The Terms and Conditions contained herein shall apply to all quotations and offers made by and purchase orders accepted by Desner Electronics.

1. Acceptance of Order. Notwithstanding, any terms or conditions on Buyer’s order, Desner’s acceptance of any order is expressly made conditional on Buyer’s agreement to Desner’s Terms & Conditions of Sale. Commencement of performance and/or delivery shall be for Buyer’s convenience only and shall not be deemed or construed to be acceptance of any or all of Buyer’s terms or conditions.

2. Prices. Irrespective of any prices quoted by Desner or listed in Buyer’s order, Desner’s acceptance of any order is subject to change on thirty days notice to Buyer; or are subjected to adjustments to cover market/manufacturer’s cost fluctuations. All prices do not include taxes, duties or transportation. Buyer shall be responsible for payment of all export and import licences, custom fees and duties.

3. Payment Terms. Payment for products shipped on an open account basis on which credit has been approved, shall be due thirty days from date of invoice. Otherwise, prepayment in advance or irrevocable L/C at sight will be required on accounts without credit approval. Buyer acknowledge that late payment will cause Desner to incur costs which include, without limitation, processing and accounting charges, and addition interest and late charges payable by Desner. Therefore, if payment is not made when due, Buyer shall pay to Desner as liquidated damages, 1.5% per month of the overdue payment. Desner reserves the right to change the credit terms provided herein, when in Desner’s opinion the financial condition or previous payment record of Buyer so warrants.

4. Title and Risk of Loss. Unless otherwise agreed in writing, all sales are made FOB point of shipment, transportation charges at Buyer’s expense with title passing to Buyer at point of shipment. Risk of loss or damage shall pass to upon Desner’s delivery of products to transportation company. Desner reserves the right to ship products freight charges collect and to select the means of transportation and route.

5. Delivery. Desner reserves the right to make deliveries in installments. Partial shipments will be billed as made and payments thereof are subject to the terms of payment noted above. The delivery of part of any order will not obligate Desner to make further deliveries. All delivery dates are approximate and are dependent in part upon prompt receipt of all necessary information to service an order. In the absence of such rgulations, Desner reserves the right in its sole discretion to allocate inventories when in its opinion such allocation is necessary.

6. Contingencies. Desner shall not be responsible for any liability due to any delay in the performance of any order accepted by it due to unforeseen circumstances or to causes beyond its control, including, without limitation, acts of God, strikes, war, riots, fire, accident, freight embargoes, lock-out of suppliers necessary to the execution of the order, failure, or breakdown of components necessary to completion of the order, subcontractor caused delays, or the compliance with any law, regulation or order, whether valid or invalid, of any congnizant government body or any instrumentality thereof, whether now existing or hereafter created. Performance of an order shall be deemed suspended so as long as any such circumstances or causes delay its execution. Whenever such circumstances or cause have been remedied, Buyer shall accept performance under said order. As such herein, performance shall include, without limitation, fabrication, shipment, delivery, assembly, installation, testing and warranty repair or replacement. The manufacturer of the products shipped, may modify specifications or manufacturing processes provided the modifications do not adversely affect the form, fit or function of the products. The remedies produced herein are Buyer’s sole and exclusive remedies, Desner shall not be liable for any direct, indirect, special, incidental, or consequential damages based on contract, tort or any other legal theory.

7. Acceptance. Buyer shall notify Desner of any visible defects, quantity shortages or incorrect product shipment within seven days of receipt of the shipment. Failure to notify Desner in writing of any visible defects in the products within such period shall be deemed an unqualified acceptance.

8. Limited Warranty. The warranty for each product will be as indicated by the manufacturer’s limited warranty as expressed in their Terms and Conditions of Sale. A copy of this limited warranty will be made available as and when requested.

9. Limitation of Liability. In no event, whether as result of breach of contract, warranty or tort (including negligence) or otherwise, shall Desner be liable for any special, consequential, incidental or penal damages, including but not limited to, loss of profit or revenues, loss of the product or any facilities, service or replacement power, downtime costs or claims of Buyer’s customers for such damages. If Buyer transfer title to or leases products sold hereunder to any third party, Buyer shall obtain from such third party a provision affording Desner the protection of the preceding sentence.

10. Cancellation of Standard Products. Should Buyer terminate any order accepted hereunder or should Desner terminate any order accepted hereunder due to Buyer’s nonperformance of its obligation hereunder, then Buyer shall pay Desner its reasonable termination charges within fifteen days from the date of invoice of same. Buyer may request rescheduling or cancellation by providing thirty days written notice to Desner, provided however, that Desner is not obligated to accept such notice, but if such notice is given and accepted by Desner, then Desner has the right to deliver and be paid by the Buyer for:

a) 100% of quantity of products scheduled for delivery within thirty days following receipt of said notice.
b) 50% of quantity of products scheduled for delivery within thirty to sixty days following receipt of said notice.

11. Cancellation of Products Manufactured to Buyer’s design or specifications. Charges for engineering design, generation of data, lot charges or any other special charges that are not for product are non-cancelable except with prior written authorization from Desner. Buyer may request rescheduling or cancellation of products by providing sixty day’s notice to Desner, provided however, that Desner is not obligated to accept such notice, but if such notice is given and is accepted by Desner, then Desner has the right to deliver and be paid by the Buyer for:

a) 100% of quantity of products scheduled for delivery within sixty days following receipt of said notice.
b) 50% of quantity of products scheduled for delivery within sixty to ninety days following receipt of said notice.

12. Reschedules. No order scheduled for delivery within thirty days will be rescheduled. Upon written notice to Desner, buyer may reschedule any order scheduled for shipment beyond thirty days (for standard products) and sixty days (for non-standard products) from the date of receipt by Desner of Buyer’s request for rescheduling.

13. Default. If Buyer defaults, Desner may decline to make further shipment and/or may terminate Buyer’s order without affecting Desner’s rights and remedies including, but not limited to, any right to cancellation charges and quantity price adjustments. If Desner continues to make shipments after Buyer’s default, Desner’s actions do not constitute a waiver nor affect their legal remedies.

14. Patents. The Buyer shall hold Desner harmless against any trademarks or other intellectual property rights arising out of compliance by any semiconductor manufacturer’s products that are sold by Desner with Buyer’s designs, specifications or instructions. Desner shall not be liable for any costs or damages, and Buyer will indemnify, defend, and hold Desner harmless from any expenses, damages, cost or losses resulting from any suit or proceeding based upon a claim arising from (i) compliance with Buyer’s designs, specification or instruction; (ii) the use of any product or any part thereof furnished hereunder in combination with any other product, or (iii) the direct or contributory infringement of any process patent using any product furnished hereunder.

15. Life Support. The products sold are not designed for use in life support equipment where malfunction of a product can reasonably expect to result in personal injury. Desner’s customers using the products in life support equipment do so at their own risk and agree to fully indemnify Desner for any damages resulting from such use. Under no circumstances will Desner be liable to incidental, consequential or resulting loss or damage, of any kind, howsoever caused.

16. Professional Fees. In any suit or proceeding, relating to this Agreement, the prevailing party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal.

17. Entire Agreement. This Agreement is intended as the complete and exclusive statement of the agreement between Desner and Buyer and supersedes all prior agreements and negotiations relating to the subject matter hereof.