These terms and conditions govern the sale of Product (s) by PAMIR ELECTRONICS CORPORATION (Seller) as well as by third party vendors and/or service providers of Seller. These terms and conditions take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. PAMIR ELECTRONICS’ failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.

1. Orders: All orders placed by Buyer are subject to acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s written consent.  All orders must identify the products, unit quantities, part numbers & applicable prices.  Seller may designate certain Products and Services as non-cancelable, non-returnable (“NCNR”) and the sale of such Products shall be subject to the special terms and conditions contained in Seller’s Customer Acknowledgement or NCNR Product Form, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.  All sales are governed exclusively by these terms and conditions.  PAMIR ELECTRONICS CORPORATION does not recognize any contrary conditions of the purchaser.

2. Prices: Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation.

3. Taxes: Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including federal, state and local sales, excise and value added, goods and services taxes, and any other taxes. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.

4. Payment: Payment may be made by check, or wire transfer (all fees are borne by the Buyer). Where Seller has extended credit to Buyer, terms of payment shall be Net Thirty (30) days from date of invoice, without offset or deduction. On any past due invoice, Seller may impose interest at the rate of 1.5% per month. If Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Seller has extended credit to Buyer. In the event of default by Buyer, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs.

5. Delivery and Title: All deliveries will be made ‘EX-WORKS’ place of shipment. Title and risk of loss pass to the Buyer upon delivery of the Product to the carrier. Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries.  Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (2) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.

6. Force Majeure: Seller is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.

7. Technical Assistance or Advice: If technical assistance or advice are offered or given to Buyer, such assistance or advice is given free of charge and only as an accommodation to Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied.

8.  Transport Insurance:   The purchaser bears all expenses and risk of loss or damage from that time forward. Rights to the merchandise and the risk of loss, damage, or accidental destruction devolve upon the purchaser when PAMIR ELECTRONICS CORPORATION gives the merchandise to the carrier for shipment. The purchaser pays all freight and shipping costs, as well as any applicable insurance premiums for shipment of the merchandise.

9.  Return of Rejected Product & Warranty for Defects:  Return shipments will be accepted only if a “Return Material Authorization” is first obtained from Seller. Merchandise must be returned in the original packaging and must conform to the instructions of the office that issued the aforementioned “RMA”.   Seller provides no warranty whatsoever for merchandise sold to the purchaser, nor any assurances of its suitability for particular purposes, so far legally permissible. It agrees to transfer to the purchaser any transferable warranties that Seller has received from the manufacturer of the merchandise sold to the purchaser.  To the extent the merchandise has a defect, Seller is entitled to correct the defect or pro­vide a replacement.  Claims for damages are limited to 6months from the date of seller’s invoice.

10.  Assembly & Installation:  The purchaser is solely responsible for assembling, installing, and operating the merchandise sold herein, including – without limi­tation – obtaining all approvals, licenses, and certificates required for assembling, installing, and operating the merchandise.

11.  Software:  Any computer software to be supplied to the purchaser by Seller will be provided by way of license directly to the purchaser by the owner of the software or by third parties in accordance with a separate licensing agreement or other arrangement. The purchaser confirms receiving a separate contract in which the license is granted for the software supplied to the purchaser. The purchaser acknowledges that Seller is not a party to such license for providing software. The purchaser consents to address licensor directly in the event of claims based on maintenance or support or violations or warranties in connection with soft­ware provided pursuant to these provisions.

12. General: (a) The laws of the State of Pennsylvania will exclusively govern any dispute between Seller and Buyer, (b) Buyer may not assign this Agreement without the prior written consent of Seller. Seller or its affiliates may perform the obligations under this Agreement,  (c) Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.