TERMS AND CONDITIONS OF SALE

All orders placed with SINLIN Electronics and its divisions, subsidiaries and affiliates ("Seller") to you (“You” or “Your”) are subject to these terms and conditions (“Terms”). 
1. Terms of payment are meet the agreement between seller and you; prices do not include any taxes, freight, handling, duty, tariffs, or other similar charges, payment of which will be solely Your responsibility. Prices are conditioned upon timely payment, and any past due balance will accrue interest at the monthly rate of 1.5%. ALL PRICES SHOWN ARE "CASH DISCOUNT PRICES" AND REFLECT A 3% DISCOUNT FOR PAYMENT MADE BY CASH, COMPANY CHECK, BANK MONEY ORDER, CERTIFIED CHECK, OR WIRE TRANSFER. PAYMENT BY ANY OTHER MEANS MAY NOT QUALIFY YOUR PURCHASE FOR THE CASH DISCOUNT PRICE. Freight and handling charges may not reflect actual costs. Seller reserves the right to modify any payment terms prior to shipment, require payment in advance, or delay/cancel any shipment or order for any reason (including Your creditworthiness). For a transaction with periodic or scheduled invoicing, in the event of non-payment or early termination, Seller may accelerate and declare all sums due and to become due under the transaction immediately payable without notice or demand.

2. Shipment terms are FCA Seller's facility (INCOTERMS 2020), and Seller may select a carrier. Seller's responsibility for any loss or damage ends, and title passes, when products (including software, hereafter, “Products”) are tendered or delivered to the carrier, to You, or to Your agent, whichever occurs first. You shall pay for storage charges if Seller holds Products at Your request for up to a maximum of 60 days, and You agree to accept delivery or tender of Products upon completion of such period. Seller retains a purchase money security interest in Products sold to You and in the proceeds of any resale of such Products until Seller’s invoices to You have been paid in full.

3. For 30 days after delivery, Seller warrants Products assembled or customized by Seller against defects caused solely by faulty assembly or customization. Seller warrants that any services performed exclusively by it are performed in accordance with industry standards. To the extent provided by Seller’s supplier(s) (“Supplier(s)”), Products, services, and the components and materials utilized in any assembled or customized Products or services are subject to Supplier’s standard warranty, which is expressly in lieu of any other warranty, express or implied, by Seller or Supplier. Your exclusive remedy, if any, under these warranties is limited, at Seller's election, to: (a) refund of Your purchase price, (b) repair by Seller or Supplier(s)of any Products or services found to be defective, or (c) replacement of any such Product or reperformance of any services. If there is no Supplier warranty, You take all such Products and services “as-is” without any warranty. You acknowledge that except as specifically set forth herein, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND BY SELLER, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS OR SERVICES, THEIR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NONINFRINGEMENT, OR OTHERWISE. SELLER ASSUMES NO RESPONSIBILITY OR LIABILITY FOR SUPPLIERS’ PRODUCT OR SERVICE SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO SELLER.

4. Seller’s rights and remedies will be cumulative and not exclusive. You are responsible for all losses, costs, and expenses, including attorney’s fees, incurred by Seller in collecting any sums You owe. Seller will have the right to offset against any amounts owed by Seller to You. Seller further reserves the right to suspend or terminate access to products or services, and such suspension or termination by Seller does not modify the amounts due under the transaction. 

5. Products or services are deemed accepted by You unless You notify Seller of shortages, damage, or defects in writing within 10 days of delivery of Products or performance of services. All returns or refunds must comply with Seller’s returns or refunds policy. If You refuse to accept tender or delivery of any Products or return any Products without authorization from Seller, Seller shall hold such Products awaiting Your instructions for 20 days, after which Seller may deem the Products abandoned and dispose of them without crediting Your account. You warrant that any Products returned are the original Products Seller shipped to You and are unaltered.

6. Seller will not be liable for any damages due to any failure or delay in its performance as result of any events beyond its reasonable control. In its sole discretion, Seller may allocate, defer, delay, or cancel the shipment of any Product without liability.


7. You will comply with any applicable export or resale restrictions and regulations. Seller does not warrant and will not be liable for any error regarding the accuracy of any statement as to product country of origin, ECCN, HTS Code, RoHS compliance, parametric data, conflict mineral data, or compliance with applicable law. 

8. NEITHER SELLER NOR SUPPLIER(S) WILL HAVE ANY LIABILITY OR OBLIGATION TO YOU OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE OR IN PART BY (a) ANY INADEQUACY, DEFICIENCY, OR DEFECT IN ANY PRODUCTS OR SERVICES (WHETHER OR NOT COVERED BY ANY WARRANTY), (b) THE USE OR PERFORMANCE OF ANY PRODUCTS OR SERVICES, OR (c) ANY FAILURE OR DELAY IN SELLER'S PERFORMANCE HEREUNDER, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, COST OF REPLACEMENT GOODS OR SERVICES, REWORK, LOSS OF DATA, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWSOEVER CAUSED, INCLUDING VIA SELLER’S OR SUPPLIER’S NEGLIGENCE, WHETHER OR NOT YOU HAVE INFORMED SELLER OF THE POSSIBILITY OR LIKELIHOOD OF ANY SUCH DAMAGES. IN NO EVENT WILL SELLER’S LIABILITY, REGARDLESS OF BASIS, EXCEED THE PRICE PAID FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.

9. None of Your orders may be cancelled, rescheduled, reconfigured, or assigned without Seller's prior written authorization, and in such event, You will be liable to Seller for any additional costs and expenses incurred by Seller. Prices are subject to change by Seller for any reason, including (a) upon Your rescheduling or reconfiguration of orders, or (b) in response to Supplier’s price increases or if a price has been quoted in error, whereupon You may cancel the undelivered portion of any affected order by delivering written notice to Seller prior to the shipment thereof and within 10 days of Your receipt of notice of the price increase. Seller may assign its accounts receivable. In order to defray the cost of Your account administration, any amount owed to You which remains unclaimed by You for a period of 12 months will become the property of Seller. If a delay is caused by You, Seller reserves the right to apply a penalty.

10. If any term or provision set forth herein is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a court determination that any term or provision is invalid, illegal, or unenforceable, the court may modify these terms and conditions to affect our original intent as closely as possible in order that the transactions contemplated hereby be consummated to the greatest extent possible as originally contemplated.

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