Terms and Conditions of Sale

• GENERAL: INEX Innovation, Inc. (INEX) expressly limits its acceptance and any acknowledgement of a Buyer’s purchase order or other commitment to purchase (PO), and the sale by INEX manufactured products and/or services, and products of third parties sold by INEX, as a distributor, (collectively goods solely to the terms and conditions contained in this document unless otherwise agreed to in writing by INEX expressly stating amendment hereof, and to those terms in the Buyer’s PO which in any respect do not contradict, conflict or are inconsistent with INEX Terms. All other terms and conditions of Buyer’s PO are hereby expressly rejected and superseded by INEX Terms, and the failure of INEX to object to any provision in Buyer’s PO and related documents shall not be deemed acceptance thereof, nor a waiver of INEX Terms. Failure of Buyer to object in writing to any INEX Terms prior to the shipment of any Goods shall be deemed to be acceptance by Buyer of INEX Terms.

 

• PERFORMANCE AND SHIPPING DATES: Performance and shipping dates specified or communicated by INEX to the Buyer are approximate dates only, and the failure to perform or ship on such dates shall not be considered a breech by INEX. All claims for shortage of products ordered or for incorrect charges must be presented to INEX within ten (10) days after receipt by Buyer of the particular shipment of products.

• CANCELLATION: The Buyer shall not cancel, terminate, suspend performance of, or issue a hold on, any PO, in whole or in part, without the prior written consent of INEX, which consent, if given, shall be upon terms that will compensate INEX for any loss or damage therefrom, including but not limited to, the price of Goods shipped to, performed for, or held separately for, the Buyer, and lost profits, incurred costs, and a reasonable allocation of general and administrative expenses relating to the Goods. Any termination of a PO is subject to a minimum termination charge of fifteen percent (15%) of the value of the Goods not shipped or performed.

• PRODUCT WARRANTY: INEX warrants only to the original Buyer that all products made by INEX are free from defects in material and workmanship for a period of one (1) year from date of shipment. All other products sold by INEX as distributor carry only the original manufacturer’s warranty. Under warranty, INEX will repair or replace at its sole option, products made by it which upon inspection by INEX and in the sole opinion of INEX, are determined to be defective in workmanship or material. INEX will accept for repair, replacement or credit under warranty products made by third parties if authorized to do so. All products repaired or replaced under warranty are only warranted for the remaining unexpired period of time in the original warranty for the particular defective product. INEX reserves the right, at its sole option, to issue a credit note for any defective product as an alternative to repair or replacement. These warranties shall extend to all products which have proved defective through normal use, but excludes and does not cover any products or parts thereof which have been accidentally damaged, disassembled, modified, misused, used in applications which exceed their specifications or ratings, neglected, improperly installed or otherwise abused. Buyer must claim under the warranty in writing no later than thirty (30) days after the claimed defect is discovered. All claims under this warranty must be made by the Buyer and no claim will be accepted from any third party.

• REPAIR PROCEDURES: INEX will only accept returns for which an approved Return Material Authorization (RMA) has been issued by INEX. Defective products shall be returned prepaid and insured to INEX at the address shown herein. All products which have been returned to INEX but which are found to meet all previously applicable specifications for such products shall be subject to INEX’s standard examination charge in effect at the time, which shall be charged to the Buyer. All products returned to INEX which are not accompanied by an itemized statement of defects, shall be returned to the Buyer at the Buyer’s expense and no evaluation of such products shall be carried out by INEX.

• PRICES: All prices are (i) firm for sixty (60) days from the date of quotation, (ii) F.O.B. point of shipment (shipping costs and risk of loss or damage during shipment are Buyer’s responsibility), and (iii) exclusive of taxes and all extra charges connected with, or related to, transportation or special packaging. All sales are final.

• TAXES: Any tax or other charge which INEX shall be liable to collect on behalf of any government authority as a result of the sale, use, delivery or performance of Goods, shall be the responsibility of the Buyer, and if paid by INEX shall be charged to the Buyer.

• TERMS OF PAYMENT: All terms of payment are subject to approval by INEX. Payment terms for Buyers on approved credit are net thirty (30) days from the date of the invoice. All payments not received when due shall be subject to an additional charge of one and one half percent (1.5%) per month (annual rate 19.36%) of the unpaid amount until the date of payment. There shall be no set-off right for the Buyer.

• SOFTWARE LICENSE: Where Goods contain software (“Software?, INEX does not transfer ownership but only grants the Buyer a perpetual, non-exclusive license to use Software but restricted only to use related to the operation of the Goods. Such license is transferable only with the transfer of ownership of the Good in which it is used. Except for backup copies as permitted by law, Buyer shall not (i) modify, reproduce, copy, reverse engineer, decompile or disassemble all or any portion of the Software, (ii) distribute, market, disclose, rent, lease or sublicense the use of the Software to any third party, or (iii) permit or authorize anyone within Buyer’s reasonable control to do any acts in (i) or (ii).

• CHOICE OF LAW: The construction, interpretation and performance of this Agreement shall be governed by the laws of the state of California and United States of America as applicable, without regard to conflicts of law principles.

• RIGHTS IN INTELLECTUAL PROPERTY AND TOOLING: All right, title and interest in and to any inventions, discoveries, improvements, methods, ideas, computer and other apparatus programs and related documentation, other works of authorship fixed in any tangible medium of expression, mask works or other forms of intellectual property, whether or not subject to statutory protection, which are made, created, developed, written, conceived or first reduced to practice by INEX solely, jointly, or on its behalf, in the course of, arising out of or as a result of work done under a PO, and any tooling, set-up, fitting-up and preparation charges whether or not invoiced, shall belong to and be the exclusive property of INEX.

• FORCE MAJEURE: INEX shall not be responsible or liable for any delay or failure to deliver Goods or perform, due to any unforeseen circumstances or causes beyond the control of INEX, including but not limited to, acts of God, fire, flood, explosion, earthquake, war, insurrection, embargo, acts of civil or military authorities, delay in delivery by INEX’s suppliers, accident, strike or other labor dispute, inability to secure labor, material, facilities, energy or transportation. In the event of a force majeure condition, the INEX time for delivery or other performance will be extended for a period of time equal to the duration of such force majeure condition.

• LIABILITY: Except for the warranties stated herein, no warranty, condition or representation, express, implied, oral or statutory, is provided including, without limitation, any warranty, condition or representation: (i) of merchantability or fitness for a particular purpose; (ii) under the United Nations convention on contracts for the international sale of goods; or (iii) that the Goods will be free from infringement or violation of any rights, including intellectual property rights of third parties. The Buyer’s sole and exclusive remedies hereunder and the only liability of INEX is expressly limited to the Terms of the warranty set out herein. INEX shall not be liable to the Buyer, or any third party, for installation and removal costs, or for any other special, consequential, incidental, exemplary or indirect costs or damages, including without limitation, litigation cost, the loss of production or profit arising from any cause whatsoever, even if advised of the possibility of such costs or damages or even if such costs or damages is alleged to arise from negligent acts, omissions, or conduct of INEX or its employees. INEX neither assumes nor authorizes any person or entity, including INEX’s representatives and resellers, to assume or accept any liability or obligation, or make any commitment for INEX with regard to the Goods.

• MISCELLANEOUS: This Agreement sets forth the entire agreement between INEX and the Buyer and replaces all prior terms and conditions, oral or written, between the parties for the Goods. Waiver by INEX of any provision herein shall not be deemed to be a waiver of such provision in the future or any other provision. Buyer may not assign or transfer any right hereunder without the prior written consent of INEX.