1. Entire Agreement.  The terms and conditions of sale contained herein, together with any additional terms contained in JY ELECTRONICS Inc.’s (“JY ELECTRONICS”) standard Product (as defined below) documentation (collectively, the “Sales Terms”), apply to all quotations made and purchase orders received by JY ELECTRONICS and are the exclusive binding agreement between the parties regarding the products sold by JY ELECTRONICS (“Products”).  JY ELECTRONICS’s acceptance of any order for Products by a purchaser (the “Buyer”) is conditional upon Buyer’s assent to these Sales Terms in lieu of all other terms including, without limitation, the terms contained in Buyer’s purchase order.  JY ELECTRONICS hereby rejects all provisions contained in communications from Buyer that conflict with or are inconsistent with the terms contained herein.  No addition or deletion or other agreement, promise or covenant proposed by Buyer shall become binding upon JY ELECTRONICS, whether advanced by document, purchase order, confirmation or otherwise, unless specifically agreed to in a writing executed by JY ELECTRONICS.  JY ELECTRONICS’s failure to object to any of the provisions contained in Buyer’s documentation shall not be deemed a waiver of these provisions.
2. Non-Cancelable.  An order pursuant to these Sales Terms shall be non-cancellable (in whole or in part) except with the prior written consent of JY ELECTRONICS.  In the event of any cancellation, Buyer shall pay JY ELECTRONICS, at JY ELECTRONICS’s option, the following as liquidated damages:

(a) invoice price of all Products which have been identified to these Sales Terms, whether such Products have been delivered to Buyer or not

(b) actual costs incurred by JY ELECTRONICS for Products not completed which are allocable to the balance of Products ordered by Buyer, including the cost of discharging JY ELECTRONICS’s liabilities which are so applicable, and the costs of materials on hand which were acquired or produced in connection with these Sales Terms, plus a reasonable allowance for profit in connection with partially finished work and materials; and

(c) a reasonable allowance for profit in connection with Products ordered pursuant to these Sales Terms but with respect to which production has not yet begun at the time of the cancellation.

3. Price; Payment.

(a) Buyer will be billed at the prices stated at the time of JY ELECTRONICS’s acceptance of Buyer’s order.  All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions, which are not part of the original price quotation.  If the prices are based on the purchase of a particular quantity of goods and Buyer fails to purchase that quantity which would justify the pricing granted, JY ELECTRONICS shall have the right, in addition to any other remedies at law or equity, to recover from Buyer the difference between the stated price and JY ELECTRONICS’s standard prices for such goods in the quantity actually purchased by Buyer.  Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of customs, duties or taxes, and Buyer shall be responsible for all such applicable duties and taxes (exclusive of taxes on JY ELECTRONICS’s income).  If exemption from such taxes is claimed, Buyer must provide a certificate of exemption at the time the Purchase Order is submitted to JY ELECTRONICS, and Buyer agrees to indemnify JY ELECTRONICS for any unpaid taxes in the event such exemption is not applicable.

(b) Unless otherwise agreed to by JY ELECTRONICS in writing, payment shall be made net cash, in U.S. dollars, within thirty (30) days from date of shipment (whether in full or partial fulfillment of these Sales Terms) without setoff of any kind.  An invoice may or may not accompany shipment at JY ELECTRONICS’s option.  Any credits or setoffs alleged by Buyer to be due from JY ELECTRONICS shall not be deducted from the amounts due JY ELECTRONICS under this or other agreements until JY ELECTRONICS shall have issued and delivered to Buyer JY ELECTRONICS’s credit memorandum authorizing such deduction.  To the extent permitted under applicable law, past due accounts and sums improperly deducted shall accrue interest at the lower of (i) twelve percent (12%) per annum or (ii) the highest rate permitted by applicable law.  Additionally, Buyer shall pay to JY ELECTRONICS all costs and expenses incurred by JY ELECTRONICS in seeking collection of any amounts owed by Buyer to JY ELECTRONICS. 

(c) If JY ELECTRONICS accepts partial payment in an amount less than the full amount of any invoice, such acceptance shall neither constitute a waiver of JY ELECTRONICS’s right to collect the balance nor an accord and satisfaction, notwithstanding JY ELECTRONICS’s endorsement of a check or other instrument.  

(d) In addition to all other rights and remedies JY ELECTRONICS may have against Buyer, Buyer hereby grants to JY ELECTRONICS a security interest in all of the Products and all proceeds thereof to secure Buyer’s obligation to pay the purchase price therefor and any other amounts owing to JY ELECTRONICS by Buyer, including, without limitation, all costs and expenses of litigation, attorneys’ fees and interest.  In connection with the security interest granted herein, JY ELECTRONICS is expressly authorized, at its discretion, to file one or more financing statements or other notices under applicable law naming Buyer as debtor and JY ELECTRONICS as secured party.  Buyer agrees to execute such documents requested by JY ELECTRONICS to record and otherwise perfect this security interest.

4. Solvency.  JY ELECTRONICS’s acceptance of these Sales Terms and the extension of credit by JY ELECTRONICS to Buyer is based upon Buyer’s representation that Buyer is solvent, able to pay its debts when they become due and is in sound financial condition.  In the event Buyer becomes insolvent, is unable to pay its debts as they become due, has an adverse change in its financial condition or if Buyer fails to comply with the payment terms set forth herein, or if JY ELECTRONICS has cause to believe that any such event has occurred, regardless of the accuracy of JY ELECTRONICS’s belief, JY ELECTRONICS, at its option, may (i) demand payment in full prior to shipment or upon delivery; (ii) cancel these Sales Terms at any time without liability to Buyer; or (iii) demand the return of any or all of the Products which have been delivered to Buyer but not paid for.
5. Title and Shipment. 

(a) Unless otherwise agreed to by JY ELECTRONICS in writing, all shipments of the Products are made EXW (Incoterms 2010).  JY ELECTRONICS reserves the right to make delivery in installments and such shipments to be invoiced when shipped.  Delivery of any of the Products by or on behalf of JY ELECTRONICS to any common carrier or to any other carrier or agent for shipment to Buyer, or such other party as Buyer shall designate, shall be deemed delivery thereof to Buyer for all purposes of these Sales Terms and, thereupon, title to such of the Products and risk of loss thereof, including damages or theft in transit, shall immediately be transferred to and be deemed assumed by Buyer, regardless of freight payment terms and whether such shipping agent has been specified by Buyer.  

(b) On Products classified as non-standard (units fabricated to individual customer requirements, drawings, specifications or design as contrasted to standard items offered by JY ELECTRONICS for general sale), JY ELECTRONICS reserves the right to fabricate the entire quantity ordered in one production run, although shipments are made in accordance with Buyer’s requested delivery schedule.

6. Inspection.  Buyer shall inspect the Products upon delivery and shall notify JY ELECTRONICS within ten (10) days of any damage or defective Products or under-shipment by JY ELECTRONICS. 
7. Returns.  Any Product return shall be returned to JY ELECTRONICS ONLY upon assignment of a Return Merchandise Authorization (RMA) Number by JY ELECTRONICS. Any Product returned to JY ELECTRONICS without a RMA Number will be refused and returned to Buyer at Buyer’s expense. Returns will not be accepted by JY ELECTRONICS for any reason other than for: (i) verifiable Product defects or damage occurring within the warranty period, or (ii) mishandled shipments directly caused by JY ELECTRONICS.  Return requests involving mishandled shipments must be brought to JY ELECTRONICS’s attention within five (5) days of original ship date.  JY ELECTRONICS reserves the right to reject any request regarding mishandled shipments submitted more than five (5) days after the original ship date.  
8. Warranty and Disclaimer. 

(a)Jy electronics warrants that the products will conform with all pertinent specifications including performance specifications, drawings and approved samples, if furnished in writing, and will be free from defects caused by defective materials or workmanship for a period of one-year after shipment thereof to buyer.

(b)Jy electronics makes no other warranties, express or implied, to buyer, its customers or any users of the products except as herein stated, and jy electronics expressly disclaims and excludes all warranties whether statutory, express or implied, including all warranties which, but for this provision, might arise from course of dealing, custom or trade and including, but not limited to, the implied warranties of merchantability of the products, fitness for any particular use or purpose and non-infringement.  all claims for alleged defects in the products shall be deemed waived unless made in writing and delivered to jy electronics within one (1) year after shipment of the products to buyer.  jy electronics’s sole liability with respect to the products shall be limited to the repair, replacement or refund of the purchase price of any defective products.  jy electronics, in its discretion, shall determine on a case by case basis whether repair, replacement or refund will be the remedy respecting any such defective products.  if the applicable warranty period described has not expired, such repair, replacement or refund shall be jy electronics’s sole liability and the sole remedy that buyer, its customers or any users of the products shall have against jy electronics with respect to the quality, performance or use of any of the products.  if the warranty period has expired, jy electronics shall not be liable for any damages of any kind whatsoever.  buyer hereby agrees to communicate in writing the terms of this section to its customers.

(c) All product information furnished by jy electronics is believed to be accurate and reliable.  however, buyers must independently evaluate the suitability of and test each product selected for their own applications. jy electronics products are not designed for, and shall not be used for, any purpose (including, without limitation, automotive, military, aerospace, medical, life-saving, life-sustaining or nuclear facility applications, devices intended for surgical implant into the body, or any other application in which the failure or lack of desired operation of the product may result in personal injury, death, or property damage) other than those expressly set forth in applicable jy electronics product documentation.  warranties granted by jy electronics shall be deemed void for products used for any purpose not expressly set forth in applicable jy electronics documentation.  jy electronics shall not be liable for any claims or damages arising out of products used in applications not expressly intended by jy electronics as set forth in applicable jy electronics documentation.(d) Anything to the contrary notwithstanding, any action for alleged breach by JY ELECTRONICS of these Sales Terms, including, without limitation, an action for breach of the warranty herein set forth, shall be barred unless commenced by Buyer within one (1) year after the date the Products in question were first delivered to Buyer.

9. Limitation of liability.  in no event shall jy electronics be liable for any consequential, incidental, indirect, exemplary, punitive, special or other damages whatsoever resulting from jy electronics’s performance or failure to perform under these terms or the furnishing, performance or use of any products sold pursuant hereto, whether due to breach of contract, breach of warranty, strict liability, product liability, the negligence of jy electronics or otherwise.  jy electronics shall not be liable for lost profits, lost revenue, loss of production or similar damages regardless of whether they are characterized as direct or consequential damages.  in no event shall jy electronics’s liability exceed the u.s. dollar amount equal to the amount paid by buyer for the cost of the products paid by buyer under the applicable invoice giving rise to a claim.  the damage limitations provided in this agreement and the remedies stated herein shall be exclusive and shall be buyer’s sole remedy.  this limitation on liability shall survive failure of any essential purpose.  certain jurisdictions do not permit the limitation of certain types of liability, so this limitation may not apply to the buyer.
10. Ownership of Tooling.  Unless otherwise agreed specifically in writing (and not by a printed provision in any business form), all special tools, dies, molds, jigs and fixtures made or utilized by JY ELECTRONICS shall be and remain JY ELECTRONICS’s property.  Should any special tools, dies, molds, jigs or fixtures be furnished by Buyer or contractually be Buyer’s property, they shall be held at Buyer’s sole risk, and JY ELECTRONICS shall have a lien thereon while in JY ELECTRONICS’s possession to secure all indebtedness whatsoever due from Buyer to JY ELECTRONICS, which lien shall be enforceable by sale or court action.
11. Confidential Information.  Any documentation or data supplied by JY ELECTRONICS to Buyer and marked “confidential” are proprietary and confidential to JY ELECTRONICS. JY ELECTRONICS retains for itself all proprietary rights to all designs, engineering details, and other data pertaining to any Product sold. Buyer agrees to use its best efforts to maintain the confidentiality of any proprietary documentation, data, or price quotes (whether marked “confidential” or not) supplied to it and not to disclose or use such documentation, data, or price quotes in any manner inconsistent with the purpose for which it was disclosed.  Buyer hereby grants JY ELECTRONICS a nonexclusive, limited license to use, copy, modify or otherwise utilize any materials or intellectual property provided by Buyer to JY ELECTRONICS for purposes of fulfilling Company’s obligations herein. JY ELECTRONICS may require Buyer to execute a separate confidentiality agreement.
12. IP Infringement.  Subject to the limitations set forth in these Sales Terms, if a Product furnished to Buyer becomes or, in JY ELECTRONICS’s opinion, may become the subject of any claim, suit or proceeding for infringement of an intellectual property right of a third party (“Claim”), JY ELECTRONICS shall indemnify and hold Buyer harmless from and against such Claim, provided that Buyer (i) provides JY ELECTRONICS with prompt written notice of such Claim; (ii) grants JY ELECTRONICS sole control of the defense of such Claim and right to settle the Claim; and (iii) cooperates with JY ELECTRONICS’s reasonable requests in the defense and settlement of such Claim.  In the event of any such Claim, JY ELECTRONICS may, at its option and expense, (i) obtain for Buyer the right to continue to use, lease or sell the Product, (ii) replace the Product with an alternative non-infringing product, (iii) modify the Product, or (iv) request the Buyer to return the Product and refund the purchase price paid by Buyer for the Product less a reasonable amount for use, damage or obsolescence.  Notwithstanding anything contained herein to the contrary, JY ELECTRONICS will not be liable for any Claim  arising from any of the following (each an “Excluded Claim”) (i) JY ELECTRONICS’s compliance with Buyer’s designs, specifications or instructions; (ii) the combination of Products with components not provided by JY ELECTRONICS; (iii) the modification of the Product other than by JY ELECTRONICS; or (iv) the use of a Product in practicing a process or method.  Additionally, Buyer agrees, at its expense, to indemnify, hold harmless, protect and defend JY ELECTRONICS from and against any Excluded Claim and all damages, costs and expenses attributable thereto.
13. Export Controls.  Buyer acknowledges that all shipments by JY ELECTRONICS are or may be subject to restrictions and limitations imposed by United States export controls, trade regulations and trade sanctions.  Buyer at all times will comply with such sanctions, controls and regulations and will cause compliance with such sanctions, controls and regulations in its use and disposition of the Products.  With respect to each Product shipment, Buyer will obtain and supply to JY ELECTRONICS in writing all information required by JY ELECTRONICS to obtain any U.S. export license, permit, approval or documentation applicable to such shipment.  Notwithstanding any contrary provision in these Sales Terms, JY ELECTRONICS will have no obligation to make any shipment to Buyer until JY ELECTRONICS has received all such information and has obtained the applicable licenses, permits, approvals or documentation for shipment, if any.  If JY ELECTRONICS learns, or has reasonable cause to believe, or if any branch or agency of the government of the United States claims, that a violation of any applicable trade sanctions, export controls or trade regulations has occurred or is likely to occur because of any shipment, JY ELECTRONICS may, in addition to any other remedy it may have, suspend all shipments to Buyer until: (a) JY ELECTRONICS is satisfied that such violation did not occur or has ceased to occur, or (b) such claim is withdrawn or otherwise resolved in favor of JY ELECTRONICS.  Neither Buyer, nor its employees, agents, subcontractors, officers or representatives, shall cause or permit any of the Products to be shipped to any recipient in any country for which a validated export license is required by the United States, or to which shipment is prohibited under trade regulations or trade sanctions of the United States.  It shall be the duty of Buyer to inform itself in detail of such export controls, trade regulations and trade sanctions.  Buyer will not cause or permit any Buyer reseller, customer or user in other parts of the world to receive Products until all necessary import and/or export approvals and clearances have been obtained, and until all United States export controls, trade regulations or trade sanctions applicable to such shipments have been fully complied with.   Buyer will indemnify and will hold JY ELECTRONICS harmless from and against any claim, loss or liability arising out of any breach of the foregoing covenants contained in this section.
14. No Waiver.  No waiver of a breach of any provision of these Sales Terms between the parties shall constitute a waiver of a continuing or future breach of such provision or of any other provision hereof.  
15. Cumulative Remedies.  In the event of a default or breach by Buyer in the performance of any of its obligations hereunder, in addition to any and all other rights and remedies which JY ELECTRONICS shall have against Buyer, Buyer shall be liable to JY ELECTRONICS for all costs and expenses incurred by JY ELECTRONICS in enforcing its rights hereunder, including, with limitation, all court costs, expenses of litigation and attorneys’ fees.  The remedies of JY ELECTRONICS shall be cumulative and in addition to any other legal remedies.  
16. No Assignment.  These Sales Terms or any Product order shall not be assignable by Buyer without the prior written consent of JY ELECTRONICS.
17. Governing Law; Jurisdiction.  These Sales Terms shall be construed and enforced in accordance with, and governed by, the internal laws, and not the law of conflicts, of the State of Illinois.  In addition to any other court wherein JY ELECTRONICS could institute an action against Buyer, Buyer hereby irrevocably submits to the jurisdiction of any United States federal court sitting in the State of Illinois or any Illinois state court in any action or proceeding arising out of or relating to these Sales Terms and Buyer hereby irrevocably agrees that all claims and matters in respect to such action or proceeding may be heard and determined in any such court.  To the extent permitted by applicable law, Buyer hereby waives any right to a jury trial in any action arising hereunder.  In the event suit is instituted in a United States federal court sitting in the State of Illinois or any Illinois state court, Buyer hereby waives any right to object to such filing on venue, forum non conveniens or similar grounds.  The parties hereby acknowledge that the rules of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply hereto and shall not be used for interpretation of the sale of Products hereunder.
18. Severability.  If any of the provisions of these Sales Terms shall be invalid or unenforceable, the remainder of these Sales Terms, or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each provision of these Sales Terms shall be valid and enforceable to the fullest extent permitted by law.
19. Force Majeure.  JY ELECTRONICS shall not be liable for or deemed to be in default by reason of any failure to deliver the Products, or any delay in delivery due to any preference, priority, allocation or allotment order issued by any governmental body or any other cause beyond its control, including, but not limited to, acts of God or a public enemy, terrorism, acts of the government, fires, floods, epidemics, quarantine restrictions, strikes, lockouts, inability to obtain materials or shipping space on terms deemed reasonably by JY ELECTRONICS, delays of carriers or suppliers, freight embargoes, unusually severe weather conditions and delays of any subcontractor.  In addition, JY ELECTRONICS shall be so excused in the event it is unable to acquire from its usual sources and on terms it deems to be reasonable, any material necessary for manufacturing or acquiring the Products.  

Updated  sept  7, 2023