STANDARD TERMS AND CONDITIONS OF SALE

These Standard Terms and Conditions of Sale (the “Terms”) set forth the terms and conditions that govern purchases by any purchaser (the “Buyer”) of designs (the “Products”) and design, consulting or support services (the “Services”) from Integrity Design, LLC (“Integrity Design”). Integrity Design reserves the right, at any time and in its sole discretion, to update, revise or otherwise modify the Terms without notice. The Terms and any purchase orders and other agreements regarding the purchase of the Products and/or Services shall be referred to as the “Agreement.”

1. OFFER FOR SALE.

All agreements between the Buyer and Integrity Design to purchase the Products and/or Services shall be governed by the terms and conditions herein. The Buyer and Integrity Design agree that any modifications, changes, alterations of the terms and conditions herein must be in writing and signed by the Buyer and Integrity Design. Integrity Design hereby objects to any additional or different terms which may be contained in any of the Buyer’s purchase orders, acknowledgements or other documents or any communications received from the Buyer, and the Buyer and Integrity Design hereby agree that any such attempts shall be null and void and not deemed a part of the terms and conditions hereunder or any resulting order.

Any offer hereunder shall expire sixty (60) days following its date, unless the Products and/or Services are provided by Integrity Design and accepted by the Buyer. No order may be cancelled, modified or altered by the Buyer, without written consent of Integrity Design, which may be withheld in its sole discretion.

2. PRICE AND PAYMENT TERMS.

The prices for the Products and Services are based on Integrity Design’s current prices, in effect at the time of order, for the Products and Services. All current prices are subject to change by Integrity Design at any time without prior notice.

All payments for the Products and the Services are payable in only United States Dollars. The Buyer shall make payment as follows, unless Integrity Design requires payment in advance or upon different terms:

(i) all orders require a 50% deposit at the time the order is received; and

(ii) certain custom orders require 100% payment in advance.

Subject to the limitations above, payments may be made only in cash or by wire transfer or by automated clearing house transfer or by certain credit cards.

Notwithstanding the foregoing, for all countries other than the United States of America and Canada, the Buyer shall make payment in full in advance in cash or by wire transfer of immediately available funds.

Notwithstanding the foregoing, at its option at any time, Integrity Design may require the Buyer to make payment by irrevocable letter of credit or by promissory note secured by purchase money security interest, upon terms and conditions satisfactory to Integrity Design in its sole discretion, and Integrity Design may defer shipment or cancel any order if the Buyer does not promptly provide such payment.

Charges will be assessed on past due accounts as follows: (i) a late charge at a rate equal to the lesser of one and one-half percent (1.5%) each month or the highest rate permitted by applicable law and reasonable collection costs and expenses, including attorneys’ fees and court costs.

The Buyer’s failure to pay in accordance with the provisions of this Section 2 shall entitle Integrity Design, without prejudice to its rights to damages, to suspend or cancel any outstanding orders or require further assurance of payment from the Buyer.

3. TAXES AND OTHER CHARGES.

The Buyer shall pay, in addition to the prices as set forth herein, any and all manufacturer’s tax, occupation tax, use tax, property tax, sales tax, excise tax, value-added tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever, except for taxes on Integrity Design’s income, imposed by any governmental authority on or measured by the transaction between Integrity Design and the Buyer. The Buyer shall indemnify, defend and hold harmless Integrity Design against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees, to the extent such claims arise out of any breach of this Section.

4. INSPECTION UPON RECEIPT.

The Buyer must examine the Products when they are received by the Buyer. The Buyer shall make any and all claims for shortages, defects or other errors in delivery in writing to Integrity Design within thirty (30) days of receipt of delivery. Failure to give such notice shall constitute unqualified acceptance of all deliveries made prior to Integrity Design’s receipt of the Buyer’s notice of such claims, and shall constitute a waiver of all such claims by the Buyer. If a defect in an applicable Product is suspected, the Buyer must also first contact a Technical Support Engineer (“TSE”) by either calling (410) 227-1972 or emailing support@integritydesign.pro. The Buyer will work with the TSE to isolate the root cause of the failed state and follow the corrective actions or measures recommended by the TSE.

5. TITLE.

Notwithstanding the passing of the risk of loss and damage from Integrity Design to the Buyer as described herein, Integrity Design shall retain title to the Products until it has received payment in full of all such amounts owed by the Buyer to Integrity Design due in connection with the Products delivered hereunder or any other account.

6. LIMITED WARRANTY.

Integrity Design warrants to the Buyer that the Products are free of defects in workmanship under conditions of normal use for a period of thirty (30) days from the date of delivery to the Buyer.

Integrity Design’s sole responsibility shall be, at its option, during the warranty period either: (i) to repair or replace any defective Products, at its facility or other location approved by it, during Integrity Design’s normal working hours.

THIS WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY INTEGRITY DESIGN, AND ITS SUPPLIERS WITH RESPECT TO PRODUCTS AND/OR SERVICES PROVIDED BY INTEGRITY DESIGN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTEGRITY DESIGN AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR COMMON LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE. INTEGRITY DESIGN AND ITS SUPPLIERS DO NOT WARRANT THAT THE PRODUCTS WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION NOR THAT THE FUNCTIONS CONTAINED IN THE PRODUCTS WILL MEET ANY REQUIREMENTS OR NEEDS BUYER MAY HAVE. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF SOME WARRANTIES SO THEY MAY NOT APPLY. IF THIS EXCLUSION IS HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THEN ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES SHALL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF SHIPMENT, AND NO WARRANTIES SHALL APPLY AFTER THAT PERIOD.

7. LIMITATION OF LIABILITY.

EXCEPT FOR THE LIMITED WARRANTY OBLIGATIONS SET FORTH HEREIN, THE BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT INTEGRITY DESIGN AND ITS SUPPLIERS SHALL NOT BE LIABLE TO THE BUYER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF INTEGRITY DESIGN OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH LIABILITY IS BASED UPON CONTRACT, TORT, NEGLIGENCE OR OTHER LEGAL THEORY. EXCEPT FOR THE LIMITED WARRANTY OBLIGATIONS SET FORTH HEREIN, THE BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT INTEGRITY DESIGN’S AND ITS SUPPLIERS’ CUMULATIVE LIABILITY TO THE BUYER OR ANY THIRD PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID TO INTEGRITY DESIGN UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PRIOR TO ANY CLAIM.

8. INTELLECTUAL PROPERTY.

The Buyer acknowledges that Integrity Design or its suppliers retain all right, title and interest in and to any and all copyrights, trademarks, patents, trade secrets and other intellectual property and proprietary rights related to the Products and the Services (collectively, the “Product Technology”). The Buyer agrees that it has no right, title or interest in or to the Product Technology or any copies thereof. The Buyer may not remove or obscure any copyright notice, trademark notice or other notices contained within the Product Technology. Integrity Design’s name and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of Integrity Design and may not be used or modified in any manner without the prior written consent of Integrity Design.

For purposes of clarity, with respect to its software and firmware, Integrity Design hereby grants to the Buyer a non-exclusive, non-sublicensable, non-transferable right and limited license to its software and firmware solely as included in the applicable Product.

Any other use of the Product Technology other than as expressly set forth herein without Integrity Design’s prior written consent, which may be withheld at Integrity Design’s sole and absolute discretion, is strictly prohibited and all implied licenses are disclaimed.

9. REPRESENTATIONS.

The Buyer represents and warrants to Integrity Design that: (i) he is at least 18 years old; (ii) in the event that the Buyer is an entity, that it has the full right, power and authority to enter into this Agreement; (iii) the performance by the Buyer of its obligations and duties hereunder, do not and will not violate any agreement to which the Buyer is a party or by which the Buyer is otherwise bound; and (iv) the Buyer’s use of the Product Technology complies in all respects with all applicable laws, statutes, regulations, ordinances and other rules.

10. EXPORT RESTRICTIONS.

This Agreement is expressly made subject to any applicable laws, regulations, orders, or other restrictions on the export of the technology or information about the Product Technology which may be imposed from time to time. The Buyer shall not export the Product Technology, information about the Product Technology or any product containing the Product Technology without complying with such laws, regulations, orders, or other restrictions. The Buyer agrees to indemnify and hold harmless Integrity Design against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees, to the extent such claims arise out of any breach of this Section.

11. GOVERNING LAW.

THE PARTIES AGREE THAT THIS AGREEMENT AND THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS. THE PARTIES AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT. THE PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND/OR STATE COURTS IN THE STATE OF MARYLAND FOR THE RESOLUTION OF ANY DISPUTES AMONGST THE PARTIES UNDER THIS AGREEMENT.

12. GENERAL INFORMATION.

This Agreement constitutes the entire agreement between the Buyer and Integrity Design with respect to the subject matter herein, superseding any prior agreements between the Buyer and Integrity Design. The Buyer further acknowledges and agrees that the Buyer may not assign any part of this Agreement without Integrity Design’s prior written consent, which may be withheld at its sole discretion. This Agreement shall inure to the benefit of each party’s successors and assigns. Integrity Design shall not be deemed to be in breach of the Agreement and thereby liable to the Buyer or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, strikes, war, riot, government regulation, delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities or any other act or cause beyond the reasonable control of Integrity Design. The failure of Integrity Design to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.

13. CONTACTING INTEGRITY DESIGN.

If the Buyer has any questions about this Agreement, or any question or problem regarding the Products, the Services and/or the Product Technology, the Buyer can contact Integrity Design by mail at Integrity Design, LLC, 5956 Augustine Ave, Elkridge Maryland 21075, USA or by email at info@integritydesign.pro.

Effective: January 1, 2024