Flip Electronics, LLC.

The sale of products and services (“Products”) by Flip Electronics, LLC (“Flip Electronics”) to you (“Customer”) is subject to the following Terms and Conditions: 

1. Acceptance of Orders.  All orders are subject to acceptance in writing by Flip Electronics.  Written acknowledgment of receipt does not, in and of itself, constitute acceptance. The acceptance of all orders and all sales by Flip Electronics is made subject to and expressly conditional upon these Terms and Conditions.  Any of Customer’s terms and conditions which are different from or in addition to those contained herein are hereby objected to and shall be of no effect unless specifically agreed to in writing.

2. Cancellations / Rescheduling.  Accepted orders for standard products may be cancelled by Customer only upon written consent of Flip Electronics given prior to shipment.  Orders for products not customarily in stock for Flip Electronics (“Non-Standard Products”) and orders marked Non-Cancellable/Non-Returnable (“NC/NR”) may not be cancelled or refunded under any circumstance.  Flip Electronics may assess Customer reasonable cancellation and/or restocking fees as a condition to its consent to cancellation.  No rescheduling, quantity decreases, or pushouts can be made for orders due to ship less than 60 days before the original scheduled delivery date.  Any request for order cancellation, rescheduling, return or modification must be made in writing and such action must be approved in writing by an authorized agent of Flip Electronics.

3. Returns.  As a courtesy to Customer but under no obligation, Flip Electronics may accept Product returns submitted due to customer error or change in demand.  To be eligible to return a Product, Customer must request a Return Material Authorization (“RMA”) from Flip Electronics within 30 days from the date of original shipment.  If Flip Electronics agrees to issue a RMA pursuant to this provision, Customer shall be responsible for all freight charges and reasonable restocking fees.  Customer shall return products in the original packaging in unused condition.  Customer returns of Electrostatic Discharge Sensitive Products will not be accepted after the original product packaging has been opened, except for when such packaging was opened under controlled conditions.  Customer returns of software will not be accepted after the original product packaging has been opened. 

4. Pricing Policy.  Prices shall be those generally in effect at the time of shipment. 

5. Quotations.  Price quotations are valid for 30 days from the date given unless otherwise stated in the quotation.  Prices may exceed quotations to the extent that the increase in price is due to circumstances beyond Flip Electronics’ reasonable control.  If Customer does not purchase the quantity upon which a quotation is based, Customer will pay the price it would have been quoted for the quantity purchased and reasonable cancellation and/or restocking fees.

6. Taxes.  All prices are exclusive of all present or future federal, international, state, and local excise, sales, use, value added, brokerage or similar taxes.  These taxes shall be paid by Customer or Customer shall provide Flip Electronics with a tax exemption certificate acceptable to the applicable taxing authorities.

7. Payment

(a) Customer shall pay the entire amount of each invoice from Flip Electronics pursuant to the payment terms of each such invoice, which may require a specific method of payment or require payment of all amounts due prior to shipment.  If an invoice fails to specify a payment method, then Customer may complete payment with cash, major credit or debit card (including MasterCard, Visa, Discover, and American Express), bank wire transfer/electronic fund transfer, check (with a $25 USD service charge on all returned checks), or official bank check.  Any check received from Customer may be applied by Flip Electronics against any outstanding obligation owed by Customer and shall not discharge Customer’s liability for additional amounts owed. 

(b)  If Flip Electronics reasonably believes Customer's ability to make payments to be impaired or if Customer fails to pay any invoice when due, Flip 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 in full for any Products already shipped and all Non-Standard Products ordered.  Customer shall be liable for all collection costs (including attorney’s fees) incurred by Flip Electronics in connection with past due payments. 

8. Title and Delivery.  

(a)  Unless specifically agreed to in writing by seller, Flip Electronics delivers all product under the definitions of EXW (Seller’s Dock) per Incoterms 2020.   All shipping charges and expenses shall be paid by Customer.  

(b)  Flip Electronics will not be liable for a failure to deliver by estimated delivery dates.  

(c)  Flip Electronics reserves the right to deliver partial quantities to Customer in the event of a supplier decommit or any other circumstance whereby Customer purchase order quantity cannot be fulfilled in its entirety. Partial deliveries shall be permitted, and such deliveries shall not relieve the Customer of its obligation to accept delivery and pay for the delivered Products.  Partial delivery within 30 days of the Product request date shall constitute timely delivery.    

(d)  Before an order may be delivered through drop shipping (delivery directly from the manufacturer/supplier), Customer must agree in writing that it understands drop shipments will not be inspected Flip Electronics. 

9. Force Majeure.  Flip Electronics shall not be liable for delay or failure to deliver or perform due to any cause beyond its control, or for acts of God, acts of Customer, acts of any governmental authority, strikes or other labor disturbances, delays in transportation, fuel or energy shortages, or inability to obtain necessary materials components, services, or facilities from usual sources.  Upon the occurrence of such events, notwithstanding the quantities specified in previously accepted orders, Flip Electronics may, in its sole discretion, choose to allocate its products among its customers as it sees fit.  

10. Held Orders.  Any orders held, delayed, or rescheduled at the request of the Customer will be subject to the prices and conditions of sale in effect at the time of release of the hold or reschedule, plus any additional costs incurred due to the hold or reschedule.  Any such order held, delayed, or rescheduled beyond a reasonable period of time will be treated as a customer termination.

11. Special Domestic or Export Packing.  Prices include standard domestic packing only.   Where special domestic packing or packing for overseas shipment is required, separate pricing will be quoted.  Flip Electronics defines original manufacturer packing or packaging as the method of transport used by the manufacturer at the part level. Examples include tubes, trays, and reels. Expanded packaging requirements by the customer must be defined in writing. 

12. Product Notices.  Customer shall provide the user (including its employees) of the Product with all Flip Electronics supplied product notices, warnings, instructions, recommendations and similar materials. 

13. Warranties and Remedies.  

(a)  Flip Electronics warrants to Customer that its Products shall be free from defects in material and workmanship and shall conform to the agreed upon specifications, if any, for a period of sixty (60) days from the date of shipment.  

(b)  Should Products sold hereunder fail to meet the above warranty, Flip Electronics, at its option, shall repair or replace such Products or issue Customer a credit or a refund in the amount of the purchase price provided that (i) Flip Electronics is notified in writing by Customer within 30 days after discovery of such failure; (ii) Customer obtains a RMA from Flip Electronics prior to returning any defective Products; (iii) the defective Products are returned to the location specified by Flip Electronics; (iv) the defective Products are received by Flip Electronics no later than four (4) weeks following the last day of the warranty period; and (v) examination of such Products by Flip Electronics shall disclose that such failures have not been caused by improper installation, application, repair, alteration, accident or negligence by anyone other than Flip Electronics.  

(c)  THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PART1CUIAR PURPOSE.  Flip Electronics shall have no liability or responsibility for the content of any other statements or advice, technical or otherwise, given to Customer at any time.  Upon the expiration of the applicable warranty for any Products, all such liability shall terminate.  The above warranties shall apply only to Customer and shall not apply to Customer’s customers or any other third parties. 

14. General Limitations of Liability.    

(a)  In no event, whether as a result of claims in contract, warranty, tort (including negligence and strict liability) or otherwise, shall Flip Electronics be liable for loss of profit or revenues, loss of goodwill, claims of customers, loss of use, damages to or loss of other property or equipment, or INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER.  

(b)  The remedies of the Customer set forth herein as to defective or nonconforming Products are exclusive.  The total cumulative liability of Flip Electronics with respect to the purchase of Products or anything done in connection therewith (such as the performance or breach thereof or from the manufacture, sale, delivery, resale, or use of any Product), whether for claims in contract, warranty, tort (including negligence and strict liability) or otherwise shall in no case exceed the price of the specific order to which the specific claim relates.

15. Dispute Resolution.  If a dispute arises out of or relates to these Terms and Conditions, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties shall first try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures.  Any such dispute not resolved through mediation, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  Disputes involving international Customers not resolved through mediation shall be settled in an arbitration proceeding in Roswell, Georgia in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. 

16. Indemnities.  Customer shall defend and indemnify Flip Electronics from all liabilities and costs resulting from any suit or proceeding based upon a claim that Products infringe upon the rights of a third party to the extent such claim arises from Flip Electronics’ compliance with Customer’s designs, specifications or instructions.    

17. Disclaimer.  Products sold by Flip Electronics 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 Products could result in personal injury, loss of life or catastrophic property damage.  If Customer uses or sells the Products for use in any such applications, Customer acknowledges that such use or sale is at Customer's sole risk and agrees that Flip Electronics and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use.  

18. Intellectual Property.  If an order includes software or other intellectual property, such software or other intellectual property is provided by Flip Electronics to Customer subject to 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.  

19. U.S. Government Contracts.  If the Products are to be used in the performance of a U.S. government contract or subcontract, no government requirements or regulations shall be binding upon Flip Electronics unless specifically agreed to in writing.  

20. U.S. Export Laws.  Flip Electronics’ obligations are subject to the export administration and control laws and regulations of the U.S. government, and Customer shall comply fully with such laws and regulations in the export, resale or other disposition of Products. Customer is responsible for determining the correct export classification of any item at the time of export.  Any export classification by Flip Electronics is for internal use only and shall not be construed as a representation regarding the proper export classification number.  

21. Conflict Minerals.  Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires disclosure in relation to the use of Conflict Minerals, as defined in the Act (“Conflict Minerals”), originating in the Democratic Republic of the Congo and adjoining countries.  Flip Electronics does not manufacture any of the products it sells and does not directly purchase such Conflict Minerals.  Flip Electronics does not knowingly procure any product containing such Conflict Minerals and, to the best of its knowledge, is not required to make any disclosures under Section 1502 of the Act.  

22. Transfer.  In the event of a transfer to a third party of any Product or interest therein, Customer shall, at its option, either (i) obtain for Flip Electronics’ written assurance from the transferee that Flip Electronics’ protection against liability following the transfer is equal to that provided by these Terms and Conditions, or (ii) indemnify Flip Electronics against any liability it may incur in excess of that which it would have incurred had Customer obtained the above assurance from the transferee.

23. Miscellaneous.  

(a)  The invalidity in whole or in part of any provision herein shall not affect the validity of any other provision herein  

(b)  Customer may not assign its obligations or rights under an order or these Terms of Sale without the express prior written consent of Flip Electronics.  

(c)  Any representation, warranty, course of dealing or trade usage not contained or referenced herein shall not be binding on Flip Electronics.  

(d)  No modification, amendment, rescission waiver, or other change in these Terms and Conditions shall be binding on Flip Electronics unless assented to in writing by its authorized representative.  

(e)  These Terms and Conditions may periodically be changed by Flip Electronics and Customer agrees to periodically review these Terms and Conditions for any changes or amendments and abide by those changes and amendments in subsequent orders.  

(f)  Notwithstanding these terms and conditions or statements or terms on any other customer documents, the information and conditions on a customer Credit Application are controlling.  

(g)  These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Georgia  

The sale of products and services (“Products”) by Resurgent Manufacturing Services, LLC (“RESURGENT”) to you (“Buyer”) is subject to the following Terms and Conditions. For further clarity, “Buyer” means the entity to which RESURGENT’s Offer (herein defined) is made or the entity purchasing Products from RESURGENT. “Offer” shall mean any quotation, bid, or proposal for Products made by RESURGENT to Buyer. 

1. Prices 

1.1 All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions, which are not part of the original price quotation. All prices, invoices, and payments shall be in the currency specified in RESURGENT’s Offer. 

1.2 Prices are exclusive of all federal, state, municipal or other government excise, sales, use, occupational or like taxes, tariffs, customs, duties and importing fees. Prices are consequently subject to increase by the amount of any such tax, tariff, duty or fee, which RESURGENT pays or is required to pay or collect upon sale or delivery of products. Any certificate of exemptions or similar document or proceeding required to exempt the sale of products from sales or use tax liability shall be obtained by Buyer, at its expense. 

2. Terms of Payment 

2.1 Subject to RESURGENT’s approval of Buyer’s credit, and unless expressly stated otherwise in RESURGENT’s Offer or other agreement, payment terms for domestic customers and domestic orders are net thirty (30) days from date of RESURGENT’s invoice. At RESURGENT’s sole discretion, payment terms for international Orders shall be cash in advance by wire transfer, unless different payment terms are otherwise agreed to and approved. 

2.2 Payment terms are as described on the PO acknowledgment for purchase order placed. If no payment terms are specified on the PO acknowledgment, payment terms shall default to NET 30 days from date of product shipment. 

2.3 Supplier will invoice Customer for each shipment. The amount invoiced will include the price of the Products plus all applicable taxes, packaging, transportation, insurance, and other charges. If all Products in Customer's purchase order are not shipped at the same time, Supplier will invoice Customer at the time of shipment only for the Products that are shipped. 

2.4 In addition to all other remedies available under RESURGENT’s terms and conditions or at law, which RESURGENT does not waive by the exercise of any rights hereunder, RESURGENT shall be entitled to suspend the delivery of any Products if Buyer fails to pay any amounts when due hereunder. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with RESURGENT, whether relating to RESURGENT's breach, bankruptcy or otherwise. If RESURGENT at any time determines, in its sole and absolute discretion, that Buyer is not financially sound or responsible or may be unable to pay in full and in a timely manner all amounts due to RESURGENT, RESURGENT shall have the right to require immediate payment in full in cleared funds prior to continuing work or incurring any further cost. Buyer must raise any dispute relating to an invoice within fifteen (15) days of the date of invoice. If Buyer’s dispute is held to be valid, RESURGENT shall credit Buyer the disputed amount. 

3. Delivery, Risk of Loss, and Title 

3.1 All products will be shipped EXWORKS Incoterms 2020, from location of manufacture. Risk of loss and title to Goods shall pass in accordance with the Incoterm selected for such Order. All shipping charges and expenses shall be paid by Buyer. If under separate written agreement, it is decided RESURGENT prepays shipping, insurance, or other related charges, Buyer agrees to reimburse RESURGENT promptly for such charges. 

3.2 Products held or stored by RESURGENT for the Buyer shall be at the sole risk of Buyer, and Buyer shall be liable for the expense to RESURGENT of holding or storing products at Buyer’s request. 

3.3 If applicable, RESURGENT shall make deliveries in installments and shall bill partial shipments as made. 

3.4 All products will be scheduled for shipment in accordance with RESURGENT’s applicable shipment sequence and RESURGENT will confirm in writing, and amend as appropriate, the shipment schedule. Under no circumstance shall RESURGENT be liable to Buyer for any delay either in shipment or in delivery. 

4. Inspection and Tests 

4.1 All Goods manufactured by RESURGENT are subject to RESURGENT’s standard inspection and quality assurance processes and, if applicable, acceptance testing at RESURGENT’s facility. Any additional requirements mutually agreed by the Parties in writing including, without limitation, Buyer's source inspection or additional testing required by Buyer, shall be at Buyer's sole expense. 

4.2 Source inspection by Buyer or Buyers’ customer must be stipulated in writing, at the time of ordering, and is subject to reasonable charges and safety and security conditions. Buyer shall have no right of access to RESURGENT plant except as specifically authorized in advance by RESURGENT. Buyer or Buyers’ agent shall indemnify and hold RESURGENT harmless from any and all suits, damages and expenses of Buyer, his agent or his customer resulting from personal injury including death or loss or damage of property occurring during, or in connection with, any visit to RESURGENT plant. 

5. Shipment 

5.1 Unless specific instructions to the contrary are supplied by the Buyer, RESURGENT will select the carrier and ship the products to the Buyer’s address indicated on Buyer’s purchase order using Buyer’s shipping account information. RESURGENT will not assume any liability in connection with the shipment nor constitute any carrier as its agent. Buyer shall be responsible for making all claims with carriers, insurers, warehouses and other for non-delivery, loss, damage, or delay. All claims for damage to the product or shortage must be made within thirty (30) days of shipment. 

5.2 All Products shall be packed and packaged in accordance with RESURGENT’s standard commercial packing and packaging methods. Any nonstandard or special packing or packaging requested by Buyer is subject to RESURGENT’s written agreement and shall be at Buyer’s sole expense. 

6. Offers and Acceptance of Buyer’s Order 

6.1 OFFERS. Unless stated otherwise in writing by RESURGENT, RESURGENT’s Offer shall be valid for thirty (30) days from the date of such Offer. Any extension to the validity period shall be at RESURGENT’s sole discretion. RESURGENT reserves the right to withdraw and/or revise the Offer at any time during the validity unless it is accepted by Buyer in its entirety. The prices offered by RESURGENT apply only to the specific details of the Offer, including quantities, specifications, statement of work, and delivery schedules and RESURGENT’s terms and conditions. 

6.2 RESURGENT offers to sell and deliver the products and services specified herein in accordance with the terms and conditions hereof. This offer expressly limits acceptance to the terms hereof and any additional or different terms proposed by the buyer are hereby objected to and rejected unless expressly assented to in writing by RESURGENT. 

6.3 RESURGENT’s Offer and any Order issued by Buyer to RESURGENT for Products, and any amendments thereto, are strictly limited to RESURGENT’s terms and conditions. Buyer’s issuance of an Order in response to RESURGENT’s Offer shall conclusively evidence Buyer’s unconditional acceptance of RESURGENT’s terms and conditions irrespective of any different terms and conditions included in Buyer’s Order and RESURGENT hereby rejects and shall not be bound by any terms or conditions in Buyer’s Order or other written communications that differ from, add to, or modify RESURGENT’s terms and conditions. RESURGENT’s terms and conditions shall govern and apply to Orders accepted by RESURGENT whether they are attached to RESURGENT’s Offer or referenced on RESURGENT’s website. RESURGENT’s failure to object to any terms and conditions or any other provisions contained in any communication from Buyer does not waive any of RESURGENT’s terms and conditions specified herein. 

7. Cancellation, Rescheduling, Returns and Modifications 

7.1 Any request for order cancellation, rescheduling, return or modification must be made in writing and such action must be approved in writing by an authorized agent of RESURGENT at its principal office in Georgia. Such requests are subject to processing charges as outlined below. 

7.2 Rescheduling. No rescheduling, quantity decreases, or pushouts can be made for orders due to ship less than 60 days before the original scheduled delivery date. 

7.3 Cancellation. 

7.3.1 If a cancellation request is received and approved by Resurgent more than 60 days before the original ship date, no cancellation charge or penalty is due from the Buyer. 

7.3.2 If the cancellation is received and approved by Resurgent 60 days or less before the original ship date, the Buyer shall pay to RESURGENT 100% of the purchase order, in addition to any charges for unearned discounts (bill back). 

7.3.3 For non-standard products, built to Buyer’s specifications or pursuant to RESURGENT’s design, Buyer shall have no right to cancel or reschedule the delivery of any such non-standard products. 

7.4 Returns. Buyer’s return of nonconforming or defective Products to RESURGENT is subject to RESURGENT’s then current return authorization process and procedures. Buyer shall promptly notify RESURGENT of any non-conformance or defects in Products and provide RESURGENT a reasonable opportunity to inspect and evaluate such Products. Buyer shall not return any products for any reason without the prior authorization of RESURGENT and issuance on a Return Material Authorization (RMA) number. The RMA number shall specify the terms and conditions upon which returns may be made. Returns made without obtaining prior authorization shall be returned to sender at Buyer’s expense. Products for which the seal of the anti-static shipping bag has been broken may not be returned. Products determined by RESURGENT to be nonconforming or defective and covered by RESURGENT’s warranty shall be replaced at RESURGENT’s expense and shall be returned to Buyer at RESURGENT’s expense. If any Products returned by Buyer are found not to be nonconforming or defective, Buyer shall be notified, and Buyer shall be liable for applicable inspection and evaluation charges. Such Products shall be returned to Buyer at Buyer’s expense. 

8. Installation 

8.1 RESURGENT assumes no obligation to install the products or to place them in operation at the Buyers premises, unless specifically stated in writing by an authorized agent of RESURGENT. 

9. Warranty 

9.1 RESURGENT warrants that each Product will be free of defects in material and workmanship for a period of one (1) year for its component products. The warranty commences on the date the product is shipped by RESURGENT. RESURGENT’s sole liability and responsibility under this warranty is to repair or replace (at its own discretion) any product which is returned to it by the Buyer and which RESURGENT determines does not conform to the warranty. If for any reason, RESURGENT cannot repair or replace such Product, RESURGENT will issue Buyer a credit for the original price of the defective Products. Product returned to RESURGENT for warranty service will be shipped to RESURGENT at Buyer’s expense and will be returned to Buyer at RESURGENT expense. In no event shall RESURGENT be responsible under its warranty for any defect which is i) caused by negligence, misuse, mishandling, or mistreatment of a product, ii) improperly stored, installed, operated, or maintained or iii) for any unit which has been altered or modified in any way from its original state. The warranty of replacement shall terminate with the warranty of the product. 

10. Warranty Disclaimer 

10.1 THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PART1CULAR PURPOSE EXCEPT AS THUS PROVIDED, RESURGENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

11. Intellectual Property Rights Indemnity 

11.1 RESURGENT agrees to indemnify and defend Buyer against any claim that a product, as delivered, infringes a United States Patent, United States copyright, United States trademark or other United States intellectual property right, provided RESURGENT is promptly advised of any such claim or action and has sole control of the defense of any such action and all negotiations for its settlement or compromise. If at any time use of the product is enjoined or is discontinued because of a settlement, RESURGENT shall have the right, but not the obligation, at its sole option and expense, to either produce for Buyer the right to continue using the product, replace or modify the product so that it becomes non-infringing or grant Buyer a credit for the product as depredated, and accept its return. RESURGENT shall not have any liability to Buyer if the infringement or other violation of a third party right is based in any way upon(i) the use of products in combination with other components, equipment or software not furnished by RESURGENT;(ii) use of a product in practicing any process; (iii) any product which has been modified or altered; (iv) the manner in which the product is used even if RESURGENT has been advised of such use; or (v) RESURGENT’ compliance with the Buyer’s designs, specification or instructions. In no event shall RESURGENT’s total liability to Buyer under this section exceed the aggregate sum paid to RESURGENT by Buyer for the products hereunder. 

12. Indemnification 

12.1 Unless otherwise expressly provided in writing signed by both parties, RESURGENT does not indemnify, nor does it hold Buyer harmless, against any liability, losses, damages, and expenses (including attorney’s fees) relating to any claim whatsoever, including without limitation, claims for personal injuries, death or property damage related to the products sold hereunder. 

13. Proprietary Rights 

13.1 RESURGENT shall retain all right, title, and interest in and to any licenses, data, information, software programs, tools, specifications, templates, scripts, ideas, concepts, inventions, works of authorship, products, know-how, processes, techniques, and the like used or developed by RESURGENT or its employees in connection with Buyer’s Order. Buyer agrees that RESURGENT retains all proprietary rights to all products, specifications, designs, discoveries, inventions, patents, copyrights, trademarks, trade secrets, and other proprietary rights relating to Products. 

14. Substitutions and Modifications of Specifications 

14.1 RESURGENT assumes the right to make substitutions and modifications in the specifications of any of the products or parts thereof sold by RESURGENT provided such substitutions or modifications will not materially affect the performance of such products. 

15. Assignment 

15.1 This contract is not assignable by Buyer and any attempt to assign any rights, duties or obligations arising hereunder shall be void. 

16. Force Majeure 

16.1 RESURGENT shall not be liable for any loss or damage resulting from any delay in delivery or failure to give notice of delay when such delay is due to any cause or event beyond RESURGENT’s control, including, without limitations, acts of nature, unavailability of supplies or sources of energy, riots, wars, fires, strikes, labor difficulties, delays in transportation, delays in delivery or defaults by RESURGENT’s vendor or acts or omission of the Buyer. In the event of delay due to any such cause, time for delivery shall be extended for a period of time equal to the duration of such delay and the Buyer shall not be entitled to refuse delivery or otherwise be relieved of any obligations as a result of the delay. If, as a result of any such cause, any scheduled delivery is delayed for period in excess of one-hundred-twenty (120) days, RESURGENT or Buyer shall have the right by written notice to the other to cancel the order for the products subject to the delayed delivery without further liability of any kind. 

17. Limitation of Liability 

17.1 IN NO EVENT WHETHER AS A RESULT OF CLAIMS IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL RESURGENT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES DUE TO ANY CAUSE WHATSOEVER. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST RESURGENT MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS ACCRUED. IN NO EVENT SHALL THE ACCRUED TOTAL LIABILITY OF RESURGENT FROM ANY LAWSUIT, CLAIM, WARRANTY, OR INDEMNITY EXCEED THE AGGREGATE SUM PAID TO RESURGENT BY BUYER UNDER THE SPECIFIC ORDER TO WHICH SUCH SPECIFIC LAWSUITS, CLAIMS, AND WARRANTY OR INDEMNITY RELATES. 

18. Waivers 

18.1 All rights and remedies of RESURGENT hereunder shall be cumulative and may be exercised singularly or concurrently. In the event that either party shall on any occasion fail to perform any term herein and the other party shall not enforce that term, failure to enforce on that occasion shall not prevent enforcement on any other occasion. 

19. Governing Law 

19.1 This Contract is made in, governed by and shall be construed in accordance with the laws of Delaware. If the products purchased hereunder are purchased by a Buyer residing in a country other than the United States, then parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from this Contract. 

20. Exports 

20.1 RESURGENT’s obligations are subject to the export administration and control laws and regulations of the U.S. government. Buyer certifies that it will not export or re-export the products furnished hereunder unless it complies fully with all liens and regulations of the United States relating to such export or re-export, including but not limited to applicable U.S Administration rules and regulations. Buyer is responsible for determining the correct export classification of any item at the time of export. 

21. Federal Contract Terms 

21.1 In any contract entered into with the federal government, or in any contract entered into with any other party, which is a subcontract or at any tier of one entered into with the federal government only those clauses of the federal acquisition regulations which the regulations themselves mandate for a party in RESURGENT’s position, given all relevant limitations including RESURGENT’s status as a customer or a subcontractor and the size and type of contract, shall apply; and 

21.2 RESURGENT retains proprietary rights in all technical data and computer software provided under such contract. Only limited rights or restricted rights are provided to the federal government under the narrowest provision of those rights that the regulations allow, and no rights (including rights of audit of RESURGENT’s cost or pricing data) are provided to any other party, including the prime contractor or any higher tier subcontractor. 

22. Unintended Use in Applications and Lawful Use 

22.1 Products sold by RESURGENT are not designed, intended, or authorized for use in life support, life sustaining, or nuclear applications / equipment where malfunction of the Product can reasonably be expected to result in personal injury, loss of life, or catastrophic property damage (“Unintended Use”). If Buyer uses or sells such Products for use in any such unintended applications, Buyer acknowledges that such use or sale is at Buyer’s own risk and agrees to indemnify and hold harmless RESURGENT from any and all damages, claims, suits, or expense resulting from such use. 

22.2 Buyer warrants and represents that all Products purchased by Buyer from RESURGENT shall be used only for or in connection with lawful purposes and that such use shall strictly comply with all applicable laws and regulations of all jurisdictions in which the Goods are purchased, resold, integrated, or used. 

23. Dispute Resolution 

23.1 If a dispute arises out of or relates to these Terms and Conditions, or the breach thereof, and if the dispute cannot be settled through negotiation, the Parties shall first try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. Any such dispute not resolved through mediation, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Disputes involving international Customers not resolved through mediation shall be settled in an arbitration proceeding in Alpharetta, Georgia USA in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. 

24. Entire Agreement and Amendments 

24.1 The terms and conditions herein, constitute the entire Contract between the parties and supersede all previous communications, whether oral or written. Any changes to this contract may be made only upon mutual agreement of the parties in writing. 

25. Miscellaneous 

25.1 These Terms and Conditions may periodically be changed by RESURGENT and Buyer agrees to periodically review these Terms and Conditions for any changes or amendments and abide by those changes and amendments in subsequent orders. 

25.2 Buyer may not assign its obligations or rights under an order or these Terms of Sale without the express prior written consent of RESURGENT. 

25.3 Any representation, warranty, course of dealing or trade usage not contained or referenced herein shall not be binding on RESURGENT. 

25.4 RELATIONSHIP OF THE PARTIES. Each Party is an independent contractor. Neither Party shall have authority to bind the other except to the extent authorized herein. Any such Orders between the Parties are not intended to constitute or create a joint venture, partnership, or formal business organization of any kind. The Parties shall act as independent contractors at all times, and neither Party shall act as an agent for the other. 

Disclaimers:

1. Parts are subject to prior sale. 

2. Parts are Non-Cancellable, Non-Returnable ("NCNR") - Please ensure this is clearly stated on the purchase order.

3. All orders are subject to a $500 line-item minimum.

4. Customer is responsible for freight - Please provide your preferred carrier, account number, and method of with your order.

5. Wire Fee: $25.00 per order (if paying by wire). Credit card fees apply.

6. Flip Incoterms are Ex Works (EXW) Sellers Dock - Please specify this on the purchase order.

Notwithstanding anything to the contrary in any document relating to this quote, any product sold or service provided by Flip Electronics is subject only to the Terms & Conditions located on Flip's website.

Foundation:

On August 22, 2012, the Securities and Exchange Commission issued its final rule regarding the sourcing of conflict minerals under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”). The rule outlines reporting requirements on publicly traded companies subject to the SEC under section 13(a) or Section 15(d) of the Exchange Act. This includes a requirement to report annually the presence of conflict minerals originating in the Democratic Republic of the Congo (“DRC”) or adjoining countries (“Covered Countries”) in the products they manufacture or contract to manufacture whereby the conflict minerals are necessary to the functionality or production of a product. These “Conflict Minerals” include:  Coltan (columbite tantalite) and its derivatives (Tantalum); Cassiterite and its derivatives (Tin); Wolframite and its derivatives (Tungsten); and Gold.

Flip Electronics Policy:

Although Flip Electronics is a privately held company, and therefore exempt from these government regulations, we fully embrace our responsibility as participants in the electronics supply chain and the importance of fighting human rights violations through Section 1502 of the U.S. Dodd-Frank Wall Street Reform Act, Rule 13p-1 under the Securities and Exchange Act, and EU Directive 2017/821.  

As a distributor of electronic components and parts, Flip Electronics does not engage in any manufacturing activities or value-added services that require the acquisition of raw materials that may be subject to the referenced legislation. Nor do we maintain or provide conflict mineral information on any products manufactured by our supply partners that pass-through our hands. Since the manufacturers are the definitive source of accurate information regarding substances and chemicals, including any conflict minerals, used in the manufacture of their products, Flip Electronics maintains that to obtain such information for pass-through parts customers will have to obtain the information directly from the manufacturers. Flip Electronics cannot certify the accuracy of technical information provided by any third party and cannot be held liable for such information. We thank you for your continued support.  

1) Counterfeit Prevention Process Development

a) Flip Electronics is committed, as an organization, to being an active partner in mitigating and preventing the sale, propagation, and trafficking in counterfeit and fraudulent parts. We are also committed to providing our customers with product that meets all of their requirements. To accomplish these commitments, we have developed several internal processes and procedures. These are outlined below.

b) Flip Electronics personnel have been major contributors to the creation and current revision of the IDEA-STD-1010 standard, “Acceptability of Electronic Components Distributed in the Open Market”. Flip Electronics has implemented the IDEA Inspection Process into its QMS for all open market incoming material. Flip incorporates the IDEA-1005-D “Inspection Process Guidelines Check List” into its internal process controls.

c) Flip Electronics’ Director of Quality was an active participant in and involved with the G-19D Sub-Committee responsible for the development of the Counterfeit Mitigation Standard (AS6081) to be used by distributors.

2) Supplier Certification

a) Flip Electronics believes that counterfeit prevention begins with the supplier certification process and implements the necessary safeguards to proactively mitigate its risk by effectively managing its supplier base.

3) Incoming Material Inspection Processes

a) Flip Electronics holds to the philosophy that counterfeit prevention is not limited to the scope of the quality department, but that responsibility for prevention belongs to the entire organization. To maintain effective counterfeit mitigation and compliance with industry best practices Flip Electronics’ incoming material inspection processes reflect that philosophy through the following:

i) Sales:

(1) Flip Electronics stresses the critical importance of gathering all data from its customers necessary to best determine their requirements and document those requirements to ensure proper flow-down through every level of the organization.

ii) Purchasing:

(1) Flip Electronics limits the scope of its purchasing to a trusted supplier base that is regularly audited to maintain the high-standards customers expect. 

iii) Product Verification:

(1) Initial inspections are performed upon receipt of material to verify purchased product is consistent with customer requirements and that all required documentation and traceability required by customers as well as statutory and regulatory requirements are Doc-14 01/26/2017 G. Beckstedt satisfactorily met.

(2) All parts received undergo a strict multi-tiered quality inspection process that includes the following, based on customer requirements:

(a) Packaging, labeling, and documentation 

(b) Visual inspection under high-powered microscopy

(c) Resistance to solvents testing

(d) Mechanical measurements

(e) X-Ray Analysis

(f) XRF Analysis

(g) Solderability testing

(h) Heated solvents testing

(i) Decapsulation and Die Analysis

4) Containment of Non-Conforming Product

a) At any step in the inspection processes listed above, products may be identified as nonconforming. Products are considered non-conforming if any of (but not limited to) the following conditions apply:

i) Customer purchase order requirements have not been met

ii) Statutory and/or regulatory requirements have not been met

iii) Failure at incoming inspection (e.g. wrong part received, parts not received with required traceability, parts damaged)

iv) Failure at quality inspection (e.g. reworked parts, sub-standard parts, fraudulent parts, suspect counterfeit parts, etc...)

v) Failure at final inspection (i.e. re-verification of customer and regulatory requirements against parts received for shipment)

b) Non-Conforming Product Process (SOP-15 ‘Control of Non-conforming Product’)

i) Any material that is identified as non-conforming is immediately quarantined pending verification.

ii) All stakeholders are notified of the non-conformance for appropriate action.

iii) A comprehensive report is generated with full descriptions of observations made, along with test data and photographic evidence detailing the non-conforming condition.

iv) The non-conforming parts are held in a designated non-conforming area until final disposition can be determined by the Material Review Board.

v) The responsible supplier is notified of the non-conformance. Depending on the severity and/or frequency of occurrences with the responsible supplier, a supplier corrective action request is made and the supplier’s certification is re-evaluated.