Terms and Conditions of Sale

Sales agreement

The sale of products and services ("Products") by Beeline Electronics, Inc(“Beeline”) and its divisions, subsidiaries, and affiliates are subject to these terms and conditions ("Agreement") regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, document, or other communication ("Order"). All charges made by Beeline Electronics Inc are in US dollars and Canadian dollars, regardless of your location. 1. ORDERS. Quotes from Beeline are invitations to tender and are subject to change at any time without notice. All Orders are subject to acceptance by Beeline. Contracts between Customer and Beeline are formed upon Beeline's written acceptance or execution of Customer's Order and shall be subject to this Agreement. Beeline reserves the right to allocate the sale of Products among its customers. All orders are non-cancelable, non-reschedulable, non-changeable, and non-returnable. Customer may not change, cancel or reschedule Orders for standard Products without Beeline's consent. 2. PRICES. Prices are subject to change at any time. Prices are for Products only and do not include taxes, shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of the Products, permits, certificates, customs declarations and registration. Customer is responsible for any Additional Fees. 3. DELIVERY AND TITLE. Unless otherwise specified by Beeline in writing, all deliveries by Beeline are EXW Beeline's warehouse (INCOTERMS 2000). Title and risk of loss pass to Customer upon delivery of the Products to the carrier. Beeline's delivery dates are estimates only and subject to timely receipt of supplies by Beeline. Beeline is not liable for delays in delivery. Beeline reserves the right to make partial deliveries and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries. 4. BEELINE'S LIMITED WARRANTY. Beeline will pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Beeline by the manufacturer, including any warranties and indemnities for intellectual property infringement. Except as otherwise provided, all claims for any defected(non-functional), breach of any warranty, or for any cause whatsoever shall be deemed waived unless made in writing and received by Seller within 60(sixty) days after Customer's receipt of goods. Beeline warrants that for a period of 60(sixty) days after delivery of the Products to Customer, value-added work performed by Beeline on Products will conform to Customer's specifications that are in writing and accepted by Beeline, and Customer shall be deemed the manufacturer of such value-added Products. To the extent permitted by law, Beeline makes no other warranty, express or implied, such as warranty of merchantability, fitness for purpose or non-infringement. Customer's sole remedies for breach of Beeline's warranty are, at Beeline's choice: (i) repair the Products; (ii) replace the Products at no cost to Customer; or (iii) refund Customer the purchase price of the Products. 5. ELECTRONIC ORDERS. In the event that any part of the purchase and sale of Products utilizes electronic data interchange, customer's internal portal or third party portal, or any other electronic means ("Electronic Purchase Order"), this Agreement will continue to apply to the purchase and sale of Products between Customer and Beeline. 6. FORCES BEYOND BEELINE'S CONTROL. Beeline is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control, (for example: acts of nature, acts or omissions of the Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor or materials through its regular sources). 7. USE OF PRODUCTS. Customer shall comply with the manufacturer's or supplier's Product specifications. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. If Customer uses or sells the Products for use in any such applications or fails to comply with the manufacturer's Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk. 8. EXPORT/IMPORT. Certain Products sold by Beeline and other related technology and documentation are subject to export control laws, regulations and orders of the United States, Canada, the European Union, and/or other countries ("Export Laws"). Customer shall comply with such Export Laws and obtain any license, permit, or authorization required to transfer, sell, export, re-export, or import the Products and related technology and documentation. The Customer will not export or re-export the Products and related technology and documentation to any country or entity to which such export or re-export is prohibited, including any country or entity under sanction or embargoes administered by Canada, United Nations, U.S. Department of Treasury, U.S. Department of Commerce or U.S. Department of State. The Customer will not use the Products and related technology and documentation in relation to nuclear, biological or chemical weapons or missile systems capable of delivering same, or in the development of any weapons of mass destruction. You certify that the commodities, software, and/or technology will not be used directly or indirectly, sold, re‐exported or incorporated into products for the benefit of certain Chinese, Russian, Indian, or Pakistani persons named by the U.S. government on the Entity List at Part 744 of the Export Administration Regulations, or to persons designated by the U.S. government as Specially Designated Global Terrorists (SDGTs), Specially Designated Terrorists (SDTs), Foreign Terrorist Organizations (FTOs) on the Specially Designated National (SDN) list, or to persons on the SDN List followed by the suffix FRYM (relating to U.S. sanctions on the Federal Republic of Yugoslavia and Montenegro). 9. PRODUCT RETURN. Customer may return Products to Beeline Electronics only with a return material authorization ("RMA") number issued by Beeline Electronics. Customer must notify Beeline Electronics in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy ("Visual Defect") within 3 days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products and may not revoke acceptance. RMAs will be issued only for Visual Defects created solely by Beeline Electronics or the original manufacturer, and only if Customer satisfies the notice requirement. RMAs will not be granted for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Product return pursuant to a warranty requires written notice from Customer to Beeline Electronics within the warranty period detailing the Product defect. Customer must return the Products to Beeline Electronics freight prepaid in original manufacturer's shipping cartons or equivalent, along with acceptable proof of purchase, within the warranty period and as specified in the RMA. At Beeline Electronics's discretion, Beeline Electronics will return all Products not eligible for return to Customer, freight collect, or hold Product for Customer's account at Customer's expense.