This agreement sets forth the terms and conditions of sale between Buyer (you) and Seller/ (our/us/Abianca Electronics.) All quotations, sales, and orders are made only upon these terms and conditions. Our failure to object to any document, communication, or act of customer will not be deemed a waiver of any of these terms and conditions. No addition or change to these terms and conditions is valid unless agreed to in writing by Abianca Electronics.

QUOTATIONS

Quotations are only valid in writing and for 3 days from the date of the quotation unless otherwise stated in the quotation. All quotations by Abianca Electronics are subject to change or withdrawal without prior notice to Buyer unless otherwise specifically stated in the quotation.

PRICE

Prices are quoted in U.S. Dollars. Buyer agrees to pay any transportation charges unless otherwise stated by Seller. Prices do not include federal, state or local sales, use, excise or similar taxes or assessments or import duties applicable to the sale, purchase, transportation or use of goods sold. Any such tax or duties shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with an exemption certificate acceptable to the taxing authorities. In the event Abianca Electronics is required to pay any such tax or assessments, the Buyer shall reimburse Abianca Electronics upon demand. Abianca Electronics shall be under no obligation to contest the validity of any such tax or assessment or to prosecute any claims for refunds or returns.

SHIPMENTS

Method of transportation desired should be designated by the Buyer. When no such designation is made, Abianca Electronics will ship by the method deemed most suitable to each instance. All Products are shipped F.O.B. point of shipment. Risk of loss all transfer to the Buyer upon tender of goods to Buyer, Buyer’s representative or common carrier. Claims for Products damaged or lost in transit should be made by Buyer to the carrier, as Seller’s responsibility ceases upon tender of goods to Buyer, Buyer’s representative or common carrier.

PAYMENTS

Buyer shall pay for the goods in full, without offset or deduction, within the time frame and in the manner set forth on the Contract. Payment terms for credit-based accounts are Net 30 days from the date of each invoice issued. Other payment options are available (e.g. Cash in Advance, Credit Card, C.O.D.). Buyer agrees to pay a late payment charge at the rate of one and a half percent (1.5 %) per month, eighteen percent (18%) per annum, or the highest rate legally permissible, whichever is less, on each delinquent statement balance, commencing on the thirty-first (31st) day from invoice date.

All credit-based accounts are subject to stop shipment actions by Abianca Electronics should past due balances or balance in excess of credit limit situations arise. Abianca Electronics reserves the right at any time to alter or suspend credit, or to change credit terms provided herein, when in its sole opinion the financial condition of the Buyer so warrants. When payments are made by wire transfer, Buyer is responsible for any bank fees charged by intermediary banks and are subject to a wire fee.

WARRANTY

Seller warrants to the Buyer the Products will be sold free and clear of all liens and encumbrances and in conformance with the descriptions and specifications, if any. The foregoing warranty is expressly in lieu of all other warranties express, statutory or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Products are delivered to the Buyer “as is.” Seller has not designated or manufactured the Products, and is not responsible for any design or manufacturing defects. Final determination of the suitability of the Products for the use contemplated by Buyer is the sole responsibility of Buyer, and Seller shall in no way be responsible for the suitability of the Products for any particular end use.

Abianca Electronics warrants to the Buyer that for a period of one year after receipt of the material to Buyer, the Product will be free from defects in material and workmanship and will perform to form, fit and function in conformance with the manufacturer’s written specifications. Abianca Electronics shall have the right to either replace or repair any defective Products or to refund the purchase price upon return of the Products and all related paperwork. Abianca Electronics shall be given a reasonable opportunity to investigate all claims and no Products shall be returned to Abianca Electronics until after inspection and approval by Abianca Electronics and receipt by Buyer of a RMA Return Procedures form.

LIMITATION OF LIABILITY

Abianca Electronics shall not be liable, and Buyer waives all claims against Abianca Electronics, for incidental, special, punitive or consequential damages, lost profits or commercial losses, whether or not based upon Abianca Electronics negligence or breach of warranty or strict liability in tort or any other cause of action. Abianca Electronics will not be liable to Buyer for any loss, damage, or injury to persons or property resulting from the handling, storage, transportation, resale, or use of its Products in manufacturing processes, or in combination with other substances, or otherwise. In no event will Abianca Electronics’ liability under these terms and conditions or in connection with the sale of products by Abianca Electronics exceed the purchase price of the specific Products or Services as to which the claim is made.

EXPORT/IMPORT REQUIREMENTS

Export of Products is subject to U.A.E export regulations, including the International Traffic in Arms Regulations and the Export Administration Regulations. Licenses, permits, or other export authorizations may be required prior to the export of Products. Buyer accepts full responsibility for and agrees to comply fully with all applicable export and import laws and regulations including restrictions against sanctioned countries and denied or designated parties.

ACCEPTANCE

The Buyer shall inspect all goods immediately upon receipt and shall within fifteen (15) calendar days give written notice to Abianca Electronics of any claim that said goods do not conform with the terms of this agreement. If the Buyer shall fail to give such notice, the goods shall be deemed accepted, and to conform to the terms of this agreement.

RETURN POLICY

Buyer will have no right to return any Product without Abianca Electronics’ prior written authorization. Any authorized return must be made in accordance with Abianca Electronics’ return policies then in effect and must be accompanied by a RMA Return Procedures form. Material returned to Abianca Electronics must be in original packaging. If this is not possible, the Product must be clearly labeled with part number, lot number and be packaged in an appropriate manner to avoid damage during shipping.

EXCUSABLE DELAYS

Abianca Electronics shall not be held in default for failure to deliver or for delay in delivery arising out of causes beyond its control and without its fault or negligence, including, but not limited to acts of God or of the public enemy; acts of the Government in either its sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes; labor disputes; freight embargoes; and unusually severe weather.

OWNERSHIP OF INTELLECTUAL PROPERTY

All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or Intellectual Property disclosed or otherwise provided to Buyer by Abianca Electronics and all rights therein (collectively, “Intellectual Property”) will remain the property of Abianca Electronics and will be kept confidential by Buyer in accordance with these terms and conditions. Buyer shall have no claim to, nor ownership interest in, any Intellectual Property and such information, in whatever form. Buyer acknowledges that no license or rights of any sort are granted to Buyer hereunder in respect of any Intellectual Property, other than the limited right to use the Abianca Electronics’ proprietary Products purchased from Abianca Electronics.

INDEMNIFICATION

Buyer hereby releases and agrees to defend, indemnify and hold Abianca Electronics, its directors, officers, employees and agents harmless from and against any and all liabilities, claims, demands, suits, damages and losses (including, without limitation, all attorney’s fees, costs and expenses in connection therewith or incident thereto) for deaths of or injuries to any persons whomsoever (including without limitation Buyer’s employees) and for loss of, damage to, destruction of, or delay in the delivery of any Property whatsoever in any manner arising out of or in any way connected with the goods provided by Abianca Electronics hereunder regardless of the negligence, active or passive, of Abianca Electronics, its directors, officers, employees or agents.

Buyer will, at the request of Abianca Electronics, negotiate any claim or defend any action or suit brought against Abianca Electronics or in which Abianca Electronics is joined as a party defendant based upon any matters for which Buyer has released and indemnified Abianca Electronics hereunder.

SEVERABILITY

If any provision herein shall be held to be unlawful or unenforceable, the remaining provisions herein shall remain in full force and effect.

REMEDIES

The rights and remedies provided hereunder are cumulative and in addition to any other rights or remedies provided by law. No failure of Abianca Electronics to insist upon strict performance of these terms and conditions shall be a waiver of any right or remedy of Abianca Electronics. This agreement shall be governed and construed in accordance with the laws of UAE.

COMPLIANCE WITH STATUTES AND REGULATIONS

In the performance of this contract, Abianca Electronics will comply with all applicable statutes, rules, regulations and orders of the UAE and of any states or political subdivision thereof, including laws and regulations pertaining to labor, wages, hours and other conditions of employment, applicable price ceilings. The articles delivered hereunder shall be produced in accordance with the Fair Labor Standards Act and the provisions of Executive Orders and the rules and regulations of the President’s Committee on Equal Employment Opportunity. Abianca Electronics will not discriminate against any employee or applicant for employment for reason of race, age, creed, color, or national origin.

CHOICE OF LAW AND JURISDICTION

This sale shall be interpreted under and governed by the laws of UAE. In the event of any dispute or claim arising out of this sale, the parties hereby agree that any lawsuit or other legal action must be brought in either the State or Federal Courts of UAE within one (1) year after the date of invoice.

ATTORNEY’S FEES AND COSTS

If any legal action or any arbitration or other proceeding is brought for the interpretation or enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of the Agreement, the successful or prevailing Party or Parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding from the unsuccessful or non-prevailing party, in addition to any other relief to which it or they may be entitled.