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These Terms of Sale apply to quotations, orders and sales of electronic components and related sourcing services by FLY (HK) ELECTRONICS LIMITED (富世創電子有限公司), trading as Chip-seek. They are intended primarily for business-to-business transactions.

1. Scope and Order of Precedence

These Terms of Sale apply unless Chip-seek agrees otherwise in writing. Terms stated in a Chip-seek quotation, pro forma invoice, order confirmation or separately signed agreement take priority for the relevant order. Any additional or conflicting terms in a buyer’s purchase order or other document are rejected unless expressly accepted by Chip-seek in writing.

2. Independent Distributor and Reseller

Chip-seek is an independent distributor and reseller. We purchase or source electronic components made by multiple third-party manufacturers and resell them to business customers. Unless expressly stated in a written quotation or order confirmation, Chip-seek is not an authorised or franchised distributor of the manufacturer and is not affiliated with, sponsored by or endorsed by the manufacturer or trademark owner.

Supply channels vary by product and order. Any agreed requirements concerning source, provenance, traceability, condition, packaging, date code, inspection, testing or documentation must be stated in the written quotation or order confirmation.

3. Quotations, Availability and Order Acceptance

Catalogue listings, website prices, search results, stock indicators and informal communications are invitations to request a quotation and are not binding offers. Supply is subject to prior sale and confirmation of current warehouse allocation or the applicable sourcing channel. Because electronic-component availability and market pricing can change within hours, there is no standard quotation validity period. A quotation may be revised or withdrawn at any time before written order acceptance, and the latest written quotation or revision supersedes all earlier versions.

Your purchase order is an offer to buy. No contract is formed until Chip-seek issues a written order confirmation, ships the products or otherwise expressly accepts the order in writing. We may accept or reject an order, limit quantities, allocate supply or request additional verification.

4. Product Identification and Buyer Verification

The manufacturer part number and the specifications expressly stated in the order confirmation identify the products sold. Product data, lifecycle status, images, compliance statements and documents may originate from manufacturers or suppliers and can change without notice. Minor differences in labelling, packaging or manufacturer presentation do not constitute nonconformity unless a specific requirement was agreed in writing.

The buyer must review all relevant datasheets, drawings, revisions, package details, temperature grades, qualification standards and application requirements before ordering. Suggested alternatives, cross-references and technical comments are procurement support only and are not engineering approval or a guarantee of interchangeability.

5. Pricing, Currency and Taxes

Prices, currency, quantity and minimum order quantity are stated in the latest quotation or order confirmation. Prices are not duty or tax paid. Unless stated otherwise in writing, prices exclude freight, insurance, customs clearance, brokerage, import duties, sales tax, value-added tax, goods and services tax, withholding tax and similar origin or destination charges. The buyer is responsible for these amounts and for acting as importer of record where required, except where applicable law requires Chip-seek to collect or remit them.

Before accepting an order, we may correct clerical errors or revise a quotation if supplier pricing, foreign exchange, tariffs, duties, freight or availability changes. After acceptance, changes require written agreement or a right expressly stated in the order documents or applicable law.

6. Payment

Payment method, deposit, due date and any approved credit terms are those stated in the quotation, invoice or order confirmation. Credit terms are subject to approval and may be withdrawn or revised for future orders. The buyer must pay undisputed amounts when due and is responsible for reasonable collection costs permitted by law.

7. Delivery, Risk and Title

Shipping method, delivery destination and the applicable trade term will be stated in the quotation or order confirmation. Unless that document states otherwise, a shipment by sea or inland waterway is supplied FOB the named port of shipment stated in that document, Incoterms® 2020. For air, courier or multimodal shipments, the applicable delivery and risk allocation will be stated in the quotation or order confirmation. Delivery dates and lead times are estimates unless expressly confirmed as binding. We may make partial shipments where commercially reasonable and invoice them separately.

Risk of loss is determined by the shipping or trade term stated in the order confirmation. Under FOB, risk transfers when the products are loaded on board the vessel at the named port of shipment. Transfer of title is determined by the order confirmation and applicable law and is not necessarily the same as transfer of risk. Delay caused by carriers, customs, suppliers, shortages or other events outside our reasonable control does not by itself entitle the buyer to cancel or claim consequential loss.

8. Inspection, Traceability and Documentation

Chip-seek will provide only the inspection scope, traceability, certificates, test reports, photographs, packaging information, date-code information or compliance documentation expressly stated in the quotation or order confirmation. Availability of manufacturer or supplier documentation is not guaranteed unless confirmed in writing.

Where third-party testing or special inspection is requested, its scope, standard, laboratory, cost, sample plan and acceptance criteria must be agreed before order acceptance. Inspection or documentation does not transfer responsibility for application qualification or incoming quality control from the buyer.

9. Final Orders and NCNR Status

Once Chip-seek accepts an order in writing, the order is final and may not be changed, cancelled or rescheduled. All accepted orders are non-cancellable and non-returnable (“NCNR”), including orders for warehouse-held stock, specially sourced products, EOL or obsolete parts, last-time buys, supplier-committed purchases, custom packaging, programmed parts and special testing.

NCNR status does not exclude a valid claim that delivered products materially fail to conform to the manufacturer part number, condition or other specifications expressly confirmed in writing for the order, and it does not limit any right that cannot lawfully be excluded. Any authorised remedy remains subject to Section 10, Section 11 and the applicable written order documents.

10. Receipt, Claims and Returns

The buyer must inspect shipments promptly after delivery. Any claim for visible condition or appearance, quantity shortage or overage, shipping damage, incorrect product or part number, or other apparent discrepancy must be submitted to Chip-seek in writing within fourteen (14) calendar days after delivery and before the products are installed, altered, programmed, used or resold. The claim must identify the order, affected part number and quantity and include reasonably available photographs of the products, labels and packaging. Failure to report an apparent discrepancy within this period constitutes acceptance as to that apparent discrepancy, subject to rights that cannot lawfully be excluded.

Returns for change of mind, convenience, over-ordering or any other reason unrelated to a valid nonconformity claim are not accepted. No return is permitted without a return merchandise authorisation (“RMA”) issued by Chip-seek. Returned products must remain in the condition received, with original labels, packaging and ESD protection. Products damaged by handling, storage, programming, installation, misuse or unauthorised return are not eligible for credit. Approved returns, credits, replacements or refunds are subject to validation of the claim, inspection of the returned products and the agreed remedy.

A claim alleging a product quality, authenticity or functional defect must be supported by a written report from an independent third-party testing laboratory or inspection institution acceptable to both parties. The report must identify the order and affected part number and, where applicable, the lot or date code, samples tested, test method or standard, test results and evidence of the alleged failure. The laboratory, scope, sample plan, acceptance criteria and responsibility for testing costs must be agreed in writing before destructive testing. Chip-seek may request reasonable additional evidence or verification. This third-party report requirement does not apply to an obvious quantity discrepancy or incorrect part number that can be verified from shipment records, labels and photographs.

11. Limited Warranty

Chip-seek is not the manufacturer. Where a manufacturer or upstream supplier warranty is transferable, Chip-seek will pass through that warranty to the extent available and expressly stated in the order documents. Otherwise, Chip-seek warrants only that, at delivery, the products will materially conform to the manufacturer part number, condition and other specifications expressly confirmed in writing for the order.

To the maximum extent permitted by law, all other warranties, whether express, implied or statutory, are excluded, including warranties of merchantability, fitness for a particular purpose and non-infringement. The exclusive remedy for a valid product claim is, at Chip-seek’s option and subject to availability, repair, replacement, credit or refund of the price paid for the affected products.

12. High-Risk and Safety-Critical Applications

Unless expressly approved by the manufacturer and agreed by Chip-seek in writing, products are not sold for use where failure could reasonably cause death, personal injury, catastrophic property damage or critical infrastructure failure, including life-support, medical implantation, nuclear, aircraft flight-control, weapons or similar safety-critical systems. The buyer is solely responsible for application qualification, redundancy, validation and regulatory approval.

13. Export, Import and Compliance

The buyer must comply with applicable export controls, sanctions, import rules, anti-bribery laws and product-use restrictions. The buyer must provide accurate end-user, end-use and destination information when requested and must not divert products to prohibited persons, destinations or uses. We may suspend or cancel performance where compliance review is incomplete or a transaction may violate law.

14. Intellectual Property and Software

Sale of a product does not transfer any intellectual property right except the right to use or resell the physical product as lawfully permitted. Firmware, software and technical documentation remain subject to the manufacturer’s or licensor’s terms.

15. Limitation of Liability

To the maximum extent permitted by law, Chip-seek will not be liable for indirect, incidental, special, punitive or consequential damages, including loss of production, profit, revenue, data, contracts, use or business opportunity, even if the possibility was known. Chip-seek’s aggregate liability arising from an order will not exceed the amount paid for the specific products or services giving rise to the claim.

These limits do not apply where liability cannot lawfully be limited or excluded.

16. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil disturbance, government action, sanctions, cyberattack, labour disruption, transport interruption, customs delay, utility failure, factory shutdown, allocation or component shortage. The affected party will use commercially reasonable efforts to reduce the impact.

17. Governing Law and Disputes

Any governing law, dispute forum or arbitration arrangement stated in the applicable quotation, order confirmation or separately signed agreement governs the order. If none is stated, governing law and forum will be determined under applicable law. The United Nations Convention on Contracts for the International Sale of Goods applies only if expressly agreed in writing.

18. English Language

The English version of these Terms of Sale controls. Any translation is provided for convenience unless applicable law requires otherwise.

19. Changes and Contact

We may update these Terms for future quotations and orders. The version accepted with an order remains applicable to that order unless the parties agree otherwise in writing. Questions may be sent to sales@chip-seek.com or addressed to FLY (HK) ELECTRONICS LIMITED, Flat/Room 1911, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.