BINDING TERMS AND CONDITIONS OF SALE

The following are the terms   and conditions of agreement (“Terms and Conditions”) for the sale of products (“Products”) by LazerKart.com. (“LazerKart”) to LazerKart’s 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. 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 LazerKart. Acceptance will be in writing, by either an Order Confirmation e-mail or Electronic Data Interchange (‘EDI”) acknowledgement. Acceptance can also be through execution of Customer’s order by LazerKart. When a customer orders a product from the LazerKart’s website, the preliminary written reply to the order issued on the LazerKart’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 LazerKart’s computer system. Orders accepted by LazerKart may be cancelled by Customer upon written consent of LazerKart provided such order is not “NC/NR” or “Non-Cancellable/Non-Returnable”, “Non-Standard Products”, or governed by a Purchase Agreement Letter. Non-standard products are products LazerKart 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-cancellable and non-refundable. LazerKart 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 LazerKart’s consent. If after acceptance by LazerKart of the Customer’s order, the Customer cancels the order, LazerKart may request the Customer pay LazerKart reasonable cancellation or reliance charges. These charges are paid to LazerKart by the Customer. Customer requests to reschedule are subject to acceptance by LazerKart in its sole discretion. Orders shall not be cancelled or rescheduled after the order has been submitted by LazerKart to the shipment carrier. LAZERKART 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. LAZERKART RESERVES THE RIGHT TO REJECT ANY ORDER, OR ANY PART OF AN ORDER. PRODUCT SPECIFICATIONS AND AVAILABILITY ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE.

a. Returns.

Returns are normally accepted when completed within 15 days of the ship date for the convenience of the Customer. If LazerKart agrees to accept a return, return freight charges must be prepaid by Customer. LazerKart 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, and /or moisture sensitive products 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.)

b. Counterfeit Product Prevention Clause.

Only products originally shipped from LazerKart or from a supplier at LazerKart’s direction (drop-ship) will be returned to LazerKart. All others will be promptly quarantined and disposed of or returned to the Customer. By a customer returning products to LazerKart, the Customer certifies that the products were purchased from LazerKart 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 LazerKart), in unused and untested condition (except defective). ESD, programmable and /or moisture sensitive products should not be opened.

1. 2. PRICES

LazerKart 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 LazerKart’s completion of your order. In the event LazerKart 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. LazerKart 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 LazerKart and will be applicable for the period specified in LazerKart’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 fifteen (15) 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 LazerKart’s costs or other circumstances beyond LazerKart’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.

1. 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.

• • TERMS OF PAYMENT For All Orders

Customer agrees to pay the entire amount of each invoice from LazerKart in accordance with the terms of each invoice, without offset or deduction. Orders are subject to credit approval by LazerKart. If LazerKart reasonably believes that the Customer’s ability to make payments may be impaired, or if Customer fails to pay any invoice when due, LazerKart 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. 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, LazerKart may pursue any legal or equitable remedies, in which event LazerKart will be entitled to reimbursement of costs for collection and reasonable attorneys’ fees.

1. 4. SALES TAX

• • India Shipments

When required by law LazerKart will collect National, State and/or Local sale, GST, excise, and other 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 and LazerKart has a valid signed tax exemption certificate on file.

• • 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.

1. 5. DELIVERY AND TITLE

Domestic shipments by LazerKart are typically FCA point of shipment from LazerKart’s facility, and the amount of all transportation charges will be paid to LazerKart by the Customer in addition to the purchase price of the Products. Subject to LazerKart’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. LazerKart 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 LazerKart are estimates only, and that LazerKart will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by LazerKart unless specifically designated by Customer. LazerKart reserves the right to make deliveries in instalments. Delay in delivery of one instalment will not entitle Customer to cancel any other instalment(s). Delivery of any instalment 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 of the products.

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

1. 6. LAZER KART’S LIMITED WARRANTY

LazerKart agrees to transfer to Customer whatever transferable warranties LazerKart receives from the manufacturer of Products sold to Customer. LazerKart makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, LAZERKART MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, OR RESPECTING INFRINGEMENT. LazerKart’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 LazerKart’s election, with such remedies exclusive, and excluding all others. Customer must notify LazerKart within 30 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 LazerKart’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, welded or altered in any way.

1. 7. PRODUCT COUNTRY OF ORIGIN

LazerKart 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 Indian Customs Regulations. Our manufacturers do not provide LazerKart with the country of origin of each raw material or subcomponent that is incorporated into the Manufacturer’s final product.

1. 8. LIMITATION OF LIABILITIES

IN NO EVENT SHALL LAZER KART 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 LazerKart 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 LAZER KART HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY LAZER KART AND INCORPORATED INTO THE CUSTOMER’S PRODUCT.

1. 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. LazerKart 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. LazerKart 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. LazerKart does not participate in any product safety engineering, product safety review or product safety testing. LazerKart cannot provide any safety testing, safety evaluation or safety engineering services. Products sold by LazerKart 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 Central Drugs Standard Control Organization (CDSCO) and The Directorate General of Civil Aviation (DGCA) 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 LazerKart 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 LAZER KART 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.

1. 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. LazerKart shall have no responsibility or liability for the content, or use of such statements or advice. LazerKart’s Technical support is provided by telephone, if at all, 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.

1. 11. NON-CANCELLABLE/NON-RETURNABLE PRODUCTS

From time to time, LazerKart will notify Customer of a product that is “NC/NR”, (Non-Cancellable/Non-Returnable) upon determining that an order requires such conditions of sale. Customer understands that “NC/NR” products are obtained by LazerKart 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 LazerKart’s supplier and the written consent of LazerKart.com. Products labelled as moisture sensitive or Electro-Static Sensitive (ESD) are NC/NR if the packaging has been opened.

1. 12. INTELLECTUAL PROPERTY

If an order includes software or other intellectual property, such software or other intellectual property is provided by LazerKart 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.

1. 13. FORCE MAJEURE

LazerKart 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, labour 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. LazerKart’s time for delivery or performance will be extended by the period of such delay or LazerKart may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.

1. 14. EXPORT CONTROL POLICY

LazerKart is committed to compliance with all Indian and selected foreign export, import, customs and economic sanctions laws, regulations, rules and orders (collectively, “Trade Control Laws”) to which products purchased from LazerKart apply.

LazerKart will not sell or ship to embargoed countries or individuals and entities who are restricted by the relevant Departments of the Government of India.

In light of the numerous sanctions imposed upon Russia and Belarus by governments and organizations around the world, LazerKart will not ship any Products to Russia, the Donetsk and Luhansk regions of Ukraine, and Belarus.

• • 1. Resale/Transfer/Re-Export of Products

Customers understand and acknowledge that all Products purchased from LazerKart 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 LazerKart shall /may not be brokered, trans shipped, 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 re- exporting, 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.

• • 2. Export Classification Disclaimer

Any use made of LazerKart classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to LazerKart 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 LazerKart is for LazerKart’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.

1. 15. GENERAL

The Terms and Conditions may not be modified or cancelled without LazerKart’s written agreement. Accordingly, goods furnished and services rendered by LazerKart 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. LazerKart’s performance of any contract is expressly made conditional on Customer’s agreement to LazerKart’s Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by LazerKart. 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 LazerKart. 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. The Terms and Conditions will be governed by and construed in accordance with the laws of the State of Maharashtra, and the applicable laws of the Republic of India and the courts of Thane, Maharashtra shall have sole, exclusive jurisdiction and have venue to hear any complaints that may arise out of this policy. 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 local, may hear any such complaint or dispute; further, any and all claims or disputes arising under the terms of this policy, including but not limited to the warranty provisions hereof, must be brought before the said court, if at all, within three (3) months of the end of the period of the warranty described herein.