Terms and Conditions

Alliance Memory, Inc. Terms and Conditions of Sale

1. Offer and Acceptance: These Terms and Conditions of Sale (“Terms”) govern Buyer’s purchase of products (“Products”) from Alliance Memory, Inc. (the “Seller”). Any purchase order or other document from Buyer that attempts to modify, supersede, or otherwise alter these Terms is rejected by Seller and has no effect. Buyer’s order constitutes acceptance of these Terms, which supersede any conflicting terms in Buyer’s purchase order. These Terms may only be amended or waived in a writing expressly stating such amendment or waiver and signed by an authorized representative of Seller.
2. Price and Payment: Prices are subject to change without notice and are quoted in U.S. dollars. Buyer is responsible for all applicable taxes (excluding Seller’s income taxes), transportation costs, duties, and other government-imposed fees. Payment is due upon delivery (COD) unless other terms are agreed in writing. Overdue invoices will accrue interest at the lower of 1% per month or the maximum rate permitted by law. Seller may require prepayment. No discounts are offered for advance payment.
3. Order Changes: Orders for standard Products may be canceled or rescheduled with 30 days’ prior written notice before the scheduled shipment date. Orders for non-standard Products require 90 days’ prior written notice. Orders for custom Products cannot be canceled, rescheduled, or returned. Seller, in its sole discretion, determines whether a Product is “non-standard” or “custom.” Buyer should confirm Product status with Seller before ordering.
4. Delivery: Delivery terms are EX WORKS Seller’s designated shipping point (INCOTERMS 2020). Title and risk of loss transfer to Buyer at the shipping point. Delivery dates are estimates, and Seller is not liable for delays. Seller may allocate Product supply in the event of shortages and is not liable for delays caused by events beyond its reasonable control (e.g., acts of God, force majeure). Seller may make partial shipments with Buyer’s consent (not to be unreasonably withheld). Delays in one shipment do not release Buyer from its obligation to accept and pay for other shipments.
5. Limited Warranty: Seller warrants Products will conform to published specifications and be free from manufacturing defects for one year from delivery. Buyer must provide written notice of defects within this period and return the Product prepaid according to Seller’s instructions. Seller will, at its option, repair, replace, or refund the purchase price of defective Products. This warranty does not cover damage from misuse, neglect, unauthorized modifications, or accidents. Developmental or experimental Products are sold “as is,” without warranty. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT FOR THE WARRANTY OF TITLE.
6. Intellectual Property Indemnity: Seller will defend and indemnify Buyer against third-party claims that Products infringe U.S. intellectual property rights (“Claims”). Seller will pay costs and damages finally awarded against Buyer in such Claims, and amounts agreed in a written settlement approved by Seller. Buyer must promptly notify Seller of any Claim, give Seller sole control of the defense and settlement, and provide reasonable assistance. If a Product is adjudged to infringe, Seller may, at its option, obtain the right to use the Product, modify or replace it, or refund the purchase price upon return. Seller is not liable for Claims arising from: (i) Buyer’s combination of Products with other products; (ii) Buyer-originated designs or specifications; or (iii) unauthorized Product modifications. THIS SECTION 6 STATES SELLER’S ENTIRE LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT.
7. Limitation of Liability: EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER’S LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE AFFECTED PRODUCT. NEITHER PARTY IS LIABLE FOR LOST PROFITS, REWORK COSTS, OR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. THESE LIMITATIONS ARE A FUNDAMENTAL PART OF THE BARGAIN BETWEEN THE PARTIES.
8. Export Controls: Buyer will comply with all applicable export laws and regulations. Buyer is responsible for obtaining any necessary export or re-export licenses.
9. Governing Law: These Terms are governed by the laws of California, without regard to its conflicts of law rules. The parties consent to jurisdiction and venue in the California courts in San Mateo County. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
10. Force Majeure: Seller is not liable for delays or non-performance caused by events beyond its reasonable control (e.g., war, civil unrest, natural disasters).
11. Statute of Limitations: Any action by Buyer must be commenced within one year of Product delivery or the date the cause of action arose, whichever is earlier.
12. Life Support Applications: Products are not authorized for use in life support devices or systems without Seller’s express written approval.
13. Military and Aviation Applications: Products are not authorized for use in military or aviation applications.
14. Entire Agreement: These Terms constitute the entire agreement between the parties and may only be modified in writing signed by both parties.