The following are the terms and conditions of agreement ("Terms and Conditions") for the sale of products ("Products") by Mlccbase Electronics Technology Co., Ltd. ("Mlccbase") to Mlccbase’ 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 Mlccbase. Acceptance will be in writing, by either an Order Confirmation e-mail or Electronic Data Interchange (‘EDI”) acknowledgement. Acceptance can also be though execution of Customer's order by Mlccbase. When a Customer orders a product from the Mlccbase’s website, the preliminary written reply to the order issued on the Mlccbase’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 Mlccbase’s computer system. Orders accepted by Mlccbase may be cancelled by Customer upon written consent of Mlccbase 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 Mlccbase 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. Mlccbase 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 Mlccbase's consent. If after acceptance by Mlccbase of the Customer’s order, the Customer cancels the order, Mlccbase may request the Customer pay Mlccbase reasonable cancellation or reliance charges. These charges are paid to Mlccbase by the Customer. Customer requests to reschedule are subject to acceptance by Mlccbase in its sole discretion. Orders shall not be canceled or rescheduled after the order has been submitted by Mlccbase to the shipment carrier. MLCCBASE 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. MLCCBASE 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 Mlccbase agrees to accept a return, return freight charges must be prepaid by Customer. Mlccbase 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 Mlccbase will be returned to Mlccbase. All others will be promptly quarantined and disposed of or returned to the Customer. By a Customer returning products to Mlccbase, the Customer certifies that the products were purchased from Mlccbase 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 Mlccbase), in unused and untested condition (except defective). ESD, programmable semiconductors, or moisture sensitive products should not be opened.

2. PRICES

Mlccbase 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 Mlccbase's completion of your order. In the event Mlccbase 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. Mlccbase 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 Mlccbase and will be applicable for the period specified in Mlccbase's 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 Mlccbase's costs or other circumstances beyond Mlccbase's 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 Mlccbase. The credit offered by Mlccbase for a customer at one time should not exceeds 2000 USD, the extra amount must be paid in advance. Prepaid Wire Transfer/EFT/Proforma: Customers can wire the funds to our bank. After your order is placed we will e-mail 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 Mlccbase in accordance with the terms of each invoice, without offset or deduction. Orders are subject to credit approval by Mlccbase, 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 Mlccbase reasonably believes that the Customer's ability to make payments may be impaired, or if Customer fails to pay any invoice when due, Mlccbase 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 Mlccbase may reasonably require for determination of credit terms and/or continuation of credit terms. 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, Mlccbase may pursue any legal or equitable remedies, in which event Mlccbase 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

Domestic Shipments

When required by law Mlccbase will collect 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.

International Shipments

All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.

5. DELIVERY AND TITLE

Domestic shipments by Mlccbase are typically FCA point of shipment from Mlccbase's facility, and the amount of all transportation charges will be paid to Mlccbase by the Customer in addition to the purchase price of the Products. Subject to Mlccbase's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Mlccbase will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by Mlccbase are estimates only, and that Mlccbase will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Mlccbase unless specifically designated by Customer. Mlccbase reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.

International shipments follow the Incoterms published by the International Chamber of Commerce. An Incoterm for a Customer order is selected by Mlccbase based on Customer address, destination, and/or currency. Title transfer will be in accordance with the Incoterm selected for the shipment by Mlccbase. By default, if incoterm is not specified, the incoterm will be FCA point of shipment from Mlccbase's facility.

6. MLCCBASE'S LIMITED WARRANTY

Mlccbase agrees to transfer to Customer whatever transferable warranties Mlccbase receives from the manufacturer of Products sold to Customer. Mlccbase makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, Mlccbase MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, OR RESPECTING INFRINGEMENT. Mlccbase's 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 Mlccbase's election, with such remedies exclusive, and excluding all others. Customer must notify Mlccbase 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 Mlccbase's 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.

7. MLCCBASE CORPORATE RoHS COMPLIANCE AND LEAD-FREE POLICY

It is the policy of Mlccbase Electronics to identify and offer products to the Customer as RoHS Compliant or Lead Free, only after specific requirements have been met. Mlccbase performs no testing of product and relies solely on the manufacturer of the product for identification of RoHS Compliance and for absence of lead. Furthermore, Mlccbase makes no warranty, certification or declaration of compliance concerning said Products. Product is advertised or offered as RoHS Complaint or Lead-Free only after sufficient evidence is received from the component manufacturer; and any inventory, either in a bin or on order, has been determined to be RoHS compliant and/or Lead Free. Any relevant evidence will be filed and maintained for at least four years from the date of receipt. Mlccbase defines the term "RoHS" as supplier declared compliance to all restricted hazardous substance regulations under the ELV, WEEE or RoHS EU directives, regulations or laws. Mlccbase defines the term "Lead Free" as pertaining to any product that has been declared by a Supplier to be "Lead Free". All statements by Mlccbase of RoHS compliance are based on producer documentation.

7a. PRODUCT COUNTRY OF ORIGIN

Mlccbase Electronics maintains Country of Origin information on all products in its inventory. This information is provided to Customers on product labels and product shipping documents. This information is based on manufacturer-provided information according to US Treasury, US Customs Regulations. Our manufacturers do not provide Mlccbase with the country of origin of each raw material or subcomponent that is incorporated into the Manufacturer's final product.

8. LIMITATION OF LIABILITIES

IN NO EVENT SHALL MLCCBASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer's recovery from Mlccbase for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD MLCCBASE HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY MLCCBASE AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.

9. PRODUCT SAFETY NOTICE AND RESTRICTIONS

Products are intended for commercial use only. Products are traceable to the OEM manufacturer and Lot/Date Code where available and when requested at the time of Customer order. Mlccbase does not determine the specifications or conduct any performance or safety testing of any products that it sells. Specification sheets provided to Customers are produced by the manufacturer or transcribed from information provided by the manufacturer. Mlccbase is not a supplier of Qualified Product Listing (QPL) components. Customer agrees that all purchases are for commercial or other applications that do not require QPL components. Any reference to military specifications on our website is for reference only and does not modify these terms and conditions. Mlccbase does not participate in any product safety engineering, product safety review or product safety testing. Mlccbase cannot provide any safety testing, safety evaluation or safety engineering services. Products sold by Mlccbase are not designed, intended or authorized for use in life support, life sustaining, human implantable, nuclear facilities, flight control systems, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. This includes, but is not limited to, Class III medical devices as defined by the US Food and Drug Administration (FDA) and Federal Aviation Administration (FAA) or other airworthiness applications. If Customer uses or sells the Products for use in any such applications: (1) Customer acknowledges that such use or sale is at Customer's sole risk; (2) Customer agrees that Mlccbase 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) CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD MLCCBASE 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.

10. STATEMENTS AND ADVICE

If statements, opinions, or advice, technical or otherwise, are offered, or given to a Customer, such statements, opinions, or advice will be deemed to be given as an accommodation to Customer and without charge. Mlccbase shall have no responsibility or liability for the content, or use of such statements or advice. Mlccbase Technical support is provided by telephone and, therefore, extremely limited in scope which prevents us from the direct participation in the design of any Customer products. We do not conduct product suitability studies or engineering reviews of products that we sell, nor for the final product that a Customer produces.

11. NON-CANCELABLE/NON-RETURNABLE PRODUCTS

From time to time, Mlccbase will notify Customer of a product that is "NC/NR", (Non-Cancelable/Non-Returnable) upon determining that an order requires such conditions of sale. Customer understands that "NC/NR" products are obtained by Mlccbase from the manufacturer specifically for the Customer. Irrespective of circumstances, the Customer agrees that "NC/NR" products may not be cancelled, returned or rescheduled by the Customer without the agreement of both Mlccbase's supplier and the written consent of Mlccbase Electronics. Any QML product purchased from Mlccbase is Non-Cancelable/Non-Returnable. Products labeled as moisture sensitive or Electro-Static Sensitive (ESD) are NC/NR if the packaging has been opened. All products purchased by Customers classified by Mlccbase as Electronic Component Distributors or Brokers shall be deemed Non-Cancellable/Non-Returnable.

12. INTELLECTUAL PROPERTY

If an order includes software or other intellectual property, such software or other intellectual property is provided by Mlccbase to Customer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Unopened software may be returned for credit. Opened software may not be returned unless defective.

13. FORCE MAJEURE

Mlccbase will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Mlccbase's time for delivery or performance will be extended by the period of such delay or Mlccbase may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.

14. EXPORT CONTROL POLICY

Mlccbase is committed to compliance with all international export, import, customs and economic sanctions laws, regulations, rules and orders (collectively, "Trade Control Laws") to which products purchased from Mlccbase apply.

14.1 Resale/Transfer/Re-Export of Products

Customer understands and acknowledges that all Products purchased from Mlccbase are subject to Trade Control Laws and shall only be resold, transferred, re-exported, or dispositioned in in any other way, in strict compliance with these laws.

Customer acknowledges Products purchased from Mlccbase shall may not be brokered transshipped, resold, transferred, re-exported, or dispositioned in in any other way to any company, entity, or person identified by BIS: BIS Parties of Concern and to countries, individuals or organizations identified by OFAC: Specially-Designated-Nationals-and-Blocked-Persons-list; and, Sanctions-programs-and-country-information including sanctions imposed on Iran, North Korea, Cuba, Syria, Venezuela, Sudan, Russia, the Crimea, Donetsk and Luhansk regions of Ukraine, and Belarus, among others.

Customer acknowledges that, before exporting or reexporting, any Product, the Customer is responsible for determining if the Product is controlled, prohibited or restricted for export or import and to obtain any license to export, re-export, or import as may be required by Trade Control Laws.

14.2 Export Classification Disclaimer

Any use made of Mlccbase classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to Mlccbase and at the user’s risk. Export classifications are subject to change. If you export or re-export, your company, as the exporter of record, is responsible for determining the correct classification of any item at the time of export. Any export classification by Mlccbase is for Mlccbase’s use only and shall not be construed as a representation, or warranty regarding the proper export classification nor relied upon to make licensing determinations.

15. GENERAL

The Terms and Conditions may not be modified or cancelled without Mlccbase's written agreement. Accordingly, goods furnished and services rendered by Mlccbase are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by these Terms and Conditions, notwithstanding contrary or additional terms and conditions in any purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer's order, the information and conditions on the Credit Application are controlling over Customer and Mlccbase. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents ("Customer Documents"), whether heretofore or hereafter submitted, are negated by submission of the Credit Application and the issuance of credit by Mlccbase, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by Mlccbase. Mlccbase's performance of any contract is expressly made conditional on Customer's agreement to Mlccbase's Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by Mlccbase. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer's convenience only and shall not be deemed or construed to be acceptance of Customer's terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Mlccbase. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction.