biological weapons, and sensitive nuclear end-uses, or missiles to deliver them.
You must comply with laws, rules, and regulations applicable to your purchase and use of the Products. You hereby represent and warrant that you are not, and have never been listed or named as, or otherwise associated with, a sanctioned or restricted person, entity, or nation on any sanctions list maintained by the United Nations, the United States, the European Union, the United Kingdom, Australia, Hong Kong or any other applicable governments (a “Sanctioned Party”). You also warrant that you are not acting, and have not acted, directly or indirectly, for or on behalf of any such Sanctioned Party. You further undertake not to sell or transfer any of the Products to a Sanctioned Party, or engage or cause a Sanctioned Party to possess any of the Products.
You acknowledge that a violation of this Section 12 will be a material breach. Pepwave reserves the right to cancel any or all of your Orders, whether accepted by us or not, and terminate any or all your service subscriptions, software licenses granted to you and other dealings with you without liability to you if you are found to be in violation of this Section 12. Pepwave may also, at its discretion, suspend any shipments to or dealings with you pending the resolution of any potential compliance issues.
12. Governing Law
The provisions of the U.N. Convention for the International Sale of Goods shall not apply to these Terms and Conditions, and any of the applicable Pepwave Policies. These Terms and Conditions, and any of the applicable Pepwave Policies, will be governed by and construed in accordance with the laws of Singapore, without regards to any conflict of law provisions. The parties hereby submit to the personal and exclusive jurisdiction of, and venue in the courts of Singapore. Before a claim is brought, the parties will try to resolve the matter via amicable negotiations.
13. Others
13.1 Severability
If any of these Terms and Conditions is found to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
13.2 Clause headings
Clause headings are inserted for convenience only and shall not affect the construction of these Terms and Conditions.
13.3 Amendments
Pepwave hereby reserves the right to vary, delete, amend or add to these Terms and Conditions or the Pepwave Policies from time to time, without prior notice to you. Such revision and/or addition shall become effective when published at https://www.pepwave.com/support/policies/.