Terms and Conditions of Sale

1.1 These General Terms and Conditions of Sale govern the purchase and sale of all Products.Terms or conditions included in a Customer's purchase order or other communication that are at variance and/or contradiction with these General Terms and Conditions of Sale are rejected. Trade custom, trade usage and past performance are superseded by these General Terms and Conditions of Sale and shall not be used to interpret them.

1.2 The invalidity or un-enforceability of any provision of these General Terms and Conditions of Sale shall not affect the validity or enforceability of any other provision thereof.

2.1 No purchase order, whether or not submitted in response to a quotation by the Company, shall be binding upon the Company until the Company has accepted the purchase order by issuing a written acknowledgement or making a payment per that purchase order.

2.2 All purchase orders must be bona fide commitments showing definite quantities. Orders must be accompanied by sufficient information to enable the Company to fulfill the order forthwith. Where such information contains an alteration of specifications previously given by the Customer, the Company is at liberty to refuse such alterations or to adjust its prices to cover any cost increase anticipated by the Company.

2.3 A Customer may not cancel a purchase order accepted by the Company without the express written consent of the Company.

2.4 Whenever the Company in good faith deems itself insecure, it may cancel any outstanding purchase order; decline to make delivery of Products; revoke any extension of credit; reduce any unpaid debt by enforcing its security interest, created hereby, in all Products (and the proceeds therefrom) furnished to a Customer; and take any other steps it deems necessary or desirable to secure itself fully with respect to a Customer's payment for Products furnished or to be furnished by the Company. The Customer shall indemnify the Company against any loss incurred by virtue of any action taken or not taken by the Company pursuant to this Section 2.

3.1 Dates quoted by the Company for delivery of Products are approximate only. The Company shall not be liable for the delivery of products in advance of or subsequent to the date quoted for delivery, and time for delivery is not of the essence.

3.2 Unless otherwise expressly specified or agreed in writing, delivery of Products will be shipped EXW, and title in, risk of loss or damage, and the right of possession to such Products shall pass to the Customer upon the delivery to their carrier of choice, and the Company is not responsible for damage or loss in transit as well as storage charges, regardless of whether or not Customer may have the right to reject or revoke acceptance of the Products.

3.3 If any incoterms other than EXW is mutually agreed upon, freight charges may be estimated based on standard carrier tariffs and may not reflect actual transportation costs. Company reserves the right to modify terms prior to shipment, request payment in advance, or delay/cancel any shipment or order if the Customer's creditworthiness is in question or if the Customer fails to fulfill obligations on time.

3.4 Unless otherwise expressly specified or agreed in writing, the Company shall be authorized to deliver the Products in parts and to send invoices for such partial deliveries.

3.5 Products may be subject to export or resale restrictions and regulations, and the Customer acknowledges the obligation to comply with such restrictions. Statements regarding product origin, Export Control Classification Number, or compliance with applicable laws are based on information provided to the Company by its suppliers, and the Company does not guarantee accuracy.

4.1 Prices for the Company's Products are quoted, and payable, in U.S. dollars, and are subject to change without notice. All pricing and terms are confidential and shall not be used by Customer for distribution to a third party or to solicit competitive pricing.

4.2 Unless otherwise expressly specified or agreed in writing, all sales incoterms are EXW, prices quoted by or agreed upon by the Company are net prices, exclusive of:

4.2.1 costs of packaging, loading, transport, unloading, insurance, installation, assembly or other services, which, if applicable, will be added to the net prices;

4.2.2 applicable tariffs, import duties and related expenses; and

4.2.3 applicable federal, state or local taxes. Applicable taxes will be added to invoices by the Company where it has the legal obligation to collect such taxes, unless a Customer provides the Company with a valid tax exemption certificate.

5.1 Payment is made by a Customer when finally and irrevocably received by the Company.

5.2 Customer payments shall be made in accordance with the Company's invoice or other written specifications. Unless otherwise specified on the invoice or by mutual written acknowledgment, payment terms are TT advance.

5.3 Unless otherwise agreed in writing, payments shall first be allocated to interest and costs and then to the longest outstanding invoice.

5.4 Objections concerning an invoice must be made in writing and must be received by the Company within fourteen (14) days after the invoice date. No objection will suspend or postpone the due date for payment of the invoice. If the Company concludes that an invoice has been justly disputed, it will credit the appropriate amount to the Customer's account or take such other action as may be appropriate.

5.5 The Company reserves the right to charge a late payment fee of 1.5% of the amount of all overdue accounts for each month, or fraction of a month, during which such overdue amounts remain outstanding. If a collection action is necessary to obtain payment, Customers will also be responsible for all costs of collection, including court costs and reasonable attorneys' fees.

5.6 Unclaimed credit balances or sums owed to the Customer become the property of the Company after twelve months.

6.1 Any claimed defect in the quality or quantity of Products must be reported to the Company within 10 days of receipt, after which time Products will be deemed inspected and accepted. Claims regarding defects not discovered or discoverable during the inspection period shall be barred, except and to the extent that such claims are valid under the Company's limited warranty.

6.2 Returns are normally accepted within 10 days of the ship date for the convenience of the Customer. If Company agrees to accept a return, return freight charges must be prepaid by the Customer. Company does not accept COD (collect on delivery) shipments. Some products may require return directly to the affiliates. All return items must be in the original packaging, unused, untested, un-programmed, and in resalable condition. Customers should contact a Customer Service Representative for a Return Materials Authorization Number and addressing instructions before returning a product. ESD, programmable semiconductors, or moisture- sensitive products that have been opened are not eligible for credit. It's important to note that these return policies do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS.

6.3 The Company assumes no responsibility or liability for manufacturer's product specifications, incorrect part number or the performance of any design or specification provided by the Customer. Claims for damage to goods incurred during shipment shall be filed with the carrier.

6.4 Customers may not return Products, under warranty claim or otherwise, without a 3 rd party accredited testing laboratory as well as prior written authorization from the Company and without obtaining a Return Authorization Form issued by the Company within the 30 days of warranty period. Return shipping costs shall, in all cases, be paid by Customer. If a Customer's claim is valid, as determined in the sole discretion of the Company, the Company shall pay the costs of shipping the repaired or replacement Products to Customer.

6.5 In order to be able to return products to Company within the 30 days warranty period, the Customer must prove that the products were purchased from Company and that no substitution of the same product from another supplier, distributor, or source has occurred. Returns should be made in the original packaging and in unused and untested condition unless defective. ESD, programmable semiconductors, or moisture-sensitive products should not be opened, otherwise will not be accepted.

6.6 Customer acknowledges and accepts that any other return conditions will be rejected. Customer hereby waives its rights to set-off.

7.1 The Company warrants, for a period of 30 days from the date of delivery, that the fit, form and function of all Products will conform to the specifications of its Customer's purchase order. Customer assumes all risk and liability for the use of the Company's Products, whether used singly or in combination with other products.

7.2 The foregoing limited warranty shall not apply if a defect or malfunction is the result of alteration, modification, storage conditions, foreign attachment, field conditions, misuse, tampering, soldering, static discharging, negligence and accidents, abuse or other like causes. Neither the Company nor its suppliers shall be liable to the Customer or any other person for any claim, loss, damage, or expense arising directly or indirectly from product inadequacy, deficiency, defect, use, performance. This includes consequential, exemplary, or punitive damages.

7.3 In no event shall Company be liable for any special, incidental, or consequential damages of any nature, including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply, downtime, testing, installation, or removal costs, costs of substitute products, property damage, personal injury, death, or legal expenses. Customer's recovery from Company for any claim shall not exceed the purchase price paid by the Customer for the goods, irrespective of the nature of the claim, whether in warranty, contract, or otherwise. The Customer shall indemnify, defend, and hold Company harmless from any claims brought by any party regarding products supplied by Company and incorporated into the Customer's product.

7.4 The Company's entire obligation and Customer's sole and exclusive remedy under the foregoing limited warranty (30 days) shall, at the Company's election, be limited to (i) replacement of the defective Product, or (ii) repayment of, or credit for, the purchase price of the defective Product, in each case upon return to the Company of the defective product. Selection among the foregoing remedies shall be at Company's sole discretion and subject to Customer's compliance with the Company's return procedures.

8.1 CUSTOMER ACKNOWLEDGES AND WARRANTS THAT IT HAS SELECTED PRODUCTS BASED ON ITS PROFESSIONAL JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS MADE BY COMPANY, OR ANY AGENT, REPRESENTATIVE OR EMPLOYEE OF THE COMPANY, NOT SET FORTH HEREIN.

8.2 THE FOREGOING LIMITED WARRANTY EXTENDS ONLY TO CUSTOMER, AS THE ORIGINAL PURCHASER, AND EXCEPT FOR SUCH LIMITED WARRANTY, THE COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES OR WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTY OF ERROR-FREE OR VIRUS-FREE PERFORMANCE, AND ALL WARRANTIES OF TITLE, NONINTERFERENCE AND NON-INFRINGEMENT.

8.3 IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF USE, DATA, BUSINESS, PROFITS, GOODWILL, WORK STOPPAGE, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE COMPANY HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIM WHATSOEVER ARISING AFTER THE EXPIRATION OF THE WARRANTY PERIOD, REGARDLESS OF THE FORM OF ACTION. The Customer's rights and obligations arising out of these General Terms and Conditions of Sale may not be assigned to any third party.

9.1 Company shall not be held liable for delays in delivery or failure to perform its obligations due to causes beyond its reasonable control, including product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. Company's time for delivery or performance will be extended by the period of such delay, or Company may, at its option, cancel any order or remaining part thereof without liability by providing notice to the Customer.

9.2 If, upon the occurrence of the event of force majeure, the Company has fulfilled part of its obligations or will be able to fulfill only part of its obligations, the Company shall have the right to send separate invoices for the Products delivered or capable of being delivered, and the Customer shall be obliged to make payment of the amounts invoiced.

Customer agrees to indemnify, defend and hold the Company, its managers, members and affiliates and their respective employees, officers and directors harmless from and against any and all claims, damages, costs, expenses and other liabilities (including attorneys' fees and other costs of investigation and defense) caused by or arising out of Customer's acts or omissions related to the performance of its obligations under its agreements with the Company or its use of Products.

The Company reserves the right to change these General Terms and Conditions of Sale at any time without prior notice.

All notices required or permitted to be sent by one party to the other shall be given in the English language, in writing, and shall be deemed duly delivered when received via: (i) e-mail, provided that a written copy of such notice is promptly delivered thereafter; (ii) facsimile, provided that a written copy of such notice is promptly delivered thereafter; or (iii) an internationally recognized commercial overnight courier service.

Each party shall comply with all applicable laws, regulations, court decisions and administrative rulings applicable to the purchase, sale or use of Products. The Customer certifies compliance with all applicable laws, including resale to sanctioned Countries, labor laws and anti-bribery regulations, in the jurisdictions where they operate.

Customer agrees and acknowledges that the products are sold in accordance with U.S. Export Administration Regulations. Customer agrees to ascertain and comply with all applicable export and re-export obligations and restrictions, including without limitation, U.S. export and re-export controls and economic sanctions regulations. Customer further agrees that if the export laws are applicable, it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Customer has obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters. Customers receiving shipments at US destinations are solely responsible for complying with applicable U.S. export laws.

Company is committed to compliance with all U.S. foreign export, import, customs, and economic sanctions laws, regulations, rules, and orders (collectively referred to as "Trade Control Laws") that apply to products purchased from Venatronics.

Company will not sell or ship products to embargoed countries or individuals and entities restricted by the U.S. Treasury Office of Foreign Asset Control ("OFAC") list of Specially Designated Nationals, including entities that are owned 50% or more by such individuals or entities, the U.S. Commerce Department's Bureau of Industry and Security ("BIS") Denied Persons List, Entity List, Unverified List, and Military End User list. Venatronics will not export products prohibited by the Export Administration Regulations ("EAR").

Company prohibits the shipment of any product that requires an export license pursuant to the EAR or Department of State's International Traffic in Arms Regulations ("ITAR"). Venatronics participates in BIS Export Enforcement and OFAC transaction reporting. Venatronics immediately reports suspicious purchases to the proper authorities for investigation.

Any use of Company classifications, including ECCNs or any variation of Harmonized Tariff codes, is done at the user's own risk and without recourse to Company. Export classifications are subject to change. If the Customer exports or re-exports any product, the Customer, as the exporter of record, is responsible for determining the correct classification of the item at the time of export. Any export classification provided by Company is for Company's internal use only and should not be construed as a representation or warranty regarding the proper export classification, nor should it be relied upon for making licensing determinations.

Resale/Transfer/Re-Export of Products:

The Customer understands and acknowledges that all products purchased from Company are subject to Trade Control Laws and shall only be resold, transferred, re-exported, or disposed of in strict compliance with these laws.

The Customer acknowledges that products purchased from Company may not be brokered, transshipped, resold, transferred, re-exported, or disposed of to any company, entity, or person identified by BIS: BIS Parties of Concern, or to countries, individuals, or organizations identified by OFAC: Specially Designated Nationals and Blocked Persons list; and Sanctions Programs and Country Information, including sanctions imposed on Iran, North Korea, Cuba, Syria, Venezuela, Sudan, Russia, the Crimea, Donetsk and Luhansk regions of Ukraine, and Belarus, among others.

The Customer acknowledges that, before exporting or re-exporting any product, the Customer is responsible for determining if the product is controlled, prohibited, or restricted for export or import and for obtaining any necessary export, re-export, or import licenses as required by Trade Control Laws.