The applicable Anoison legal entity issuing the quotation, order acknowledgment, or invoice, hereinafter “Seller,” will supply the items and/or services identified on an Anoison quotation or Order Acknowledgment expressly conditional upon Buyer’s acceptance of the following terms. Seller’s commencement of performance shall not prejudice the rights to enforcement of these conditions.

1. ACCEPTANCE OF ORDER: No purchase order shall be binding upon Seller unless and until accepted in writing by an authorized representative of Seller, or by performance. No terms or conditions of Buyer’s purchase order or other instrument (including standard purchasing terms or public procurement clauses) which alter or are inconsistent with Seller’s terms and conditions shall be binding upon Seller, unless specifically agreed to in writing by an authorized officer of Seller.

2. PRICE AND DESIGN CHANGES: Seller reserves the right to make changes in product design at any time without incurring any obligation to install such changes on units previously sold or to continue to supply obsolete items. Unless otherwise agreed in writing, quoted prices are based upon manufacture of the quantity and types originally specified and are subject to revision for variations in quantity, specifications, and/or delivery schedules, or when engineering changes are requested by Buyer. Quoted prices do not include taxes, duties, or tariffs; applicable assessments will be added as separate line items on invoices where applicable.

3. MINIMUM ORDER VALUE: The minimum acceptable value for any order is as indicated on the Anoison Quotation Form. Buyer’s accumulation of multiple standard items into a single purchase order to reach this threshold is permissible.

4. SHIPMENTS & RISK OF LOSS: All products are sold EXW (Ex Works – Incoterms 2020) from Seller’s shipping facility, unless otherwise specified in writing. Standard commercial packaging is included. Special domestic or export packaging will incur additional charges. Seller assumes no liability for delay, breakage, damage, or loss once products are tendered to the carrier. Quoted delivery dates represent Seller’s best commercial estimates; Seller disclaims liability for any incidental or consequential damages arising from shipping or production delays.

5. TERMS OF PAYMENT: Unless otherwise agreed in writing, payment terms are T/T (Wire Transfer) with order. Where commercial credit has been formally extended by Seller, payment terms shall be strictly Net 30 days from invoice date. Seller reserves the right to suspend credit or require cash in advance if Buyer’s financial standing deteriorates. Overdue balances shall accrue interest at 1.5% per month (or the maximum legal rate allowable by law) until fully satisfied.

6. RESCHEDULING: Delivery dates are fixed upon acceptance. Seller will make reasonable commercial efforts to accommodate written requests for delivery schedule adjustments received at least forty-five (45) business days prior to the acknowledged ship date. Work-stop requests shall not exceed ninety (90) calendar days and shall require equitable adjustments to contract price and schedules.

7. RAW MATERIAL & SURCHARGES: Prices of items containing precious metals, non-ferrous alloys, or specialized raw materials are subject to surcharges reflecting documented market fluctuations between order acceptance and shipment. Customer-requested source inspections at Seller’s plant may incur additional inspection fees.

8. CUSTOM PRODUCTS: All custom-engineered products and Cable Assembly items manufactured to Buyer’s unique specifications are strictly Non-Cancelable and Non-Returnable (NCNR) once production or material procurement has commenced.

9. CANCELLATION OF STANDARD ORDERS: Accepted orders for standard catalog items may not be canceled unilaterally. Written cancellation requests received outside forty-five (45) business days from acknowledged ship date may be accepted at Seller’s discretion subject to reasonable administrative fees. Orders within forty-five (45) business days of shipment are non-cancelable and subject to charges up to 100% of order value.

10. EXPORT COMPLIANCE: Buyer acknowledges that items and technical data supplied hereunder are subject to applicable export control laws and regulations (including U.S. EAR/ITAR, Japanese FEFTA, or local jurisdiction rules, where applicable). Buyer assumes full responsibility for compliance with all relevant export licensing, re-transfer prohibitions, and end-user restrictions.

11. INTELLECTUAL PROPERTY & INDEMNIFICATION: Seller agrees to defend Buyer against any third-party claim alleging that standard goods manufactured solely by Seller infringe a valid patent or trademark in the country of delivery, provided Buyer gives prompt written notice and grants Seller sole control of defense. This indemnity shall not apply to goods manufactured to Buyer’s custom designs, or resulting from combination with non-Seller products. Seller’s aggregate liability under this section shall not exceed the purchase price paid by Buyer for the infringing units.

12. PROPRIETARY TECHNICAL DATA & BRAND ASSETS: All designs, manufacturing processes, tooling, drawings, technical data, and registered trademarks (including the ANOISON name and logo) remain the exclusive intellectual property of Seller or its global licensors. No title, license, or right of ownership is granted to Buyer. Buyer shall not reverse engineer, disclose, or misappropriate Seller’s proprietary technical information or brand assets.

13. LIMITED WARRANTY: Seller warrants newly-manufactured articles to be free from defects in material and workmanship under normal use for ninety (90) calendar days from shipment. Seller’s sole obligation, and Buyer’s exclusive remedy, shall be the repair, replacement, or credit (at Seller’s option) of defective items returned with prior Return Material Authorization (RMA) and freight prepaid. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

14. LIMITATION OF LIABILITY: IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR DOWNTIME), REGARDLESS OF THE LEGAL THEORY. SELLER’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE SPECIFIC ITEMS GIVING RISE TO THE CLAIM.

15. FORCE MAJEURE: Seller shall not be liable for defaults or delays caused by acts of God, fires, natural disasters, epidemics, labor disputes, material shortages, government acts, or any other cause beyond Seller’s reasonable control.

16. GOVERNING LAW & JURISDICTION: This Agreement and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the jurisdiction where the Seller’s contracting entity is incorporated, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

17. TAXES: Buyer is responsible for all applicable sales, use, value-added, or regional taxes unless a valid tax exemption certificate is furnished to Seller.

18. MATERIAL SUBSTITUTION: Seller reserves the right to substitute equivalent materials provided form, fit, and function are not adversely impacted. Customer approval will be solicited when changes affect form, fit, or function.

19. TOLERANCES: Standard industry tolerances apply. Seller reserves the right to over- or under-ship customized bulk orders by up to 10% per line item (not to exceed $100 total value variance).

20. ENTIRE AGREEMENT: These terms constitute the complete agreement between the parties and supersede all prior discussions. No modification shall be binding unless executed in writing by both parties.