Terms of Service
General Terms and Conditions (Sale to Customers)
January 21st, 2025
1. Introduction
These General Terms and Conditions (referred to as the "Terms") apply to Black Swan Sourcing UG (Haftungsbeschränkt), hereinafter referred to as "Black Swan Sourcing," "Seller," "we," "us," or "our," and the entity acquiring our goods and services, hereinafter referred to as the "Customer," "Buyer," or "Purchaser" (collectively, the "Parties"). The use of capitalization and pluralization in these terms does not affect their interpretation.
These Terms govern the provision of our services, including but not limited to the sale of electronic components and consulting services. By engaging with our services, the Customer agrees to these Terms in their entirety.
2. Contact Information
Black Swan Sourcing UG (Haftungsbeschränkt)
Address: Webersplatz 15, 90403 Nuremberg, Germany
Email: info@blackswansourcing.com
3. Scope of Services
We, Black Swan Sourcing, offer the following goods and services:
3.1 Sourcing Solutions:
Also referred to as Independent Distribution Services, this includes, but is not limited to, the sourcing and supply of Central Processing Units (CPUs), Solid State Drives (SSDs), Hard Disk Drives (HDDs), Graphics Processing Units (GPUs), Memory Modules, and Semiconductors.
3.2 Procurement Advisory Services:
Advisory and consulting services related to the sourcing and sale of electronic components, such as CPUs, GPUs, SSDs, HDDs, Memory Modules, and Semiconductors, as well as other industry-relevant topics. This excludes consulting related to legal or financial products and services.
Important Exclusion: Black Swan Sourcing does not provide financial advice or any other consulting services that require special licensing, permits, or regulatory permissions.
4. Geographical Scope
Our services are available globally, subject to compliance with applicable trade laws, embargoes, and restrictions.
5. Clientele
Our distribution and consulting services are exclusively offered to businesses (B2B), primarily OEMs, EMS-Partners and System Integrators. Secondarily, to Resellers, Independent Distributors, Authorized Distributors, Manufacturers and Consulting Companies.
6. Ordering Process
6.1 Order Submission
Orders must be submitted by customers via a written Purchase Order ("PO") sent from their official business email address to an officially affiliated @blackswansourcing.com email address. Black Swan Sourcing does not accept verbal, informal, or unauthorized purchase orders.
6.2 Non-Cancellable, Non-Returnable (NCNR) Policy
All Orders sent by a Customer are considered Non-Cancellable and Non-Returnable (NCNR), unless explicitly specified otherwise in an official written quotation issued by Black Swan Sourcing. By placing a purchasing order, the customer agrees to enter a contract with us and give us time to source the requested goods.
We may accept the order by either communicating an order confirmation after sourcing the goods or by delivering the goods to the buyer. We also reserve the right to cancel orders if we cannot fulfill them due to pricing, availability, or other restrictions and circumstances.
Black Swan Sourcing will source only according to the Manufacturing Part Number (MPN) provided by the Customer. It is the Customer’s responsibility to notify Black Swan Sourcing in advance of any specific requirements or deviations related to the order, such as OEM firmware, packaging size variations, or other specifications.
6.3 Order Acknowledgment and Fulfillment
All quotations provided by Black Swan Sourcing are non-binding and subject to stock availability and price re-confirmation. Receipt of a Purchase Order ("PO") from the customer does not constitute a binding agreement or an obligation for Black Swan Sourcing to fulfill the order. A binding agreement is only formed once Black Swan Sourcing has confirmed stock availability, pricing, and delivery terms in writing through an official Order Confirmation or upon the physical delivery of goods to the customer.
Customers are responsible for ensuring that POs account for the possibility of dynamic market conditions and stock limitations. Any changes to pricing or stock availability will be communicated promptly during the sourcing process.
Order Fulfillment is subject to a range of factors, including but not limited to market conditions, stock availability, price changes and quality control requirements. The nature of Independent Distribution results in dynamic changes to pricing, stock availability, and lead times. These changes may occur within seconds, minutes, or days and are influenced by market conditions such as but not limited to:
Supply and demand fluctuations
Allocation and shortages
Hourly price adjustments and negotiations
Production cuts, production stops, and other external factors
The willingness of the stock owner to sell at the quoted terms
Black Swan Events, moderate and minor disruptive events
6.4 Quality Control Considerations
Fulfillment of an order may be contingent on external or internal quality control inspections to ensure compliance with our standards and customer specifications. Unless explicitly agreed upon in writing, Black Swan Sourcing’s responsibility for quality control is limited to verifying suppliers according to our discretion. Black Swan Sourcing does not conduct physical inspections unless requested in advance by the customer and agreed upon in writing.
If external quality control inspections are required by the customer, the associated costs will be borne by the customer unless otherwise agreed. Black Swan Sourcing is not liable for any defects or quality issues.
6.5 Limitation of Liability
To the fullest extent permitted by applicable law, Black Swan Sourcing shall not be held liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to:
Line-Down Situations: Black Swan Sourcing shall not be responsible for any production delays, operational stoppages, or line-down events caused by the unavailability, delay, or failure to deliver goods or services.
End-User and Supply Chain Issues: Black Swan Sourcing shall not be liable for any issues, losses, or damages arising from the customer’s end-users or their supply chain, including but not limited to, disruptions, delays, defects, or losses caused by sourcing issues, component failures, or delays in delivery.
Force Majeure: Black Swan Sourcing shall not be liable for any failure or delay in the performance of its obligations under these Terms due to any event or circumstance beyond its reasonable control, including but not limited to natural disasters, pandemics, wars, terrorism, civil unrest, government actions, labor strikes, trade embargoes, or unforeseen supply chain disruptions.
Market Conditions and Stock Availability: Black Swan Sourcing makes no warranty or guarantee as to the availability, price, or delivery schedule of any products or services. Prices, availability, and lead times may fluctuate without prior notice due to market conditions, supply and demand, production cuts, allocation issues, stock shortages, or the unwillingness of suppliers to sell at certain prices.
Indirect or Consequential Damages: Black Swan Sourcing shall not be liable for any loss of profits, business, revenue, reputation, goodwill, anticipated savings, or any other indirect or consequential damages, even if Black Swan Sourcing has been advised of the possibility of such damages.
Defects and Quality Control: Black Swan Sourcing’s liability for any defects in products is limited to the terms of the warranty as outlined in the specific quotation or agreement. Black Swan Sourcing is not liable for damages arising from defects unless explicitly covered under warranty, and is not responsible for quality control or inspections beyond what is agreed upon.
Cumulative Liability Cap: In no event shall Black Swan Sourcing’s total liability, whether in contract, tort (including negligence), warranty, or otherwise, exceed the total amount paid by the customer for the specific goods or services giving rise to the claim.
Exclusion of Warranty: Black Swan Sourcing makes no warranty or guarantee, express or implied, regarding the condition, fitness, merchantability, or performance of any products or services provided, except as specifically outlined in any relevant written agreement or quotation.
Acknowledgement: By engaging with Black Swan Sourcing’s services or purchasing products, the customer acknowledges and agrees that these limitations of liability are reasonable and constitute a fair allocation of risk in the provision of goods and services.
Black Swan Sourcing shall not be liable for any errors, delays, or damages caused by third-party suppliers, freight forwarders, or other intermediaries, including but not limited to mislabeling, shipping errors, or loss of goods during transit. Customers acknowledge that third-party services are engaged in good faith, and Black Swan Sourcing assumes no responsibility for their performance.
7. Delivery Terms
7.1 Delivery Terms: Deliveries adhere to the Incoterms specified in our quotation.
7.2 Lead Times: Delivery times and conditions are quoted individually and are only an estimate, and subject to change or cancellation from Black Swan Sourcing.
7.3 Geographical Limitations: We do not deliver to countries under embargo, if trade restrictions apply or any other legal limitations.
7.4 Black Swan Sourcing is not liable for delays, defects, or errors arising from supplier delivery to our freight forwarder or freight forwarder to the customer. Delivery times provided are estimates and subject to change.
8. Payment Terms
8.1 Payment terms are negotiated on a case-by-case basis.
8.2 Unless otherwise agreed, payment in advance is required.
9. Warranty and Liability
9.1 Warranty is only provided if explicitly mentioned in the quotation. The terms align with the warranty Black Swan Sourcing receives from its suppliers minus 3 weeks’ time for processing and shipping.
9.2 Defective Products covered under warranty will be replaced or refunded in the form of a credit or payout.
10. Returns and Refunds
10.1 Returns are only accepted under the following conditions:
10.1.1. The product does not match the PO or quotation.
10.1.2. The product is defective, and covered under warranty.
10.2. Refunds or replacements are at our discretion, subject to warranty terms.
11. Consulting Services
11.1 Our consulting services focus on procurement advisory to enhance sourcing activities.
11.2 An NNN agreement (Non-Disclosure, Non-Compete, Non-Circumvention agreements) is mandatory before engaging in consulting services. In the event of a breach of NNN agreements, Black Swan Sourcing reserves the right to terminate services immediately and pursue legal remedies.
12. Regulatory Compliance
12.1 Standards: Components must meet RoHS, REACH, or other relevant standards if indicated in the Manufacturer Part Number (MPN) provided by the customer.
12.2 Customer Requirements: Clients must inform us of any specific compliance needs beyond standard MPN details.
12.3 Black Swan Sourcing is not liable for regulatory non-compliance resulting from incorrect or incomplete information provided by the customer.
13. Data Storage and Privacy
We store customer-provided information such as contact details, MPN information, and related data for order fulfillment and operational purposes. Black Swan Sourcing does not sell customer data.
14. Limitation of Liability
14.1 Black Swan Sourcing is not liable for indirect, incidental, or consequential damages, including but not limited to loss of profits, loss of business, or interruption of service.
14.2 Liability for damages is limited to the amount paid by the customer for the relevant order or service.
14.3 Black Swan Sourcing is not liable for any errors, mislabeling, or loss occurring after the goods are handed over to the freight forwarder, except where such errors are directly attributable to Black Swan Sourcing’s gross negligence.
15. Governing Law and Jurisdiction
15.1 These Terms are governed by the laws of Germany.
15.2 Disputes will be resolved in the courts of Nuremberg, Germany.
16. Amendments
We reserve the right to update these Terms at any time. Customers will be notified of changes that significantly impact their rights or obligations.
17. Miscellaneous
17.1 If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will remain in effect.
17.2 These Terms constitute the entire agreement between the Customer and Black Swan Sourcing regarding the services provided.
Terms of Service
General Terms and Conditions (Purchase from Suppliers)
January 21st, 2024
1. Introduction
These General Terms and Conditions (referred to as the "Terms") apply to Black Swan Sourcing UG (Haftungsbeschränkt), hereinafter referred to as "Black Swan Sourcing," "Seller," "we," "us," or "our," and the entity selling us goods and services, hereinafter referred to as the "Supplier," "you," or "your" (collectively, the "Parties"). The use of capitalization and pluralization in these terms does not affect their interpretation.
1.1 "Goods" refers to the products, materials, or services provided by the Supplier to Black Swan Sourcing under a Purchase Order.
1.2 "Purchase Order (PO)" refers to the written order issued by Black Swan Sourcing specifying the Goods to be supplied, delivery terms, and other conditions.
1.3 "Defects" refers to non-conformity with specifications, industry standards, or the agreed-upon quality of Goods.
1.4 "Force Majeure" refers to unforeseeable events beyond the reasonable control of either Party.
These Terms govern the provision of our services, including but not limited to the sale of electronic components and consulting services. By engaging with our services, the Customer agrees to these Terms in their entirety.
2. Order Placement and Acceptance
2.1 All orders placed by Black Swan Sourcing are binding only when issued in writing as a Purchase Order. Verbal or informal commitments are not binding unless confirmed in writing.
2.2 Suppliers must confirm receipt of the PO in writing within 48 hours of issuance. Failure to confirm will be deemed acceptance of the PO terms.
2.3 Black Swan Sourcing reserves the right to cancel or amend POs prior to delivery if the Supplier fails to adhere to agreed-upon terms.
2.4 Black Swan Sourcing reserves the right to cancel or amend any PO without incurring penalties or liabilities if the Supplier fails to meet agreed-upon conditions, including but not limited to delays, non-conformity of Goods, or pricing inconsistencies.
3. Pricing and Payment Terms
3.1 Prices agreed in the PO are fixed and include all applicable taxes, duties, and charges unless otherwise stated.
3.2 Invoices must reference the PO number, item description, quantities, and agreed-upon prices.
3.3 Payment terms are Net 10 from the date of the receipt of a valid invoice and predicated on the successful delivery of goods, unless otherwise agreed in writing.
3.4 Black Swan Sourcing reserves the right to offset any amounts owed to the Supplier against any claims it has against the Supplier.
3.5 Payments will only be made upon successful delivery, acceptance, and verification of Goods against the PO terms. Black Swan Sourcing reserves the right to withhold payment in cases of dispute until such disputes are resolved.
3.6 Suppliers must issue accurate invoices. Any discrepancies or errors may result in payment delays without penalties to Black Swan Sourcing.
4. Delivery and Risk of Loss
4.1 Deliveries must adhere strictly to the terms, timeline, and location specified in the PO. Time is of the essence for all deliveries.
4.2 The Supplier bears all risks associated with the Goods until delivery is completed and accepted by Black Swan Sourcing or its designated freight forwarder unless previously specified otherwise during quoting.
4.3 Partial deliveries are not accepted unless explicitly agreed upon in writing.
4.4 Any delays or inability to meet delivery deadlines must be communicated promptly in writing. Black Swan Sourcing reserves the right to cancel the order or seek remedies for delays without liability.
4.5 If delivery deadlines are missed, Black Swan Sourcing reserves the right to recover associated costs, including expedited shipping fees, production stoppages, or other damages incurred.
4.6 The Supplier must ensure Goods are properly packed and labeled to prevent damage. Any damages occurring due to inadequate packaging will be borne by the Supplier.
5. Inspection and Acceptance
5.1 All Goods are subject to inspection and acceptance by Black Swan Sourcing. Inspection may occur at any stage of production, prior to shipment, or after delivery.
5.2 If Goods fail to meet the specifications, quality standards, or PO terms, Black Swan Sourcing may, at its sole discretion:
Reject the Goods and require an immediate replacement or refund in the form of a payment. Credits will not be accepted under any circumstance.
Request corrective action at the Supplier’s expense.
5.3 Rejected Goods must be removed by the Supplier at its expense within 5 days of notification.
5.4 Any Goods rejected by Black Swan Sourcing will be returned at the Supplier’s expense, and replacement Goods must be delivered within 5 days unless otherwise agreed. If replacement delivery fails, Black Swan Sourcing reserves the right to source Goods elsewhere and charge the Supplier for any excess costs incurred.
6. Warranty and Liability
6.1 The Supplier warrants that:
The Goods are free from defects in materials, workmanship, and design.
The Goods comply with all applicable laws, standards, and PO specifications.
The Goods are new, authentic, and fit for their intended purpose. In case of Clean Pulls or refurbished products, Black Swan Sourcing will only accept this type of product if it was requested in writing through the PO.
6.2 The warranty period extends depending on the product, to the corresponding manufacturer warranty unless otherwise agreed. The warranty begins on the day of the delivery.
6.3 Black Swan Sourcing may recover all costs, damages, and losses arising from defective Goods or breaches of this warranty.
6.4 If counterfeit or substandard Goods are supplied, Black Swan Sourcing reserves the right to:
Reject the entire shipment.
Recover damages, including but not limited to production losses and reputation harm.
Terminate the Supplier relationship without liability.
6.5 In cases where Goods are subject to recall due to Defects or non-compliance, the Supplier will bear all associated costs, including but not limited to shipping, replacement, and any damages incurred by Black Swan Sourcing or its customers.
7. Intellectual Property
7.1 The Supplier warrants that the Goods do not infringe any third-party intellectual property rights.
7.2 The Supplier indemnifies Black Swan Sourcing against all claims, damages, and expenses arising from IP infringement.
8. Compliance with Laws and Ethical Standards
8.1 The Supplier must comply with all applicable laws, regulations, and industry standards, including but not limited to:
Export and import regulations.
Environmental standards such as RoHS and REACH compliance.
Labor laws prohibiting child labor, forced labor, and unfair working conditions.
8.2 The Supplier agrees to contemporary ethical sourcing practices.
9. Confidentiality
9.1 All information disclosed by Black Swan Sourcing to the Supplier is confidential and must not be disclosed to third parties without prior written consent.
9.2 The Supplier must take all reasonable measures to safeguard Black Swan Sourcing’s confidential information.
9.3 Upon termination of the Supplier relationship or completion of any PO, the Supplier must return or destroy all confidential information belonging to Black Swan Sourcing.
10. Force Majeure
10.1 Neither Party shall be liable for delays or non-performance due to Force Majeure events.
10.2 The affected Party must notify the other in writing within 2 days of the occurrence and provide an estimate of the impact and duration.
10.3 The Supplier is required to provide evidence of Force Majeure events and take all reasonable steps to minimize disruption to deliveries.
11. Termination
11.1 Black Swan Sourcing may terminate any PO without liability if the Supplier:
Fails to meet the delivery timeline or quality requirements.
Becomes insolvent or unable to fulfill its obligations.
11.2 Upon termination, the Supplier must refund all payments for undelivered or defective Goods.
11.3 Black Swan Sourcing reserves the right to terminate any PO or agreement without cause, upon providing written notice.
11.4 Upon termination, the Supplier must immediately cease acquisition of Goods and refund any prepaid amounts for undelivered Goods.
12. Limitation of Liability
12.1 The Supplier’s liability for damages is unlimited in cases of fraud, gross negligence, or breaches of warranty.
12.2 Black Swan Sourcing shall not be liable for indirect or consequential damages unless caused by willful misconduct.
12.3 The Supplier indemnifies Black Swan Sourcing against all claims, liabilities, or costs arising from the Supplier’s negligence, non-compliance, or provision of defective Goods.
12.4 Neither Party shall be liable for consequential, incidental, or punitive damages unless arising from willful misconduct.
13. Governing Law and Jurisdiction
13.1 These Terms are governed by the laws of Germany, excluding its conflict-of-law provisions.
13.2 Disputes shall be resolved exclusively in the courts of Nuremberg, Germany.
13.3 In the event of disputes, the Parties will first attempt to resolve the matter through good-faith negotiations. If unresolved within 10 business days, disputes shall be settled by arbitration in accordance with the rules of the German Arbitration Institute (DIS), with the seat of arbitration in Nuremberg, Germany.
14. Miscellaneous
14.1 No modifications to these Terms are binding unless agreed upon in writing by both Parties.
14.2 If any provision of these Terms is deemed invalid, the remaining provisions shall remain enforceable.
Acknowledgment
By supplying Goods to Black Swan Sourcing, the Supplier acknowledges and agrees to these Terms.