INPHENIXTERMS AND CONDITIONS ACCEPTANCE
1.
2.

This quotation must be accepted by the Buyer in writing by
counter-signature of this quotation, only.
TAXES, DUTIES AND FEES EXCLUDED. This quotation does notinclude sales, use or similar state or local taxes, import fees orduties, all of which are to be paid by the Buyer in addition to theprice quoted herein.

3.

PAYMENT TERMS. 30 day net credit terms are available uponrequest but subject to review and acceptance or modification.

4.

NO MODIFICATION. This quotation is complete as written, and nochanges, amendment or modification shall be made to thisquotation without a separate written quotation from INPHENIX anda written acceptance by the Buyer.

5.

WARRANTY. INPHENIX warrants all goods manufactured by
INPHENIX and described in this quotation against any defect inmanufacture or workmanship for 360 days from the date ofdelivery of the goods to the original purchase thereof, only. The
exclusive remedy in the event of such a defect shall be for thebuyer to return those goods to INPHENIX during the warranty
period, and at its sole discretion INPHENIX may agree to either
repair or replace those goods at no cost to the Buyer, except asstated below.
SHIPPING COST, INSURANCE AND RISK. In order to havesuch goods repaired or replaced, INPHENIX must receive
those goods prior to the end of the warranty period. TheBuyer shall pay all costs relating to shipping the goods fromthe Buyer to INPHENIX and from INPHENIX to the Buyer,
including but not limited to the shipping fees, insurance, local
taxes and import/export duties where relevant, unlessotherwise stated in this quotation.
LIMITATION OF LIBABILITY; COVENANT NOT TO SUE.
Nothing in this quotation shall create any right, cause ofaction or claim of, for, or on behalf of the Buyer, its, heirs,
successors or assigns, or any third party under any theory,
whether in contract, tort, negligence, strict liability orotherwise, other than the rights expressly set forth andcreated herein; this Agreement does not modify or extend anyother express or implied warranties that may exist by andbetween INPHENIX and the Buyer, or any limitations of thosewarranties that may exist; this quotation does not give theBuyer any rights to claim any direct or indirect damages of
any nature, including but not limited to any incidental orconsequential damages that may arise out of the use of anyof the goods described in this quotation or any parts thereof,or any replacement parts provided by INPHENIX; as a part ofthe consideration for the goods, the Buyer agrees not to sue
INPHENIX in respect of this quotation or the goods describedherein (unless INPHENIX has breached one of the duties
expressly created hereunder), and the Buyer further agrees
to indemnify INPHENIX from any and all claims, costs, feesand expenses, including reasonable attorneys fees, that may
be required to be spent incident to any such claim by anyparty (unless INPHENIX has breached one of the duties
expressly created hereunder, and then limited only to thatclaim alone).
DISCLAIMER OF IMPLIED WARRANTIES; EXCLUSION OF
WARRANTIES. THE PARTIES AGREE THAT THE IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESSFOR A PARTICULAR PURPOSE AND ALL OTHERWARRANTIES, WHETHER EXPRESSED OR IMPLIED,EXCEPT AS EXPRESSLY CREATED HEREIN, ARE
EXCLUDED FROM THIS TRANSACTION AND SHALL NOTAPPLY TO THE GOODS, THE PARTS THEREOF, OR ANY
REPLACEMENT PART SOLD OR PROVIDED UNDER THE
TERMS OF THIS QUOTATION.
FURTHER CONDITIONS. Any use of the goods, or any part
thereof by the Buyer, or by any party or person acting with its
consent or on its behalf that constitutes intentional misuse orabuse of the goods shall void this warranty; any attempt toremove the warranty void sticker or any parts from the goods
that causes any damage to the part that has been removed,Version 3.0

or to the goods shall void this warranty; any illegal use of thegoods by the Buyer or by any party or person acting with its
consent or on its behalf shall void this warranty.
6.

NO ASSIGNMENT. This quotation may not be assigned, either inwhole or in part, by the Buyer without the express written consent
of INPHENIX, which consent INPHENIX may grant or deny at its
sole option and at its sole discretion.

7.

CHOICE OF LAW; JURISDITION AND VENUE. The parties heretoagree that this quotation shall be interpreted and construed
according to the laws of the State of California, and that the courtsof Alameda County, California shall have the sole, exclusive
jurisdiction and have venue to hear any complaints or disputes that
may arise in connection with this quotation, and the parties hereto
agree that such courts shall not be an inconvenient forum to hear
the disputes; the parties further agree that no other court, whether
state or federal, may hear any such complaint or dispute; further,
any and all claims or disputes arising under the terms of thisquotation, including but not limited to the warranty provisions
hereof, must be brought before the said court, if at all, within six (6)months of the end of the period of the warranty described herein.

8.

WARRANTY OF REPLACEMENT PARTS. Any replacement partprovided by INPHENIX will be warranted against any failure or
defect in workmanship for a period of 360 days from the date it isshipped to the Buyer, or to the end of the Period of Coverage,
whichever may be longer.

9.

SHIPPING; RISK OF LOSS. All goods to be sold hereunder shallbe shipped FOB INPHENIX’s dock and all risk of loss shall pass tothe Buyer at that point unless INPHENIX has quoted delivery, inwhich case risk of loss shall pass to the Buyer upon receipt.

10. CANCELLATION, RESCHEDULES AND QUANTITY CHANGES.
Buyer acknowledges that the after receipt of INPHENIX’s orderacknowledgement, the purchase order cannot be cancelled orchanged without the express written consent of INPHENIX. If
Buyer deems it necessary to reschedule, increase, decrease
and/or cancel product on an open purchase order(s), Buyer shallnotify INPHENIX in writing of requested changes. INPHENIX shallcommunicate to Buyer in writing within five (5) business days ofreceipt of such request either the acceptance or rejection of suchchanges. If INPHENIX accepts the changes, Buyer will revise theopen purchase order with the accepted terms and provide
INPHENIX with a written revised purchase order. If INPHENIX
rejects or modifies the requested changes, Buyer shall within five(5) business days of receipt of rejection or modification, to either
confirm the purchase order with INPHENIX’s proposed changes orwithdraw the purchase order change. With thirty (30) days priorwritten notice, Buyer shall be able to push out any release one
time to a maximum of thirty (30) days from the original committeddelivery date.
11. NONCONFORMING TERMS AND CONDITIONS. The parties
hereto agree that the terms and conditions set out in this quotation
are and shall be the exclusive controlling terms and conditions of
the sale of goods contemplated hereby; any terms and conditions
that might hereafter be proposed expressly or by implication by theBuyer in any form, including any terms or conditions contained in,or part of, any purchase order sent to INPHENIX shall be invalid
and of no force or effect to the extent that they are inconsistent
with the terms and conditions of this quotation.
12. CAPTIONS. The captions used in this quotation are forconvenience only and are not part of this document; further, they
may not be used as part of any interpretation or construction of thisquotation or any of its terms or conditions.
13. SEVERABILITY. In the event that any provision, term or conditionof this quotation shall be deemed to be invalid or unenforceable bya court of competent jurisdiction, each and every remaining
provision, term and condition shall be separate from that provisionand shall remain in full force and effect.

October 28, 2020