MEFERI Global Terms and Conditions of Sale

Effective Date: 2025.12.08

IMPORTANT NOTICE:

THIS DOCUMENT CONSTITUTES A PUBLIC OFFER. BY SUBMITTING A PURCHASE ORDER, ACCEPTING A QUOTATION, OR REMITTING PAYMENT AGAINST AN INVOICE ISSUED BY MEFERI TECHNOLOGIES CO., LTD. OR ITS AFFILIATES, THE BUYER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.

1. Applicability and Scope

1.1. General Applicability. These MEFERI Global Terms and Conditions of Sale (“Terms”) govern all offers, quotations, sales, and deliveries of Products, Software, and Services by MEFERI Technologies Co., Ltd. and its subsidiaries or affiliates (collectively, “MEFERI” or “Seller”) to any purchaser (“Buyer”).

1.2. Public Offer and Acceptance. These Terms constitute a standing public offer to sell Products and Services. The Buyer’s acceptance is confirmed by:

(a) Issuing a Purchase Order (PO) referencing a MEFERI quotation; (b) Paying an invoice issued by MEFERI (in whole or in part); or (c) Accepting delivery of Products or activation of Services.

These Terms supersede any prior oral or written understandings. However, in the event of any conflict or inconsistency between these Terms and a specific Master Purchase Agreement, Distribution Agreement, Partner Agreement, or Service Agreement mutually signed by authorized representatives of both Parties, the terms of such specific signed agreement shall prevail.

1.3. Modification. Any terms and conditions contained in the Buyer’s Purchase Order or other documentation that contradict or add to these Terms are hereby objected to and shall be null and void unless expressly accepted in writing by MEFERI.

2. Definitions

Authorized Partner: A legal entity (including Distributors, Resellers, and Service Centers) that holds a valid Authorized Partner Certificate issued by MEFERI. This status is subject to annual renewal based on the fulfillment of obligations under the relevant agreements signed with MEFERI.
Affiliate: Any entity that controls, is controlled by, or is under common control with MEFERI.
Buyer: Any individual, company, or legal entity purchasing Products or Services from MEFERI, including but not limited to Authorized Partners and End Users.
End User: The final purchaser who acquires the Product or Service for internal use and not for resale.
Products: MEFERI’s range of hardware equipment, including mobile computers, scanners, tablets, mounted PC’s, printers, and accessories.
Services: Tangible and intangible services provided by MEFERI, including MeCare Service Contracts, professional services, and software maintenance.
Software: Machine-readable instructions, including firmware, operating systems, and applications (e.g., Shadowalk, MeVision), licensed by MEFERI.
MeCare Contract: A prepaid service agreement providing extended warranty, support, and repair coverage, governed by the specific “MeCare General Terms of Service.”
Spare Parts: Original components, sub-assemblies, and parts supplied by MEFERI intended for the repair of Products. Note: The sale of Spare Parts is restricted exclusively to Authorized Service Centers or Distributors operating under a Hybrid Service Model with a valid Service Agreement.
List Price: The suggested retail price (MSRP) for Products and/or Services recommended by MEFERI for sale to End Users within a specific Territory.
Price Concessions (PC): Special, project-specific pricing or discounts granted by MEFERI based on projects registered with MEFERI. PCs deviate from standard Partner pricing and are approved on a case-by-case basis for specific opportunities.

3. Orders, Pricing, and Project Registration

3.1. Placing Orders. Orders shall be placed via formal Purchase Order (PO) or through the MEFERI Partner Portal. A PO constitutes an offer to buy and is subject to acceptance by MEFERI via a written Order Confirmation or Invoice.

3.2. Pricing. Unless otherwise agreed in writing, prices shall be MEFERI’s standard prices in effect at the time of order acceptance. Prices are exclusive of taxes, duties, levies, and shipping costs (unless specific Incoterms apply). Shipping costs shall be paid by the Buyer as set forth in the relevant invoice, unless otherwise agreed in a separate document.

3.3. Project Registration for Price Concessions (PC).

If standard pricing is not competitive for a specific project due to market conditions, volume, or strategic importance, the Buyer (if an authorized Partner) may register the project via the MEFERI Partner Portal https://portal.meferi.com/.

Process: The Buyer must submit accurate project details. MEFERI will review the request and, at its sole discretion, may grant a Price Concession.
Conditions: Products purchased under a Price Concession must be sold only to the specific End User and for the specific project identified in the registration. Diversion of these goods to other customers may result in the revocation of the discount and penalties.

3.4. Invoicing and Payment.

Standard Terms: 100% Prepayment prior to shipment/activation, unless credit terms have been expressly granted in writing.
Currency: Payments must be made in the currency specified on the Invoice (typically USD, EUR, or CNY).
Late Payments: MEFERI reserves the right to suspend deliveries or Service activation if payments are overdue.

4. Sales Channels and Direct Sales Policy

4.1. Channel-First Strategy. MEFERI operates primarily through a global network of authorized Distributors, Resellers, and Affiliates. MEFERI is committed to protecting and supporting this partner ecosystem.

4.2. Direct Sales Provision. Notwithstanding the above, MEFERI reserves the right to sell Products and Services directly to an End User or Buyer under the following specific circumstances, to ensure business continuity and brand reputation:

(a) Absence of Partners: If no authorized Distributor or Reseller exists in the End User’s specific territory or region capable of fulfilling the order (including customs clearance and local delivery).

(b) Partner Non-Compliance: If the designated Partner, Distributor, or Affiliate is in material breach of their agreement with MEFERI, or fails to provide adequate service levels required by the customer.

(c) Strategic Necessity: Upon mutual agreement with the End User, or where the complexity of the solution requires direct manufacturer engagement.

Note: In such cases, MEFERI aims to transition the account to a qualified Partner once one is established or the issues are resolved.

5. Software Licensing (Shadowalk & Firmware)

5.1. License, Not Sale. All Software provided by MEFERI (embedded in hardware or standalone) is licensed, not sold. Use of the Software is subject to the applicable End-User License Agreement (EULA) and/or specific Terms of Service.

5.2. Shadowalk MDM/EMM Licensing Models.

MEFERI offers its Shadowalk (Mobile Device Management) solution under two distinct models. The Buyer must specify the desired model in the Purchase Order:

(A) Cloud License (SaaS): A subscription-based model hosted on MEFERI’s cloud infrastructure. MEFERI is responsible for server maintenance, security, and uptime. The Buyer receives access credentials upon payment.
(B) On-Premise License: A perpetual or term-based license installed on the Buyer’s (or End User’s) own local servers. This model is intended for customers with strict data sovereignty or corporate security policies that prohibit cloud usage. The Buyer assumes full responsibility for server infrastructure, data backups, and security within their environment.

5.3. Firmware. The Buyer is granted a limited, non-transferable license to use the firmware solely for the operation of the specific MEFERI Product on which it is installed.

6. MeCare Service Contracts

6.1. Nature of the Transaction. The MeCare Service Contract represents a commitment by MEFERI to provide extended support, repair, and maintenance services. This contract acts as a digital product.

6.2. Acquisition and Chain of Payment.

Purchase: MeCare Contracts may be purchased by End Users through Authorized Partners or directly from MEFERI Affiliates.
Funds Flow: The End User pays the Seller (e.g., Reseller). The Seller remits payment through the supply chain (e.g., via Distributor) to MEFERI.
Obligation: Upon successful payment, activation, and assignment of the MeCare Contract to a specific Authorized Service Center, said Authorized Service Center assumes the operational obligation to fulfill the repair and support services in accordance with the applicable MeCare General Terms of Service.

6.3. Activation and Governance.

No Separate Signature Required: Payment of the invoice containing the MeCare Service SKU constitutes acceptance of the terms. No physical signature is required to validate the coverage.
Documentation: Upon processing the order, MEFERI will generate and send (via email) a Service Activation Package, including:
1. Activation Letter: Confirming coverage dates and Serial Numbers.
2. MeCare Support Services Guide: Instructions on how to request service (RMA).
3. General Terms of Service: The specific legal terms governing the chosen plan (e.g., MeCare Lite, Plus, Ultimate).
Service Delivery: Repairs and support are executed by the nearest MEFERI Authorized Service Center relative to the End User’s location, ensuring local language support and minimized logistics time.

7. Delivery, Title, and Risk

7.1. Delivery Terms. Unless otherwise stated on the Invoice, delivery terms for physical Products are FCA (Free Carrier) MEFERI’s designated warehouse (Incoterms® 2020). Shipping dates are estimates only.

7.2. Title and Risk.

Risk of Loss: Passes to the Buyer upon delivery of the Products to the first carrier.
Retention of Title: MEFERI retains title to the Products until full payment has been received.

7.3. Electronic Delivery. Services and Software licenses are deemed “delivered” upon transmission of activation keys, login credentials, or the Service Activation Package to the email address designated by the Buyer in the Purchase Order or order details.

8. Spare Parts Restrictions

8.1. Authorized Purchasers Only. The sale of Spare Parts is strictly restricted to:

(a) Authorized Service Centers (ASC) with a valid Service Agreement; or

(b) Hybrid Partners (Distributors/Resellers) who hold a valid Service Agreement authorizing them to perform repairs.

8.2. Prohibited Sale. MEFERI rejects orders for Spare Parts from entities that do not meet the criteria in 8.1. This ensures repair quality and safety standards.

9. Warranty

9.1. Standard Warranty. MEFERI warrants that Products will be free from defects in material and workmanship for the period defined in the official MEFERI Warranty Terms and Conditions.

Full text available at: https://www.meferi.com/en/us/support-services/warranty/warranty-terms-and-conditions

9.2. Exclusions. The Standard Warranty does not cover accidental damage, normal wear and tear, or software issues, unless covered by a specific MeCare Service Contract purchased separately.

10. Limitation of Liability

10.1. Exclusion of Indirect Damages. IN NO EVENT SHALL MEFERI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL THEORY.

10.2. Liability Cap. MEFERI’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO ANY TRANSACTION UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE BUYER TO MEFERI FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

11. Export Control and Compliance

11.1. The Buyer acknowledges that Products, Software, and Technology supplied by MEFERI may be subject to export control laws and regulations of China, the United States, the European Union, and other jurisdictions.

11.2. The Buyer agrees not to export, re-export, or transfer any Product or Software in violation of such applicable laws and regulations.

12. Data Privacy (GDPR/Personal Data)

12.1. To the extent MEFERI processes any personal data (e.g., for MeCare activation or Shadowalk account creation), MEFERI acts in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR).

12.2. The Buyer agrees to provide only necessary data (e.g., contact info for shipping/activation) and warrants they have obtained necessary consents from End Users. For further details regarding data processing, please refer to the MEFERI Data Processing Agreement available at: https://meferi.com/en/support-services/legal-center/data-processing-agreement/

13. Governing Law and Dispute Resolution

13.1. Governing Law. These Terms are governed by the laws of the People’s Republic of China.

13.2. Dispute Resolution.

Negotiation: Parties shall attempt to resolve disputes amicably within thirty (30) days.
Arbitration: If unresolved, the dispute shall be finally settled by arbitration administered by the Shenzhen Court of International Arbitration (SCIA) in Shenzhen, China. The language of arbitration shall be English.
Alternative: Upon mutual written agreement, Parties may select the Singapore International Arbitration Centre (SIAC) or Hong Kong International Arbitration Centre (HKIAC).

14. Miscellaneous

14.1. Force Majeure. MEFERI is not liable for delays or failures in performance caused by events beyond its reasonable control (e.g., pandemics, war, chip shortages, natural disasters).

14.2. Severability. If any provision of these Terms is found invalid, the remaining provisions remain in full force.

14.3. Entire Agreement. These Terms, combined with the accepted Invoice/Order Confirmation, constitute the entire agreement between the parties regarding the specific transaction, unless a Master Agreement exists.

Global Terms and Conditions of Sale