Desivikreta Electronics LLP, d/b/a Desivikreta Electronics (“Seller”) desires to provide its customers with prompt and efficient service. However, to negotiate individually the terms and conditions of each contract would substantially impair Seller’s ability to provide such service. Accordingly, products furnished by Seller are sold only on the terms and conditions stated herein. Notwithstanding any terms or conditions of Buyer’s order, any sale by Seller to Buyer is expressly made conditional on Buyer’s agreement to Seller’s Terms and Conditions. Any conflicting, additional or different statements or terms listed on the Buyer’s purchase orders, invoices, confirmations or other Buyer generated documents, whether heretofore or hereafter submitted, are of no effect.

All orders are subject to acceptance in writing by Seller. Any written acknowledgment or receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by Seller may be cancelled by Buyer only upon written consent of Seller provided such order is not "NC/NR" or "Non-Cancelable/Non-Returnable", "Non-Standard Products" or governed by a Purchase Agreement Letter. Non-Standard Products are defined as Products that are special orders, custom orders, orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancelable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which Seller may have as a result of such cancellation or o ther withdrawal, cancellation or restocking charges, which shall include all expenses then incurred on commitments made by Seller, shall be paid by Buyer to Seller. Buyer requests to reschedule are subject to acceptance by Seller in its sole discretion. Orders may not be cancelled or rescheduled after the order has been submitted by Seller to the shipment carrier. Seller reserves the right to allocate sales and limit quantities of selected goods among its Buyers in its sole discretion. Good specifications and availability are subject to change without prior notice.

All payments must be made in the currency billed on the original invoice. For All Orders Customer agree to pay the entire net amount of each invoice from Desivikreta Electronics pursuant to the terms of each such invoice, without offset or deduction.

Orders are subject to credit approval by Desivikreta Electronics, which may in its sole discretion at any time change the terms of Customer's credit, require payment in cash, bank wire transfer/EFT or by official bank cheque , and/or require payment of any or all amounts due or to become due for Customer's order before shipment of any or all of the Products.

If Desivikreta Electronics reasonably believes that the Customer's ability to make payments may be impaired or if Customer fails to pay any invoice when due, Desivikreta Electronics may suspend delivery of any order or any remaining balance thereof, until such payment is made or cancel any order or any remaining balance thereof. Customer will remain liable to pay for any Products already shipped and all Non-Standard Products ordered by Customer. Customer agrees to submit such financial information as Desivikreta Electronics may reasonably require for determination of credit terms and/or continuation of credit terms.

Cheques are accepted subject to collection and the date of collection will be deemed the date of payment. Any cheque received from Customer may be applied by Desivikreta Electronics against any obligation owing by Customer to Desivikreta Electronics under this or any other contract, regardless of any statement appearing on or referring to such cheque, without discharging Customer's liability for any additional amounts owing by Customer to Desivikreta Electronics. The acceptance by Desivikreta Electronics of such chequer will not constitute a waiver of Desivikreta Electronics 's right to pursue the collection of any remaining balance. 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, Desivikreta Electronics may pursue any legal or equitable remedies, in which event Desivikreta Electronics will be entitled to reimbursement of costs for collection and reasonable attorneys' fees. There is a service charge on all returned cheques.

Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by Desivikreta Electronics and will be applicable for the period specified in Desivikreta Electronics 's quote. If no period is specified, quoted prices will be applicable for Seven (7) days. Prices are exclusive of taxes, duties (including but not limited to tariffs), 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 payment of which shall be Buyer’s responsibility. In the event Seller receives notification from the manufacturer after an order has been accepted but prior to shipment that the price of the good has increased, Seller shall be entitled to increase the price of the good commensurate with such increase, and the Buyer shall either accept such price increase or terminate the order.

Customer will remit the correct tax unless customer is tax exempt and Desivikreta Electronics has a valid signed tax exemption certificate on file.

INTERNATIONAL SHIPMENTS - Buyer shall be responsible for all applicable VAT, PST, HST, and/or GST charges along with brokerage fees, which shall be due at the time of delivery.

Returns that are not NC/NR will be accepted if a request for return is received within seven (7) days of the invoice date. If Buyer desires to return goods, Buyer must contact a Seller sales representative to request a Return Material Authorization (“RMA”) number. The goods must be returned as directed by the location issuing the RMA. The RMA number must be clearly visible on each return package, and all returns must be accompanied by the original invoice number, be in the original packaging, and be in resalable condition. A Military Specification (“Mil-Spec”) good purchased from Seller is liable to be considered non-cancelable and nonreturnable. To the extent that Seller purchases a good from a manufacturer specifically for Buyer, such goods may be Non-Cancelable/Non-Returnable. If the RMA is approved:

A. Buyer is responsible for all shipping costs for return of the goods to Seller.

B. Any merchandise approved for return by Seller is subject to a restocking fee.

C. RMA is only valid for 45 days after RMA has been issued to the Buyer.

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

All shipments by Desivikreta Electronics are F.O.B. point of shipment from Desivikreta Electronics's facility and the amount of all transportation charges will be paid to Desivikreta Electronics by the Customer in addition to the purchase price of the Products. Subject to Desivikreta Electronics '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. Desivikreta Electronics 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 Desivikreta Electronics are estimates only and that Desivikreta Electronics will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Desivikreta Electronics unless specifically designated by Customer. Desivikreta Electronics reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment 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 and pay for the Products delivered.

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

Any claims of shortage must be reported to Seller within four days after receipt of shipment.

Seller warrants that, at the time of delivery, the goods covered hereby are in accordance with their manufacturer’s specifications, but makes no other warranty with respect to such goods. Seller agrees, as Seller shall elect, to credit the account of Buyer or replace without charge to Buyer all goods which at the time of delivery are not in such condition, but only if Buyer returns such goods within 20 days from the date of delivery, in original package and condition of delivery, without their numbers or any part thereof altered, defaced, or removed, to Seller’s plant of shipment, accompanied by a specification in writing of the defects involved. In no event shall Seller’s liability hereunder exceed the Buyer’s purchase price. Buyer shall notify Seller in each instance when Buyer intends to return goods which Buyer believes are not in accordance with such original condition and Seller shall be entitled to examine such goods at Buyer’s facilities prior to their return. Final inspections and conclusive determination whether goods are in accordance with such original condition shall be made at Seller’s plant, or may be based upon the manufacturer’s actual test report. SELLER’S SOLE LIABILITY SHALL BE AT ITS OPTION TO CREDIT THE ACCOUNT OF BUYER OR TO REPLACE GOODS WHICH ARE NOT IN ACCORDANCE WITH SELLER’S LIMITED WARRANTY IN ACCORDANCE WITH THE TERMS HEREOF AND IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGE OF ANY KIND. The foregoing remedy as provided herein shall be the sole and exclusive remedy of the Buyer. In no event shall the liability of Seller relating in any way to any good exceed the purchase price for such good, regardless of the legal theory asserted for such liability, whether in contract, tort, warranty or otherwise. Buyer acknowledges that the amounts payable for the goods are based in part on these limitations, and Buyer further agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Some states may not allow the exclusion or limitation of incidental or consequential damages. In the event a state does not, the above exclusion or limitation shall apply to the maximum extent allowed by law. EXCEPT AS STATED IN THIS SECTION, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PARTICULAR PURPOSE, WHICH EXTEND BEYOND THOSE EXPRESSLY PROVIDED FOR ON THE FACE HEREOF. SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES DUE TO DELAY IN DELIVERIES, SERVICE, USE OR OTHER PERFORMANCE AS SPECIFIED IN THIS AGREEMENT.

Buyer shall not use, duplicate or disclose any technical data delivered or disclosed by Seller to Buyer for any purpose other than for installation, operation or maintenance of goods purchased by Buyer without Seller’s prior written consent. Further, to the extent Seller offers technical assistance or suggests alternative parts based on technical information available to Seller, Seller DOES NOT GUARANTEE that this assistance is correct or that suggested part alternatives are based on the most recent data or that our interpretation and accuracy of the data is correct. Buyer is solely responsible for confirming the validity of the assistance and the specifications as well as determining the appropriateness and compatibility in selecting part(s) for their application.

IN NO EVENT SHALL Desivikreta Electronics 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 Desivikreta Electronics 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 Desivikreta Electronics HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY Desivikreta Electronics AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.

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

It is the policy of Desivikreta Electronics to identify and offer products to the Customer as RoHS Compliant or Lead Free, only after specific requirements have been met. Desivikreta Electronics performs no testing of product and relies solely on the manufacturer of the product for identification of RoHS Compliance and for absence of lead. Furthermore, Desivikreta Electronics makes no warranty, certification or declaration of compliance concerning said Products. Product is advertised or offered as RoHS Complaint or Lead-Free only after sufficient evidence is received from the component manufacturer; and any inventory, either in a bin or on order, has been determined to be RoHS compliant and/or Lead Free. Any relevant evidence will be filed and maintained for at least four years from the date of receipt. Desivikreta Electronics defines the term "RoHS" as supplier declared compliance to all restricted hazardous substance regulations under the ELV, WEEE or RoHS EU directives, regulations or laws. Desivikreta Electronics defines the term "Lead Free" as pertaining to any product that has been declared by a Supplier to be "Lead Free". All statements by Desivikreta Electronics of RoHS compliance are based on producer documentation.

Notwithstanding section 2- 312 of any applicable version of the Uniform Commercial Code or any other similar law, Seller (i) expressly disclaims any and all warranties against third party claims for infringement or the like, and (ii) shall have no obligation of any kind to the Buyer for claims brought by third parties against the Buyer for infringement or the like arising out of or in any way related to goods purchased by the Buyer from Seller.

When provided by the manufacturer, Seller maintains country of origin information on goods in its inventory. Such information does not include the country of origin of each raw material or subcomponent that is incorporated into the manufacturer's final good. Upon request, Seller will provide to Buyer the manufacturer-provided country of origin information.

Although Seller’s website is accessible worldwide, not all goods offered by Seller are available to all persons or in all geographic locations. Seller reserves the right to limit the availability and/or quantity of its goods to any person, geographic area or jurisdiction. Buyer agrees to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable content and online conduct.

Goods are intended for commercial use only. Seller does not determine the specifications or conduct any performance or safety testing of any goods that it sells. Specification sheets provided to Buyers are produced by the manufacturer or transcribed from information provided by the manufacturer. Seller is not a Qualified Manufacturers List (QML) supplier or a supplier of Qualified Product Listing (QPL) components. Buyer agrees that all purchases are for commercial or other applications that do not require QPL components. Any reference to military specifications on Seller's website is for reference only and does not modify these terms and conditions. Seller does not participate in any good safety engineering, good safety review or good safety testing. Seller cannot provide any safety testing, safety evaluation or safety engineering services.

Goods sold by Seller 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 goods could result in personal injury, loss of life or catastrophic property damage. This includes, but is not limited to, Class D medical devices as defined by the INDIA’s Central Drugs Standard Control Organisation (CDSCO) and Ministry of Civil Aviation or other airworthiness applications. If Buyer uses or sells the goods for use in any such applications:

(1) Buyer acknowledges that such use or sale is at Buyer's sole risk;

(2) Buyer agrees that Seller and the manufacturer of the goods are not liable, in whole or in part, for any claim or damage arising from such use; and

(3) BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER AND THE MANUFACTURER OF THE GOODS 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.

Buyer understands and agrees that it is personally responsible for its use or inability to use the goods or Buyer's reliance upon any information or recommendation provided by Seller’s personnel. Buyer agrees to indemnify, defend and hold harmless Seller and its business partners, employees and agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of Buyer's use, misuse, or inability to use the goods or the Seller’s website, Buyer's reliance upon any information or recommendation provided by Seller’s personnel, or any violation by Buyer of this Agreement.

Seller is committed to compliance with all India Export Regulations and Laws. Seller will not sell or ship to countries embargoed by the INDIA (FTDR ACT). Seller will not sell or ship to individuals or organizations identified by the INDIA FTDR (Foreign Trade Development and Regulation Act 1992) as Specially Designated Nationals and Blocked Persons. Seller will not sell or ship goods prohibited under Export Administration Regulations to individuals or organizations identified by the INDIA Department of Commerce, Bureau of Industry and Security (BIS). Seller will not seek export licenses pursuant to Export Administration Regulations. Seller participates in BIS Export Enforcement and OFAC transaction reporting. Furthermore, Seller prohibits the re-export, brokering or transshipment of its goods to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of goods, and any related technology or documentation, are subject to the export control laws, regulations and orders of INDIA and may be subject to the export and/or import control laws and regulations of other countries. Buyer agrees to comply with all such laws, regulations and orders. Buyer further acknowledges that it shall not directly or indirectly export any goods to any country to which such export or transmission is restricted or prohibited. Buyer acknowledges its responsibility to obtain any license to export, re-export or import as may be required. Any use made of Seller classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to Seller and at the user's risk. Export classifications are subject to change. If Buyer exports or re-exports, Buyer, as the exporter of record, is responsible for determining the correct classification of any item at the time of export. Any export classification by Seller is for Seller's internal use only and shall not be construed as a representation or warranty regarding the proper export classification not called upon to make licensing determinations.

These Terms and Conditions contain the entire and only agreement between the parties with respect to the goods, and any representation, promise or warranty herein not specifically incorporated herein in writing shall not be binding on either party. These Terms and Conditions may be modified only by a writing signed by Seller.

The Terms and Conditions may not be modified or cancelled without Desivikreta Electronics 's written agreement. Accordingly, goods furnished and services rendered by Desivikreta Electronics are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer's order, the information and conditions on the Credit Application are controlling over Customer and Desivikreta Electronics. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents ("Customer Documents"), whether heretofore or hereafter submitted, are negated by submission of the Credit Application and the issuance of credit by Desivikreta Electronics, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by Desivikreta Electronics. Desivikreta Electronics 's performance of any contract is expressly made conditional on Customer's agreement to Desivikreta Electronics's Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by Desivikreta Electronics. 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 Desivikreta Electronics. 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 DELHI and the applicable laws of the INDIA.