TERMS AND CONDITIONS OF SALE

  1. Prices: All prices are quoted in U.S. Dollars and payment must be made in U.S. Dollars. Prices are exclusive of applicable taxes or duties, including export/import duties and any other expenses incurred or licenses or clearances required.

  2. Delivery Term: EXW – Ex Works (Syntiant’s delivery location) (Incoterms 2020).

  3. Payment Terms: Net 30 days from the date of delivery. Syntiant may assess a service charge of 1½% per month on any amounts that are not timely paid.

  4. Any Purchase Order (“PO”) submitted by Buyer is deemed to incorporate and shall be subject to these terms and conditions. Buyer may reschedule delivery of Syntiant hardware or software products (“Products”) once for a maximum of 30 days upon confirmation by Syntiant in writing (email shall suffice).

  5. No PO shall be binding upon Syntiant until the PO has been accepted in writing by a Syntiant Vice-President or above (electronic acceptance shall be sufficient).

  6. Intellectual Property incorporated in Syntiant Products remains the property of Syntiant or its licensors. Syntiant grants Buyer a non-transferrable, worldwide, non-exclusive limited license to use and distribute its Products “as is” in machine-readable form only. Buyer shall not, under any circumstances, reverse engineer, reverse compile, decrypt or disassemble the Products, in whole or in part, except to the extent expressly authorized by statutory law.

  7. The warranty period shall be twelve (12) months for hardware Products and ninety (90) days for software Products starting from the date of delivery. Syntiant disclaims all other warranties, express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose. Syntiant shall at its option (i) repair or replace the Products or (ii) credit Buyer’s account for any Products that fail to conform to this warranty.

  8. In no event will (i) Syntiant be liable for any special, collateral, indirect, punitive, incidental, consequential, or exemplary damages in connection with or arising out of the use of its Products, regardless of whether Syntiant has been advised of the possibility of such damages; and (ii) Syntiant’s aggregate liability from any use of its Products supplied to Buyer, including from any warranty, indemnity, or other obligation, exceed the total amount paid to Syntiant for the particular Products at issue during the prior twelve (12) months.

  9. Syntiant Products shall not be used or modified by Buyer in any manner for which they were not designed or intended. Syntiant Products are not designed or intended for use in aircraft, aircraft navigation or aircraft or air traffic control communications; in any weapons systems or nuclear facility; or in any applications or equipment intended to support or sustain life where personal injury or death may occur. Such use of Syntiant Products shall be at Buyer’s sole risk and Syntiant disclaims any liability for such use.

  10. Buyer shall at all times act ethically and in compliance with all applicable laws and regulations of the U.S. and any jurisdiction in which Buyer is established or conducts operations (“Laws”), in force from time to time regarding bribery, fraudulent acts, corrupt practices and/or money, import/export regulations, tax and/or customs and duties. Buyer shall not use, transfer, transmit, export, directly or indirectly, Syntiant Products, including documentation provided by Syntiant, except in compliance with such Laws.

  11. Any sale of Syntiant Products is governed by, interpreted in accordance with the laws of the State of California, without reference to conflict-of-laws principles.  Any conflicts or litigation shall be adjudicated in Orange County, California.