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Terms and Conditions

The sale of products and services ("Products") by Maketronics Communications LLP ("Maketronics Communications LLP") to you ("Customer") is subject to the following Terms and Conditions:

1. Acceptance of Orders

All orders are subject to acceptance by Maketronics Communications LLP. An order shall be considered formally accepted only when Maketronics Communications LLP issues a Proforma Invoice to the Customer. Acknowledgment of order receipt or any preliminary communication shall not constitute acceptance. All sales are expressly conditional upon these Terms and Conditions. Any terms and conditions proposed by the Customer that differ from or add to these Terms are expressly rejected unless specifically agreed to in writing by Maketronics Communications LLP.

2. Cancellations

All orders placed with Maketronics Communications LLP are custom-sourced from third-party global suppliers and are therefore considered Non-Cancellable and Non-Returnable ("NC/NR") by default.

Once a Proforma Invoice is issued, the Customer is contractually bound and may not cancel or modify the order under any circumstance, including but not limited to changes in project scope, budget, or delivery schedule.

3. Returns

Maketronics Communications LLP reserves the right, in its sole discretion, to review a cancellation request and may approve it only if the product has not yet been procured or committed to a supplier. In such cases, a cancellation and administrative fee of up to 25% of the total order value may apply.

a. Return Authorization

If any Goods are deemed defective, the Buyer must submit a written return request and include the related invoice number. All return requests must be accompanied by a valid third-party test report clearly indicating a functional defect. Reports must be from an accredited laboratory or a pre-approved testing agency. Without such a report, Maketronics Communications LLP will not accept the return under any circumstances.

b. Conditions for Returns

All returned Goods must be in their original, undamaged packaging, including all original materials and documentation. For partially returned products or those returned in a non-original or damaged condition, the Seller reserves the right to charge the Buyer for all reasonable costs incurred in restoring the products to a saleable condition.

c. Customer Responsibilities

The Customer shall bear all costs and risks associated with the return of Goods, including, without limitation, customs duties, transportation charges, and any applicable handling or brokerage fees. No returns shall be accepted without a valid third-party test report approved by Maketronics Communications LLP.

d. Verification and Refunds

Upon receipt of a return authorized by Maketronics Communications LLP and accompanied by a valid third-party test report indicating a functional defect, Maketronics shall review the report and documentation for compliance with return terms. If the defect is confirmed, Maketronics Communications LLP shall process a refund within fifteen (15) working days. The refund shall equal the original purchase price less any deductions for sourcing costs, escrow or handling fees, and administrative expenses incurred in connection with fulfilling the original order.

e. Seller's Rights to Additional Deductions

Maketronics Communications LLP reserves the right to deduct from any approved refund the fees and charges incurred in securing the Goods, including but not limited to escrow fees, order processing charges, bank fees, currency conversion losses, and administrative costs. These deductions will be applied at the sole discretion of Maketronics Communications LLP and may be communicated to the Customer upon request.

4. Pricing

All prices are subject to change without prior notice and shall be those in effect at the time of order confirmation via Proforma Invoice, unless otherwise agreed in writing.

In the case of significant market fluctuations, supplier-side price changes, currency exchange volatility, or availability issues, Maketronics Communications LLP reserves the right to revise prices prior to shipment. If such a revision occurs, the revised price will be communicated to the Customer for approval before proceeding.

Pricing does not include taxes, duties, shipping, testing, handling, or insurance unless explicitly stated.

Quotations

  • All price quotations issued by Maketronics Communications LLP are valid for a period of five (5) working days from the date of issuance, unless otherwise specified in writing. Quotations are non-binding until a Proforma Invoice is issued.
  • Prices are subject to change beyond the validity period and may also vary if there are fluctuations in supplier pricing, exchange rates, shipping costs, or any other market-driven variables outside the control of Maketronics Communications LLP.
  • Quotations are typically based on a specific quantity tier. If the Customer places an order for a lower quantity than that quoted, Maketronics Communications LLP reserves the right to adjust the per-unit price to reflect the appropriate pricing tier.
  • In the event an order is canceled after issuance of a Proforma Invoice based on a quotation, Maketronics Communications LLP may impose reasonable cancellation and/or restocking fees to recover committed procurement and administrative costs.
  • All quotations are subject to part availability at the time of order confirmation. Due to the dynamic nature of the component sourcing market, quoted parts may become unavailable without notice, even within the validity period. Maketronics Communications LLP shall not be held liable for any damages or delays resulting from such unavailability. In such cases, Maketronics may offer alternative options at revised prices and lead times, subject to Customer approval.

5. Taxes

All prices quoted or invoiced by Maketronics Communications LLP are exclusive of all present or future applicable taxes, duties, levies, or fees, including but not limited to sales tax, use tax, value-added tax (VAT), excise tax, customs duties, import/export levies, brokerage fees, and any similar charges imposed by any governmental authority, whether domestic or international.

It is the Customer's sole responsibility to pay all such applicable taxes and charges. If the Customer claims tax exemption, a valid and legally recognized exemption certificate must be provided to Maketronics Communications LLP prior to order confirmation. The acceptance of such certificate is subject to review and approval by Maketronics Communications LLP and/or the relevant taxing authority. Failure to provide a valid exemption shall not relieve the Customer of their tax obligations.

6. Payment

(a) Unless otherwise agreed in writing, all payments shall be made in full in advance, prior to shipment. Payment terms and methods shall be as specified on the applicable Proforma Invoice or commercial invoice issued by Maketronics Communications LLP. If the invoice does not specify a method, payment shall be made via bank wire transfer or electronic fund transfer (EFT) to the account designated by Maketronics Communications LLP.

Any payment received may be applied, without prior notice, to any outstanding obligation owed by the Customer, regardless of how the payment is designated. Acceptance of partial payment shall not waive Maketronics Communications LLP's right to collect the remaining balance.

(b) If Maketronics Communications LLP reasonably believes that the Customer's financial condition or payment history places timely payment at risk, or if the Customer fails to make any payment when due, Maketronics Communications LLP reserves the right to:

  • suspend delivery of current or future orders;
  • cancel pending orders; and/or
  • require full or partial prepayment for any subsequent orders. The Customer shall remain liable for all Products already shipped and any Non-Cancellable/Non-Returnable (NC/NR) Products ordered. The Customer shall also be liable for all costs of collection, including attorney's fees, incurred by Maketronics Communications LLP in recovering overdue amounts.

7. Title and Delivery

(a) Unless expressly agreed otherwise in writing, all deliveries by Maketronics Communications LLP are made on an Ex Works (EXW – Seller's Dock) basis, in accordance with Incoterms® 2020. Title and risk of loss or damage to the Products shall pass to the Customer upon delivery to the designated carrier at Maketronics Communications LLP's facility or the drop-ship supplier's location.

(b) Delivery dates provided by Maketronics Communications LLP are estimates only and are not guaranteed. Maketronics Communications LLP shall not be held liable for any direct, indirect, incidental, or consequential damages resulting from delivery delays or non-performance due to events beyond its reasonable control.

(c) Maketronics Communications LLP reserves the right to make partial deliveries in the event of supplier shortfall, global supply constraints, or other unforeseen disruptions. Any partial delivery completed within thirty (30) calendar days of the requested delivery date shall be deemed timely and shall not relieve the Customer of their payment obligation for delivered Products.

(d) For orders fulfilled via drop shipment directly from third-party suppliers or manufacturers, the Customer agrees that such shipments will not be physically inspected or verified by Maketronics Communications LLP. The Customer expressly waives any claims against Maketronics Communications LLP for non-inspection or discrepancies not caused by Maketronics Communications LLP's own gross negligence or fraud.

8. Force Majeure

Maketronics Communications LLP shall not be liable for any delay, failure to deliver, or inability to perform its obligations arising from any cause beyond its reasonable control. Such causes include, but are not limited to, acts of God, acts or omissions of the Customer, acts of any government or authority, war, terrorism, cyberattacks, labor disputes, transportation or logistics disruptions, fuel or energy shortages, pandemics, epidemics, natural disasters, or inability to procure materials, components, or services from usual sources.

In the event of such force majeure, Maketronics Communications LLP may, at its sole discretion and without liability, suspend performance, cancel orders, or allocate available inventory or sourcing capacity among its customers as it deems appropriate. Any such allocation shall not constitute a breach of contract.

9. Held Orders

Any order that is placed on hold, delayed, or rescheduled at the request of the Customer shall be subject to the pricing and terms in effect at the time the hold is released or the shipment is rescheduled. Maketronics Communications LLP does not guarantee that inventory availability, supplier pricing, or lead times will be maintained during the hold period.

If the supplier is unable to hold the inventory or pricing beyond a certain period, the order may be subject to cancellation or repricing at Maketronics Communications LLP's discretion.

If an order is held or delayed for more than thirty (30) calendar days from the original requested delivery date—without a mutually agreed extension in writing—Maketronics Communications LLP may, at its sole discretion, treat such order as cancelled by the Customer. Any applicable cancellation fees, restocking charges, or procurement-related costs shall be billed to the Customer.

Maketronics Communications LLP will notify the Customer in writing prior to executing such cancellation or repricing.

10. Export Packing and Packaging Requirements

All shipments by Maketronics Communications LLP are export-based and originate from third-party suppliers, primarily in Hong Kong or other global sourcing hubs. Quoted prices include only standard export packaging as provided by the original manufacturer or supplier—typically in the form of tubes, trays, reels, or bulk anti-static bags, as applicable.

If the Customer requires customized export packaging, such as moisture barrier bags, ESD protection, vacuum sealing, specialized labeling, or consolidation of multiple line items, such requirements must be communicated in writing at the time of order. Additional charges may apply and shall be quoted separately.

Maketronics Communications LLP is not responsible for packaging disputes, relabeling errors, or damage resulting from transit or handling unless the packaging specifications were explicitly agreed upon in writing prior to shipment.

11. Product Notices

Maketronics Communications LLP shall provide the Customer with any product notices, warnings, usage instructions, recommendations, or documentation received from the original manufacturer or supplier, if available. It is the sole responsibility of the Customer to ensure that such information is communicated to all relevant internal or external users, including employees, contractors, or end customers.

Maketronics Communications LLP shall not be held liable for any damage, malfunction, or injury resulting from misuse, improper handling, or failure to observe such notices. Delivery of these materials shall constitute full discharge of Maketronics Communications LLP's obligations in this regard.

12. Warranties and Remedies

(a) Maketronics Communications LLP warrants to the Customer that Products sourced and sold shall be free from functional defects in material and workmanship and shall conform to the specifications explicitly agreed upon in writing, for a period of sixty (60) calendar days from the date of shipment. No warranty claims shall be accepted for any Products beyond sixty (60) calendar days from the date of shipment, regardless of when the defect is discovered.

(b) A Product shall be considered defective under this warranty only if accompanied by a valid third-party test report demonstrating functional defects. Visual defects alone shall not constitute grounds for a claim unless they materially affect functionality, authenticity, or reliability, and are substantiated by a certified third-party lab report. Cosmetic concerns, such as labeling discrepancies or packaging variations, are excluded from this warranty unless otherwise agreed in writing.

(c) The Customer agrees to arrange and bear the cost of third-party functional testing via an accredited lab (e.g., White Horse or another lab mutually approved in advance). The resulting test report shall be submitted to Maketronics Communications LLP and may, where applicable, be shared with the original supplier or distributor for final validation. If the defect is confirmed and accepted by the supplier based on the submitted documentation, Maketronics Communications LLP will process a refund, credit, or replacement for the Customer, as deemed appropriate.

(d) Warranty claims shall only be valid if:

  • The Customer notifies Maketronics Communications LLP in writing within thirty (30) calendar days of discovering the defect.
  • The Customer obtains a Return Material Authorization (RMA) prior to any return.
  • The defective Products and supporting test documentation are received at the location designated by Maketronics Communications LLP no later than four (4) weeks after the end of the warranty period.
  • The defect is not caused by misuse, improper installation, handling damage, modification, or negligence outside the control of Maketronics Communications LLP.

(e) Disclaimer: The foregoing warranties are exclusive and in lieu of all other warranties, express, implied, or statutory, including but not limited to the implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Maketronics Communications LLP shall have no liability for any verbal statements, informal advice, or third-party opinions. These warranties extend solely to the original Customer and shall not apply to the Customer's affiliates, clients, or downstream users.

13. General Limitations of Liability

(a) To the fullest extent permitted by applicable law, Maketronics Communications LLP shall not be liable to the Customer or any third party for any indirect, incidental, consequential, exemplary, punitive, or special damages whatsoever. This includes, but is not limited to: loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of data, downtime costs, reputational harm, or third-party claims against the Customer—regardless of whether such damages arise under contract, warranty, tort (including negligence or strict liability), or any other legal theory—even if Maketronics Communications LLP has been advised of the possibility of such damages or such damages were otherwise foreseeable.

(b) Maketronics Communications LLP's sole obligation and the Customer's exclusive remedy for any claim arising out of or relating to the Products (including claims of breach of warranty, contract, negligence, strict liability, or otherwise) shall be strictly limited to one of the following, at Maketronics Communications LLP's sole discretion:

  • replacement of the defective Product(s);
  • refund of the purchase price received for the defective Product(s); or
  • issuance of a credit note for future purchases.

(c) In no event shall Maketronics Communications LLP's cumulative liability for any claim or group of related claims arising out of a specific order exceed the total amount actually paid by the Customer for that specific order. This limitation shall apply even if any remedy fails of its essential purpose.

(d) The Customer acknowledges and agrees that it is solely responsible for ensuring the suitability of the Products for its intended application, including compliance with any technical, legal, regulatory, or safety standards applicable to the end use. Maketronics Communications LLP does not warrant or guarantee any specific fit, function, or compatibility of Products in Customer applications, and disclaims any liability arising from such use.

(e) This limitation of liability is a material term of the agreement between the parties. The Customer acknowledges that the pricing and risk allocation herein reflect this limitation, and agrees that absent these limitations, the commercial terms would be substantially different.

14. Dispute Resolution

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of India, without regard to conflict of law principles.

In the event of any dispute, controversy, or claim arising out of or relating to these Terms and Conditions, including the breach, termination, or validity thereof, the parties shall first attempt to resolve the dispute through good-faith negotiations.

If such negotiations fail to resolve the matter within thirty (30) calendar days, the dispute shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted in English, with the seat and venue of arbitration in Mumbai, India, by a sole arbitrator appointed in accordance with said Act.

The arbitral award shall be final and binding on both parties and may be enforced in any court of competent jurisdiction. Each party shall bear its own legal costs, unless otherwise awarded by the arbitrator.

For international Customers, this arbitration clause shall apply equally and exclusively, and such Customers expressly waive any right to litigate in their home jurisdiction.

15. Indemnities

The Customer shall defend, indemnify, and hold harmless Maketronics Communications LLP, including its directors, officers, employees, agents, affiliates, suppliers, and subcontractors, from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and court costs), whether direct or indirect, arising out of or relating to:

  • Any claim that the Products supplied by Maketronics Communications LLP infringe upon or misappropriate the intellectual property rights (including patents, copyrights, trademarks, or trade secrets) of any third party, to the extent such claim is based on the Customer's specifications, designs, drawings, instructions, or technical documentation;
  • Any injury, loss, or damage caused by the improper installation, handling, integration, resale, or end-use of the Products by the Customer or its agents, affiliates, employees, or downstream clients;
  • Any violation of applicable export, import, customs, environmental, or product compliance regulations arising from the Customer's resale, redistribution, or modification of the Products;
  • Any breach by the Customer of these Terms and Conditions, including but not limited to non-payment, unauthorized returns, or false claims of defect;
  • Any third-party claim against Maketronics Communications LLP arising from representations, warranties, or commitments made by the Customer to its own clients, distributors, or users that go beyond the scope of what Maketronics Communications LLP has explicitly agreed to in writing.

This indemnity shall survive the termination, cancellation, or completion of any transaction or agreement between the parties.

16. Disclaimer of Critical Use Liability

Products sold by Maketronics Communications LLP are not designed, intended, or certified for use in critical applications such as life support systems, life-sustaining equipment, human implantable devices, nuclear power facilities, aviation or flight control systems, military weaponry, or any other application in which the failure of such Products could result in personal injury, death, environmental harm, or catastrophic property damage.

The Customer acknowledges that any use or resale of Products in such applications is done entirely at the Customer's own risk and discretion, without any warranty, guarantee, or endorsement from Maketronics Communications LLP or the original manufacturer.

By using or selling the Products in such contexts, the Customer expressly agrees to assume full responsibility and liability, and to waive and release Maketronics Communications LLP from any and all claims, liabilities, damages, or losses, whether direct or indirect, arising from or related to such use.

Maketronics Communications LLP disclaims any obligation to assess the suitability, regulatory compliance, or certification status of Products for such applications. It is solely the Customer's duty to conduct independent due diligence before integrating any Product into high-risk or regulated systems.

17. Intellectual Property

If any order includes software, firmware, technical documentation, or any form of intellectual property ("IP"), such IP is provided to the Customer strictly subject to the terms and conditions of the original license agreement or usage rights accompanying the Product, as defined by the manufacturer or rights holder. Maketronics Communications LLP does not grant, transfer, or imply any ownership, sublicensing rights, or usage permissions beyond those explicitly provided in such third-party agreements.

The Customer shall not copy, reverse engineer, decompile, modify, distribute, or use the software or IP in any way not expressly permitted by the applicable license. All intellectual property rights—including but not limited to patents, copyrights, trademarks, and trade secrets—remain the sole property of their respective owners.

Maketronics Communications LLP assumes no liability for any third-party claims of IP infringement arising from the use, misuse, or unauthorized distribution of any such software or documentation supplied to the Customer. It is the Customer's sole responsibility to verify license terms and ensure compliant use.

18. Transfer and Resale

In the event that the Customer transfers, resells, or otherwise conveys any Product or related interest to a third party, the Customer shall:

  • Ensure that the transferee agrees in writing to be bound by terms that provide Maketronics Communications LLP with equal or greater protection from liability as those set forth in these Terms and Conditions; or
  • Fully indemnify and hold harmless Maketronics Communications LLP from any and all claims, liabilities, losses, or damages arising from such transfer, to the extent such claims exceed what Maketronics Communications LLP would have been liable for under its original agreement with the Customer.

The Customer acknowledges that Maketronics Communications LLP shall not be held liable for any representations, warranties, or obligations extended to third parties by the Customer that are inconsistent with, or in addition to, these Terms and Conditions.

19. Miscellaneous

  • If any provision of these Terms and Conditions is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
  • The Customer may not assign or transfer its rights or obligations under any order or these Terms and Conditions without the prior written consent of Maketronics Communications LLP. Any unauthorized assignment shall be null and void.
  • No course of dealing, custom, usage, or prior communication shall modify or affect these Terms and Conditions unless expressly agreed to in writing by Maketronics Communications LLP.
  • No modification, amendment, waiver, or rescission of these Terms and Conditions shall be valid unless confirmed in writing and signed by an authorized representative of Maketronics Communications LLP.
  • Maketronics Communications LLP reserves the right to update or modify these Terms and Conditions at any time. Such changes shall apply prospectively and will not affect prior accepted orders. The Customer is responsible for reviewing the latest version before placing new orders.
  • In the event of any conflict between these Terms and Conditions and a Customer's Credit Application or purchase order, these Terms and Conditions shall prevail, unless explicitly agreed otherwise in writing.
  • These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of India, without regard to conflict of law principles.
  • These Terms and Conditions are made solely for the benefit of the parties hereto and their respective permitted successors and assigns, and nothing in these Terms shall confer any rights or remedies on any third party.
  • Sections of these Terms which by their nature survive termination (including but not limited to indemnities, disclaimers, limitations of liability, and governing law) shall survive the expiration or termination of any transaction or agreement.

20. Notification of Defects – Stock and Procured Goods

The Customer must notify Maketronics Communications LLP in writing of any defects in the goods within the following timeframes:

  • For evident or visible defects: Within five (5) calendar days of receipt of the goods.
  • For hidden or functional defects: Within twenty-one (21) calendar days of receipt of the goods.

All notifications must be specific, justified, and supported with documentation, including photos or test reports where applicable. Notifications that are vague, general, or not submitted in writing will not be accepted as valid.

If no such written and justified notification is received within the above timeframes, the goods shall be deemed to have been accepted by the Customer as conforming and free of defects.

For goods that are not in stock and are procured from third-party suppliers, the Customer acknowledges that Maketronics Communications LLP acts solely as an intermediary, and that Maketronics itself has only a very limited window within which to raise a claim with the original supplier. Therefore, failure to notify within the stated periods waives all rights to claims, returns, or remedies, and Maketronics shall not be held liable for any damages or losses arising from delayed defect reporting.

21. Condition of Older Goods and Visual Complaints

Products that are obsolete, discontinued, or broker-sourced may exhibit signs of aging or handling, including but not limited to faded labels, worn packaging, oxidation on leads, or other cosmetic wear. Such conditions are considered acceptable and not valid grounds for return unless they demonstrably affect the form, fit, or function of the Product.

In the event of a complaint based solely on visual or cosmetic discrepancies, without validated evidence (e.g., third-party test report) that the functionality or integration of the Product is impacted, Maketronics Communications LLP reserves the right to:

  • Reject the return request, or
  • Accept the return with a restocking fee, which shall be determined based on administrative, handling, and re-evaluation costs incurred.

Customers are advised to request functional testing at the time of order if form, fit, or function is critical to their application.

22 Maketronics Assurance (QC+ Report)

Scope of Service: The Maketronics Assurance QC+ Report is a non-destructive visual inspection service conducted on each lot prior to shipment. The report includes external visual inspection (EVI) under magnification, dimensional verification against manufacturer datasheets, annotated photographic documentation of findings, classification of component condition (Grade A/B/C), a summarized pass/fail recommendation for commercial suitability

Independent Testing Partner: All inspections are carried out by a certified third-party quality control laboratory. Maketronics does not conduct any in-house testing, alteration, or reworking of the components.

Purpose of Report: This service provides buyers with pre-shipment transparency and guidance. It is not a replacement for electrical, solderability, or counterfeit testing. The report evaluates physical condition only.

Limitations of Liability: Maketronics is not liable for any discrepancies, misinterpretations, or downstream performance failures, even if parts pass the QC+ inspection. Acceptance or rejection of parts based on this report is entirely the buyer’s responsibility.

Non-Refundable Fee: The QC+ Report is priced at $120 per lot, payable in advance. This fee is strictly non-refundable, irrespective of the buyer’s final decision to proceed or cancel the order.

No Warranty or Guarantee: The QC+ Report does not constitute a warranty or guarantee of quality, fitness for purpose, or long-term reliability.

Customers are advised to request functional testing at the time of order if form, fit, or function is critical to their application.