TERMS AND CONDITIONS OF SALE

Orders
The contract does not exist until the Buyer places an order for delivery and such order is accepted by CHIPNONSTOP in writing and CHIPNONSTOP issues its invoice based on the accepted order, supplemented by CHIPNONSTOP's invoice.

Price
All prices are in US dollars. Prices are subject to change at any time prior to acceptance by CHIPNONSTOP of any order. Prices are for Products only and do not include taxes, shipping charges, freight, duties or other fees or charges. The buyer is responsible for all additional fees.

Cancelation
The Buyer may not modify, cancel, withdraw, reject or reschedule accepted orders for Products without the consent of CHIPNONSTOP (except in cases of non-compliance confirmed by CHIPNONSTOP or within 48 hours after payment for the order by credit card).

Delivery
Any delivery time estimates made by CHIPNONSTOP are made in good faith based on information then available but are not guaranteed and Buyer acknowledges and agrees that CHIPNONSTOP shall not be liable for any damages underlying general damages, special damages or consequential damages. damages due to any delay or change. All orders over $100.00 are subject to an insurance premium payable by Buyer unless Buyer provides CHIPNONSTOP with a valid insurance policy with Buyer's transit policy limit and designating CHIPNONSTOP as additional insured. All deliveries are made on F.O.B. terms. at the point of departure. In the absence of these instructions approved by CHIPNONSTOP, CHIPNONSTOP shall select the shipper. Title to the material shall pass to the Buyer upon delivery by CHIPNONSTOP to the shipper or carrier. The entire risk of loss passes to the Buyer upon delivery to the carrier or shipper. In such delivery by CHIPNONSTOP to the shipper, the Buyer assumes all risk. CHIPNONSTOP reserves the right to overdeliver and/or underdeliver no more than two percent (2%) of the stated quantity of the Product in an approved Purchase Order.

Product use
No products supplied by CHIPNONSTOP shall be used in the design, development, manufacture, use, maintenance or operation of, or otherwise incorporated into: Any weapon (weapons of mass destruction (nuclear, chemical or biological weapons or missiles) or conventional weapons); Goods or systems subject to US export embargoes or restrictions. Unless otherwise stated in writing, products sold by CHIPNONSTOP are not intended for, and will not be used in mission critical, life support systems, human implantation, nuclear installations or systems, or any other application where product failure could result in loss of life. or catastrophic property damage. If Buyer uses or resells Products for use in any such applications or fails to comply with manufacturer's product specifications, Buyer acknowledges that such use, resale or non-compliance is at Buyer's sole risk. Buyer releases CHIPNONSTOP from all third party claims against CHIPNONSTOP arising out of such personal injury, loss or damage and agrees to defend CHIPNONSTOP against any such claim and to pay all costs of defense, including reasonable attorneys' fees, incurred in connection therewith.

Warranty
CHIPNONSTOP makes no warranty as to the suitability of any Product for Buyer's particular or intended use, or that the Products sold will be compatible with Buyer's product circuitry or design. Buyer acknowledges and agrees that CHIPNONSTOP disclaims any and all implied warranties of merchantability. Buyer further acknowledges and agrees that there are no warranties beyond any express, limited warranties that may be set forth herein.

Any limited warranties apply only to the Purchaser as the original purchaser of the Product.

CHIPNONSTOP warrants that any Product sold by CHIPNONSTOP will be free from defects in form, fitness and function for a limited period of one hundred and eighty (180) days from the original invoice date (“Warranty Period”). The limited warranty does not apply to any Product that: (i) has been used in any limited application or system described above in the Use of the Product section, negligence, accident or modification; (iii) otherwise not subject to testing; (iv) was installed in an unsuitable environment for the installation of the Product; (v) has been used for purposes other than those for which it was designed; or (vi) has been damaged by heat, moisture, electrostatic discharge or similar causes.

Buyer's sole remedy for any breach of the limited warranty set forth herein is one of the following remedies, which CHIPNONSTOP shall choose in its sole discretion: (i) replacement of the non-conforming Product; or (ii) a refund of the purchase price paid for a non-conforming Product during the Warranty Period in accordance with CHIPNONSTOP's return policy.

Returns / Rejections
All Products shall be inspected by Buyer at the time of Buyer’s receipt and all non-conforming Products must be returned within fifteen (15) days of initial receipt. No Product shall be accepted for return without CHIPNONSTOP’s written authorization. Such returns must be shipped via “least cost” method and will not be accepted if COD.

Limitation of Liability
CHIPNONSTOP shall have no liability for special, general or consequential damages of any kind or from any cause whatsoever. CHIPNONSTOP’s liability shall be limited, in CHIPNONSTOP’s sole discretion, to one of the following: (i) the replacement of non-conforming Product; or (ii) the refund of the purchase price of the non-conforming Product, conditioned on CHIPNONSTOP’s receipt of the non-conforming Product within the Warranty Period, in accordance with CHIPNONSTOP’s return policy. In no event shall CHIPNONSTOP be liable for damages or expenses caused by the use of the non-conforming Product.

Terms of Payment
CHIPNONSTOP offers the following payment methods: Check, MasterCard, VISA, American Express, Discover, C.O.D. and prepaid by wire transfer, as well as Net Terms to qualified Buyers, as determined by CHIPNONSTOP, in writing. Payment must be made in U.S. dollars. CHIPNONSTOP reserves the right to require payment in advance of a requested C.O.D. payment request and shall have the right to otherwise modify credit terms. When partial shipments are made, payments for such partial shipments shall become due in accordance with designated terms upon issuance of CHIPNONSTOP’s invoices for such partial shipment. CHIPNONSTOP may, at any time, alter or suspend credit, refuse shipment, or cancel unfilled orders when, in its sole discretion, CHIPNONSTOP concludes that the financial condition of Buyer is such that there is an unacceptable risk of non-payment. Payments not made when due shall be subject to a service charge of 1.5% per month, “18% per annum,” to compensate for loss due to delay in receiving payment. Buyer agrees to pay all fees (i.e., collection fees, reasonable attorneys’ fees, court costs, or any other associated costs, etc.) incurred by CHIPNONSTOP as a result of Buyer’s failure to pay CHIPNONSTOP’s invoice within the terms set forth therein. Incotermsb
All international shipments are made through Ex-Works CHIPNONSTOP.

Applicable Law / Jurisdiction
These Terms and Conditions and related invoices are governed by the laws of the Province of Alicante, Spain. Buyer agrees that all litigation relating to disputes relating to the Invoice, including non-payment, these Terms and Conditions and Buyer's Purchase Order, shall be commenced in the court of Alicante, Spain, and agrees to the jurisdiction of such court to resolve any such dispute.

Assignment
Orders entered into CHIPNONSTOP’s books cannot be countermanded absent CHIPNONSTOP’s written consent and upon terms that indemnify CHIPNONSTOP against all loss and expense. Buyer shall not assign any warranty, guaranty or other rights, if any, set forth in these Terms and Conditions and the associated invoice, nor shall any subsequent buyer or user of the Products be entitled to any rights or benefits granted to Buyer as provided herein. Modification of Invoice Any modification of this Invoice or additional provisions beyond those stated in these Terms and Conditions and the associated invoice shall be binding only if evidenced in a writing signed by Buyer and CHIPNONSTOP.

Entire Agreement
This Invoice constitutes the entire agreement between the parties relating to the Terms and Conditions of sale of the Products identified in any approved Purchase Order. Any conflicting terms or provisions contained in any Purchase Order shall not be binding on CHIPNONSTOP. Any prior understanding or representation of any kind relating to the Terms and Conditions of sale preceding the date of this Invoice shall not be binding on CHIPNONSTOP, except to the extent expressly set forth in this Invoice.