Terms and Conditions of Sale

1. GENERAL

These Terms and Conditions of Sale (“Terms”) govern all sales of electronic components, products, materials, and related services (“Products”) by NexGen Digital, Inc. (“Seller” or “NexGen”) to the purchasing party (“Buyer”).

All sales are expressly conditioned upon Buyer’s acceptance of these Terms. Any purchase order, acknowledgment, supplier terms, portal terms, electronic purchasing-system terms, or other document issued by Buyer that contains terms inconsistent with or in addition to these Terms is rejected and shall have no effect unless expressly accepted by Seller in a written document signed by an authorized representative of Seller.

Seller’s acceptance of a purchase order is subject to product availability, Seller’s confirmation, credit approval, and these Terms. No quotation constitutes a binding obligation to sell until Seller has accepted the applicable order.

Acceptance of delivery, payment for Products, or other performance by Buyer constitutes acceptance of these Terms. Seller’s failure to object to any additional or conflicting term contained in Buyer’s purchase order, acknowledgment, portal, electronic system, or other communication shall not constitute acceptance of or waiver of Seller’s objection to such term.

These Terms, together with Seller’s written quotation, order confirmation, invoice, and any specifically agreed written terms, constitute the complete agreement between Seller and Buyer regarding the applicable transaction.

2. QUOTATIONS, PRICING AND AVAILABILITY

All quotations are subject to change based upon the quantity, condition, price, availability, and information known to Seller at the time of quotation.

Unless otherwise stated in writing, quoted prices are in U.S. dollars and exclude applicable sales, use, value-added, excise, customs, duties, tariffs, freight, insurance, and other governmental charges.

Product availability may change rapidly. A quotation, availability indication, or price indication does not reserve inventory unless expressly stated in writing by Seller.

Any tariffs, duties, governmental charges, or other costs imposed or increased after quotation or order acceptance may be added to the purchase price where legally permissible.

Prices are subject to change in response to supplier price increases. If Seller notifies Buyer of a supplier price increase affecting an undelivered portion of an order, Buyer may cancel the affected undelivered portion by written notice within ten (10) days after Seller’s notice.

3. ORDERS / ACCEPTANCE / CANCELLATION AND RESCHEDULE

Buyer may not modify, cancel, reschedule, or reconfigure an accepted order without Seller’s prior written approval.

Orders are non-cancellable/non-returnable (“NCNR”).

If Seller approves cancellation, rescheduling, or reconfiguration, Buyer shall be responsible for supplier charges, restocking charges, freight, committed costs, reasonably foreseeable lost profits attributable to the change, and other reasonable costs attributable to the change. ALL CONSIGNMENT GOODS AND SPECIAL ORDERS ARE SOLD “AS IS”, WITH NO EXPRESS OR IMPLIED WARRANTIES FROM SELLER AND WITH NO RETURN RIGHTS.

4. PAYMENT TERMS

Unless otherwise agreed in writing, payment terms are net thirty (30) days from the invoice date.

Prices are FOB NexGen Digital’s facility unless otherwise stated in writing on Seller’s quotation or order confirmation. Prices do not include taxes, freight, handling, duty, insurance, or similar charges, payment of which shall be Buyer’s responsibility.

Buyer shall make payments without setoff, deduction, counterclaim, or withholding unless required by law.

Seller may suspend shipments or other performance if Buyer fails to make payment when due.

Amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

Buyer shall reimburse Seller for reasonable costs of collection, including collection agency fees and reasonable attorneys’ fees, to the extent permitted by law.

Seller may require advance payment, deposits, credit limits, or other payment security at any time based upon Buyer’s creditworthiness or transaction circumstances.

5. DELIVERY / REFUNDS AND CREDITS

Delivery dates are estimates. Time is not of the essence unless expressly stated in a written agreement signed by Seller.

Partial shipments may be made unless otherwise agreed in writing.

Late or partial delivery shall not, by itself, entitle Buyer to cancel or repudiate the applicable order or any other undelivered portion of the order, except as otherwise expressly agreed in writing or required by applicable law.

Delivery of a defective or nonconforming Product in one installment shall not entitle Buyer to reject or repudiate the entire order.

Buyer shall promptly inspect Products upon receipt and notify Seller in writing of any visible shortage, shipping damage, or apparent nonconformity, and in any event within ten (10) days after delivery. Failure to provide timely written notice may constitute acceptance of the Products to the extent permitted by applicable law. Authorized returns pursuant to a written RMA shall, at Seller’s option and subject to these Terms, result in a credit equal to the applicable purchase price of the accepted returned Products, excluding taxes, freight, handling, duty, and similar charges.

Any credit balance or other sum owed to Buyer that remains unclaimed by Buyer for one hundred eighty (180) days may, to the extent permitted by law, become the property of Seller.

6. PRODUCT CONDITION AND AUTHENTICITY

Seller may supply Products that are new, unused, excess inventory, surplus inventory, previously purchased inventory, or otherwise identified by Seller in its quotation or order confirmation.

The condition, packaging, date code, manufacturer, country of origin, and other available product information shall be identified in Seller’s quotation, order confirmation, packing documentation, or other applicable transaction documentation when applicable.

Seller will make reasonable efforts to provide accurate product information based upon information available to Seller. Buyer is responsible for determining that the Products are suitable for Buyer’s intended application.

Seller shall not be responsible for changes made by a manufacturer after Seller’s purchase of the Products, including changes involving design, materials, manufacturing processes, labeling, packaging, or product lifecycle status.

7. MANUFACTURER INFORMATION AND TRACEABILITY

Seller is not the manufacturer of the Products and shall not be responsible for providing manufacturer change notices, certificates of origin, material composition information, trade preference status, RoHS/REACH documentation, or other similar manufacturer documentation unless expressly agreed to in writing.

To the extent Seller provides such information, it is provided based upon information received from the applicable manufacturer or supplier and on an “AS IS” basis, without independent certification by Seller unless expressly stated otherwise.

Buyer is responsible for independently confirming the accuracy and suitability of manufacturer-supplied information for Buyer’s application, destination, regulatory requirements, and intended use.

Seller takes reasonable commercial measures to procure Products through established supply channels. Unless expressly agreed otherwise in writing, Seller does not independently guarantee manufacturer traceability, date-code authenticity, country-of-origin information, or manufacturer documentation supplied by third parties.

8. LIMITED WARRANTY

For Products expressly warranted by Seller in writing, Seller warrants only those Products that Seller has directly procured, received, inspected, and tested through Seller’s quality-control procedures, and only to the extent expressly covered by Seller’s applicable warranty.

Unless otherwise stated in writing, the warranty period is ninety (90) days from the date of delivery of the applicable Products.

This warranty applies only to defects that existed when the Products were supplied by Seller and that are verified by Seller or by a testing facility approved by Seller.

The warranty does not cover Products that have been improperly stored, handled, installed, tested, or used; subjected to abnormal electrical, mechanical, thermal, or environmental conditions; altered, modified, repaired, reworked, or otherwise tampered with after delivery; damaged through improper handling or installation; used outside the manufacturer’s published specifications; rendered defective by Buyer or a third party; or sold as-is, NCNR, consignment, special-order, or otherwise expressly excluded from warranty coverage.

For Products assembled or customized by Seller, any warranty specifically stated in Seller’s quotation or order confirmation shall control. If no separate warranty is stated, the ninety (90)-day warranty in these Terms applies.

9. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS ARE THE SOLE WARRANTIES PROVIDED BY SELLER.

SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DESIGN, QUALITY, PERFORMANCE, OR SUITABILITY.

BUYER IS RESPONSIBLE FOR DETERMINING THE SUITABILITY OF PRODUCTS FOR BUYER’S APPLICATION.

10. HIGH-RISK APPLICATIONS

Unless expressly agreed to in writing by Seller, Products are not intended for use in applications in which failure of a component could reasonably be expected to result in death, personal injury, significant property damage, or environmental harm.

Such applications may include life-support equipment, human implantation, nuclear facilities, aircraft flight-control systems, weapons systems, automotive safety systems, or other mission-critical applications.

Buyer assumes responsibility for evaluating and validating Products for any application in which failure could result in such consequences and shall indemnify and hold Seller harmless from claims arising from Buyer’s unauthorized use of Products in such applications.

11. INTELLECTUAL PROPERTY

Seller makes no representation or warranty concerning patents, copyrights, trademarks, trade names, service marks, or other intellectual property rights associated with Products supplied by Seller.

To the maximum extent permitted by law, Seller’s responsibility for any claim relating to intellectual-property infringement shall be limited to any indemnification, defense, warranty, or other protection actually available to Seller from the applicable manufacturer or supplier.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF PRODUCTION, OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY.

SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY SALE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO SELLER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

The limitations in this section shall apply regardless of whether the claim is based upon contract, warranty, negligence, strict liability, indemnity, or any other legal theory, except to the extent such limitation is prohibited by applicable law.

13. BUYER INDEMNIFICATION

Buyer shall defend, indemnify, and hold harmless Seller and its affiliates, officers, directors, employees, agents, and suppliers from and against claims, liabilities, damages, losses, penalties, costs, and reasonable attorneys’ fees arising out of or relating to Buyer’s breach of these Terms; Buyer’s improper storage, handling, installation, modification, testing, resale, or use of Products; Buyer’s violation of applicable law, export-control requirements, sanctions, or governmental requirements; Buyer’s use of Products in an unauthorized high-risk application; or specifications, designs, modifications, or instructions supplied by or on behalf of Buyer.

14. VALUE-ADDED SERVICES

The performance of value-added services by Seller or a third party may void a manufacturer’s warranty and may render Products non-returnable. Orders incorporating such services may be non-cancelable and non-returnable as stated in Seller’s quotation or order confirmation.

Seller makes no representation or warranty with respect to software supplied by a manufacturer and included with Products and shall have no liability in connection with such software except as expressly required by law.

Order(s) maybe subject to executed end use / end user certificate export regulation compliance form (DOC 1.1-1).

15. EXPORT CONTROLS AND TRADE COMPLIANCE

Buyer shall comply with all applicable United States and foreign export-control, import, sanctions, customs, and trade-compliance laws and regulations relating to the Products.

Buyer represents that it is not a prohibited, restricted, denied, or sanctioned party and will not cause Seller to violate applicable export-control or sanctions requirements.

Buyer shall not export, re-export, transfer, sell, or otherwise provide Products to any destination, entity, person, or end use prohibited by US Government without obtaining all required governmental authorizations.

Buyer shall conduct appropriate screening and due diligence of its customers, distributors, resellers, and other downstream recipients to ensure that Products are not sold, exported, re-exported, transferred, or used in violation of applicable export-control or sanctions laws.

Buyer shall promptly notify Seller of any known or suspected violation involving Products.

16. ENVIRONMENTAL AND PRODUCT COMPLIANCE

Buyer is responsible for determining and complying with applicable environmental, recycling, electronic-waste, packaging, battery, chemical-substance, labeling, registration, and similar requirements applicable to Buyer’s import, resale, distribution, or use of Products in the destination jurisdiction.

Unless expressly agreed in writing, Seller does not represent or warrant that Products satisfy the laws or regulatory requirements of any particular destination jurisdiction beyond those expressly applicable to Seller’s sale of the Products.

17. COMPLIANCE WITH LAWS

Each party shall comply with applicable laws and regulations relating to its performance under these Terms.

Buyer shall be responsible for ensuring that Products are appropriate for and legally permitted in Buyer’s intended application, destination, and market.

18. FORCE MAJEURE

Seller shall not be liable for delay, interruption, or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, accident, severe weather, epidemic or pandemic, war, terrorism, civil unrest, governmental action, embargoes, labor disputes, shortages of labor, fuel, power, materials or supplies, transportation interruptions, manufacturer or supplier disruptions, utility failures, cyber incidents, or other events beyond Seller’s reasonable control.

Seller may allocate available inventory among customers or potential customers in a commercially reasonable manner when supply is constrained.

19. CONFIDENTIALITY

Non-public information exchanged between Buyer and Seller in connection with a transaction shall be treated as confidential and shall not be disclosed to third parties except as necessary to perform the transaction, to professional advisors or affiliates with a need to know, or as required by law.

This obligation shall not apply to information that is publicly available through no breach of these Terms, was already lawfully known, is independently developed, or is lawfully obtained from another source without confidentiality restrictions.

20. PRIVACY AND PERSONAL INFORMATION

Buyer authorizes Seller to process personal information reasonably necessary to administer customer accounts, process orders, provide Products and services, communicate with Buyer, comply with legal requirements, prevent fraud, and perform obligations under these Terms.

21. ELECTRONIC COMMUNICATIONS AND ORDERS

Orders, approvals, acknowledgments, quotations, invoices, and other transaction documents may be exchanged electronically.

Electronic signatures, electronic approvals, PDF documents, electronic purchase orders, and electronically transmitted records shall have the same effect as original documents to the extent permitted by applicable law.

Buyer’s use of an electronic purchasing system, portal, EDI system, or other automated ordering platform does not modify these Terms unless Seller expressly agrees otherwise in writing.

22. GOVERNING LAW, DISPUTES AND GENERAL

These Terms and all transactions between Seller and Buyer shall be governed by the laws of the State of California, without regard to its conflict-of-law principles.

The parties agree that disputes arising from these Terms shall be brought in the state or federal courts located in Orange County, California, and each party consents to such jurisdiction and venue, subject to any applicable legal requirements.

Before commencing litigation, the parties shall make a good-faith effort to resolve the dispute through discussions between authorized representatives.

To the extent permitted by applicable law, the prevailing party in any action or proceeding arising out of or relating to these Terms shall be entitled to recover its reasonable attorneys’ fees and costs.

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall continue in effect. Seller’s failure to enforce any provision shall not constitute a waiver. These Terms, together with the applicable quotation, order confirmation, invoice, and any written terms expressly agreed to by Seller, constitute the entire agreement concerning the applicable sale.