TERMS AND CONDITIONS

All orders placed with Vyrian and its divisions, subsidiaries and affiliates are subject to the terms of this Agreement, including the following Terms and Conditions of Sale or (“Conditions”). Any purported change submitted by a Customer or (“Buyer”) in any additional documentation is hereby expressly rejected. Preprinted terms and conditions on any document of the Buyer (for example: Order confirmations) and/or Vyrian’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement. By acceptance of this Sales Order, Buyer hereby accepts all of the Sales Order Terms and Conditions. To the extent that any provision of this Agreement conflicts with any term or condition set forth in any prior or subsequent documentation, the provisions of this Agreement shall supersede and control. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of this Agreement will prevail and such terms will be the sole terms governing the order. Any violation of these terms and conditions will result in future business being terminated.

Buyer is responsible for the accuracy of its order, any Buyer’s specification and for supplying any relevant information within sufficient time to enable Vyrian to deliver the products. Vyrian specializes in Product shortages and procuring hard-to-find components. Buyer acknowledges that this Product will often NO LONGER have traceability to the original manufacturer, especially for Product with older date codes. Buyer must stipulate at the time of order if it requires a traceability papertrail going back to the original manufacturer for Product acceptance. If Buyer has not expressly stipulated a traceability requirement, buyer waives any right to return product for lack of traceability documentation and Vyrian will reject any return request citing lack of traceability documentation. Order acceptance is expressly tied to the Terms and Conditions contained in the Sales Order, and in no event shall any of the Terms and Conditions contained in the Buyer’s acceptance, whether by acknowledgement or otherwise, become part of the Sales Order.

When you place an order with Vyrian, we may verify your method of payment, shipping address and/or tax-exempt identification number (if any) before processing your order. Your placement of an order with Vyrian is an acceptance of the terms contained in this Agreement.

Vyrian may complete your order by processing your payment and shipping the Product. Buyer acknowledges that Vyrian may process Buyer’s method of payment prior to shipping product for verification of funds. Vyrian may also, at its discretion, reject your order and decline to complete any part of it. If we decline to complete your order, we will attempt to notify you using the email address or other contact information you have provided with your order. No order shall be considered completed until the Product has been shipped.

Vyrian makes every effort to provide current and accurate information relating to Products and prices, but does not guarantee the currency or accuracy of any such information. Vyrian makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. Any typographical or other error or omission in any sales literature, pricing, invoice or quote is subject to correction without any liability on Vyrian’s part. Vyrian recommends Buyer validate any product information before using or acting on such information. All product information is subject to change without notice, and Vyrian is not responsible for typographical or other errors or omissions in product information. Vyrian reserves the right to make changes to the specifications of any product and/or service supplied which are required to conform with any applicable statutory requirements or result from any change in manufacturer’s product specification which do not materially affect quality or performance.

The market sets pricing for electronic components and other commodities. Prices and availability may be subject to change at any time prior to Vyrian’s completion of your order. Quotations, unless otherwise stated, are valid on day of issue only, and Vyrian may change them without notice. Pricing for undelivered product may be increased in the event of any increase in Vyrian’s costs, change in market conditions or any other causes beyond Vyrian’s reasonable control. Prices are for products only and do not include taxes, shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of the products, permits, certificates, customs declarations and registration. Unless otherwise stated on Vyrian’s proposal, quote or invoice, Buyer is responsible for any and all additional fees. Products are sold on an “as-is” and “as available” basis. In the event we discover a material error in the description, availability or pricing of a product in your order, we will notify you immediately with options to remedy the issue. Vyrian reserves the right to allocate the sale of products among its Buyers.

Buyer acknowledges that Vyrian acts solely as a distributor of electronic products and that the Buyer is exclusively responsible for detailing the specification of all products, for ascertaining the use to which they will be put, and for determining their ability to function for that purpose.

Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. If Buyer uses or sells the products for use in any such applications or fails to comply with the manufacturer's product specifications, Buyer acknowledges that such use, sale, or non-compliance is at Buyer's sole risk. Buyer shall indemnify Vyrian against any and all claims that result from or arise in connection with products supplied by Vyrian and used in the Buyer’s product or in combination with other products. Buyer will indemnify Vyrian against all liabilities for infringement of third-party intellectual property rights arising from our compliance with the Buyer's specific requirements regarding design or specification for the goods or arising from the use of the goods in combination with other products.

Buyer acknowledges that any technical assistance or advice offered by Vyrian in connection with Buyer’s purchases is given free of charge and as an accommodation to Buyer. Vyrian shall not be held liable for the content or Buyer’s use of such technical assistance or advice, nor shall any statement made by any of Vyrian’s representatives in connection with the products or services constitute a representation or warranty, express or implied. Vyrian’s employees or agents are not authorized to make any representations regarding any products or services unless confirmed by Vyrian in writing and signed by an authorized manager. Buyer acknowledges that it does not rely on any such representations that are not so confirmed.

Payment of the total invoice amount, without offset or deduction, is due as stated on Vyrian’s invoice. For each month in which any portion of your charges are not paid by the due date on your invoice, we may charge you a late payment fee or interest on those unpaid balances equal to the maximum amount or interest rate, respectively, allowed by law. If we use a collection agency or initiate any legal action to recover amounts due, you agree to pay all such costs and expenses associated with such collection’s efforts, including attorneys’ fees. At any time, Vyrian may change the terms of Buyer's credit, require financial data from Buyer for verification of Buyer's creditworthiness, require a bank guarantee or other security, or suspend any outstanding orders from the Buyer. Vyrian may apply payments to any of the Buyer's outstanding accounts. If Buyer defaults on any payment under this Agreement, Vyrian may reschedule or cancel any outstanding delivery and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, any credit issued by Vyrian to Buyer in respect of any of Buyer's accounts will expire if unused for twelve (12) months following the date of issuance of such credit.

Buyer agrees to settle disputes with Vyrian in good faith. Buyer organization agrees not to chargeback payments made to Vyrian for Product. In the event that a chargeback is placed or threatened on a purchase, Vyrian will automatically block Buyer’s customer account for future quotes or purchases.

Vyrian will make every attempt to provide for prompt delivery of purchased products in accordance with order requirements. Buyer acknowledges that delivery and/or shipment dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates. Vyrian reserves the right to make partial deliveries and Buyer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries.

Buyer’s organization is responsible for thoroughly performing an incoming inspection of Product prior to shipment to any secondary customer site(s). Vyrian is not responsible for defects found during incoming inspection at Buyer’s customer’s site(s). Buyer must notify Vyrian in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy ("Visual Defect") within five business days after receipt of the shipment and prior to shipment to an end customer; otherwise, Buyer is deemed to have accepted the products and may not revoke acceptance. If the Buyer fails to give such notice, the goods will be considered accepted in all respects and the Buyer must pay for them accordingly. Use of any portion of the order after delivery constitutes approval and acceptance of the order by Buyer.

All return requests require review and prior written approval from Vyrian. A return request is not valid until Vyrian has issued a written returned merchandise authorization (RMA) and an RMA number to the Buyer. For approved returned merchandise authorizations, Vyrian will accept returned products and refund Buyer’s purchase price if, and only if, all of the following conditions are met:

1. Products are returned to Vyrian within fifteen (15) calendar days of the date such products were approved for return by Vyrian;
2. Products are returned to Vyrian accompanied by a failure report in the English language from a credible independent testing facility certifying the problem with the products’ form, fit or function; or
3. Products are returned to Vyrian accompanied by a failure report in the English language from the Buyer’s in-house test lab certifying the problem with the products’ form, fit or function and the failure is duplicated by Vyrian’s authorized lab; and
4. iv. Products are returned to Vyrian unused and in their original packaging, condition, form, fit and function. Any alteration to product or product packaging automatically constitutes acceptance of the goods and voids any Buyer remedies under this policy provision.

Vyrian takes counterfeiting seriously and makes every effort to avoid handling counterfeit components through various verification activities. Per AS6081, a counterfeit component is a “fraudulent part that has been confirmed to be a copy, imitation, or substitute that has been represented, identified, or marked as genuine, and/or altered by a source without legal right with intent to mislead, deceive, or defraud.” If Buyer is making a suspect counterfeit claim against the Product, Product must be reviewed against a golden sample and determined by an authorized authority at the manufacturer to be counterfeit. Vyrian requires complete, unredacted documentation of this determination from the manufacturer which shall include the name, title/position, and direct contact information of the manufacturer’s authorized individual making the determination for verification. Vyrian reserves the right to contact the source for further verification, and lack of cooperation from the manufacturer’s authorized individual may prejudice the Buyer’s claim.

Vyrian will only authorize an RMA if the defect is created solely by Vyrian or the original manufacturer, and only if Buyer meets the notice and use requirement. Vyrian will not grant RMAs for damage, shortage, or other discrepancy created by Buyer, the carrier or freight provider, or any other third party. Buyer's recovery from Vyrian for any claim shall not exceed the purchase price paid by Buyer for the goods, irrespective of the nature of the claim. Buyer must return all products, freight prepaid, as detailed in the RMA.

Discretionary Returns: Vyrian is under no obligation to accept discretionary returns, or returns that are not caused byVyrian error or a documented part failure. If such a return is accepted by Vyrian, the buyer will receive a refund in the form of a credit note toward future purchases, less a 20% restocking fee. Such returns may only be accepted at Vyrian’s sole option.

Buyer acknowledges that Vyrian is an independent distributor of electronic components and is not the manufacturer of the products. To the extent legally and contractually permitted, Vyrian will pass through to Buyer any transferable product warranties, indemnities, and remedies provided to Vyrian by the manufacturer. If required by law, Vyrian warrants that at the time of delivery, products will conform to the specifications stated by the manufacturer in its published data sheet for the Products. All warranty claims for non-conformance to manufacturer’s specifications are valid for up to 12 months after delivery acceptance of the products and covers normal use only. Vyrian’s pass-through limited warranties are order specific. Purchasing additional parts or products from Vyrian does not extend this limited warranty period for previously covered components. The coverage period for used/refurbished Products may vary based on the specification sheet and/or sales invoice.

Certified Market Excess. Certified market excess (CME) is a special category of Product that has been serviceably used and may or may not have traceability records back to the original manufacturer. CME Product with older date codes may look older and may be reconditioned (e.g., retinned) to improve functionality. Product quoted under this category will undergo a full suite of verification testing including, but not limited to, detailed visual inspection, electrical testing, functionality testing and/or decapsulation, as applicable. Verification testing is performed to provide our best assurance of Product quality, fit, form and function to the extent possible.

Product certified under this program will enjoy an extended intial inspection period of fifteen days and extended, limited warranty protection against non-conformance that will be valid for up to 24 months after delivery of the product. Our CME warranty covers the original end-user’s normal use and is non-transferrable.

Vyrian Inc. DOES NOT warrant and is not responsible for:

1. DAMAGE CAUSED BY FAILURE TO PROVIDE A SUITABLE INSTALLATION OR OPERATING ENVIRONMENT FOR THE PRODUCT AND/OR ACCESSORIES;
2. DAMAGE DURING SHIPMENT
3. DAMAGE CAUSED BY IMPACT WITH OTHER OBJECTS, DROPPING, FALLS, SPILLED LIQUIDS, OR IMMERSION IN LIQUIDS;
4. DAMAGE CAUSED BY THE USE OF THE PRODUCT FOR PURPOSES OTHER THAN THOSE FOR WHICH THEY ARE CUSTOMARILY USED;
5. DAMAGE CAUSED BY A POWER SURGE OR A DISASTER SUCH AS FIRE, FLOOD, WIND, EARTHQUAKE, OR LIGHTNING;
6. DAMAGE CAUSED BY ANY OTHER ABUSE, MISUSE, MISHANDLING, OR MISAPPLICATION;
7. DAMAGE FROM IMPROPER INSTALLATION OR MAINTENANCE;
8. DAMAGE CAUSED BY PROGRAMS, DATA, VIRUSES, OR OTHER FILES OR COMPONENTS.

A request to reject products during the warranty period is not valid until Vyrian has been allowed to investigate the matter and has issued a written authorization and RMA number for the Buyer’s return. Vyrian will accept returned products and refund Buyer’s purchase price if, and only if, all of the following conditions are met:

1. Products are returned to Vyrian within fifteen (15) calendar days of the date such products were approved for return by Vyrian;
2. Products are returned to Vyrian accompanied by a failure report in the English language from a credible independent testing facility certifying the problem with the products’ form, fit or function; or
3. Products are returned to Vyrian accompanied by a failure report in the English language from the Buyer’s in-house test lab certifying the problem with the products’ form, fit or function and the failure is duplicated by Vyrian’s authorized lab; and
4. Products are returned to Vyrian in their original packaging, condition, form, fit and function.

Vyrian will only issue an RMA if the defect is created solely by Vyrian or the original manufacturer, and only if Buyer meets the notice requirement. Vyrian will not grant RMAs for damage, shortage, or other discrepancy created by Buyer, the carrier or freight provider, or any other third party. Buyer's sole remedies under this provision at Vyrian's discretion, are to: (i) repair the products; (ii) replace the products at no cost to Buyer; or (iii) refund Buyer the purchase price of the products.

Any replacement parts or products provided to the Buyer will be new or serviceably used, comparable in function and performance to the original part or product, and warranted for the remainder of the original warranty.

Buyer must return all Products, freight prepaid, as detailed in the RMA and pay any restocking charges. At Vyrian’s discretion, Vyrian will return all Products not eligible for return to Buyer, freight collect, or hold Product for Buyer's account at Buyer's expense.

Vyrian's liability to Buyer is limited to Buyer's direct damages up to an amount not exceeding the price of the product at issue. In no event shall Vyrian be liable to you or to any third party for any damages arising in the fulfillment of this order. To the extent permitted by law, neither Vyrian nor its employees or agents are liable for, and Buyer is not entitled to, any indirect, special, incidental or consequential damages (e.g., loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, injury to reputation, or loss of business). Buyer assumes all liability for, and shall hold Vyrian harmless against, any and all claims, demands, damages, costs, loss or expense imposed on Buyer from any source in fulfillment of this order.

Vyrian shall not be liable for its inability to secure sufficient quantities of any products or liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (e.g., acts of nature, acts or omissions of Buyer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials or product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor, materials or products through regular sources). Vyrian hereby disclaims all responsibility for delays of carrier, loss or damage to goods in transit, or any loss after shipment has been received by carrier in good order.

If any part of the purchase and sale of products is processed using electronic means, email or third-party electronic systems, these Conditions will continue to apply to the purchase and sale of the products. Buyer's acceptance of order using electronic means is binding, and buyer agrees that electronic signatures may be used and will be legally valid, effective, and enforceable.

Certain products, related technology and documentation are subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Buyer will not directly or indirectly export or redirect any products and other related technology and documentation to any third party or country where such export or transmission is restricted or forbidden. Buyer agrees it is their sole responsibility to obtain any license to export, re-export, or import as may be required. Buyer agrees to pay any taxes, tariffs or duties, associated with the import or export of the Product in this order in full, without offset.

Credit Card payments will incur a 3.5% credit card processing fee.

All orders are strictly NON-CANCELABLE AND NON-RETURNABLE (NCNR) unless goods are materially defective. No oral or written information or advice given by Vyrian, its associates, agents or employees shall create a warranty or in any way increase the scope of any limited warranty if applicable.

Default

If the Buyer makes default in any payment or is otherwise in breach of any of these terms, or if (being an individual) he commits an act of bankruptcy or has a receiving order made against him or (being a Company) enters into bankruptcy or liquidation (whether compulsory or voluntary) or has a receiver or manager appointed of the whole or any part of its business or undertaking, or if distress or execution is levied or threatened upon any of the Buyer's property, then in any such case (and without prejudice to any other rights Vyrian may have):

1. we shall be entitled to repossess and re-sell goods delivered to the Buyer and not paid for in full and for that purpose to enter upon the property in which they are situated.
2. we shall be entitled to suspend all further deliveries to the Buyer until the default is made good or to refuse to deliver any further goods to the Buyer and to re-sell any further goods ordered by the Buyer whether they are the balance of any order or the whole part of a further order.
3. the Buyer shall in any event be liable to make good to us our loss or profit on all such goods and all costs and expenses of repossession, storage, insurance and sale and to pay to us interest as provided above until actual payment.

In the event of the Buyer's insolvency we shall be entitled (in addition to any lien arising by law) to a general lien on all the Buyer's goods in our possession (although the same or some of them have been paid for) for any money due in respect of such goods or in respect of any general or particular balance or other money due from the Buyer to us, whether under the same or any other order.

These Conditions and the price, quantity and Product details in Vyrian’s invoice for the relevant Products/Services shall constitute the entire agreement between the parties with respect to the supply of such Products or Services; and may not be rescinded or terminated by Buyer unless provided herein. The provisions of the entire agreement supersede all prior oral and written quotations, agreements, and understandings of the parties with respect to the subject matter thereof. Vyrian may amend these Conditions by giving notice in writing to the Buyer.

If any provision of these Conditions is held to be invalid or unenforceable by any court having competent jurisdiction, this shall be treated as severable, and it shall not affect the validity and enforceability of the remaining Conditions, which shall remain in full force and effect. The Buyer shall not assign or transfer any of Buyer’s rights or obligations under the contract between Buyer and Vyrian unless otherwise agreed by Vyrian in writing. This Agreement can only be modified in writing and when signed by authorized representatives of both Vyrian and the Buyer. Buyer may not assign this Agreement without the prior written consent of Vyrian, and this Agreement is binding on all successors and assigns.

Buyer acknowledges that this Agreement was entered into at arms length and that it was not fraudulently induced to enter into this Agreement, in whole or any part, and Buyer explicitly disclaims and waives any claim with respect thereto. Any action, suit, arbitration, or other proceedings arising out of, or related to, this agreement shall be governed by the laws of the State of Texas. Buyer irrevocably consents to the jurisdiction of the state and federal courts covering the state or county in which, at the time of such action, Vyrian maintains a place of business.

In the event of a dispute arising in any way out of this agreement, the parties agree to resolve their dispute solely through binding arbitration in accordance with the then current rules of the American Arbitration Association. This provision applies to any and all claims against any officers, directors, agents, and employees of Vyrian. To the fullest extent permitted by applicable law, no arbitration under these Terms and Conditions will be joined to an arbitration involving any other party subject to these Terms and Conditions, whether through class arbitration proceedings or otherwise. You may opt out of this dispute resolution procedure by providing notice toVyrian no later than 30 calendar days from the date of purchase of the Product. To opt out, you must send notice by e-mail to [email protected], with the subject line: “Arbitration Opt Out.” You must include in the opt out e-mail (a) your name and address; (b) the date on which the Product was purchased; and (c) the Product model name and part number.

If any portion of this Terms and Conditions of Sale is held to be illegal or unenforceable, such partial illegality or unenforceability shall not affect the enforceability of the remainder of the Terms and Conditions of Sale.