Terms and Conditions
1. Definitions & Interpretation
The definitions and interpretations of the provisions set out in SCHEDULE 1 will apply to these Terms & Conditions of Sale, unless otherwise provided and/or defined herein.
2. Purchase of Products
2.1 Customer Compliance. You, as the Customer agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the purchase of Products through the Platform, as well as any amendments thereto, issued from time to time by BILINEAR, whether as part of use of the Platform or in relation to the purchase of Products. BILINEAR reserves the right to revise these guidelines, notices, operating rules and policies and instructions at any time and the Customer is deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform and agree to be bound thereby by the continued use and/or access thereof.
2.2 Product Description. While BILINEAR does not endeavor to provide an accurate description of the Products, BILINEAR warrants that such description is based on its available records, current and understood to be free from error. In the event that the Product the Customer receives is of a fundamentally different nature from the Product as described on the Platform and which the Customer has ordered, CLAUSE 6 of these Terms & Conditions of Sale shall apply.
2.3 BILINEAR. This Platform is operated by and maintained by BILINEAR. The Products are sold by BILINEAR as the “Seller”
2.4 Placing the Customer Order. The Customer may place an Order by completing the Order Form on the Platform and clicking on the “Place Order” button. BILINEAR will not accept Orders placed in any other manner. The Customer shall be responsible for ensuring the accuracy of the details and information pertaining to the Order.
2.5 BILINEAR’s Reservation of Rights with regard to the Orders. All Orders shall be subject to BILINEAR’s acceptance in its sole discretion and each Order accepted by BILINEAR (such accepted Order to be referred to as a “Customer Contract”) shall constitute a separate contract. The Customer acknowledges that unless the Customer receives a notice from BILINEAR accepting the Customer Order, BILINEAR shall not be party to any legally binding agreements, contracts or promises made between BILINEAR and the Customer for the sale or other dealings with the Product(s) and accordingly BILINEAR shall not be held liable for any Losses which may be incurred as a result thereof. For the avoidance of doubt, BILINEAR reserves the right to decline to process or accept any Order received from or through the Platform in its absolute discretion.
2.6 Termination by BILINEAR in the event of Pricing Error. BILINEAR reserves the right to terminate, the Customer Contract, in the event that a Product has been mispriced on the Platform, in which event BILINEAR shall notify the Customer of such cancellation by giving three days’ notice. BILINEAR shall have such right to terminate such Customer Contract whether or not Products have been dispatched or are in transit and whether payment has been charged to the Customer. Upon termination of the Customer Contract in event of pricing error, BILINEAR shall refund the payment charged to the Customer for the Product. Upon payment of refund, customer shall hold BILINEAR harmless and free from any liability on account of the pricing error.
2.7 Product Warranty. The Products sold in the Platform shall not be subject to any warranty except those expressly required by law and which cannot be waived. BILINEAR expressly warrants that it has the right to sell the Product and possesses the right and the authority to transfer ownership thereof to the Customer as the Buyer. Any and all warranties not expressly made herein by BILINEAR are hereby waived and rendered inapplicable.
2.8 The Customer’s Acknowledgement. The Customer acknowledges and warrants that the Customer has not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of BILINEAR which has not been stated expressly in a Customer Contract or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced by BILINEAR. The Customer also acknowledges and agrees that to the extent allowed under Philippine law, the exclusion of warranties, exclusion of liability and exclusion of remedies in these Terms & Conditions of Sale and Customer Contracts allocate risks between the parties and permit BILINEAR to provide the Products at lower fees or prices than BILINEAR otherwise could and the Customer agrees that such exclusions on liability are reasonable.
2.9 No Representations or Warranties. BILINEAR does not make any further warranties, without prejudice to the generality of the foregoing Clause 2.9, and to the extent allowed under Philippine law:
2.9.1 Neither condition is made nor to be implied, neither is any warranty given nor implied as to the life or wear of the Products supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to BILINEAR;
2.9.2 Any actions arising from the breach of any warranty or representation, or any right to damages, whether express or implied, shall be extinguished if a notice of defect is not given to BILINEAR, within 14 days from date of actual delivery and receipt for Products delivered to Provincial Addresses and 7 days from date of delivery and receipt for Products delivered within Metro Manila, or from the scheduled delivery of the Product.
2.9.3 BILINEAR is not liable for any Losses suffered by any third party directly or indirectly caused by repairs or remedial work carried out without BILINEAR’s prior written approval and the Customer shall indemnify BILINEAR against all Losses arising out of such claims;
2.9.4 BILINEAR shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Products has not been paid in cleared funds by the due date for payment; and
2.9.5 To the extent allowed under Philippine law, BILINEAR shall be under no liability whatsoever in respect of any defect in the Products arising after the expiry of the applicable Product Warranty, if any.
2.10 Intellectual Property.
2.10.1 Unless the prior written consent of BILINEAR has been obtained, the Customer shall not remove or alter the trade marks, logos, copyright notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any Products.
2.10.2 Where software applications, drivers or other computer programs and/or all other design details, technical handbooks or manuals, drawing or other data (all collectively referred to as “Product Materials”) are supplied to the Customer by BILINEAR in connection with the Order, the use and retention of the Product Materials are subject to the terms and conditions of license or use (such as end-user licences, restrictions or conditions of use) as may be prescribed by BILINEAR or its licensors, and the Product must not be used other than strictly in accordance with such terms and conditions.
2.10.3 The Customer agrees and acknowledges that the Product Materials shall remain the property of BILINEAR or its licensors. The Customer further agrees that any and all Intellectual Property embodied in or relating to the Product Materials shall remain the sole and exclusive property of BILINEAR or its licensors. Unless otherwise expressly provided in the Order or the prior written consent of BILINEAR or its licensors has been obtained in writing, the Customer undertakes to return the Product Materials and/or any copies thereof upon BILINEAR’s request.
3. Delivery of Products
3.1 Delivery Address. Delivery of the Products shall be made either by BILINEAR or by its agents to the address the Customer specified in the Order. BILINEAR has initially selected LBC Express as its partner courier to deliver the Products to the Customer. BILINEAR reserves the right to change its partner courier at any time without need for prior notice to the Customer.
3.2 Delivery & Packing Charges. Delivery and packing charges shall be as set out in the Order. Any costs for special packaging requested by the Customer other than the standard packaging for the Product shall be shouldered by the Customer.
3.3 Tracking. The Customer may track the status of the delivery at the “LBC Express Website
3.4 Delivery Timeframe. The Customer acknowledges that delivery of the Products is subject to availability of the Products, weather and delivery conditions and the delivery location. BILINEAR will make every reasonable effort to deliver the Product to the Customer within the delivery timeframe stated on the relevant page on which the Product is listed, but the Customer acknowledges that while stock information on the Platform is updated regularly, it is possible that in some instances a Product may become unavailable between updates. All delivery timeframes given are guaranteed, provided that the Customer follows the cut-off times or ordering.
If the delivery of purchased Product is delayed:
- BILINEAR will inform the Customer accordingly via e-mail;
- The purchased Product will be dispatched as soon as it becomes available to BILINEAR; and
- BILINEAR shall refund the Customer of all amounts paid to purchase the Product.
The refund for late delivery does not cover late delivery due to fortuitous events, force majeure or events beyond the control of BILINEAR such as inclement weather, acts of God, war, strikes, rebellion and similar occurrences.
3.5 Deemed Received. In the event of non-delivery of the Product and the Customer fails to notify BILINEAR in writing of the non-delivery of the Product within 3 days from the projected delivery date, the Customer shall be deemed to have received the Product subject to the Customer’s rights under Philippine Laws. In the event the Customer was able to notify BILINEAR of the non-delivery, BILINEAR shall, within 3 days from receipt of such notice of non-delivery from Customer, exert reasonable efforts to locate and deliver the Product.
3.6 Customer’s Failure to Take Delivery and/or Receive the Product On Delivery. If the Customer refuses and/or fails to take delivery of the Products (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of BILINEAR’s fault) then without prejudice to any other right or remedy available to BILINEAR, BILINEAR shall be deemed to have delivered the Product and the Customer shall be responsible for coordinating with BILINEAR and/or the partner courier for the re-delivery of the Product, subject to the payment of additional costs, if any.
4. Prices of Products
4.1 Listing Price. The price of the Products to be paid by Customer shall be the Listing Price at the time the Order placed by the Customer is transmitted to BILINEAR through the Platform.
4.2 Taxes. All Listing Prices are subject to taxes, unless otherwise stated. BILINEAR reserves the right to amend the Listing Prices at any time without giving any reason or prior notice to the Customer.
5.1 In General. The Customer shall pay for the purchased Product through any of the payment methods which may be established and/or prescribed by BILINEAR from time to time. When the Customer places an Order, actual payment will only be charged upon BILINEAR’s acceptance of the Customer’s Order and perfection of a Customer Contract through acceptance and confirmation by BILINEAR of the Order. All payments shall be made to BILINEAR.
5.2 Additional Terms or Payment Methods. The payment methods may be subject to additional terms as prescribed by BILINEAR from time to time.
5.3 Payment methods. The Customer agrees that the Customer is subject to the applicable user agreement of the payment method(s) chosen by the Customer. The Customer may not claim against BILINEAR or any of its agents, for any failure, disruption or error in connection with the Customer’s chosen payment method. BILINEAR reserves the right, using its own discretion, and at any time, to modify or discontinue, temporarily or permanently, any payment method without prior notice to the Customer.
5.4 Invoicing. BILINEAR may invoice the Customer upon the due date of any payment specified under a Customer Contract.
5.5 Failure to Pay. If the Customer fails to make any payment pursuant to the terms and conditions of the payment method elected or payment is cancelled for any reason whatsoever, then without prejudice to any other right or remedy available to BILINEAR, BILINEAR shall be entitled to cancel the Customer Contract or suspend delivery of the Product(s) until payment is made in full.
5.6 Refund of Payment.
(a) In the event of a valid refund, all refunds shall be made via the original payment mechanism chosen by Customer and to the person who made the original payment.
(b) BILINEAR offers no guarantee of any nature for the timeliness of the refunds reaching the Customer’s account. The processing of payment may take time and it is subject to the respective banks and/or payment provider internal processing timeline.
(c) All costs associated with the refund process imposed by the processing bank and/or payment provider shall be borne by BILINEAR.
(d) All refunds are conditioned upon the acceptance of a valid return of the Product in its original form or state when delivered in accordance with CLAUSE 6 and other provisions hereof.
(e) BILINEAR reserves the right to modify the mechanism for the processing of refunds at any time without notice to the Customer.
6. Returns, Replacements and Refund
6.1 Return Policy. BILINEAR is not obliged to agree to any return unless all such instructions as contained herein are followed to BILINEAR’s satisfaction. Should BILINEAR agree to the return, BILINEAR will deliver the replacement Product to the Customer’s specified address.
6.2 Permitted returns. Subject to CLAUSE 6.1, the Customer may return a purchased Product within 14 days from date of delivery for Products delivered to Provincial Addresses and 7 days from date of delivery for Products delivered within Metro Manila, when the Customer:
6.2.1 Receives a Product that is:
- Missing parts
- Faulty (functional defect/error)
from the Product specified in the Customer Contract; or
6.2.2 Receives a different item from the Product purchased due to mis-delivery provided that the damage, defect or failure of the Product to function is not due to the Customer’s fault, mishandling, improper installation and/or acts.
6.3 Shipping By Customer of Damage, Defective, Faulty or Mis-Delivered Product. Before BILINEAR processes any valid return for replacement or refund, the Customer must return the damaged, defective, faulty or mis-delivered Product (the “Non-Conforming Product”) to BILINEAR via courier within the 7 or 14 day period required under CLAUSE 6.2. Upon verification and determination that the Product returned is covered by this return, replacement and refund policy, BILINEAR shall reimburse the Customer for the shipping charges for the return of the Non-Conforming Product. The Customer is advised to call the NCAC hotline at +630 403 6593 or at +63 927 600 9557 for reimbursement procedures.
6.4 Replacement. Upon receipt of the Non-Conforming Product, BILINEAR shall process the replacement of a Product similar to the one purchased within seven (7) (the “Replacement Processing Period”) working days from receipt thereof. The replacement Product shall be sent immediately after the Replacement Processing Period or the date specified in the Replacement Notice sent to the Customer’s e-mail.
6.5 Refund. In the event that Replacement of the Product is not possible due to lack of available replacement Products or delivery thereof will take longer than fifteen (15) working days from the receipt by BILINEAR of the Non-Conforming Product, the Customer may request for a refund of the amounts paid for the Product purchased in accordance with CLAUSE 5.6 hereof.
6.4 Ownership of Non-Conforming Product. When BILINEAR has provided replacement Products or given the Customer a refund, the non-conforming Products or parts thereof shall become BILINEAR’s property.
6.5 Risk of Damage or Loss. Risk of damage to, or loss of the Products shall pass to the Customer at the time of actual delivery, or on such date that the Products were tendered by BILINEAR to the Customer, if the Customer wrongfully fails to take delivery of the Products,.
7. Questions and complaints
If the Customer has any questions or complaints, please contact a Customer Representative using information below.
- +632 403 6593
- +63 927 600 9557
A Customer Representative will liaise with BILINEAR regarding the Customer’s questions and complaints relating to the Product.
8.1 Cancellation by the Customer. The Customer shall not be allowed to cancel or terminate the Customer Order once the Customer places the Order in the Platform by clicking the “Place Order”.
8.2 Cancellation by BILINEAR. Without prejudice to any other right of termination elsewhere in these Terms & Conditions of Sale, BILINEAR, may stop any Products in transit, suspend further deliveries to the Customer and/or terminate the Customer Contract with immediate effect by written notice to the Customer on or at any time after the occurrence of any of the following events:
8.2.1 The Products under the Customer Contract is unavailable for delivery to the Customer for any reason; or
8.2.2 The Customer is in breach of an obligation under the Customer Contract;
8.2.3 The Customer, if a corporation, passes a resolution for the dissolution of its corporate affairs or a court of competent jurisdiction issues an order decreeing the Customer’s winding up or dissolution; or if the Customer is an person, the Customer files for insolvency, suspension of payments, or any similar action or is declared bankrupt; or
8.2.4 The issuance by a court of competent jurisdiction of an administration order in relation to the Customer or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Customer’s assets; or
8.2.5 The Customer makes or enters into an arrangement or compromise with its creditors or the Customer or any third party files an application before a Court of competent jurisdiction for protection from the Customer’s creditors.
9. Risk and property of the Product(s)
9.1 As stated in Clause 6.5 hereof, Risk of damage to or loss of the Product(s) shall pass to the Customer at the time of actual delivery or if the Customer wrongfully fails to take delivery of the Product(s), the time when BILINEAR has tendered delivery of the Goods.
9.2 Notwithstanding delivery and the passing of risk of loss of the Products or any other provision of these Conditions, BILINEAR shall have the right to repossess the Products until BILINEAR has received payment in full of the price of the Products and all other goods agreed to be sold by BILINEAR to the Customer for which payment is then due.
9.3 Until full payment of the Price, the Customer shall hold the Products as the fiduciary agent of BILINEAR and shall keep the Products separate from those owned by the Customer.
9.4 The Customer agrees with BILINEAR that the Customer shall immediately notify BILINEAR of any matter from time to time of any information relating to the Product(s) which may affect BILINEAR’s title to the Products.
9.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of BILINEAR. In the event the Customer does so, all moneys owed by the Customer to BILINEAR shall (without prejudice to any other right or remedy of BILINEAR), forthwith become due and payable.
10. Limitation of Liability
10.1 The Sole Remedies of Customer. The remedies set out in Clause 6 are the Customer’s sole and exclusive remedies for non-conformity of or defects in the products.
10.2 Maximum Liability. Notwithstanding any other provision of these Terms & Conditions of sale, BILINEAR’s maximum cumulative liability to the Customer or to any other party for all losses under, arising out of or relating to the sale of Products under each Customer Contract, will not exceed the sums that the Customer has paid to BILINEAR under such Customer Contract
10.3 Exclusion of Liability. BILINEAR Indemnitees shall not be liable to the Customer for any losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with: (i) amounts due from other users of the Platform in connection with the purchase of any Product; (ii) the sale of the Products to the Customer, or its use or resale by the Customer; and (iii) any defect arising from fair wear and tear, wilful damage, misuse, negligence, accident, abnormal storage and or working conditions, alteration or modification of the Products or failure to comply with BILINEAR’s instructions on the use of the Products (whether oral or written).
11.1 References to “BILINEAR INC.”. References to “BILINEAR INC.”, “Seller” or “BILINEAR” in these Terms and Conditions of Sale apply both to BILINEAR’s actions on its own or the actions of its agents specifically authorized to act on behalf BILINEAR and/or as the operator of the Platform.
11.2 Right to Subcontract. BILINEAR shall be entitled to delegate and/or subcontract any rights or obligations under these Terms & Conditions of Sale its designated service providers, subcontractors and/or agents.
11.3 Cumulative Rights and Remedies. Unless otherwise provided under these Terms & Conditions of Sale, the provisions of these Terms & Conditions of Sale and BILINEAR’s rights and remedies under these Terms & Conditions of Sale are cumulative and are without prejudice and in addition to any rights or remedies BILINEAR may have in law or in equity, and no exercise by BILINEAR of any one right or remedy under these Terms & Conditions of Sale, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms & Conditions of Sale or at law or in equity) operate so as to hinder or prevent BILINEAR’s exercise of any other such right or remedy as at law or in equity.
11.4 Implied Warranties. The implied warranty under the New Civil Code of the Philippines against hidden defects and the rights of a consumer under Title III, Chapter III of the Consumer Act of the Philippines shall apply.
11.5 No Waiver. BILINEAR’s failure to enforce these Terms & Conditions of Sale shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms & Conditions of Sale. BILINEAR would still be entitled to use its rights and remedies in any other situation where the Customer breaches these Terms & Conditions of Sale.
11.6 Severability. If at any time any provision of these Terms & Conditions of Sale shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms & Conditions of Sale.
11.7 Rights of Third Parties: A person or entity who is not a party to these Terms & Conditions of Sale shall have no right under any legislation in any jurisdiction to enforce any term of these Terms & Conditions of Sale, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms & Conditions of Sale.
11.8 Governing Law. These Terms & Conditions of Sale shall be governed by, and construed in accordance with the Laws of Philippines and the Customer hereby agrees to submit to the exclusive jurisdiction of the Courts of Makati City in the Philippines.
11.9 Except as provided for in Clause 11.8, any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Rules for Arbitration of the Philippine Dispute Resolution Center, Inc (PDRCI). The arbitral tribunal shall consist of three (3) Arbitrators, one Arbitrator to be appointed by the Customer, one Arbitrator to be appointed by BILINEAR and the third Arbitrator to be appointed by the Arbitrator chosen by the Parties. The place of arbitration shall be Taguig City. Any award by the arbitration tribunal shall be final and binding upon the parties.
11.10 Injunctive Relief: Without prejudice to Clause 11.9, BILINEAR may seek immediate injunctive relief if BILINEAR makes a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.
11.11 Amendments. BILINEAR may, by notice, through the Platform or by such other method of notification as BILINEAR may designate solely (which may include notification by way of e-mail), vary the terms and conditions of these Terms & Conditions of Sale, such variation to take effect on the date BILINEAR specifies through the above means. If the Customer uses the Platform or the Services after such date, the Customer is deemed to have accepted such variation. If the Customer does not accept the variation, the Customer must stop access or using the Platform and the Services and terminate these Terms & Conditions of Sale. The version of Terms & Conditions of Sale applicable to any particular Order is the latest version in force at the time the Order is accepted and confirmed by BILINEAR.
11.12 Correction of Errors. Any typographical, clerical or other error or omission in any acceptance, invoice or other document on BILINEAR’s part shall be subject to correction without any liability on BILINEAR’s part.
11.13 Currency. Money references under these Terms & Conditions of Sale shall be in Philippines Pesos.
11.14 Language. In the event that these Terms & Conditions of Sale is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms & Conditions of Sale shall govern and shall take precedence over the Foreign Language Version.
11.15 Entire Agreement: These Terms & Conditions of Sale its Schedules, Annexes or any other document, form, paper or contract shall constitute the entire agreement between the Customer and BILINEAR relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.
11.16 Binding and Conclusive: The Customer acknowledges and agrees that any records (including records of any telephone conversations relating to the Services, if any) maintained by BILINEAR or its service providers relating to or in connection with the Platform and Services shall be binding and conclusive on the Customer for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between BILINEAR and the Customer. Customer hereby agree that all such records are admissible in evidence and that the Customer shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and the Customer hereby waive any of the Customer’s rights, if any, to so object.
11.17 Subcontracting and Delegation. BILINEAR reserves the right to delegate or subcontract the performance of any of its functions in connection with the performance of its obligations under these Terms & Conditions of Sale and reserves the right to use any service providers, subcontractors and/or agents on such terms as BILINEAR deems appropriate.
11.18 Assignment: The Customer may not assign the Customer’s rights under these Terms & Conditions of Sale without BILINEAR’s prior written consent. BILINEAR may assign its rights under these Terms & Conditions of Sale to any third party.
11.19 Force Majeure. BILINEAR shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms & Conditions of Sale (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond BILINEAR’s reasonable control.
11.20 Consent to the Use of Any Personal, Private and Confidential Information and Waiver of the Rights Granted under Republic Act 10173, its amendments or similar and related laws, issuances and regulations. The Customer hereby expressly confirms and acknowledges that the use and continued use of the Services provided and the purchase of the Products through the Platform will require the Customer to furnish personal, private and confidential information as defined under Republic Act 10173 and or related laws, issuances and regulations. The Customer hereby expressly gives consent to the use and processing by BILINEAR of any personal, private and confidential information provided by Customer through the Platform to undertake its obligations under the Customer Contract and/or to process the Customer’s Orders. The consent given is extended to BILINEAR’s affiliates, subordinates and or service providers who may use the personal, private and confidential information furnished by the Customer for data analysis, market research, promotions and such other acts related to, or arising out of the use by the Customer of the Platform.
DEFINITIONS AND INTERPRETATION
1.1 “BILINEAR” shall refer to BILINEAR, INC., who is also known herein as “BILINEAR” or the “Seller” of the Products as described in Clause 2.3 of the Terms and Conditions of Sale.
1.2 “Business Day” means a day (excluding Saturdays and Sundays) on which banks generally are open for business in Philippines.
1.3 “Customer” means an authorized user of the Platform and/or the Services.
1.4 “Customer Contract” shall be as defined in Clause 2.6.
1.5 “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
1.6 “BILINEAR Indemnitees” means BILINEAR INC.its affiliates and all of its respective officers, employees, directors, agents, contractors and assigns.
1.7 “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.
1.8 “Losses” means all losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.
1.9 “Order” means the Customer’s order for Products sent through the Platform in accordance with the Terms & Conditions of Sale.
1.10 “Password” refers to the valid password that a Customer, who has an account with Nissan Philippines Parts Online website (http://nissanparts.ph), may use in conjunction with the Username to access the relevant Platform and/or Services.
1.11 “Personal Data” means data, whether true or not, that can be used to identify, contact or locate Customer. Personal Data can include the Customer’s name, e-mail address, billing address, shipping address, phone number and credit card information.
1.12 “Platform” means (a) both the desktop, tablet and mobile versions of the website operated by BILINEAR and/or owned by Nissan Philippines, Inc., which is presently located at the following URL: http://nissanparts.ph.
1.13 “Product” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform.
1.14 “Product Warranty” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform as may be provided under the Terms and Conditions of Sale.
1.15 “Return Policy” means the return policy set out at
1.16 “Services” means services, information and functions made available by BILINEAR at the Platform.
1.17 “Terms & Conditions of Sale” means Clauses 1 to 11 and any Schedules to these terms and conditions.
1.19 “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Platform, including the Nissan trademark, which is property of Nissan Motor Co., Ltd., its affiliates and subsidiaries.
1.20 “Username” or “E-mail Address” refers to the unique login identification name or code which identifies a Customer who has an account with Nissan Philippines Parts Online.
1.21 “Coupon” means a coupon for credit which may be used by a Customer, subject to other terms and conditions, towards the payment of purchases on the Platform.
1.22 The “Customer” refers to:
a. the individuals over the age of 18 or otherwise under the supervision of a parent or legal guardian; or
b. legally incorporated juridical entities;
c. such other entities recognized by Law.
Any reference in these Terms & Conditions of Sale to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In these Terms & Conditions of Sale, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of month’s means calendar months. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms & Conditions of Sale. In the event of a conflict or inconsistency between any two or more provisions under these Terms & Conditions of Sale, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favor of BILINEAR and the provision which is more favorable to BILINEAR shall prevail.