TERMS AND CONDITIONS ACCEPTANCE OF CONTRACT TERMS: The following are the terms and conditions (“Terms and Conditions”, “T&C’s") for the sale of products (“Products”) by Integra Electronics, Inc. (“Integra”) to Integra’s customers (“Customer”). These T&C's shall apply to the exclusion of all other terms referred to in any purchase order, acknowledgment, confirmation or any other documentation, unless agreed in writing and signed by an officer of Integra. Integra reserves the right to amend these T&C’s. By placing an order that was via phone, fax, email or other form of communication, you agree to each of the terms and conditions set forth herein.

ORDERS: Orders are initiated by Customer issuing purchase instructions to Integra. Such purchase instructions include but are not limited to: Issuing a Purchase Order, Placing a Online Order, speaking with a Integra representative and providing a verbal instructions. Orders must identify the product(s), quantities, part number(s), price, Unit or Measure and desired delivery date(s). Orders are subject to Integra’s acceptance. While unlikely, Integra reserves the right to reject any order(s) at Integra’s discretion.

PRICES: Prices are subject to change. Prices listed and quoted are for Products only and exclude any taxes or additional fees, including but not limited to: shipping, duties, banking, fuel surcharges and special handling, permits, certificates, customs declarations and registration (collectively, "Additional Fees"). The Customer is responsible for any and all Additional Fees.

ACCURACY OF INFORMATION (INCLUDING PRICES): Integra strives to provide current and accurate information, but Integra does not guarantee the accuracy of any information. The Information relating to Products is subject to change by our vendors to Integra and thus all information we provide to the Customer on-line or in quote form is subject to change without notice. Prices are subject to change at any time prior to the completion of your order. In the event Integra discovers an error in the description or availability of a Product that affects your outstanding order, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. All prices are in U.S. dollars.

TERMS OF PAYMENT: If Integra has not extended an open credit account to Customer and the Customer is in the United States or Canada, then payment terms are one of the following: Cash On Delivery (“COD”), Approved Credit Cards (“CC”), or Cash In Advance (“CIA”). Integra's minimum order amount is $25.00. Orders exceeding $1,000.00 must be paid and funds cleared prior to shipment or in the case of Special Order Products, prior to Integra acceptance of Order.

OPEN CREDIT: Open Credit is available to many Customer with net 30 days terms from date of invoice (“Net 30”). All payments must be made without set-off or deduction. Orders are subject to credit approval by Integra, which may in its sole discretion at any time change the terms of Customer’s credit. If Integra finds reason to believe the customers ability to make payments is impaired, Integra reserves the right to hold, modify or cancel any open order for a Customer and the Customer remains liable to pay Integra for all prior shipment. If Customer fails to make payment when due, without prejudice to any other right or remedy, (i) overdue sums will bear interest to date of payment at the annual rate of 15% or such lower rate as may be the maximum permitted by law; and (ii) Integra will be entitled to reimbursement for all reasonable costs of collection and attorneys’ fees.

CUSTOMERS OBLIGATIONS: You warrant, represent and agree: (1) to comply with all laws; (2) that our sale and shipment of any product ordered by you will not, by export thereof, your legal status or otherwise, cause us to violate any law; and (3) to indemnify us against any damages, losses and costs incurred from a failure by you to comply with any law or the Terms and Conditions or from any unlawful use by anyone of any product ordered by you. To the extent the indemnification provisions in the Terms and Conditions are inconsistent with the federal Anti-Deficiency Act, such provisions will be deemed to be inapplicable to any sale made by Integra to a government agency to which the Anti-Deficiency Act applies.

SALES OR USE TAX: Customers may owe to your state, Integra collects sales tax, where appropriate, from customers in California. Each State is governed by specific requirements for sales/use tax. Please reference the appropriate department in your State, if applicable.

NON-CANCELLABLE AND NON-RETURNABLE (“NC/NR”): Integra is pleased to stock many Products as a course of ongoing business. We offer many items for sales on behalf of our authorized vendors that are not widely consumed or in many cases unique to a single Customer. Products Orders that are unique or where product order quantity exceed Integra unallocated stock position are considered NC/NR.

STANDARD PRODUCT ORDERS: Conversely to the NC/NR Classification, your Order will be considered “STANDARD” if the product you are ordering is in stock at Integra and does not exceed Integra published Quantity available for sale. All other Product orders are to be considered NC/NR.

CANCELLATIONS AND CHANGE: Customer may, without charge, cancel an order provided that the order is for standard stocked Products and notice is provided prior before scheduled ship date less the greater of (i) product lead time + 14 days or (ii) 60 working days. Customer may only change or reschedule a desired ship date of an order if accepted by Integra at Integra's sole discretion. Orders may not be cancelled or rescheduled after delivery by Integra to the carrier. Customer may not cancel orders for "Non-Standard Products" or "Non-Standard Quantities". Non-Standard Products include, without limitation, Products which are special orders, products which do not appear in the catalog, products not customarily in stock, value-added products, products to be assembled from kit form, opened software, and products identified as otherwise non-cancellable and non-returnable (“NC/NR”).

LIMITED WARRANTY: Integra will pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Integra by the manufacturer. If required by law, Integra warrants that at the time of delivery, the Products shall have the specifications stated by the manufacturer in its published data sheet. To the extent permitted by law, Integra makes no other warranty, express or implied, such as warranty of merchantability, fitness for purpose or non-infringement. Customer's sole remedies for breach of Integra's warranty are, at Integra's choice: (i) repair or replacement of the Products at no cost to Customer; or (ii) refund Customer the purchase price of the Products.

LIMITATION OF LIABILITIES: CUSTOMER SHALL NOT BE ENTITLED TO, AND INTEGRA SHALL NOT BE LIABLE FOR, LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COSTS, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. CUSTOMER’S RECOVERY FROM INTEGRA FOR ANY CLAIM SHALL NOT EXCEED THE ACTUAL PROFIT GENERATED FOR THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.

USE OF PRODUCTS: Customer shall comply with the manufacturer's or supplier's Product specifications. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. If Customer uses or sells the Products for use in any such applications or fails to comply with the manufacturer's Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk.

PRODUCT RETURN: In most cases for "STANDARD PRODUCT” Integra will accept returns based on the following. Integra will issue a Return Material Authorization ("RMA") number. Customer must notify Integra in writing of any damage to the packaging or the Products, shortage, or other discrepancy within 3 business days after receipt of the shipment. Send an email or call 888-893-4447 and ask for customer service. Otherwise, Customer is deemed to have accepted the Products and may not revoke acceptance. Cosmetic RMA requests will be issued only for cosmetic defects created solely by Integra or the original component manufacturer, and only if Customer satisfies the notice requirement. RMAs will not be granted for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Product return pursuant to a warranty requires written notice from Customer to Integra within the warranty period detailing the Product defect. Customer must return the Products to Integra freight prepaid in original shipping cartons or equivalent. At Integra's discretion, Integra will return all Products not eligible for return to Customer, freight collect, or hold Product for Customer’s disposition.

CONNIVENCE RETURNS: We understand that mistakes happen and we will make commercially best efforts to allow Customer returns for non-defective materials to Integra. connivence returns are only eligible for “Standard Products”. Connivence Returns are at the sole discretion of Integra and carry a moderate fee of 20% of the original resale price. "Connivence Returns” are limited to a value no greater than 10% of the Customers prior Calendar years purchases from Integra.

FORCE MAJEURE: Integra 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, material shortages, labor disputes, transportation delays, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, unforeseen circumstances, Government prioritization, fire, floods, severe weather conditions, computer interruptions, conductivity interruptions, terrorism, riots, or war. Integra's time for delivery or performance will be extended by the period of such delay or Integra may, at its option, cancel any order or remaining part thereof without liability by giving notice to Customer.

RoHS COMPLIANCE AND LEAD-FREE POLICY (PROP 65): It is the policy of Integra Electronics, to identify and offer products to the Customer as RoHS Compliant or Lead Free (California Prop 65), only after Manufacturer has identified the product as RoHS Compliant, Lead Free or Prop 65. Integra performs no testing of product and relies solely on the manufacturer of the Product for identification of Compliance and all other compliance issues. Furthermore, Integra makes no warranty, certification or declaration of compliance concerning said Products. Product is advertised or offered as RoHS Complaint, Lead-Free or Prop 65 only after declaration is received from the manufacturer or the manufacturer's authorized channel. Any information collected will be filed and maintained for at least 12 months from the date of purchase. All statements by Integra regarding compliance are based on external information.

EXPORT CONTROLS: Products purchased are subject to export control laws, restrictions, regulations and orders of the United States. Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such United States or foreign law or regulation. Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the products or services hereunder. Customer shall be responsible for obtaining any required license to export, re-export or import.