Terms and Conditions for Maketronics Communications LLP

STANDARD 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 in writing by Maketronics Communications LLP. Written acknowledgement of receipt does not, in and of itself, constitute acceptance. The acceptance of all orders and all sales by Maketronics Communications LLP is made subject to and expressly conditional upon these Terms and Conditions. Any of Customer’s terms and conditions which are different from or in addition to those contained herein are hereby objected to and shall be of no effect unless specifically agreed to in writing.

2. Cancellations

Accepted orders for standard products may be cancelled by Customer only upon written consent of Maketronics Communications LLP given prior to shipment. Orders for products not customarily in stock for Maketronics Communications LLP (“Non-Standard Products”) and orders marked Non-Cancellable/Non-Returnable (“NC/NR”) may not be cancelled or refunded under any circumstance. Maketronics Communications LLP may assess Customer reasonable cancellation and/or restocking fees as a condition to its consent to cancellation.

3. Returns

If any Goods are deemed defective by section 13 (warranties) herein, the buyer must have ready the invoice number related to the faulty product to have them returned. Prior to returning the Goods, the buyer is required to send an official written document in non-editable format with official/recognized stamp and signature expressing the intention. The buyer may have to bear losses due to price erosion or obsolescence if goods are returned. The products must be returned in original, undamaged packing with all original materials. With regard to partly returned products or in returned products in non-original condition, the seller reserves the right to charge the buyer of bringing the product to a saleable condition.

It is the buyer’s responsibility to return the goods at their cost and risk, this includes but is not limited to customs issues and fees. The buyer will be charged for inspections if the returned products have no problems or defects. The buyer has the right to inspect or test all D.O.A. products. There shall be no replacement or exchange if the returned product is proved to meet and function at the product numbers specification.

Upon verification and confirmation of the defects as per the agreed-upon conditions, the Seller agrees to refund the balance amount to the Buyer within 15 working days. The balance amount to be refunded is calculated as the total purchase price minus expenses made towards obtaining third-party laboratory test reports initiated by the seller.

4. Pricing Policy

Prices shall be those generally in effect at the time of shipment.

5. Quotations

Price quotations are valid for 5 working days from the date given unless otherwise stated in the quotation. Prices may exceed quotations to the extent that the increase in price is due to circumstances beyond Maketronics Communications LLP’s reasonable control. If Customer does not purchase the quantity upon which a quotation is based, Customer will pay the price it would have been quoted for the quantity purchased and reasonable cancellation and/or restocking fees.

6. Taxes

All prices are exclusive of all present or future state, international, and local excise, sales, use, value-added, brokerage, or similar taxes. These taxes shall be paid by Customer or Customer shall provide Maketronics Communications LLP with a tax exemption certificate acceptable to the applicable taxing authorities.

7. Payment

(a) Customer shall pay the entire amount of each invoice from Maketronics Communications LLP pursuant to the payment terms of each such invoice, which may require a specific method of payment or require payment of all amounts due prior to shipment. If an invoice fails to specify a payment method, then Customer may complete payment with cash, major credit or debit card (including MasterCard, Visa, Discover, and American Express), bank wire transfer/electronic fund transfer, check. Any check received from Customer may be applied by Maketronics Communications LLP against any outstanding obligation owed by Customer and shall not discharge Customer’s liability for additional amounts owed.

(b) If Maketronics Communications LLP reasonably believes Customer’s ability to make payments to be impaired or if Customer fails to pay any invoice when due, Maketronics Communications LLP may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof. Customer will remain liable to pay in full for any Products already shipped and all Non-Standard Products ordered. Customer shall be liable for all collection costs (including attorney’s fees) incurred by Maketronics Communications LLP in connection with past due payments.

8. Title and Delivery

(a) Unless specifically agreed to in writing by the seller, Maketronics Communications LLP delivers all product under the definitions of EXW (Seller’s Dock) per Incoterms 2020. All shipping charges and expenses shall be paid by Customer.

(b) Maketronics Communications LLP will not be liable for a failure to deliver by estimated delivery dates.

(c) Maketronics Communications LLP reserves the right to deliver partial quantities to Customer in the event of a supplier decommit or any other circumstance whereby Customer purchase order quantity cannot be fulfilled in its entirety. Partial deliveries shall be permitted, and such deliveries shall not relieve the Customer of its obligation to accept delivery and pay for the delivered Products. Partial delivery within 30 days of the Product request date shall constitute timely delivery.

(d) Before an order may be delivered through drop shipping (delivery directly from the manufacturer/supplier), Customer must agree in writing that it understands drop shipments will not be inspected by Maketronics Communications LLP.

9. Force Majeure

Maketronics Communications LLP shall not be liable for delay or failure to deliver or perform due to any cause beyond its control, or for acts of God, acts of Customer, acts of any governmental authority, strikes or other labor disturbances, delays in transportation, fuel or energy shortages, or inability to obtain necessary materials components, services, or facilities from usual sources. Upon the occurrence of such events, notwithstanding the quantities specified in previously accepted orders, Maketronics Communications LLP may, in its sole discretion, choose to allocate its products among its customers as it sees fit.

10. Held Orders

Any orders held, delayed, or rescheduled at the request of the Customer will be subject to the prices and conditions of sale in effect at the time of release of the hold or reschedule, plus any additional costs incurred due to the hold or reschedule. Any such order held, delayed, or rescheduled beyond a reasonable period of time will be treated as a customer termination.

11. Special Domestic or Export Packing

Prices include standard domestic packing only. Where special domestic packing or packing for overseas shipment is required, separate pricing will be quoted. Maketronics Communications LLP defines original manufacturer packing or packaging as the method of transport used by the manufacturer at the part level. Examples include tubes, trays, and reels. Expanded packaging requirements by the customer must be defined in writing.

12. Product Notices

Customer shall provide the user (including its employees) of the Product with all Maketronics Communications LLP supplied product notices, warnings, instructions, recommendations, and similar materials.

13. Warranties and Remedies

(a) Maketronics Communications LLP warrants to Customer that its Products shall be free from defects in material and workmanship and shall conform to the agreed-upon specifications, if any, for a period of sixty (60) days from the date of shipment.

(b) The goods shall be considered defective under this warranty if the Buyer provides test reports demonstrating functional defects. Visual defects alone shall not be considered grounds for claiming defects under this warranty.

• The Buyer agrees to engage the services of a third-party testing agency, specifically White Horse, to conduct functional tests on a representative sample of the delivered electronic components.
• The testing shall be conducted at the Buyer’s expense, and the results shall be deemed conclusive in determining whether the goods meet the Buyer’s expectations.
• If the goods pass the third-party tests, it shall be considered proof that the goods are functional as per the Buyer’s expectations.

(c) Should Products sold hereunder fail to meet the above warranty, Maketronics Communications LLP, at its option, shall repair or replace such Products or issue Customer a credit or a refund in the amount of the purchase price provided that:

• Maketronics Communications LLP is notified in writing by Customer within 30 days after discovery of such failure.
• Customer obtains an RMA from Maketronics Communications LLP prior to returning any defective Products; along with test reports that validate functional defects.
• The defective Products are returned to the location specified by Maketronics Communications LLP.
• The defective Products are received by Maketronics Communications LLP no later than four (4) weeks following the last day of the warranty period.
• Examination of such Products by Maketronics Communications LLP shall disclose that such failures have not been caused by improper installation, application, repair, alteration, accident, or negligence by anyone other than Maketronics Communications LLP.

(d) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Maketronics Communications LLP shall have no liability or responsibility for the content of any other statements or advice, technical or otherwise, given to Customer at any time. Upon the expiration of the applicable warranty for any Products, all such liability shall terminate. The above warranties shall apply only to Customer and shall not apply to Customer’s customers or any other third parties.

14. General Limitations of Liability

(a) In no event, whether as a result of claims in contract, warranty, tort (including negligence and strict liability) or otherwise, shall Maketronics Communications LLP be liable for loss of profit or revenues, loss of goodwill, claims of customers, loss of use, damages to or loss of other property or equipment, or INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER.

(b) The remedies of the Customer set forth herein as to defective or nonconforming Products are exclusive. The total cumulative liability of Maketronics Communications LLP with respect to the purchase of Products or anything done in connection therewith (such as the performance or breach thereof or from the manufacture, sale, delivery, resale, or use of any Product), whether for claims in contract, warranty, tort (including negligence and strict liability) or otherwise shall in no case exceed the price of the specific order to which the specific claim relates.

15. Dispute Resolution

If a dispute arises out of or relates to these Terms and Conditions, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties shall first try in good faith to settle the dispute by mediation administered by the Courts of the Republic of India. Any such dispute not resolved through mediation shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Disputes involving international Customers not resolved through mediation shall be settled in an arbitration proceeding in the Republic of India.

16. Indemnities

Customer shall defend and indemnify Maketronics Communications LLP from all liabilities and costs resulting from any suit or proceeding based upon a claim that Products infringe upon the rights of a third party to the extent such claim arises from Maketronics Communications LLP’s compliance with Customer’s designs, specifications, or instructions.

17. Disclaimer

Products sold by Maketronics Communications LLP are not designed, intended, or authorized for use in life support, life sustaining, human implantable, nuclear facilities, flight control systems, or other applications in which the failure of such Products could result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Products for use in any such applications, Customer acknowledges that such use or sale is at Customer’s sole risk and agrees that Maketronics Communications LLP and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use.

18. Intellectual Property

If an order includes software or other intellectual property, such software or other intellectual property is provided by Maketronics Communications LLP to Customer subject to the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.

19. Transfer

In the event of a transfer to a third party of any Product or interest therein, Customer shall, at its option, either:

• Obtain for Maketronics Communications LLP’s written assurance from the transferee that Maketronics Communications LLP’s protection against liability following the transfer is equal to that provided by these Terms and Conditions, or
• Indemnify Maketronics Communications LLP against any liability it may incur in excess of that which it would have incurred had Customer obtained the above assurance from the transferee.

Miscellaneous

(a) The invalidity in whole or in part of any provision herein shall not affect the validity of any other provision herein.

(b) Customer may not assign its obligations or rights under an order or these Terms of Sale without the express prior written consent of Maketronics Communications LLP.

(c) Any representation, warranty, course of dealing, or trade usage not contained or referenced herein shall not be binding on Maketronics Communications LLP.

(d) No modification, amendment, rescission, waiver, or other change in these Terms and Conditions shall be binding on Maketronics Communications LLP unless assented to in writing by its authorized representative.

(e) These Terms and Conditions may periodically be changed by Maketronics Communications LLP and Customer agrees to periodically review these Terms and Conditions for any changes or amendments and abide by those changes and amendments in subsequent orders.

(f) Notwithstanding these terms and conditions or statements or terms on any other customer documents, the information and conditions on a customer Credit Application are controlling.

(g) These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Georgia.