Terms and Conditions of Sale

1. Applicability

These Terms apply to all quotations, sales, deliveries, and services provided by Seller unless otherwise agreed in writing by an authorized representative of Seller. Any additional or conflicting terms contained in Buyer's purchase order or other documents are expressly rejected and shall not apply.

2. Quotations

All quotations are valid for thirty (30) days unless otherwise stated. Prices, availability, and delivery schedules are subject to change prior to Seller's written acceptance of Buyer's order.

3. Orders

Orders are subject to Seller's acceptance. Seller reserves the right to reject or cancel any order at its sole discretion.

Orders for custom, special-order, or non-stock items may not be canceled or modified after acceptance without Seller's written approval.

4. Pricing

Prices are exclusive of taxes, duties, freight, insurance, packaging, customs fees, and other applicable charges unless specifically stated otherwise.

Seller reserves the right to adjust pricing due to increases in material costs, tariffs, transportation costs, currency fluctuations, or government actions occurring after quotation but before shipment.

5. Payment Terms

Unless otherwise agreed in writing:

• Payment terms are Net 30 days from invoice date.
• Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• Buyer shall reimburse Seller for all reasonable costs of collection, including attorneys' fees.
• Seller may suspend shipments or cancel outstanding orders if Buyer becomes delinquent.

6. Credit Approval

All sales are subject to Seller's credit approval. Seller may require advance payment, letters of credit, or other security at any time.

7. Delivery

Delivery dates are estimates only and are not guaranteed.

Seller shall not be liable for delays caused by:

• Supplier shortages
• Transportation delays
• Customs clearance
• Force majeure events
• Government restrictions
• Labor disputes
• Material shortages
• Any event beyond Seller's reasonable control

Partial shipments are permitted unless otherwise agreed.

8. Shipping and Risk of Loss

Unless otherwise agreed in writing:

• Shipments are FOB Seller's facility (Incoterms® 2020).
• Risk of loss transfers to Buyer upon delivery to the carrier.
• Buyer is responsible for filing freight claims.

9. Inspection

Buyer shall inspect all products immediately upon receipt.

Claims for shortages, shipping damage, or nonconforming products must be submitted in writing within five (5) business days after delivery.

Failure to provide timely notice constitutes acceptance of the products.

10. Returns

No products may be returned without prior written authorization and a Return Material Authorization (RMA).

Returned products must:

• Be unused
• Be in original packaging
• Be in resalable condition

Custom products, obsolete parts, special-order items, and electrical components are non-returnable unless defective.

Approved returns may be subject to a restocking charge of up to twenty-five percent (25%).

11. Warranty

Seller warrants only that products supplied will conform to the manufacturer's published specifications at the time of shipment.

Unless otherwise expressly stated:

• Seller makes no independent warranty regarding merchantability.
• Seller makes no warranty of fitness for a particular purpose.
• Seller makes no warranty regarding compatibility with Buyer's equipment or process.
• Seller does not warrant uninterrupted operation or production yield.

Seller's obligation is limited solely to repair, replacement, or credit, at Seller's option, for products determined by Seller to be defective.

12. Semiconductor Industry Disclaimer

Buyer acknowledges that semiconductor manufacturing environments require strict process control.

Seller is not responsible for:

• Process qualification
• Tool qualification
• Production losses
• Wafer loss
• Yield reduction
• Process contamination
• Equipment downtime
• Validation of product suitability

Buyer is solely responsible for qualifying all products before production use.

13. Limitation of Liability

To the maximum extent permitted by law:

Seller shall not be liable for:

• Lost profits
• Lost production
• Lost wafers
• Yield loss
• Loss of business
• Equipment downtime
• Recall costs
• Consequential damages
• Incidental damages
• Special damages
• Indirect damages
• Punitive damages

Seller's total cumulative liability shall not exceed the purchase price of the specific product giving rise to the claim.

14. Intellectual Property

No intellectual property rights are transferred to Buyer.

Buyer shall not reverse engineer, reproduce, modify, or distribute proprietary products without Seller's written consent.

15. Confidentiality

Technical information, pricing, quotations, drawings, specifications, and documentation provided by Seller are confidential and shall not be disclosed without Seller's written permission.

16. Compliance with Laws

Buyer is responsible for compliance with all applicable laws regarding import, export, environmental, safety, and regulatory requirements.

Buyer shall obtain any required permits or licenses.

17. Export Control

Buyer agrees to comply with all applicable U.S. export control laws, sanctions, and regulations.

Buyer shall not export or re-export products contrary to applicable law.

18. Force Majeure

Seller shall not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, pandemics, governmental actions, cyberattacks, supplier failures, shortages, labor disputes, transportation interruptions, or utility outages.

19. Cancellation

Accepted orders may not be canceled without Seller's written consent.

Buyer shall reimburse Seller for all costs incurred prior to cancellation, including materials, labor, engineering, and non-cancelable supplier commitments.

20. Ownership

Title to products remains with Seller until full payment has been received.

Seller reserves all rights available under applicable commercial law to recover unpaid goods.

21. Indemnification

Buyer shall indemnify, defend, and hold Seller harmless from claims, damages, liabilities, costs, and expenses arising from:

• Buyer's misuse of products
• Improper installation
• Failure to qualify products
• Modification of products
• Combination with other products
• Negligence
• Violation of applicable laws

22. Governing Law

These Terms shall be governed by the laws of the State of [State], without regard to conflict of law principles.

Any dispute shall be resolved exclusively in the state or federal courts located in [County, State], and Buyer consents to such jurisdiction.

23. Entire Agreement

These Terms constitute the entire agreement between Seller and Buyer and supersede all prior communications.

No amendment shall be effective unless signed by an authorized representative of Seller.

24. Severability

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

25. Waiver

Failure to enforce any provision shall not constitute a waiver of future enforcement.

26. Acceptance

Acceptance of delivery, payment of an invoice, or submission of a purchase order constitutes Buyer's acceptance of these Terms and Conditions.