Terms and Conditions of Sale

2. Acceptance of Order

These Terms of Sale exclusively govern the sale of Goods by Seller to Buyer as set forth in an Order. Seller expressly rejects any terms or conditions proposed in any Buyer purchase order, acknowledgment, or other communication that are additional to, different from, or conflict with these Terms of Sale, unless expressly accepted in writing by Seller. In the event of any conflict between Buyer’s terms and these Terms of Sale, these Terms of Sale shall prevail.

3. Delivery

Delivery dates, if any, are estimates only and are not guaranteed. Seller shall use commercially reasonable efforts to meet agreed delivery schedules but shall not be liable for any damages, losses, or penalties arising from any delay in delivery, regardless of cause. Buyer may not cancel the Order solely due to delay in delivery. Early deliveries and partial shipments are permitted unless otherwise expressly prohibited in the Order.

4. Pricing; Payment

4.1. Prices shall be as set forth in the Order. Unless otherwise agreed in writing, prices are subject to adjustment in the event of increases in the cost of raw materials, components, labor, transportation, tariffs, or regulatory compliance.

4.2. All prices are exclusive of taxes, duties, and similar charges, which shall be the responsibility of Buyer unless otherwise stated.

4.3. Payments are processed through a third party payment processor. Such third party will have access to the information and data you submit to the Site when placing an Order, and such third party may use such information or data in accordance with its privacy policy. Seller is not responsible for the performance of such third party payment processor.

5. Shipping and Compliance, Return Policy and Warranty Policy

Seller’s terms and conditions regarding shipping and compliance, returns and warranties are available at "Shipping, Returns & Warranty" (the “Additional Terms”). The Additional Terms are incorporated by reference into these Terms of Sale.

6. Force Majeure

Seller shall be excused from performance under the Order while and to the extent that such performance is prevented by an act of God, war or war condition, riot, civil disorder, acts of terrorism, government regulation, embargo, fire, flood, severe weather, accident, supply chain disruptions, material shortages, labor issues, or any other event or circumstance beyond Seller’s reasonable control and without its fault or negligence. In the event Seller is unable to continue for a period of thirty (30) days, Buyer shall have the right to cancel the Order.

7. Security Interest; Collection

Title to all Goods supplied under the Order shall remain with Seller, and Seller shall retain a security interest in such Goods, until Seller has received full payment of all amounts due. Buyer agrees to execute any documents reasonably required by Seller to perfect such security interest. In the event of non-payment by Buyer, Buyer shall be responsible for all costs of collection incurred by Seller, including but not limited to reasonable attorneys’ fees and expenses.

8. Compliance with Laws and Regulation

Each party shall comply with all statutes and government rules, regulations, and orders, applicable to any Order and these Terms of Sale, including, without limitation: the Fair Labor Standards Act; the Occupational Safety and Health Act; export/import laws and regulations; the Foreign Corrupt Practices Act; the Federal Acquisition Regulation; and the Defense Supplemental Acquisition Regulation.

9. Export Compliance

Buyer hereby acknowledges that Goods and any related services, documentation, prints, drawings, or similar materials related thereto supplied by Seller as contemplated herein are subject to trade, import, export control, and sanctions laws and regulations, including without limitation the U.S. International Traffic in Arms Regulations, the U.S. Export Administration Regulations and the sanctions laws, statutes, regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury and by the U.S. Department of State, each as may be amended from time to time (collectively, the “Trade Control Laws”). Each party shall comply with all applicable Trade Control Laws when submitting or fulfilling Orders and handling Goods. Each party shall properly identify and mark any technical data, software, or other information subject to export control restrictions, including any such Confidential Information, prior to disclosure or transfer to the other party. Neither party shall export, re-export, release, disclose, or transfer any export-controlled items or information except in compliance with applicable export control laws and regulations. Without limiting the foregoing, Buyer further acknowledges that it is responsible for compliance with all applicable Trade Control Laws in its use of Goods and any documentation provided hereunder, and agrees not to export, reexport, release, disclose, distribute, sell, lease, transfer, assign, or otherwise dispose of the Goods, or any documentation related thereto, in, to, or for the benefit of any person, entity, country or region in violation of Trade Control Laws. By accepting the Goods, Buyer represents and warrants that neither it nor any of its affiliates nor any director, officer, employee, agent or representative of Buyer or its affiliates is (i) identified on any list of prohibited or restricted parties promulgated under Trade Control Laws, including without limitation the Specially Designated Nationals and Blocked Persons List, the Entity List, the Denied Persons List, the Unverified List, and the Debarred Persons List; (ii) located, operating, organized or residing in any country or territory that is the subject or target of comprehensive economic sanctions or embargoes under Trade Control Laws (presently including Cuba, Iran, North Korea, the Crimea region of Ukraine, and the so-called Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR) regions of Ukraine); or (iii) owned or controlled by, or acting for or on behalf of, any of the foregoing (each, a “Prohibited Person”). Buyer will be solely responsible for violations of any applicable Trade Control Laws after delivery of Goods by Seller. If Buyer or any of its directors, officers, employees, agents, representatives, or affiliates becomes a Prohibited Person, or if performance under these Terms of Sale becomes unlawful under applicable Trade Control Laws, then Seller may, in its sole discretion, reject any transaction, or cancel or suspend in whole or in part any Order concerning the supply of Goods, without any liability of Seller to Buyer.

10. Confidentiality and Proprietary Information

Unless otherwise agreed to, each party agrees to keep confidential and not disclose any of the other party’s Confidential Information for a period of five (5) years after receipt of such Confidential Information, except as required by law or court order, provided that the disclosing party is given prompt written notice of such requirement. Neither party shall use the other party’s Confidential Information except for the purpose for which such Confidential Information was provided. Confidential Information may be disclosed by the receiving party only to its employees who have a need to know such information for the purpose for which such information was provided, and who are bound by confidentiality obligations no less restrictive than those set forth herein. Buyer shall not disclose Confidential Information to any third party without Seller’s prior written consent. Buyer acknowledges that any breach of this provision may cause irreparable harm to Seller, and Seller shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity. Each party shall promptly return (or at the other party’s option, destroy) all copies of the other party’s Confidential Information upon such other party’s request.

11. Intellectual Property

Seller retains all right, title, and interest in and to all Intellectual Property, including any background Intellectual Property and any Intellectual Property developed, conceived, or reduced to practice in connection with the Order. Buyer is granted a non-exclusive, non-transferable, non-sublicensable, limited license to use the Goods supplied under the Order solely for Buyer’s internal business purposes. Buyer shall use the Goods solely for evaluation, integration, and operation as expressly permitted in the Order, and shall not reverse engineer, disassemble, decompile, copy, modify, or create derivative works of the Goods or any related Intellectual Property, nor permit any third party to do so. The license granted herein will immediately terminate if Buyer: (i) breaches the payment terms of the Order; (ii) breaches any material provision of these Terms of Sale; or (iii) becomes insolvent or is subject to bankruptcy or liquidation proceedings.

12. Disclaimer of Warranties; Limitation of Liability

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SALE (INCLUDING THE ADDITIONAL TERMS), GOODS ARE SOLD ON AN AS-AVAILABLE, AS-IS BASIS. SELLER RESERVES THE RIGHT TO DISCONTINUE THE SALE OF ANY GOODS AT ANY TIME IN ITS SOLE DISCRETION. BUYER’S USE OF THE GOODS IS AT BUYER’S SOLE RISK. SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SELLER MAKES NO WARRANTY THAT THE GOODS WILL MEET BUYER’S REQUIREMENTS OR THE QUALITY OF THE GOODS WILL MEET BUYER’S EXPECTATIONS. SELLER ASSUMES NO LIABILITY FOR DAMAGES ARISING FROM IMPROPER INSTALLATION, MISUSE, OR OPERATION OF GOODS. BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT SELLER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES (EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE GOODS; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS; OR (III) ANY OTHER MATTER RELATING TO THE GOODS. IN NO EVENT WILL SELLER’S TOTAL LIABILITY TO BUYER FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNTS PAID UNDER THE APPLICABLE ORDER FOR THE APPLICABLE GOODS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO BUYER. IF BUYER IS DISSATISFIED WITH THE GOODS OR WITH THESE TERMS, BUYER’S SOLE AND EXCLUSIVE REMEDY IS TO RETURN THE GOODS FOR A REFUND.

13. Indemnification

Buyer shall defend, indemnify, and hold harmless Seller and its affiliates, and each of their respective officers, directors, employees, and agents, from and against any and all third-party claims, losses, liabilities, damages, judgments, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Buyer’s specifications, instructions, designs, or use of the Goods; (b) any modification of the Goods not made by Seller; (c) Buyer’s combination of the Goods with other products, components, software, or systems; (d) Buyer’s breach of these Terms of Sale; or (e) Buyer’s violation of applicable law, including without limitation any potential violation of Trade Control Laws.

14. Governing Law; Forum

Each Order and these Terms of Sale shall be interpreted in accordance with the plain English meaning of their terms and the construction thereof shall be governed by the laws in force in the State of Delaware, without regard to conflicts of law principles, except that the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980, as amended to date, will not apply. Seller may, but is not obligated to, bring any action or claim relating to or arising out of an Order in the appropriate court in the State of Delaware, and Buyer hereby irrevocably consents to personal jurisdiction and venue in any such court. If Buyer or any of its property is entitled to immunity from legal action on the grounds of sovereignty or otherwise, Buyer hereby waives and agrees not to plead such immunity in any legal action arising out of the Order or these Terms of Sale. Any action or claim by Buyer with respect hereto shall also be brought in the State of Delaware, if Seller so elects. Accordingly, Buyer shall give written notice to Seller of any such intended action or claim, including the intended venue thereof, and shall not commence such action or claim outside of such jurisdiction if Seller, within thirty (30) days from receipt thereof, makes its election as aforesaid. If Seller and Buyer mutually agree to participate in alternative dispute resolution, Buyer agrees that all alternative dispute resolution proceedings shall take place in the State of Delaware. To the extent permitted by applicable law, the parties waive any right they may have to a trial by jury.

15. Entire Agreement

The Order and these Terms of Sale, including without limitation the Additional Terms, constitute the entire agreement between the parties with respect to the subject matter thereof and supersede any and all prior agreements, understandings, and communications, whether oral or written, concerning the subject matter herein between them.

16. Relationship of the Parties

Seller is an independent contractor of Buyer, and nothing in the Order or these Terms of Sale shall be construed to create any agency, partnership, joint venture, employment, or other fiduciary relationship between Buyer and Seller or its personnel.

17. Government Contracts

If the Order is issued in support of a U.S. Government prime contract or subcontract, only those terms, conditions, requirements, specifications, and flow-down provisions that are specifically identified by Buyer in the Order as applicable shall be incorporated into the Order by reference. In the event of a conflict between such specifically identified flowed-down provisions and the terms of the Order, the flowed-down provisions shall control to the extent necessary to satisfy upstream obligations. Seller shall be entitled to negotiate additional compensation or equitable adjustment for any increased costs or obligations resulting from compliance with such flowed-down provisions.

18. No Survival; Exceptions

Except as expressly provided in the Order, all rights and obligations of the parties shall terminate upon expiration or termination of the Order, and upon such expiration or termination, the Order shall have no further force or effect; provided, however, that the following provisions shall survive expiration or termination: any warranties (for the duration of the applicable warranty period), limitation of liability, Intellectual Property rights and obligations, confidentiality, payment obligations, and governing law and provisions, as well as any other provisions which by their nature survive such expiration or termination of the Order.

19. Amendment and Waiver

No amendment, modification, supplement, or waiver of any provision of the Order or these Terms of Sale shall be binding unless made in writing and signed by an authorized representative of Seller. No waiver by Seller of any breach of or default under the Order or these Terms of Sale shall constitute a waiver of any other or subsequent breach or default, whether of the same or a different provision. Seller’s failure to enforce, or delay in enforcing, any right or remedy under the Order or these Terms of Sale shall not be construed as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

20. Severability

If any provision of the Order is determined to be invalid or unenforceable under any applicable law, such provision shall be ineffective only to the extent of such prohibition or unenforceability. The remaining provisions of the Order will remain valid, enforceable, and in full force and effect.

21. Notices

All notices, requests, consents, claims, demands, waivers, and other communications under the Order shall be deemed properly given if in writing and delivered to the receiving party at the address (including to the attention of the individual representative, if specified) shown on the face of the Order or to such other address as the parties may designate in writing.