Terms and Conditions of Sales Transaction

Chip and Bytes Electronics ("Seller") is committed to providing its customers with fast and reliable service. However, individually negotiating the terms of each sale would significantly hinder the Seller's ability to offer such service. Therefore, all products sold by Chip and Bytes Electronics are subject solely to the terms and conditions outlined here. Regardless of any terms presented in the Buyer’s order, each sale is strictly contingent upon the Buyer’s acceptance of the Seller’s Terms and Conditions. Any conflicting, additional, or different terms presented in the Buyer’s purchase orders, invoices, confirmations, or any other documents generated by the Buyer—whether submitted previously or in the future—shall be deemed null and void.

1. Order Acceptance and Cancellation

All orders are subject to written approval by Chip and Bytes Electronics ("Seller"). A written acknowledgment or receipt of an order does not automatically constitute acceptance. Orders accepted by the Seller may only be canceled by the Buyer with the Seller's written consent, provided the order is not marked as "NC/NR" (Non-Cancelable/Non-Returnable), "Non-Standard Products," or governed by a Purchase Agreement Letter. "Non-Standard Products" include special orders, custom orders, products not typically in stock, or orders for value-added products. These products are non-cancelable and non-refundable. If an order is canceled or withdrawn for any reason, the Buyer will be responsible for paying any cancellation or restocking fees, including any costs incurred by the Seller due to commitments made on the order. Requests from the Buyer to reschedule an order are at the sole discretion of the Seller. Once an order has been submitted by the Seller to the shipping carrier, it cannot be canceled or rescheduled. The Seller reserves the right to allocate products and limit the quantities sold to Buyers at its discretion. Product specifications and availability may change without prior notice.

2. Terms Of Payment

All payments must be made in the currency specified on the original invoice. The Buyer agrees to pay the full amount of each invoice from Chip and Bytes Electronics ("Seller") according to the terms outlined in each invoice, without any offset or deduction. Orders are subject to credit approval by the Seller, which reserves the right, at its sole discretion, to change the terms of the Buyer’s credit, request payment in cash, by bank wire transfer/EFT, or by official bank cheque, and/or require the payment of any outstanding or future amounts due for the Buyer’s order before shipment of any products. If the Seller reasonably believes that the Buyer’s ability to make payments may be compromised, or if the Buyer fails to pay any invoice by the due date, the Seller may suspend delivery of any order or remaining balance until the overdue payment is made, or cancel the order or any remaining balance. The Buyer remains responsible for payment of any products already shipped and all Non-Standard Products ordered. The Buyer agrees to provide any financial information reasonably requested by the Seller to assess or continue credit terms. Cheques are accepted subject to collection, and the date of collection will be considered the date of payment. Any cheque received from the Buyer may be applied by the Seller to any outstanding obligations of the Buyer, regardless of any notations on the cheque, without releasing the Buyer from liability for any remaining balance. Acceptance of a cheque does not waive the Seller’s right to collect any remaining amounts owed. Invoices not paid by the due date will incur interest at an annual rate of 18% or the maximum rate allowed by law, whichever is lower. If payment is not made on time, the Seller may pursue legal or equitable remedies, and the Buyer will be responsible for reimbursing the Seller for collection costs and reasonable attorneys' fees. A service charge will apply to all returned cheques.

3. PRICES AND TAXES

Orders will be billed at the prices in effect at the time of shipment. Prices will be as stated by Chip and Bytes Electronics ("Seller") and will apply for the period specified in the Seller’s quote. If no period is specified, quoted prices will be valid for seven (7) days. Prices do not include taxes, duties (including tariffs), fees, or other charges, such as sales, use, excise, value-added, or similar taxes imposed by any government authority, international shipping costs, forwarding agent and broker fees, bank fees, consular fees, or document fees. The Buyer is responsible for paying these charges. If the Seller receives notice from the manufacturer of a price increase after an order has been accepted but before shipment, the Seller reserves the right to adjust the price of the product accordingly. The Buyer will then have the option to either accept the new price or cancel the order. The Buyer will be responsible for remitting the correct taxes unless the Buyer is tax-exempt and Chip and Bytes Electronics has a valid, signed tax exemption certificate on file. International Shipments: The Buyer is responsible for any applicable VAT, PST, HST, and/or GST charges, as well as brokerage fees, all of which are due at the time of delivery.

4. RETURNS

Returns will be accepted only for products that are not marked as NC/NR (Non-Cancelable/Non-Returnable) if a return request is made within seven (7) days of the invoice date. To initiate a return, the Buyer must contact a sales representative of Chip and Bytes Electronics ("Seller") to obtain a Return Material Authorization ("RMA") number. The returned goods must be sent to the location specified by the Seller issuing the RMA. The RMA number must be clearly visible on each return package, and the return must include the original invoice number, be in the original packaging, and be in resalable condition. Military Specification ("Mil-Spec") products purchased from the Seller are considered non-cancelable and non-returnable. Additionally, products purchased by the Seller specifically for the Buyer may also be Non-Cancelable/Non-Returnable. If the RMA is approved: A. The Buyer is responsible for all shipping costs associated with returning the goods to the Seller. B. A restocking fee will apply to any merchandise approved for return by the Seller. C. The RMA is valid for 45 days from the date it is issued to the Buyer.

5. COUNTERFEIT PRODUCT PREVENTION CLAUSE

Only products originally shipped by Chip and Bytes Electronics ("Seller") or supplied by a vendor at the Seller's direction (drop-ship) will be accepted for return. Products from any other source will be immediately quarantined and either disposed of or returned to the customer. By returning products to the Seller, the Customer certifies that the products were purchased directly from Chip and Bytes Electronics and that there has been no substitution, in whole or in part, with products from another supplier, distributor, or any other source. Returns must be in the original packaging (either the manufacturer's or Chip and Bytes Electronics'), in unused condition (unless defective). ESD-sensitive products should not be opened except in controlled conditions.

6. DELIVERY AND TITLE

All shipments by Chip and Bytes Electronics ("Seller") are F.O.B. (Free On Board) from the Seller’s facility, and the Customer will pay all transportation charges in addition to the purchase price of the products. Delivery to the carrier constitutes delivery to the Customer, and title and risk of loss pass to the Customer at that point, subject to the Seller’s right of stoppage in transit. The Seller will make reasonable efforts to initiate shipment and schedule delivery as close as possible to the Customer's requested delivery dates. However, the Customer acknowledges that delivery dates provided by the Seller are estimates only, and the Seller will not be liable for failure to meet those dates. The Seller will select the carrier and delivery route unless the Customer specifies otherwise. The Seller reserves the right to deliver in installments. A delay in the delivery of one installment does not entitle the Customer to cancel any other installments. Delivery of any installment within thirty (30) days after the requested date is considered timely. If the quantity delivered varies from the quantity specified in the order, the Customer is still obligated to accept the delivery and pay for the products received.

7. FORCE MAJEURE

Chip and Bytes Electronics ("Seller") will not be held liable for delays in delivery or failure to fulfill its obligations due to circumstances beyond its reasonable control. These circumstances may include, but are not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen events, natural disasters, actions or omissions of third parties, civil or military authorities, government priorities, fires, strikes, floods, severe weather, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. In such cases, the Seller's time for delivery or performance will be extended for the duration of the delay, or the Seller may, at its discretion, cancel any order or remaining part of the order, without liability, by notifying the Customer.

8. SHORTAGES

Any claims of shortage must be reported to Seller within four days after receipt of shipment.

9. LIMITED WARRANTIES AND REMEDIES

Chip and Bytes Electronics ("Seller") warrants that, at the time of delivery, the goods meet the manufacturer's specifications. However, the Seller makes no other warranties regarding the goods. If the goods are found to be non-compliant with these specifications at the time of delivery, the Seller, at its discretion, will either credit the Buyer’s account or replace the goods at no charge. This is only valid if the Buyer returns the goods within 20 days from the delivery date, in their original packaging and condition, with no part of the goods altered, defaced, or removed, and accompanied by a written specification of the defects. In any case, the Seller’s liability will not exceed the purchase price of the goods. The Buyer must notify the Seller if they intend to return goods they believe do not meet the original condition. The Seller has the right to inspect the goods at the Buyer’s location before they are returned. A final inspection will be conducted at the Seller’s facility, or it may be based on the manufacturer's actual test report. The Seller’s sole responsibility will be, at its option, either to credit the Buyer’s account or replace the goods that do not conform to the limited warranty. The Seller will not be liable for any incidental, consequential, or other damages of any kind. The remedy outlined above is the Buyer’s exclusive remedy. In no event will the Seller’s liability exceed the purchase price of the specific goods in question, regardless of the legal basis for the claim, whether in contract, tort, warranty, or otherwise. The Buyer acknowledges that the price of the goods reflects these limitations, and agrees that these limitations will apply even if a limited remedy fails to fulfill its essential purpose. Some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages. In such cases, the above exclusions and limitations will apply to the fullest extent permitted by law. Except as explicitly stated in this section, no other warranties are provided, either express or implied (including implied warranties of merchantability or fitness for a particular purpose). The Seller is not liable for any damages related to delays in delivery, service, use, or other performance under this agreement.

10.TECHNICAL DATA

The Buyer shall not use, reproduce, or disclose any technical data provided by Chip and Bytes Electronics ("Seller") for any purpose other than for the installation, operation, or maintenance of goods purchased from the Seller, unless the Buyer has obtained prior written consent from the Seller. Additionally, if the Seller provides technical assistance or recommends alternative parts based on the available technical information, the Seller does not guarantee the accuracy or completeness of the assistance, nor that the suggested parts are based on the most up-to-date data. The Buyer is solely responsible for verifying the validity of the provided assistance, confirming the specifications, and ensuring the appropriateness and compatibility of any part(s) selected for their specific application.

11. LIMITATION OF LIABILITIES

In no event shall Chip and Bytes Electronics ("Seller") be liable for any special, incidental, or consequential damages, including but not limited to damages arising from loss of profit or revenue, recall costs, claims for service interruptions, failure to supply, downtime, testing, installation, or removal costs, costs of substitute products, property damage, personal injury, death, or legal expenses. The Buyer’s recovery from Chip and Bytes Electronics for any claim shall not exceed the purchase price paid by the Buyer for the goods, regardless of the nature of the claim, whether in warranty, contract, or otherwise. The Buyer shall indemnify, defend, and hold Chip and Bytes Electronics harmless from any claims brought by any third party concerning products supplied by Chip and Bytes Electronics and incorporated into the Buyer’s products.

12. INTELLECTUAL PROPERTY

If an order includes software or other intellectual property, such software or intellectual property is provided to the Customer by Chip and Bytes Electronics ("Seller") subject to the copyright and user license terms outlined in the accompanying license agreement. Nothing in this agreement shall be interpreted as granting any rights or licenses to use the software or intellectual property in any way or for any purpose not explicitly permitted by the terms of that license agreement. Unopened software may be returned for credit, but opened software may only be returned if defective.

13. DESIVIKRETA ELECTRONICS CORPORATE RoHS COMPLIANCE AND LEAD-FREE POLICY

It is the policy of Chip and Bytes Electronics ("Seller") to offer products to the Customer as RoHS Compliant or Lead-Free only after specific criteria have been met. Chip and Bytes Electronics does not conduct product testing and relies solely on the product manufacturer to identify RoHS compliance and the absence of lead. Therefore, Chip and Bytes Electronics makes no warranty, certification, or declaration of compliance regarding these products. Products are advertised or offered as RoHS Compliant or Lead-Free only after receiving sufficient evidence from the component manufacturer, confirming that any inventory, whether in stock or on order, meets RoHS compliance and/or is lead-free. All relevant evidence will be kept on file for at least four years from the date of receipt. Chip and Bytes Electronics defines "RoHS" as the supplier-declared compliance with all restricted hazardous substance regulations under the ELV, WEEE, or RoHS EU directives, regulations, or laws. "Lead-Free" refers to any product declared by the supplier to be free of lead. All statements of RoHS compliance by Chip and Bytes Electronics are based on the producer’s documentation.

14. INFRINGEMENT DISCLAIMER

Notwithstanding Section 2-312 of any applicable version of the Uniform Commercial Code or any similar law, Chip and Bytes Electronics ("Seller") (i) expressly disclaims any warranties against third-party claims for infringement or similar claims, and (ii) shall have no obligation to the Buyer for any claims brought by third parties against the Buyer for infringement or similar issues arising from goods purchased by the Buyer from the Seller.

15. GOOD COUNTRY OF ORIGIN

When available from the manufacturer, Chip and Bytes Electronics ("Seller") maintains country of origin information for the goods in its inventory. This information does not include the country of origin for each raw material or subcomponent used in the final product. Upon request, the Seller will provide the Buyer with the country of origin information provided by the manufacturer.

16. GEOGRAPHIC LIMITATIONS ON USE

While Chip and Bytes Electronics' ("Seller") website is accessible worldwide, not all products offered by the Seller are available to every person or in all geographic locations. The Seller reserves the right to limit the availability and/or quantity of its products to any individual, geographic area, or jurisdiction. The Buyer agrees to comply with all applicable laws and local regulations regarding the transmission of technical data, acceptable content, and online conduct.

17. GOOD SAFETY NOTICE AND RESTRICTIONS

The goods sold by Chip and Bytes Electronics ("Seller") are intended for commercial use only. The Seller does not determine the specifications or conduct any performance or safety testing of the goods it sells. Specification sheets provided to Buyers are produced by the manufacturer or are transcribed from information supplied by the manufacturer. Chip and Bytes Electronics is not a Qualified Manufacturers List (QML) supplier nor a supplier of Qualified Product Listing (QPL) components. The Buyer agrees that all purchases are for commercial or other applications that do not require QPL components. Any references to military specifications on the Seller's website are for informational purposes only and do not alter these terms and conditions. The Seller does not engage in product safety engineering, safety reviews, or safety testing, and cannot provide safety testing, evaluation, or engineering services.

18. NO USE AS CRITICAL COMPONENTS

The goods sold by Chip and Bytes Electronics ("Seller") are not designed, intended, or authorized for use in life support systems, life-sustaining applications, human implantable devices, nuclear facilities, flight control systems, or any other application where the failure of such goods could result in personal injury, loss of life, or catastrophic property damage. This includes, but is not limited to, Class D medical devices as defined by India’s Central Drugs Standard Control Organisation (CDSCO) and the Ministry of Civil Aviation, or any other airworthiness-related applications. If the Buyer uses or sells the goods for any such applications: The Buyer acknowledges that such use or sale is at the Buyer’s sole risk; The Buyer agrees that Chip and Bytes Electronics and the manufacturer of the goods are not liable, either wholly or partially, for any claims or damages arising from such use; The Buyer agrees to indemnify, defend, and hold harmless Chip and Bytes Electronics and the manufacturer of the goods from any and all claims, damages, losses, costs, expenses, and liabilities arising from or related to such use or sale.

19. INDEMNIFICATION

The Buyer acknowledges and agrees that they are solely responsible for their use, or inability to use, the goods, as well as their reliance on any information or recommendations provided by Chip and Bytes Electronics ("Seller") personnel. The Buyer agrees to indemnify, defend, and hold harmless the Seller, its business partners, employees, and agents from any claims, losses, expenses, damages, or costs (including, but not limited to, direct, incidental, consequential, exemplary, and indirect damages), as well as reasonable attorneys' fees, arising from or related to the Buyer’s use or misuse of the goods or the Seller’s website, the Buyer’s reliance on any information or recommendation provided by Seller’s personnel, or any violation by the Buyer of this Agreement.

20. EXPORT CONTROL

Chip and Bytes Electronics ("Seller") is fully committed to complying with all applicable export regulations and laws in India. Seller will not sell or ship goods to countries under an embargo by India (as per the FTDR Act). Additionally, Seller will not sell or ship to individuals or organizations listed by India’s Foreign Trade Development and Regulation (FTDR) Act as Specially Designated Nationals and Blocked Persons. Seller will also refrain from selling or shipping goods prohibited under Export Administration Regulations to individuals or entities identified by the India Department of Commerce, Bureau of Industry and Security (BIS). Seller will not request export licenses pursuant to Export Administration Regulations and actively participates in BIS Export Enforcement and OFAC transaction reporting. Furthermore, Seller prohibits the re-export, brokering, or transshipment of its goods to any individual, organization, or country prohibited by the Office of Foreign Assets Control (OFAC) or BIS. The sale, resale, or distribution of goods, along with related technology and documentation, is subject to the export control laws, regulations, and orders of India and may also be subject to the export and/or import control laws of other countries. Buyer agrees to adhere to all such laws, regulations, and orders. Buyer also acknowledges that it is their responsibility to ensure they do not directly or indirectly export goods to any country where such export is restricted or prohibited. Additionally, Buyer is responsible for obtaining any necessary licenses for export, re-export, or import as required by law. Any use of Seller-provided classifications, such as ECCNs or Harmonized Tariff codes, is at the Buyer’s own risk and without recourse to Seller. Export classifications are subject to change, and if Buyer exports or re-exports any goods, it is their responsibility as the exporter of record to determine the correct classification at the time of export. Any export classification provided by Seller is intended for internal use only and should not be interpreted as a representation or warranty regarding proper export classification or licensing determinations.

21. INTEGRATION AND ASSIGNMENT

These Terms and Conditions represent the complete and exclusive agreement between the parties regarding the goods. Any representation, promise, or warranty not specifically included in this written agreement shall not be binding on either party. These Terms and Conditions may only be amended through a written document signed by the Seller.

22. GENERAL AND GOVERNING LAW

These Terms and Conditions cannot be modified or canceled without the written consent of Chip and Bytes Electronics. All goods provided and services rendered by Chip and Bytes Electronics are sold solely under these Terms and Conditions. The sale of Products will be governed by these Terms and Conditions, regardless of any conflicting or additional terms in any purchase order, planning schedule, acknowledgment, confirmation, or any other document issued by either party related to the purchase and sale of Products. In the event of a conflict between the Customer’s purchase order, invoices, confirmations, or other documents, the information and conditions on the Credit Application will take precedence. Any conflicting terms in Customer Documents are voided by the submission of the Credit Application and the approval of credit by Chip and Bytes Electronics. The performance of any contract is conditional upon the Customer’s acceptance of these Terms and Conditions unless otherwise specifically agreed upon in writing by Chip and Bytes Electronics. Without such written agreement, the commencement of performance or delivery is for the Customer's convenience and does not imply acceptance of the Customer's terms. Acceptance of any goods or services by the Customer will be considered acceptance of these Terms and Conditions. No rights or obligations under this agreement may be assigned or transferred by the Customer without prior written consent from Chip and Bytes Electronics. These Terms and Conditions are binding on both parties and their respective successors and assigns. A waiver of any breach or default will not constitute a waiver of any other term or condition or any future breach. If any provision is prohibited or unenforceable in any jurisdiction, it will be ineffective only to the extent of such prohibition without affecting the validity of the remaining provisions. These Terms and Conditions are governed by and construed under the laws of Delhi and the applicable laws of India.

Purchase Order Terms & Conditions

APPLICABILITY

This purchase order is an offer by Chip and Bytes Electronics (the "Buyer") for the purchase of the goods ("Goods") and/or services ("Services") (referred to individually or collectively as the "Purchased Items") specified in this purchase order from the seller to whom the order is addressed (the "Seller"). The purchase is made in accordance with and subject to these terms and conditions (the "Terms"), which, together with any terms on the face of the purchase order, form the "Order." This Order, along with any documents incorporated by reference, constitutes the complete and exclusive agreement between the parties regarding the Order and supersedes all prior or contemporaneous agreements, discussions, representations, and communications—whether written or oral—concerning the subject matter of the Order. Seller’s acceptance is strictly limited to the terms of this Order. These Terms override any terms or conditions found in any other documentation and explicitly exclude any general terms and conditions of sale or other documents issued by Seller related to this Order. These Terms also apply to any repaired or replacement Purchased Items provided by Seller. Buyer is under no obligation for minimum or future purchases under this Order.

ACCEPTANCE

This Order becomes binding on the Buyer only when the Seller accepts it in writing or begins performance as outlined in the Order. If Seller does not provide written acceptance of the Order or notify the Buyer in writing that performance has commenced within seven (7) days of receiving the Order, the Buyer reserves the right to withdraw the Order at any time before the Seller’s acceptance.

DELIVERY DATE

The Seller is required to deliver the Purchased Items on the specified date(s) in this Order, or as otherwise agreed upon in writing by both parties (the "Delivery Date"). Timely delivery of the Purchased Items is crucial. If the Seller fails to deliver the Purchased Items in full by the Delivery Date, the Buyer may immediately terminate the Order by providing written notice to the Seller. In such case, the Seller will indemnify the Buyer for any losses, claims, damages, and reasonable costs and expenses directly resulting from the Seller's failure to deliver on the agreed Delivery Date. The Buyer also reserves the right to return any Goods delivered before the Delivery Date at the Seller's expense, and the Seller shall be required to redeliver these Goods on the correct Delivery Date.

QUANTITY

If the Seller delivers a quantity of Goods that is greater or less than the amount specified in the Order, the Buyer has the right to reject all or any excess Goods. Any Goods rejected must be returned to the Seller at the Seller’s risk and expense. If the Buyer accepts the Goods despite the quantity being more or less than ordered, the Price for the Goods will be adjusted on a pro-rata basis according to the actual quantity delivered.

DELIVERY LOCATION

All Goods must be delivered to the address specified in this Order (the "Delivery Location") during the Buyer's normal business hours, or as otherwise directed by the Buyer. Services shall be provided either at the Seller’s address or the Buyer’s address as specified in this Order, or at any other location mutually agreed upon in writing by both Buyer and Seller.

SHIPPING TERMS

The delivery of Goods shall be made in accordance with the terms specified in the Purchase Order. Seller is required to notify the Buyer in writing when the Goods are delivered to a carrier for transportation. Seller must also provide Buyer with all necessary shipping documents, including the commercial invoice, packing list, air waybill/bill of lading, and any other documents required for the release of Goods to Buyer. The Order number must be referenced on all shipping documents, labels, bills of lading, air waybills, invoices, correspondence, and any other related documentation. For international shipments, accurate import and/or export values must be declared. Buyer will not accept any charges beyond the cost of shipping unless previously agreed to in writing.

TITLE AND RISK OF LOSS

Title to the Goods will transfer to the Buyer upon delivery of the Goods to the specified Delivery Location. The Seller assumes all risk of loss or damage to the Goods until they are delivered to the Delivery Location.

PACKAGING

All Goods must be packed in accordance with Buyer's instructions, or if no specific instructions are provided, in a manner that ensures the Goods are delivered in undamaged condition. For moisture-sensitive Goods, packaging must comply with IPC/JEDEC J-STD-033, and for ESD-sensitive Goods, packaging must adhere to JESD625 standards. If the Seller requires the return of any packaging material, the Seller must notify Buyer in writing beforehand. Any return of such packaging material will be at the Seller's expense.

AMENDMENT AND MODIFICATION

No changes to this Order will be binding on Buyer unless made in writing, explicitly stating the amendment, and signed by an authorized representative of Buyer.

INSPECTION AND REJECTION OF NONCONFORMING GOODS

Buyer reserves the right to inspect the Goods on or after the Delivery Date. Buyer may inspect all or a sample of the Goods and reject any portion if it determines the Goods to be nonconforming or defective. Any substitutions of Goods will be rejected. If any portion of the Goods is rejected, Buyer, upon written notice to Seller, may: (a) Rescind the entire Order, (b) Accept the Goods at a reasonably reduced price, or (c) Reject the Goods and require replacement of the nonconforming Goods. If replacement is required, Seller shall promptly replace the nonconforming Goods at its own expense, including all costs related to the return of the defective Goods and delivery of the replacements. If Seller fails to deliver the replacement Goods in a timely manner, Buyer may procure goods from a third party at Seller's cost and terminate the Order for cause as stated in Section 21. Any inspection or action by Buyer does not waive Seller's obligations, and Buyer retains the right to conduct further inspections after Seller’s remedial actions. Goods determined to be counterfeit will be deemed to have zero value.

PRICE

The price of the Purchased Items is the price stated in the Order (the "Price"). Unless otherwise specified in the Order, the Price includes all packaging, insurance, export fees, and applicable taxes. No increase in the Price will be effective, whether due to increased material, labor, or transportation costs, or otherwise, without the prior written consent of Buyer.

PAYMENT TERMS

Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with the Terms. Unless otherwise agreed in writing by both parties, Buyer shall pay all properly invoiced amounts due to Seller within thirty (30) days, or as per the days agreed in writing, after Buyer's receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder must be in INR, US dollars, or as per the PO currency. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than two (2) days prior to the date payment is due on the disputed invoice, listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 12. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.

SETOFF

Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller under the Order.

SELLER SITE INSPECTION AND AUDIT

Seller shall permit, and shall cause all of its vendors, sub-vendors, contractors, and their respective subcontractors and sub-vendors that are involved in the production of Goods or the provision of Services to permit, Buyer, any of Buyer’s customers, or any regulatory agency with regulatory authority over Buyer or its customers, to: (a) inspect the applicable areas of each of their respective facilities involved in the development of, manufacture of, sale to, or provision to, Buyer of Purchased Items, and (b) review all documentation in the possession of each such person or entity that directly or indirectly relates to the development of, manufacture of, sale to, or provision to, Buyer of Purchased Items; provided that the inspecting or auditing party provides no less than five (5) business days prior written notice of such inspection or audit to the Seller.

DOCUMENT RETENTION

Seller shall maintain copies of all documentation and other data relating to Purchased Items for no less than ten (10) years from the Order date.

WARRANTIES

Unless otherwise stated in the purchase order, Seller warrants to Buyer that for a period of One (1) year from the Delivery Date, all Goods will: (a) be free from any defects in workmanship, material, and design; (b) conform to applicable specifications, drawings, designs, samples, and other requirements specified by Buyer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests, or other encumbrances; (f) not infringe or misappropriate any third party's patent or other intellectual property rights; (g) be new, unused, and in the original manufacturer's packaging; and (h) be free of any unapproved or counterfeit parts. Seller warrants that all Services will: (a) conform to the applicable specifications and other requirements specified by Buyer; (b) be performed in a professional manner in accordance with industry standards; and (c) not infringe or misappropriate any third party’s patent or other intellectual property rights. Seller shall notify Buyer immediately after it becomes aware of a breach of any of the foregoing warranties for Purchased Items. At Buyer’s request, Seller shall provide a Certificate of Conformity, test reports, or authorized release certificates, as applicable, with respect to any Purchased Items. These warranties survive any delivery, inspection, acceptance, or payment for Purchased Items by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance of the Purchased Items with the foregoing warranties. If Buyer gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, promptly replace, repair, or reperform (in the case of Services) the defective or nonconforming Purchased Items and pay for all related expenses, including, but not limited to (in the case of Goods), transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer.

GENERAL INDEMNIFICATION

Seller shall defend, indemnify, and hold harmless Buyer, its subsidiaries, affiliates, successors or assigns, and its respective directors, officers, shareholders, employees, and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the Purchased Items purchased from Seller or Seller's negligence, willful misconduct, or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

INTELLECTUAL PROPERTY INDEMNIFICATION

Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer's or Indemnitee's use or possession of the Purchased Items infringes or misappropriates the patent, copyright, trade secret, or other intellectual property right of any third party. In no event shall Seller enter into any settlement without Buyer's or Indemnitee's prior written consent.

INSURANCE

During the term of the Order and for a period of one (1) year thereafter, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than INR 5,00,000 with financially sound and reputable insurers. Upon Buyer's request, Seller shall provide Buyer with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in this Order. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with thirty (30) days' advance written notice in the event of a cancellation or material change in Seller's insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer's insurers and Buyer or the Indemnitees.

CONSOLIDATION

Multiple orders or multiple units shipping to the same Buyer location on the same day shall be consolidated into one shipment as opposed to multiple shipments to the Seller location. Failure to consolidate may result in chargebacks of the amount of freight for the multiple shipments versus the single consolidated shipment.

COMPLIANCE WITH LAW

Seller is in compliance with and shall comply with all applicable laws, regulations and ordinances. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Purchased Items under this Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Order if any government authority imposes antidumping duties, countervailing duties or any retaliatory duties on Goods.

TERMINATION

Buyer may terminate this Order, in whole or in part, at any time with or without cause, for undelivered Purchased Items on one (1) day’s prior written notice to Seller. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Order with immediate effect upon written notice to Seller, either before or after the acceptance of the Purchased Items, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Seller. If Buyer terminates the Order for any reason, Seller's sole and exclusive remedy is payment for the Purchased Items received and accepted by Buyer prior to the termination.

ADDITIONAL FLOW DOWN PROVISIONS

Certain of Buyer’s customers may require Buyer to “flow down” certain obligations or terms between Buyer and its Customer (“Flow Down Provisions”) to Seller, Seller’s vendors and contractors, and their respective subcontractors and sub-contractors. Any such Flow Down Provisions shall be included on the face of the Order, or otherwise attached to the Order and incorporated by reference on the face page of the Order, and shall be deemed part of the Order. To the extent required, Seller shall cause its vendor and sub-contractors to comply with any Flow Down Provisions. SpecificallyOrders processed for Aerospace/Defense builds: Seller shall maintain copies of documentation and other data connected to this purchase order for ten (10) years from order date.To ensure conformance to all Purchase Order requirements, Seller shall flow down all applicable requirements to Seller’s sub-tier sources, when such sources are used by Seller for procurement or processing of products.Seller shall allow the right of access by the organization, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain;Seller shall provide a certificate of conformity, test reports, or authorized release certificate, as applicable. Seller shall prevent the use or shipment of suspected unapproved, unapproved, and counterfeit parts Seller shall notify buyer of nonconforming processes, products, or services and obtain approval for their disposition; prevent the use of such products. Seller shall flow these and any additional requirements down to their subtier and external suppliers Seller shall ensure that persons are aware of: − their contribution to product or service conformity; − their contribution to product safety; − the importance of ethical behavior.Specific flow down Requirements may be attached to this purchase order and shall be retained as above. Reference to these requirements will be made in the description section.

LIMITATION OF LIABILITY

Nothing in this Order shall exclude or limit (a) Seller's liability under Sections 16, 17, 18 and 25 hereof, or (b) Seller's liability for fraud, personal injury or death caused by its negligence or willful misconduct.

WAIVER

No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

CONFIDENTIAL INFORMATION

All non-public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.

FORCE MAJEURE

Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable ("Force Majeure Event"). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. Seller's economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order. If a Force Majeure Event prevents Seller from carrying out its obligations under the Order for a continuous period of more than fifteen (15) business days, Buyer may terminate this Order immediately by giving written notice to Seller.

ASSIGNMENT

Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Seller's prior written consent.

RELATIONSHIPS OF THE PARTIES

The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.

GOVERNING LAW

All matters arising out of or relating to this Order shall be governed by and construed in accordance with the laws of INDIA

SUBMISSION TO JURISDICTION

"Any litigation arising out of or in connection with this order shall be subject to DELHI (INDIA) Jurisdiction only."

CUMULATIVE REMEDIES

The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

NOTICES

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

SEVERABILITY

If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

SURVIVAL

Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Setoff, Warranties, General Indemnification, Intellectual Property, Indemnification, Insurance, Compliance with Laws, Confidentiality, Governing Law, Submission to Jurisdiction and Survival.