Except as otherwise specified on this page, this agreement represents the full understanding between Customer and VAY. Only these terms and conditions and those listed on the front of this document are used for all quotes and sales. This document alone will be considered an offer or counteroffer, and any further terms or conditions are hereby rejected, not any purchase order or other customer document (which, if interpreted as an offer, is hereby refused).

In spite of any terms contained in any earlier or later communications from the customer, and regardless of whether VAY will specifically or expressly object to any of the customer terms, the customer will be deemed to have agreed to these terms and conditions by accepting any products, making any payments, or ordering any products after having previously received these terms and conditions. VAY will not be regarded to have waived any of these terms and conditions by failing to protest any paper, message, or action from the client. Before being enforceable against VAY or its agents, any addition or modification to these terms and conditions must first get the express written consent of a VAY official who has the necessary authority to do so.

Terms Of Payment Payment is required at the time of sale or, for creditworthy clients, NET 30 days after the invoice date. Prices are FOB the facilities of VAY. Taxes, customs, levies, and other comparable fees are not included in the prices. These expenses are the buyer's responsibility and will be paid individually. Prices are subject to prompt payment, and any past-due debt will be charged interest at the maximum rate permitted by law, which is 1.5 percent per month. Freight prices may not accurately represent real transportation costs and may be interpreted in accordance with conventional carrier pricing.

Accounts receivable may be transferred to an associate of VAY. Any credit balance or other amount owing to the customer that is unclaimed by the customer for a period of eighteen months shall become the property of VAY in order to cover the expense of customer account maintenance.

Acceptance Of Product Unless the customer notifies VAY in writing of any shortages, damage, or defects with the goods within five business days after delivery, the product is presumed accepted by the customer. Without a Return Authorization Form provided by VAY, no returns may be made for any reason. VAY will hold any items that the customer refuses to accept a tender for or delivery of or returns without authorization for seven business days, at which point VAY may decide to consider the products abandoned and dispose of them without providing a credit to the customer's account.

Performance Any product that is in low supply may be distributed among customers or potential customers, or its shipping may be postponed or delayed at VAY's sole discretion. VAY may choose the carrier for the customer or for the customer's agent (including, without limitation, any test house or value-added service provider), whichever occurs first, in the absence of a prior shipping arrangement. If items are kept by VAY at the client's request while waiting for instructions or a rescheduled delivery, the customer is responsible for paying storage fees. VAY disclaims all responsibility for any errors or delays in the execution of its obligations, the delivery or shipment of its products, or for any losses incurred by the client as a result of such errors or delays. This includes performance setbacks or losses brought on by or resulting from any pandemic, fire, accident, riot, earthquake, severe weather, war, customs clearance/hold, legal issue, governmental interference or embargo, strike, shortage of labour, fuel, power, materials or supplies, or delay in delivery by VAY's suppliers. Any order whose shipping is or may be delayed for more than 15 days due to such a cause may be cancelled by VAY without responsibility.

Limited Warranty VAY warrants all products for a period not to exceed one year from purchase. VAY will flow down any applicable manufacturer’s warranties to the extent permissible by law and/or the manufacturer. Customer’s exclusive remedy, if any, under these warranties is limited, at VAY.’s election, to anyone or (a) refund of customer’s purchase, (b) repair by VAY, or (c) replacement of any such product. The customer acknowledges that except as specifically set forth or referenced in this paragraph, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES OR OTHER DESCRIPTIVE LITERATURE) BY VAY OR ANY OTHER PERSON EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. VAY ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR THE MANUFACTURER’S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO VAY BY OR ON BEHALF OF THE CUSTOMER. Use of the customer’s part number on this document or on any products is for convenience only and does not constitute any representation by VAY with respect to the performance, specifications, or fitness of any part for any purpose.

Suitability Of Material The customer understands that it is solely responsible for deciding whether the product it is purchasing is appropriate for its own needs. With the exception of the limited warranty coverage mentioned above, NEITHER VAY NOR ITS SUPPLIERS WILL HAVE ANY LIABILITY OR OBLIGATION TO CUSTOMER OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY THE INADEQUACY OF ANY PRODUCTS FOR ANY PURPOSE, BY ANY DEFICIENCY. The customer agrees that VAY's goods are not meant for and won't be utilized in human implantation, nuclear facilities or systems, life support systems, or any other application where a product failure might result in fatalities or significant property damage. The customer agrees to defend and keep VAY blameless from any loss, expense, or damage brought on by the customer's violation of the terms of this clause.

Cancellations Without VAY's previous written consent, no order may be changed, postponed, or reconfigured. If this occurs, the client is responsible for paying VAY's additional costs and expenditures. Suppose a customer changes their order configuration or schedule. VAY reserves the right to modify the price. The customer may cancel the undelivered portion of any affected order by sending a writing notification to VAY prior to the shipment of that order and within ten days of its receipt of notice of the price increase. Prices are also subject to vary in reaction to supplier price hikes.

Collections & Non-Payment All fees and expenditures paid by VAY in obtaining any amounts due by the client are the responsibility of the customer (which may include, but are not limited to, collection agency and reasonable attorney fees). The customer shall be liable for any expenses incurred by VAY in enforcing any judgment resulting from Customer's violation, and this section shall survive the entry of any such decision. Any money due by the customer to VAY or any VAY affiliate may be offset by VAY.

Government End Use If a client's order is placed in accordance with a contract with the US government, VAY commits to abide by any contract terms and laws that are legally required to be followed and that the customer has given VAY knowledge of at the time the order was placed. The United States Government Cost Accounting Standards shall in no case apply. Except as clearly stated in this sentence, no clause of a customer contract with the government shall be enforceable against VAY unless it receives the proper notification and expressly consents in writing.

Import/Export Restrictions Customers accept that they will abide by any limitations on import, export, or resale that may apply to the products. Any information on the place of origin of a product or compliance with applicable laws (for example, whether a product is lead-free or RoHS-compliant) is that which has been supplied to VAY by its suppliers, component paperwork that goes with it, and/or manufacturer literature. As a result, VAY disclaims all responsibility for any errors in this material and makes no warranty as to its correctness. VAY offers this information in good faith for the customer's reference, but the customer is responsible for independently verifying the material and using it at its own risk.

Intellectual Property If the client offers VAY any intellectual property, the customer guarantees that it does so with all essential legal authorization. In the event that any of the conditions outlined in this and the preceding sections are violated or purportedly violated, the Customer will defend VAY and hold it blameless.

Jurisdiction The laws of the State of Wyoming apply to every transaction. Any right to a jury trial is waived by the parties.