BINDING TERMS AND CONDITIONS OF SALE

The following are the terms and conditions of agreement (“Terms and Conditions”) for the sale of products (“Products”) by SETMI INDIA Electronics, Inc. (“Setmi India”) to Setmi India’s customers (“Customers”).

Agreements under these Terms and Condition of sale form the sole agreement with respect to the sale of products, and supersedes all proposals, negotiations, conversations, discussions, agreements and/or representations, whether oral or written, including any industry custom or past dealing between the parties relating to the sale of products.

1. ACCEPTANCE AND CANCELLATION OF ORDERS
   Website availability and pricing is an invitation to Customer to tender an offer. Responses to quotes, and other inquiries for pricing and availability are not construed as an offer by Setmi. Acceptance will be in writing, by either an Order Confirmation email or Electronic Data Interchange (‘EDI”) acknowledgement. Acceptance can also be though execution of Customer’s order by Setmiindia. When a Customer orders a product from the Setmi india s website, the preliminary written reply to the order issued on the Setmi india ’s website does not mean that the order has been accepted. The written reply is only used to let the Customer know that the order has been entered into the Setmi india ’s computer system. Orders accepted by setmi india  may be cancelled by Customer upon written consent of setmi india provided such order is not “NC/NR” or “Non-Cancelable/Non-Returnable”, “Non-Standard Products”, or governed by a Purchase Agreement Letter. Non-standard products are product setmi india has to order from a supplier specifically for the Customer. This also includes, products not normally in stock, or orders where value-added services have been incorporated into products. Non-standard products are non-cancelable and non-refundable. setmi india may identify Products as non-standard or “NC/NR” by various means including quotes, Products lists, attachments or exhibits. Customer may not change, cancel or reschedule Orders for Products without setmi india consent. If after acceptance by setmi india of the Customer’s order, the Customer cancels the order, setmi india may request the Customer pay setmi india reasonable cancellation or reliance charges. These charges are paid to setmi india by the Customer. Customer requests to reschedule are subject to acceptance by setmi india in its sole discretion. Orders shall not be canceled or rescheduled after the order has been submitted by setmi india to the shipment carrier. setmi india RESERVES THE RIGHT TO LIMIT OR CANCEL ANY ORDER, AND HAS SOLE DISCRETION, TO ALLOCATE SALES, LIMIT QUANTITIES OF SELECTED PRODUCTS, AND LIMIT SELECTED PRODUCTS TO ITS CUSTOMERS. setmi india RESERVES THE RIGHT TO REJECT ANY ORDER, OR ANY PART OF AN ORDER. PRODUCT SPECIFICATIONS AND AVAILABILITY ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE.

• 1a. Returns
  Returns are normally accepted when completed within 30 days of the ship date for the convenience of the Customer. If setmi india agrees to accept a return, return freight charges must be prepaid by Customer. setmi india will not accept COD shipments. Some products may require return directly to the manufacturer. All return items must be in the original packaging, unused, untested, un-programmed, and in resalable condition. Contact a Customer Service Representative for a Return Materials Authorization Number and addressing instructions prior to returning product. Any ESD, programmable semiconductors, or moisture sensitive product returned that has been opened will not be eligible for credit. These statements concerning Returns, do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (See the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these terms.)
• 1b. Counterfeit Product Prevention Clause
  Only products originally shipped from setmi india or from a supplier at setmi india direction (drop-ship) will be returned to setmi india. All others will be promptly quarantined and disposed of or returned to the Customer. By a Customer returning products to setmi india, the Customer certifies that the products were purchased from setmi india and there has been no substitution in whole or part of same product from another supplier, distributor or other such source of the product. The return should be in the original packaging (manufacturer or setmi india), in unused and untested condition (except defective). ESD, programmable semiconductors, or moisture sensitive products should not be opened.

2. PRICES
   setmi india makes every effort to provide current and accurate information relating to prices, but does not guarantee the currency or accuracy of any such information. Prices are subject to change at any time prior to setmi india’s completion of your order. In the event setmi india discovers an error in pricing, we will notify Customer of the corrected version, and Customer may choose to accept the corrected version, or cancel the order. setmi india is not responsible for pricing, typographical, or other errors in any communication with the Customer, and reserves the right to cancel any orders arising from such errors. Orders are billed at the prices and currency in effect at the time of shipment. Prices will be as specified by setmi india and will be applicable for the period specified in setmi india quote. Unless otherwise stated on the quote, quotes are invitations to tender and are subject to change at any time without notice. If no period is specified, quoted prices will be applicable for thirty (30) days. The website reflects the latest pricing information. Prices shown on the website are subject to change without notice. Prices are subject to increase in the event of an increase in setmi india costs or other circumstances beyond setmi india reasonable control, including but not limited to, manufacturers’ price increases, change in exchange rate, or quoting errors. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and broker’s fees, bank fees, consular fees, and document fees.
3. TERMS OF PAYMENT
   All payments must be made in the currency billed on the original invoice or credit card receipt. Credit cards accepted include major credit cards, purchase cards, and major bank debit cards including MasterCard, VISA, Diners Club, Discover, and American Express. Credit Card billing information must be verified on new Customers prior to shipment of order. Payment via net thirty (30) days is available to businesses, schools, and agencies with three references or as otherwise specified by setmi india Prepaid Wire Transfer/EFT/Proforma: Customers can wire the funds to our bank. After your order is placed we will email a Proforma invoice which includes our bank information, the merchandise total and shipping charges. We will reserve stock for your order for 72 hours on orders awaiting funds. Orders will be canceled after 20 business days if funds have not been received. Customer is responsible for duties and taxes.

• 3.1 TERMS OF PAYMENT
  For All Orders
  Customer agrees to pay the entire amount of each invoice from setmi india in accordance with the terms of each invoice, without offset or deduction. Orders are subject to credit approval by setmi india which may in its sole discretion at any time change the terms of Customer’s credit, require payment in cash, bank wire transfer/EFT or by official bank check, and/or require payment of any or all amounts due or to become due for Customer’s order before shipment of any or all of the Products. If setmi india reasonably believes that the Customer’s ability to make payments may be impaired, or if Customer fails to pay any invoice when due, setmi india may suspend delivery of any order, or any remaining balance, until such payment is made, or cancel any order, or any remaining balance. Customer will remain liable to pay for any Products already shipped, and all Non-Standard Products ordered by Customer. Customer agrees to submit such financial information as setmi india may reasonably require for determination of credit terms and/or continuation of credit terms. Checks are accepted subject to collection, and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by setmi india against any obligation owed by Customer to setmi india under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer’s liability for any additional amounts owed by Customer to setmi india. The acceptance by setmi india of such check will not constitute a waiver of setmi india right to pursue the collection of any remaining balance. Invoices not paid, when due, will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, setmi india may pursue any legal or equitable remedies, in which event setmi india will be entitled to reimbursement of costs for collection and reasonable attorneys’ fees. There is a $25 (USD) service charge on all returned checks.

4. SALES TAX
   When required by law Setmi india will collect Goods & Sales Tax, use, excise, and other taxes that apply to a Customer’s shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless Customer is tax exempt and Setmi india has a valid signed tax exemption certificate on file.

SETMI INDIA  LIMITED WARRANTY
setmi india agrees to transfer to Customer whatever transferable warranties setmi india receives from the manufacturer of Products sold to Customer. setmi india makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, setmi india MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, OR RESPECTING INFRINGEMENT. setmi india liability arising out of any sale of products to Customer is expressly limited to either (1) Refund of the purchase price paid by Customer for such Products (without interest), or (2) Repair and/or replacement of such Products, at setmi india election, with such remedies exclusive, and excluding all others. Customer must notify setmi india within 90 days from date of shipment of any defective product. This warranty excludes any and all other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Customer’s obligations and setmi india remedies with respect to defective or nonconforming products, are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered, or altered in any way.