Terms and Conditions of Sale

Techmy Electronics: Commercial Terms and Conditions of Sale

These terms and conditions ("Agreement") apply to all quotations and sales of products and services ("Products") by Techmy Electronics ("Techmy") to its customers ("Customer"). The acceptance of any additions or changes to these terms and conditions must be agreed upon by Techmy in writing.

Orders: Quotes provided by Techmy are invitations to tender and are subject to change without prior notice. All orders are subject to Techmy's acceptance. The formation of a contract between Customer and Techmy occurs only upon Techmy's written acceptance or execution of Customer's order ("Order"), and is governed by this Agreement. The terms of this Agreement prevail over any conflicting terms in a Customer's order or any other contractual document between the parties. If there is any conflict or inconsistency, the terms of this Agreement shall control. Unless expressly agreed by Techmy, all Products procured for Customer Orders are non-cancelable and non-returnable ("NCNR") unless deemed defective or failing to meet Product specifications. Customer may not cancel, reschedule, reconfigure, or assign Orders without prior written authorization from Techmy.

Prices and Terms of Payment: Prices are subject to change until firm Orders are accepted by Techmy. Unless otherwise stated on the front of a Techmy invoice or acknowledgment, payment terms in advance from the invoice date. Prices are Ex Works (EXW) Techmy's facility (Incoterms 2010) and do not include taxes, freight, handling, duty, or similar charges, which are the sole responsibility of Customer. Past due invoices will accrue interest at the greater of a monthly rate of 1.5% or the maximum rate allowed by applicable law. Techmy reserves the right to change Customer's payment terms, credit limit, and request financial data for verification of Customer's creditworthiness. Techmy may modify any terms prior to shipment, require advance payment, or delay/cancel any shipment or order based on Customer's creditworthiness. In case of default on any payment, Techmy may reschedule or cancel outstanding deliveries and declare all outstanding invoices due and payable immediately.

Delivery and Title: Unless otherwise specified in writing by Techmy, all deliveries are Free Carrier (FCA) Techmy's facility (Incoterms 2010). Techmy reserves the right to select a carrier unless otherwise agreed. Customer is responsible for all shipping costs and applicable surcharges. Title and risk of loss pass to Customer upon delivery of the Products to the carrier. Techmy's delivery dates are estimates, and Techmy is not liable for any delays in delivery. Techmy may make partial shipments, and Customer must accept and pay for the delivered Products. Delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries. Techmy may, at its sole discretion, allocate, defer, delay, or cancel the shipment of any Product in short supply.

Product Returns: Customer may only return Products with a valid return material authorization ("RMA") issued by Techmy. RMAs are granted for damage, shortage, or discrepancies caused solely by Techmy or the original manufacturer if Customer notifies Techmy in writing within 30 days after receipt of the shipment. Otherwise, Customer is deemed to have accepted the Products and cannot revoke acceptance. All returned Products undergo inspection by Techmy regarding alleged damage, shortage, or discrepancies. RMAs will not be granted for damage, shortage, or discrepancies caused by Customer, the carrier, freight provider, or any third party. Returned Products must be in the original manufacturer's shipping cartons or equivalent. Unauthorized returns will be held for 20 days, after which Techmy may deem them abandoned and dispose of them without crediting the Customer's account.

Techmy's Limited Warranty: Techmy warrants that all Products conform to manufacturer specifications within warranty limitations. Techmy transfers to Customer any transferable warranties, remedies, and indemnities authorized by the manufacturer, including those for intellectual property infringement. Techmy makes no other warranty, whether express or implied. Techmy does not warrant merchantability, fitness for a particular purpose, or non-infringement. If Products do not meet the manufacturer's specifications or if Techmy's value-added work fails to meet Customer's specifications, Customer's exclusive remedy, at Techmy's discretion, is: (1) repair at no cost to Customer, (2) replacement at no cost to Customer, or (3) refund of the purchase price. Customer must return Products to Techmy within the applicable warranty period specified by the manufacturer, if applicable.

Limitation of Liability: To the extent permitted by applicable law, Customer shall not be entitled to any indirect, special, incidental, or consequential damages against Techmy, including loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, injury to reputation, or loss of customers, regardless of whether Techmy was informed of such potential damages. Customer's recovery from Techmy for any direct damages shall not exceed the purchase price of the relevant Products. Customer shall defend, indemnify, and hold Techmy harmless from any claims based on: (i) Techmy's compliance with Customer's designs, specifications, or instructions; (ii) modification of any Products by anyone other than Techmy; or (iii) Customer's or end users' use of Products in combination with other products and/or services.

Force Majeure: Techmy is not liable for the failure to fulfill its obligations under any accepted Order or for delivery delays due to causes beyond its reasonable control, including but not limited to acts of God, acts or omissions of the Customer, natural disasters, epidemics, materials shortages, government actions, strikes, terrorism, transportation delays, or inability to obtain labor or materials from regular sources.

Use of Products: Customer shall comply with Product specifications. Products are not authorized for use in critical safety or other applications where failure may result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Products for such applications, it acknowledges that such use or sale is at its own risk. Customer shall defend, indemnify, and hold Techmy and the Product manufacturer harmless from all liabilities and costs arising from such use or sale.

Export/Import: Certain Products sold by Techmy and related technology and documentation may be subject to export control laws, regulations, and orders of the United States and/or other countries. Customer shall not directly or indirectly export or divert any Products, technology, or documentation to any third party or country in violation of lawful restrictions or prohibitions. Customer is solely responsible for compliance with all applicable import and export controls, including obtaining any required licenses or permits.

Product Information: Product information, including specifications, export/import control classifications, and conformity with legal or other requirements, is obtained by Techmy from suppliers or other sources. This information is provided by Techmy on an "AS IS" basis. Techmy makes no representation as to the accuracy or completeness of such information and disclaims all warranties and liabilities under any theory regarding such information, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Techmy recommends that Customer validates any Product information before using or acting on it. All Product information is subject to change without notice. Techmy is not responsible for typographical or other errors or omissions in Product information.

Intellectual Property: Customer agrees to comply with all intellectual property requirements. If Customer provides Techmy with any intellectual property, it warrants having all necessary legal rights to such intellectual property. Customer shall defend, indemnify, and hold Techmy harmless from all liability, costs, or expenses arising from: (a) Customer's breach or alleged breach of these terms and conditions, or (b) Customer's use or sale of the Products or services, including infringement claims arising from the use of Products or services in combination with other Products or services, except to the extent of Techmy's proportionate fault.