This Hardware Sales Agreement ("Agreement") is made as of the Effective Date between Cirkadis ("Seller") and the purchaser identified on the signature page ("Buyer"). This Agreement governs the sale of the Hardware specified in the Purchase Order attached hereto.
1. Product & Price. Seller agrees to sell and Buyer agrees to buy the hardware described in Schedule A (the "Hardware") at the unit and total prices set forth therein. All prices are quoted EX Works (EXW) Seller's facility in Brea, California.
2. Condition. Each unit of Hardware is at minimum C4, F3 as defined under the R2v3 Responsible Recycling standard unless otherwise specified in Schedule A. The Hardware is sold AS IS with no warranty except as expressly stated herein.
3. Payment & Release. Title and risk of loss pass to Buyer upon receipt of full payment in cleared funds at Seller's designated account. Wire transfer confirmation alone does not constitute cleared payment. Seller will not release or ship Hardware until Buyer's payment has fully cleared Seller's accounting...
4. Export Controls. Buyer acknowledges that the Hardware may be subject to the U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and OFAC sanctions. Buyer assumes sole responsibility for all export compliance obligations, including obtaining any required End User Statement...
5. Returns. Returns require prior written authorization (RMA) from Seller. Special orders and items identified as "non-returnable" are not eligible for return. Approved returns are subject to a restocking fee of up to the full purchase price...
6. Limitation of Liability. Seller's aggregate liability under this Agreement shall not exceed the purchase price of the specific units of Hardware giving rise to the claim...