Terms and Conditions

Key Information Regarding These Terms and Conditions

These Terms and Conditions form a legally binding agreement between Customer and Seller and may be referred to herein as either the "Terms and Conditions" or this "Agreement." Customer acknowledges and accepts these Terms and Conditions by purchasing from or placing an order with Seller, browsing or shopping on any Seller Website or Mobile Application (each a "Site"), requesting Products (the "Products"), or engaging Seller to provide or procure any Services (as defined herein).

These Terms and Conditions may be updated or modified at any time without prior notice, except that the Terms and Conditions posted on a Site at the time Customer places an order or executes a Statement of Work will apply to that specific order unless otherwise agreed in writing by Seller and Customer.

Customer agrees to receive electronic records, which may be delivered via web browser or e-mail applications connected to the Internet; individual consumers may revoke consent to receive electronic records or request records in non-electronic form by contacting Seller. Accessing electronic records requires Internet connectivity provided by an Internet access provider. Please consult your local provider for further details. Electronic signatures, or copies thereof sent electronically, shall have the same effect as physically signed documents.

Customer may issue a purchase order solely for administrative purposes. Any additional or conflicting terms included in such a purchase order are null and void. No prior dealings between the parties or usage of trade shall influence the interpretation of these Terms and Conditions, any purchase order, invoice, or any document signed and delivered electronically or in writing for the performance of Services other than Third Party Services (each, a "Statement of Work").

This Agreement embodies the complete understanding of the parties regarding its subject matter and supersedes all prior communications, agreements, or understandings, whether oral, written, electronic, or implied, concerning the matters addressed herein.

Governing Law

Title and Risk of Loss

If Customer provides its own carrier account or selects a carrier not regularly used by Seller, title to Products and risk of loss during shipment transfer to Customer upon delivery to the carrier (F.O.B. Origin, freight collect). For all other shipments, title and risk transfer upon delivery to the designated destination (F.O.B. Destination, freight prepaid and added). Software title remains with the applicable licensor(s), and Customer's use is subject to the corresponding license agreements.

Services

Customers may request services (collectively, "Services") from or through Seller periodically. Certain Services may be delivered by third-party providers, including, without limitation, manufacturer-provided extended warranty services, and are offered by Seller in the capacity of distributor or sales agent ("Third Party Services").

For Third Party Services, Customer acknowledges that the third-party provider is the contractual party, that such third party bears full responsibility for delivering the Services, and that Customer will look solely to the third-party provider for any claims, losses, or damages arising out of or related to the provision of such Third Party Services. Customer and Customer's Affiliates (defined below) hereby release Seller and Seller's Affiliates (defined below) from any liability or claims related to the purchase or provision of any Third Party Services. Any amounts, including but not limited to applicable taxes, associated with Third Party Services that may be collected by Seller will be collected solely as an independent sales agent. "Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party.

Where Services are procured pursuant to a Statement of Work, each Statement of Work incorporates these Terms and Conditions and constitutes a distinct agreement concerning the Services to be performed. Seller, or any of its Affiliates acting on behalf of Seller, may execute a Statement of Work. In the event of any addition to or inconsistency between the terms of a Statement of Work and these Terms and Conditions, these Terms and Conditions will govern, except as explicitly modified in the applicable Statement of Work with express reference to this Agreement. Each such modification will apply solely to that Statement of Work and not to any future Statements of Work.

Changes to the scope of Services in a Statement of Work must be made in writing and executed by duly authorized representatives of both parties. Seller shall have no obligation to begin work on any such change until it is agreed upon in writing and executed by both parties. All such modifications to the scope of Services shall be governed by these Terms and Conditions and the relevant Statement of Work. Each Statement of Work may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one single original document.

Cooperation

Beyond any specific obligations outlined in a Statement of Work, Customer agrees to collaborate with Seller in the delivery of Services by: (i) providing timely responses to Seller's requests for approvals or information, (ii) granting access to any information, materials, or systems reasonably requested by Seller as necessary or beneficial to perform the Services, including, without limitation, physical and electronic access to Customer's IT systems, and (iii) furnishing all Required Consents necessary for Seller to execute the Services.

"Required Consents" means approvals or permissions required to allow Seller, its Affiliates, and subcontractors to access, use, or modify Customer data or third-party products. Customer acknowledges that Service effectiveness relies on the accuracy and completeness of information provided and the knowledge and cooperation of Customer's Personnel designated to work with Seller.

Seller will comply with Customer's written security procedures and policies as communicated from time to time.

Access

Seller may deliver the Services at Customer's facilities, at Seller's own locations, or at other sites mutually agreed upon by Seller and Customer as suitable. When Services are performed on Customer's premises, Seller will endeavor to conduct such Services during Customer's standard business hours, unless otherwise agreed in writing by both parties.

Customer shall provide Seller with access to Customer personnel and any other resources (and, when Services are conducted at an alternate Customer-designated location, the personnel and resources available there) that Seller reasonably determines are necessary or helpful to deliver the Services.

When Services are conducted at Customer's premises or another Customer-designated location, Customer agrees to maintain sufficient insurance coverage to protect both Seller and Customer's property, and to indemnify and hold harmless Seller, its Affiliates, and their respective agents and employees from any losses, costs, damages, or expenses (including, without limitation, attorneys' fees) arising from product liability, death, personal injury, or property damage or destruction occurring at such location in connection with the Services, except where such loss, damage, or injury is caused solely by Seller's gross negligence or intentional misconduct.

Payment

Orders do not become binding upon Seller until formally accepted by Seller. Customer agrees to remit payment for the full purchase price of the Products plus shipping charges (to the extent shipping is not prepaid by Customer), including any shipping fees billed to Seller as a result of utilizing Customer's carrier account. Payment terms are determined at Seller's sole discretion.

For Services performed under a Statement of Work, Customer shall pay for Services in the amounts and according to any payment schedule specified in the applicable Statement of Work. If no schedule is provided, Customer shall pay for Services as invoiced by Seller. Invoices are due and payable within the period specified on the invoice, calculated from the invoice date, and subject to ongoing credit approval by Seller. Seller or its Affiliates, acting on Seller's behalf, may issue invoices to Customer.

Seller may invoice for partial shipments separately, and may invoice for all Services described in a Statement of Work or any portion thereof. Customer agrees to pay interest on all overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

Customer shall pay and indemnify and hold Seller and its Affiliates harmless from any applicable sales, use, transaction, excise, or similar taxes, and any India, state, or local fees or charges (including, without limitation, environmental or similar fees) imposed on, in connection with, or otherwise related to any Statement of Work, the Products, or Services. Any exemption from such taxes, fees, or charges must be claimed by Customer at the time of purchase with appropriate supporting documentation provided to Seller.

In the event of payment default, Customer shall be liable for all collection costs incurred by Seller, including court costs, filing fees, and attorney fees. Additionally, if payments are not received as specified herein, Seller reserves the right to suspend Services until payment is received. Customer grants Seller a security interest in the Products to secure full payment and authorizes Seller to file any financing statement necessary to reflect such interest.

Unless otherwise specified in an applicable Statement of Work, Customer shall reimburse Seller for all reasonable out-of-pocket expenses incurred in connection with performing Services, including, without limitation, travel and living expenses.

Export Sales

If this transaction involves the export of goods, technology, or software (including but not limited to commodities) subject to the Export Administration Regulations, such items have been exported from India by Seller in compliance with the Export Administration Regulations. Customer agrees that it will not divert, use, export, or re-export such items in violation of Indian law.

Customer expressly acknowledges and agrees that it will not export, re-export, or transfer such items to any individual, organization, or jurisdiction subject to Indian economic sanctions imposing comprehensive embargoes without first obtaining authorization from the Indian Government. Customer further expressly acknowledges and agrees that it will not export, re-export, or provide such items to any person or entity prohibited under Indian law, including but not limited to any individual or organization listed on the India Treasury Department's Specially Designated Nationals list or on the India Commerce Department's Denied Persons List, Entity List, or Unverified List.

Additionally, the manufacturer's warranties for Products exported from India may differ or may be rendered null and void for Products exported outside India.

Warranties

Customer acknowledges that Seller is not the manufacturer of the Products purchased under this Agreement, and the only warranties applicable are those provided by the manufacturer, not by Seller or its Affiliates. In acquiring the Products, Customer relies solely on the manufacturer's specifications and does not rely on any statements, specifications, photographs, or other depictions provided by Seller or its Affiliates.

Customer expressly waives any claims it may have against Seller or its Affiliates for product liability or alleged infringement of patents, copyrights, trade secrets, or other intellectual property rights ("Claim") concerning any Product and waives any right to indemnification from Seller or its Affiliates for any such Claim brought against Customer by a third party. Customer agrees that no employee of Seller or its Affiliates is authorized to make any warranty or representation not expressly stated in this Agreement.

Seller provides no warranties regarding compliance with laws or regulations affecting, without limitation, the manufacture, performance, sale, packaging, or labeling of the Products in the Customer's jurisdiction.

Customer further agrees and acknowledges that Seller does not warrant or guarantee that Products are suitable or intended for use in high-risk applications, including but not limited to aviation or automotive safety systems, navigation, life support, medical devices, nuclear facilities, or weapons systems, and Customer agrees to indemnify Seller for any use in such applications. Customer further agrees to review and follow all manufacturer disclaimers and restrictions regarding Product use in high-risk environments.

Seller warrants that Services will be performed in a professional and workmanlike manner. Customer's exclusive remedy, and Seller's sole liability under this warranty, shall, at Seller's option, be either (a) to use commercially reasonable efforts to re-perform any Services not in substantial compliance, or (b) refund amounts paid by Customer for Services not in substantial compliance, provided Customer notifies Seller in writing within five (5) business days following performance.

Customer acknowledges that no Seller or Affiliate representative may provide warranties beyond those in this Agreement or in a Statement of Work expressly amending the warranty.

Customer is solely responsible for daily backups and other data and software protection against loss, damage, or corruption. Customer assumes full responsibility for reconstructing data or software (including disk files and memory) lost, damaged, or corrupted during Services.

Seller shall not be liable for any delays in delivery or performance resulting from causes beyond its reasonable control, including but not limited to Product unavailability, carrier delays, fire, severe weather, power failures, labor disputes, acts of war or terrorism, embargoes, acts of God, or governmental acts or regulations. Any delivery or completion dates provided by Seller or stated in any Statement of Work or document are estimates only.

Pricing Information; Availability Disclaimer

Seller reserves the right to adjust pricing, Products, and Service offerings due to factors including, but not limited to, market fluctuations, discontinuation of Products, Product shortages, changes in manufacturer or supplier pricing, or errors in promotional materials. All orders are contingent upon the availability of Products and Personnel to perform the Services. Accordingly, Seller cannot guarantee fulfillment of Customer orders. Estimates provided by Seller for time and materials Services are intended for planning purposes only and do not constitute binding commitments.

Credits

Any credit issued by Seller to Customer must be applied within two (2) years from the issuance date and is only valid for future purchases of Products or Services. Credits or portions not used within this period will automatically expire and have no remaining value.

Limitation of Liability

Limited License

Customer's exclusive entitlement to the work output, materials, and other deliverables to be provided or developed (whether individually or collaboratively) in connection with the Services, including without limitation all inventions, discoveries, methods, processes, formulae, concepts, ideas, techniques, know-how, data, designs, models, prototypes, authored works, software programs, proprietary tools, analytical methods, and other information (regardless of whether such items are eligible for protection under patent, copyright, trade secret, confidentiality, or other proprietary rights) or identified during the execution of this Agreement and incorporated in such deliverables ("Work Product"), shall, upon full payment, grant Customer a non-transferable, non-exclusive, royalty-free license to utilize the Work Product exclusively for Customer's internal purposes.

Customer shall have no ownership, title, or other property rights in the Work Product and is expressly prohibited from using the Work Product for any purpose other than its internal use. Customer acknowledges that Seller may integrate intellectual property developed by third parties into the Work Product ("Third Party Intellectual Property"). Customer agrees that its rights to employ any Work Product containing Third Party Intellectual Property are subject to third-party rights and may be constrained by applicable agreements with such third parties.

Confidential Information

Each party acknowledges that it may become necessary to grant access to information of a confidential nature belonging to such party, its Affiliates, or a third party (hereinafter referred to as "Confidential Information") to the other party in connection with the performance of this Agreement and any Statement of Work. "Confidential Information" refers to any data or information, whether oral, written, or electronic, that the receiving party knows or has reason to know is proprietary or confidential and that is disclosed or made accessible in connection with this Agreement, including, without limitation, the terms and conditions of each Statement of Work.

Confidential Information shall not include information which:

• Becomes publicly available without any act or omission of the receiving party;
• Was already known to the receiving party or is lawfully obtained by the receiving party from a third party entitled to disclose it without a duty of confidentiality;
• Is independently developed by the receiving party's agents, employees, or subcontractors who have not had access to such information.

Where feasible, Confidential Information should be clearly marked or identified as such by the disclosing party at the time of disclosure or as soon as reasonably possible thereafter; however, the failure to label such information shall not constitute evidence that the information is not confidential or protectable.

Each party agrees to safeguard the other party's Confidential Information for a period of three (3) years from the date of disclosure, using at least the same degree of care it employs to protect its own confidential information of a similar nature, and in no case less than a reasonable standard of care. Access to the other party's Confidential Information will be limited to (i) those individuals engaged in performing this Agreement or the applicable Statement of Work who require such information to provide or receive the Products or Services or otherwise fulfill obligations hereunder, or (ii) the party's business, legal, and financial advisors, each under a duty of confidentiality.

Each party further agrees not to use the other party's Confidential Information for any purpose other than the business purposes contemplated under this Agreement and the applicable Statement of Work. Upon written request, the receiving party shall either return or certify the destruction of the disclosing party's Confidential Information.

If disclosure of Confidential Information is compelled by law, regulation, judicial, administrative, or governmental request, the receiving party shall promptly notify the disclosing party to allow it to seek a protective order or similar safeguards and shall make reasonable efforts to ensure confidential treatment of the disclosed information.

Return Privileges

Customer returns follow the original manufacturer's policies. Software or Services are non-returnable if packaging is opened, or, if delivered electronically, once licenses are downloaded. Damaged Products must be reported to ICS Customer Relations within fifteen (15) days of receipt.

Termination

Either party is entitled to terminate the execution of a Service or Statement of Work for cause if the other party fails to remedy a material default within the time frame specified herein. Any material default must be clearly identified in a written notice of termination. Following such notice, the party receiving it will, subject to the warranties set forth herein, have thirty (30) days to correct its performance, except that any monetary default must be remedied within ten (10) days.

If the default is not cured within the applicable period, this shall constitute grounds for immediate termination, unless the default is incapable of being remedied within the period, in which case the defaulting party will not be deemed in breach (other than for Customer's payment obligations) provided it made reasonable efforts to cure the default.

Upon termination of any Service or Statement of Work, Customer shall compensate Seller for all Services performed and costs incurred up to and including the termination date, including any termination fee specified in the relevant Statement of Work. Additionally, Customer will reimburse Seller for any direct or out-of-pocket demobilization costs or other expenses arising from the termination.

Upon termination, all rights and duties under this Agreement will automatically cease except for (i) any rights or claims accrued prior to termination, (ii) payment obligations, and (iii) obligations expressly or implicitly intended to survive termination, including, but not limited to, limitations of liability, indemnification, confidentiality, and licensing of Work Product, along with this survival provision.

Provisions Related to Custom Imaging

In connection with the delivery of Products or Services, if Customer requests that Seller perform installation of custom software images, Customer represents and warrants to ICS that: (a) Customer possesses full authority, rights, and legal capacity to permit the installation of the Software on the designated Equipment, including, if necessary, the transfer of Software from existing hardware, and is authorized to use the Software on such Equipment either as the owner, pursuant to valid license agreements, or by other lawful means; and (b) the installation and subsequent use of the Software on the Equipment will not infringe upon any copyright, license agreement, intellectual property right, or any other proprietary right applicable to the Software.

Customer assumes sole responsibility for restoring any data stored on disks, tapes, memory devices, or other media that may be lost, corrupted, or otherwise affected during the Software installation process. At ICS's sole discretion, if it determines that any representation or warranty provided by Customer is inaccurate or incomplete in whole or in part, ICS may, at its option, suspend or terminate the Software installation or request additional assurances, documentation, or security measures from Customer. Any termination by ICS does not relieve Customer from the obligation to pay for all services performed or to be performed under agreements with ICS.

Customer agrees to indemnify, defend, and hold harmless ICS, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, obligations, losses, damages, penalties, fines, costs, or expenses—including attorney fees and related costs—arising out of, related to, or in connection with: (a) any claim that the Software installation infringes any copyright, license, intellectual property, or other proprietary rights; (b) any inaccuracy, misrepresentation, or breach of warranty by Customer; or (c) any bodily injury, death, or property damage connected to the Software or its installation.

Arbitration

Any dispute, claim, or controversy—whether contractual, tortious, statutory, common law, equitable, intentional, preexisting, present, or future—arising from or relating to the Products, Services, interpretation or enforcement of these Terms and Conditions, any Statement of Work, or the breach, termination, or validity thereof, including relationships established hereunder (and to the extent permitted by applicable law, with third parties not signatories hereto), or any marketing, advertising, or promotional activity by Seller or its Affiliates (collectively, a "Claim") SHALL BE RESOLVED, AT THE ELECTION OF SELLER, CUSTOMER, OR ANY THIRD PARTY INVOLVED, SOLELY THROUGH FINAL AND BINDING ARBITRATION.

Arbitration, if elected, will be conducted in accordance with the Rules of the Indian Arbitration Association. Upon initiation of arbitration, neither Seller nor Customer shall have the right to litigate such Claim in court, demand a jury trial, or conduct pre-arbitration discovery, except as expressly allowed under the arbitration rules or by agreement of the parties. Customer further waives any right to act as a representative or participant in a class action concerning any Claim.

Notwithstanding any law provisions otherwise stated in these Terms and Conditions, this arbitration agreement is governed exclusively by the Indian Arbitration Act. Arbitration proceedings will be conducted exclusively in Hyderabad, Telangana. Any court with appropriate jurisdiction may enforce the award rendered by the arbitrator(s). Each party shall bear its own costs for legal representation, discovery, and research necessary for arbitration. The proceedings and outcomes of any arbitration shall be kept confidential.

Notwithstanding the foregoing, matters relating to the collection of amounts owed to Seller for Products or Services shall be exclusively subject to court proceedings and are not subject to arbitration.

Miscellaneous

Seller reserves the right to assign or subcontract all or part of its rights, obligations, or performance related to Product sales or Services, or to assign the right to receive payment, without Customer consent. Customer may not assign or transfer these Terms and Conditions, or any rights or obligations hereunder, without Seller's prior written approval. Subject to these restrictions, these Terms and Conditions shall bind and benefit the parties and their respective successors and permitted assigns.

No term, provision, or condition herein or in any Statement of Work shall be considered waived, amended, or modified unless such change is documented in writing and signed by both parties. The relationship between Seller and Customer is that of independent contractors; nothing herein creates an employer-employee, partnership, or joint venture relationship.

If any provision of this Agreement or any Statement of Work is deemed invalid, unenforceable, or illegal by a court of competent jurisdiction, the remainder of this Agreement or Statement of Work shall remain in full force and effect.

Notices must be in writing and shall be deemed received upon the earlier of actual delivery, three (3) days after mailing via postage-prepaid regular mail or airmail, or one (1) day after delivery by courier or facsimile.

Any delay or failure by a party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy for future enforcement.