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Anritsu Online Store Terms of Use (For Businesses)

Chapter 1 General Provisions

Article 1.1 (Purpose of These Terms)

These Terms and Conditions establish the conditions governing the business-to-business internet shopping service operated by Anritsu Infivis Inc. ("the Company") within the United States, including the sale of goods and other transactions (hereinafter referred to as "Transactions") conducted with the Company (collectively, the “Service”). This Service is not intended for use by general consumers and should not be accessed outside the scope of your performance of your duties for the Member.

Article 1.2 (Definitions)

The meanings of terms used in these Terms are as defined in the following items.

  1. "Customer" or “you” refers to you, the user of this site.
  2. "Member" refers to a business entity for which the Company has completed membership registration.
  3. "Site" refers to the website providing the Service.
  4. "Products" means goods sold by the Company to Members through this Service.

Article 1.3 (Scope of These Terms)

  1. These Terms apply to the Customer’s and Member’s use of the Service, including all Transactions conducted through the Service..
  2. By accessing, browsing, or using this Site or the Service, or by placing an order, the Customer (i) acknowledges that they have read, understood, and agree to be bound by these Terms, whether or not the Customer has completed member registration, and (ii) represents that they are authorized to accept these Terms on behalf of the Member. By signing up, accessing, or using the Service, Customer indicates its and the Member’s acceptance of these Terms and agreement to be bound by the terms and conditions of these Terms. If the Customer or Member does not agree to these Terms, they must immediately discontinue use of this Site and the Service.
  3. The Company may establish contracts, special agreements, or other individual terms and conditions (hereinafter referred to as "Individual Terms") between the Company and the Member, in addition to these Terms, as necessary to ensure the smooth operation of the Service and Transactions. In such cases, the Individual Terms shall constitute a part of these Terms.
  4. If there is any conflict between the content of these Terms and the content of the Individual Terms, the Individual Terms shall take precedence over these Terms. In addition, if there is any conflict between the content of these Terms and the content of a signed, written agreement between Company and Member regarding the Product or Transaction, the terms of the signed, written agreement shall take precedence over these Terms.
  5. These Terms are the exclusive terms governing all purchases through this Site. Any conflicting terms in any Member purchase order, acknowledgment, or other document are rejected and have no effect. The Company's fulfillment of an order does not constitute acceptance of any Member terms.

Article 1.4 (Amendment of These Terms)

The Company may amend these Terms as necessary.

When amending these Terms, the Company shall specify the effective date of the amendment and shall notify users of the amendment, the content of the amended Terms, and the effective date via the Site or other appropriate means, such as email.

For any material amendment affecting pricing, payment terms, order conditions, or Members' substantive rights, the Company shall provide at least thirty (30) days' advance written notice prior to the effective date of such amendment. No amendment shall alter the terms governing any order placed and accepted before the effective date of the amendment.

Article 1.5 (Service Content)

  1. Members may purchase products through the Service in accordance with these Terms based on the conditions stated on this Site (including but not limited to specifications, prices, features, estimated shipping dates, and usage precautions).
  2. The Service and Transactions are limited to the United States. Delivery to a non-US address is not supported.

Chapter 2 Members

Article 2.1 (Member Registration)

  1. Members may use the Service and conduct Transactions by agreeing to these Terms and completing the membership registration process as prescribed by the Company.
  2. The Company shall conduct its prescribed screening of persons seeking registration as members (hereinafter referred to as “Applicants”). Furthermore, the Company shall not approve an Applicant as a member if it determines that the Applicant is not qualified. In such cases, the Company shall have no obligation to disclose the reasons for such determination to the Applicant.

Article 2.2 (Changes to Registered Information)

  1. If there are changes to the registered Member information, the Member shall notify the Company using the method specified by the Company.
  2. If Member fails to notify Company as described in the preceding paragraph, they may be unable to use the Service. In such cases, the Company shall bear no responsibility whatsoever.

Article 2.3 (Withdrawal and Registration Cancellation)

  1. If Member wishes to withdraw, they shall notify the Company of their withdrawal in accordance with the method specified by the Company. Upon receiving such notification, the Company shall process the cancellation of the Member registration. The Member’s registered status shall terminate upon completion of this registration cancellation.
  2. If the Company determines that Member or a Customer fall under any of the following categories, the Company may take necessary measures, including deleting the Member's or Customer’s registration, suspending use of the Service, or terminating the contract. In such cases, Member and all associated Customers shall lose the benefit of any payment terms for all debts incurred through the Service and the Transactions and shall be obligated to pay the full amount immediately.
    1. Violation of any provision of these Terms
    2. If payment of any debt arising from the Service or Transactions is delayed or neglected
    3. If any of the following legal proceedings are filed against the Member: attachment, provisional attachment, provisional disposition, compulsory execution, bankruptcy, commencement of bankruptcy proceedings, civil rehabilitation, liquidation, appointment of a trustee, or similar proceedings
    4. If the Member's financial condition deteriorates, or if objective circumstances reasonably indicate such a risk
    5. If the Member or its affiliates/related parties are determined to be organized crime groups, organized crime syndicates, or other antisocial forces
    6. If the member engages in bribery, corruption, or other misconduct in violation of the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, the Japan Unfair Competition Prevention Act (UCPA), or other applicable laws and regulations of any country
    7. If the Member engages in conduct that violates applicable laws, regulations, or public policy in the United States or other countries
    8. If the Member is determined to have violated or is deemed likely to violate export control laws and regulations (including but not limited to the U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR))
    9. Other cases where the Company reasonably determines that the Member is inappropriate as a Member

Article 2.4 (Management of Member ID and Password)

  1. Customers shall set their account ID and password using the method specified by the Company.
  2. Member shall manage their Customers IDs and passwords at its own risk. Any actions taken using the ID and password of a Customer belonging to Member’s organization shall be deemed the actions of Member and the Customer holding that ID. Member and Customers shall not allow third parties to use their ID and password, nor shall they disclose, lend, transfer, change the name on, pledge, or otherwise use them as collateral.
  3. The Company shall not be liable for any damages incurred by a Member or Customer arising from the leakage or unauthorized use of an ID and password, except in cases attributable to the Company's fault. If the Company suffers damages due to the leakage or unauthorized use of an ID and password attributable to the Member account, the Company may claim compensation from the Member for such damages.
  4. If an ID is used without the Member's permission, or if the ID and password are leaked to a third party, the Member shall immediately notify the Company.

Chapter 3 Terms and Conditions for Product Transactions

Article 3.1 (Sales Contract and Product Ordering Method)

  1. Customers may place orders for products on behalf of Members through this website after completing registration with the Company. When placing an order, the Customer ID and password must be entered.
  2. Product orders placed using a Customer ID and password shall be deemed a formal and valid expression of intent by the Member and shall be treated as a legitimate order.
  3. The sales contract is formed when the Member confirms the order and the Company receives said order. At the time of formation, payment processing will be performed on the credit card designated by the Member or Customer.
  4. The Company may cancel the sales contract if the supply of the Product becomes impossible due to product shortage, discontinuation of production, or other exceptional circumstances. In such cases, the Company will promptly notify the Member via email or other means and refund the full amount if any payment has already been made.
  5. The Company reserves the right to refuse, cancel, or limit any Transaction at its sole discretion for any reason, including but not limited to product availability, pricing errors, suspected fraud, suspected violations of these Terms, credit concerns, unusual order quantities, or suspected export control violations. If a Transaction is cancelled after payment has been processed, the Company will refund the amount paid for the cancelled order but shall not be liable for any other damages or losses arising from such refusal or cancellation.

Article 3.2 (Payment Conditions)

  1. Members shall pay the full amount for the Products at the time of order confirmation using the method specified by the Company (credit card payment or other methods explicitly approved by the Company).
  2. If payment processing is not authorized, the Company shall invalidate the order and shall not ship the Products.

Article 3.3 (Product Delivery and Transfer)

  1. The number of days required for shipping the goods shall be based on the estimated shipping date stated on the Site at the time of the Transaction. However, this may vary depending on the inventory status of the goods, supply conditions, or other reasons. Members shall agree to this in advance.
  2. Company cannot guarantee specific arrival dates or times if there are errors or omissions in the order details, input errors, or if delivery is delayed due to force majeure (weather, traffic conditions, disasters, holiday periods, etc.).
  3. Due to the Customer’s internet connection environment, there may be a difference between the time the order is sent and the time it is received by Company. In such cases, the time of receipt by Company shall be considered the order time.
  4. Delivery to the Customer shall be deemed complete upon delivery of the Products to the shipping carrier.
  5. Product delivery is limited to addresses within the United States. However, Company does not ship to P.O. Boxes, airport counters, station counters, or forwarding service providers.
  6. Products will be shipped via the shipping carrier selected by the Customer (UPS or FedEx) at the time of placing the Transaction. Members may also use their own UPS or FedEx account. In such cases, shipping fees will not be calculated on this site and will be billed directly to the Member by the respective shipping carrier.
  7. Title to the Products and risk of loss shall pass to the Member upon delivery of the Products to the shipping carrier, regardless of shipping terms, freight payment responsibility, or whether the Member uses their own carrier account.
  8. For purposes of these Terms, 'business days' mean Monday through Friday, excluding weekends and public holidays observed in the United States. The Company processes and ships orders only on business days. Orders placed on non-business days, public holidays, or after the applicable daily cutoff time will be processed on the next business day. The daily cutoff time for order processing shall be determined by the Company and displayed on the Site and may be updated from time to time without prior notice.
  9. Any expedited shipping options (including but not limited to 'Next Day' delivery) refer to the transit time after the Products have been shipped, and do not guarantee same-day or next-day shipment.

Section 3.4 (Taxes and Shipping Fees)

  1. Members shall bear any applicable Sales Tax, Use Tax, or other related taxes associated with this transaction.
  2. Shipping charges will be incurred separately from the product price. Shipping charges are calculated based on the delivery method selected by the Customer on the Site or the shipping carrier account used by the Member.

Article 3.5 (Order Changes and Cancellations)

As a general rule, the Company does not accept changes, cancellations, returns, or exchanges of orders based on the Member's convenience. However, exceptions may be made if approved by the Company. In such cases, the Member must promptly notify the Company at the designated contact point.

Article 3.6 (Refusal of Acceptance, etc.)

If the Member refuses to accept the Product, or if delivery to the specified address becomes impossible due to circumstances attributable to the Member (including inability to receive due to absence), the sales contract for such Product shall be deemed terminated. In such cases, the Member shall be liable to compensate Company for damages incurred by Company, in addition to the amount equivalent to the Product’s price. However, this shall not apply if Company permits separate handling based on the Product’s nature, quantity, delivery conditions, etc.

Article 3.7 (Inspection of Goods)

  1. Member shall inspect the Products within seven calendar days of receipt to confirm the name, model, quantity, and check for damage, defects, or non-conformities. If any non-conforming goods are found, notification must be made within seven calendar days of receipt using the method designated by Company. When notifying Company, Member must clearly state the details of the non-conforming Products and the cause/circumstances of the defect, and promptly return them to the designated return address provided by Company.
  2. If the Member fails to notify the Company within seven calendar days of receipt, the Products shall be deemed to have passed inspection.

Article 3.8 (Action in Case of Non-Conformance)

If all or part of the Products fail the inspection under the preceding article, and the Company confirms and determines that the defect arose due to reasons attributable to the Company, the Company shall promptly deliver replacement Products (or deliver Products after repair), or, based on the Member's instructions, refund the price of the defective portion of such Products.

Article 3.9 (Revisions to Price, Specifications, etc.)

  1. The Company may, without prior notice, make revisions or changes to the price, specifications, features, estimated shipping date, minimum order quantity, etc., of the Products, or discontinue handling the Products ("Revisions").
  2. The Revisions shall be notified by changing the Product listing on this Site (including removal due to discontinuation) or by other means at the Company's discretion.
  3. If Member orders a product after such Revisions, the Member shall be deemed to have accepted the Revisions. However, minor revisions or changes that do not affect the Product's specifications or features (including changes to appearance or packaging) shall not be notified to Members or Customers.

Article 3.10 (Product Usage and Restrictions)

  1. The Product is a component or equipment intended for general commercial and industrial use (hereinafter referred to as "General Industrial Use") and is intended for use solely within that scope. Use in transportation equipment (automobiles, ships, aircraft, etc.), medical devices, household appliances, or other consumer applications is not permitted unless expressly approved in writing by Company.
  2. Sales and delivery of the Products are limited to the United States. Members shall not export, re-export, or transfer the Products outside the United States, wither directly or through a third party, without Company’s prior written consent.
  3. Should the Company specifically consent to a Member's export in the future, the Member shall be responsible for complying with the U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), U.S. Department of the Treasury Office of Foreign Assets Control (OFAC) economic sanctions regulations, and other applicable laws and regulations, and for obtaining any necessary licenses or approvals.
  4. Members shall comply with the specifications, intended use, conditions of use, and precautions stated on this site, as well as any manuals, labels, accompanying documents, or other markings provided with the products when ordering and using the products.
  5. Products shall not be resold to general consumers, incorporated into end-user products, or used for similar purposes, unless otherwise approved in writing by the Company.

Article 3.11 (Pricing Errors)

  1. Despite the Company's best efforts, Products on this Site may be listed at incorrect prices or with inaccurate information due to system errors or other mistakes.
  2. The Company reserves the right to correct any pricing or information errors at any time without prior notice.
  3. The Company may refuse or cancel any Transactions placed at incorrect prices, even after order confirmation or payment processing.
  4. If a Transaction is cancelled after payment has been processed, the Company will refund the amount charged for the cancelled Transaction.
  5. The Company is not obligated to sell any Product at an erroneous price, regardless of whether the order has been confirmed.
  6. The Company shall not be liable for any damages arising from pricing errors or order cancellations under this Article.

Chapter 4 Precautions for Service Use

Article 4.1 (Prohibited Acts)

  1. Members and Customers must comply with applicable network usage conditions, operating procedures, terms of service, and related regulations when using this Service. Members must not engage in, and must ensure all Customers do not engage in, the following acts:
  1. Using the Service for any purpose other than purchasing our Products
  2. Acts that infringe upon or may infringe upon the intellectual property rights (copyrights, trademark rights, patent rights, trade secrets, etc.) of the Company or third parties
  3. Acts that interfere with or disrupt the normal operation of servers or networks connected to the Service
  4. Any act that interferes with the operation of this Service by any means (e.g., hacking, reverse engineering, distribution of malware)
  5. Impersonating another person or entity, falsely representing oneself as an authorized representative of an organization, displaying false affiliations or partnerships, or obtaining multiple member IDs for fraudulent purposes
  6. Acts that violate these Terms or applicable laws (including U.S. federal and state laws), whether intentional or negligent
  7. Unauthorized use of an ID or password, or allowing a third party to use them
  8. Modifying, reproducing, distributing, publishing, or creating derivative works of information on the Site or Service without our consent
  9. Violating the U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), economic sanctions regulations, or other export control laws and regulations, or using the goods for illegal diversion purposes
  10. Modifying, altering, disassembling, reverse engineering, repairing, recalibrating, adding to, removing from, or otherwise changing any Product, in whole or in part, including its hardware, firmware, software, labeling, safety features, or any component thereof, without the Company's prior written approval. Routine operation, handling, and maintenance performed strictly in accordance with the Company's published manuals and instructions shall not constitute a modification for purposes of this clause

2 (Compliance with Export Controls)

  1. If the Company consents to export pursuant to Article 3.10(3), Members shall comply with all applicable laws and regulations at their own responsibility and expense, and shall not divert goods in violation thereof.
  2. All goods are subject to export control regulations under applicable U.S. law.
  3. Japanese-made goods may be subject to Japanese export control laws and regulations.

Article 4.2 (Installation and Maintenance of Equipment by Members)

  1. Members shall install and maintain, at their own expense and responsibility, the communication lines, internet connection contracts, computers, peripheral devices, software, and other equipment (hereinafter referred to as "Member Equipment") necessary to use this Service.
  2. Members shall operate their Member Equipment appropriately at their own expense and responsibility and access the Service through their chosen Internet Service Provider. The Company shall not be liable for any failure or damage arising from the Member Equipment or the Internet connection environment.

Article 4.3 (Notifications from the Company to Members)

Notifications from the Company to Members shall be made via posting on this Site, email, postal mail, or other methods deemed appropriate by the Company. Such notifications shall take effect upon dispatch by the Company.

Chapter 5 Handling of Information

Article 5.1 (Handling of Personal Information)

Use of this Site is subject to the Company’s Privacy Policy and Cookie Notice applicable to this Site, which are incorporated herein by reference. In the event of any conflict between these Terms and the Privacy Policy with respect to the handling of personal information, the Privacy Policy shall govern.

Company shall take the following measures:

  1. Payment data, including credit card information, shall be processed and stored by Company’s third party payment services provider in a manner compliant with PCI DSS and shall be appropriately encrypted.
  2. Customer’s personal information will be protected using industry-standard encryption technology.
  3. In the event of an incident such as data breach or unauthorized access, Company will promptly notify Member in accordance with applicable laws without undue delay.

Chapter 6 Intellectual Property Rights

Article 6.1 (Ownership of Intellectual Property Rights)

  1. All intellectual property rights related to the Service (including databases, product catalogs, the design/layout of this Site, screen configurations, product information, software, trademarks, logos, and other similar rights) and Products belong to the Company or third parties who have granted rights to the Company. Members shall not reproduce, modify, distribute, sell, publish, publicly transmit, or otherwise use these for commercial purposes without the Company's prior written consent.
  2. Members shall not use information obtained through this Service to provide services identical or competitive to this Service.
  3. If disputes, claims, or damages arise due to a Member's violation of this Article, the Member shall resolve them at their own responsibility and expense and shall not cause any damage or disadvantage to the Company.

Chapter 7: Changes, Interruptions, Discontinuation, etc.

Article 7.1 (Changes to the Service)

The Company may change all or part of the content of the Service without prior notice to customers.

Article 7.2 (Suspension of the Service)

The Company may temporarily suspend all or part of the Service without prior notice to Member or Customers in any of the following cases:

  1. When urgent maintenance, inspection, or updates to the Service are required
  2. When the provision of the Service becomes difficult due to circumstances such as fire, power outage, natural disaster, enactment or violation of laws and regulations, or labor disputes
  3. Other operational or technical reasons where the Company deems a temporary suspension necessary, or unforeseen circumstances where the Company determines provision of the Service is difficult

Article 7.3 (Discontinuation of the Service)

The Company may, at its discretion, suspend or discontinue all or part of the Service without prior notice to members. However, the Company shall endeavor to provide prior notice to the extent reasonably possible.

Chapter 8 Disclaimer etc.

Article 8.1 (Force Majeure)

The Company shall notify Member with reasonable effort if the provision of the Service or delivery of goods is delayed or becomes impossible due to natural disasters, acts of God, government regulations or orders, enactment, amendment, or repeal of laws or regulations, labor disputes, disruptions to transportation or communication networks, epidemics of infectious diseases, or other causes beyond the Company's reasonable control (hereinafter "Force Majeure Events"). The Company shall not be liable for any damage arising from such Force Majeure Events.

Article 8.2 (Non-Application of Consumer Protection Laws)

Products sold on this Site are provided solely for business use (B2B). U.S. consumer protection laws, state consumer rights laws, cooling-off regulations, and other laws targeting general consumers do not apply.

Article 8.3 (Disclaimer of Warranties; Limitation of Liabiilty)

  1. Except for the express warranty in Article 10, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, USEFULNESS, COMPATIBILITY, NON-INFRINGEMENT OR CONTINUOUS AVAILABILITY) REGARDING THE SITE, SERVICE, OR PRODUCTS.
  2. THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY MEMBERS OR THIRD PARTIES AS A RESULT OF THE SITE OR PRODUCTS PURCHASED THROUGH THE SERVICE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR TO THE EXTENT THAT THE COMPANY CANNOT BE EXEMPTED UNDER APPLICABLE PRODUCT LIABILITY LAWS OR OTHER APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EXPRESSLY DISCLAIM AND WAIVE ANY IMPLIED WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY (UCC § 2-314), FITNESS FOR A PARTICULAR PURPOSE (UCC § 2-315), AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE (UCC § 2-314(3)). This disclaimer is in addition to, and not in limitation of, the warranty disclaimers set forth in this Article 8 and in Article 10.
  3. If Member or a Customer uses the Products in violation of these Terms or usage guidelines, the Company shall bear no liability whatsoever, and such Member shall be liable to compensate the Company for any resulting loss, liability, claims, or damages.
  4. The Company does not guarantee the accuracy, safety, completeness, timeliness, or freedom from errors, viruses, or unauthorized access to the information on this Site or the security of this Service.
  5. THE COMPANY'S CUMULATIVE LIABILITY TO MEMBER SHALL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO THE CLAIM.

Chapter 9 Miscellaneous Provisions

Article 9.1 (Prohibition on Assignment of Rights and Obligations)

The Member may not assign, transfer, or pledge any rights or obligations under these Terms to a third party without the Company's prior written consent. Company may freely assign these Terms to an affiliate or in connection with a change of control or sale of all or substantially all of its business or assets without Member’s consent.

Article 9.2 (Governing Law)

All matters arising in connection with these Terms and the Service shall be governed by the laws of the State of Illinois, United States, excluding its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, the Service, or any Transaction, and the parties expressly opt out of and disclaim its application. The Uniform Computer Information Transactions Act (UCITA) shall also not apply.

Article 9.3 (Jurisdiction)

Any dispute arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the state or federal courts located in Chicago, Illinois, for the first instance. Notwithstanding the foregoing, either party may seek immediate injunctive or other equitable relief in any court of competent jurisdiction in the event of a breach or threatened breach of confidentiality or such party's intellectual property rights.

Section 9.4 (Good Faith Negotiation)

The Company and the Member shall negotiate in good faith and seek to resolve by reasonable means any matters not provided for in these Terms or any doubts regarding their interpretation.

Article 9.5 (Severability)

If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

Article 9.6 (Entire Agreement)

These Terms constitute an entire and exclusive agreement between the Company and the Member regarding the Service and supersede all prior oral or written agreements, understandings, and negotiations.

Article 9.7 (No Waiver)

The Company's failure to exercise any right under these Terms shall not be deemed a waiver of such right, and the Company may still exercise such right at any time.

Article 9.8 (Survival)

Those provisions of these Terms that by their nature should survive termination of the agreement (including, but not limited to, intellectual property rights, disclaimers, limitations of liability, governing law, jurisdiction, and indemnification obligations) shall remain in full force and effect after termination.

Article 9.9 (Limitation Period)

  1. Any claim or cause of action arising out of or relating to these Terms, the Service, any Products, or any Transaction must be filed within one (1) year after the cause of action accrues. Any claim not brought within this period shall be permanently barred; provided, however, that this shortened limitation period shall not apply to: (a) claims for personal injury or death; or (b) any claim for which applicable law prohibits contractual shortening of the applicable statute of limitations.
  1. This limitation period applies to the maximum extent permitted by applicable law, regardless of any statute of limitations or other law that would otherwise provide for a longer period.
  1. The limitation period cannot be extended by any acknowledgment of debt, partial payment, or other act or omission by the Company.

Article 9.10 (Waiver of Jury Trial and Class Action)

  1. WAIVER OF JURY TRIAL. THE COMPANY AND THE MEMBER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.
  1. CLASS ACTION WAIVER. The Company and the Member agree to bring any disputes solely in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Neither party may act as a class representative or participate as a member of a class of claimants.
  1. The parties acknowledge that they knowingly and voluntarily waive these rights. This Article shall survive termination of these Terms.

Article 9.11 (Indemnification)

  1. The Member shall defend, indemnify, and hold harmless the Company and its affiliates, and their respective officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred or assessed in connection with any third party claim arising out of or relating to: (a) the Member's breach of these Terms; (b) the Member's violation of applicable law; (c) the Member's use or misuse of Products; (d) the Member's violation of export control laws and regulations; (e) any third-party claims arising from the Member's possession, use, or operation of Products; and (f) any unauthorized modification of a Product in violation of Article 10. 5, including any resulting personal injury, property damage, regulatory action, fine, or penalty.
  1. The Company may participate in the defense of any such claim with counsel of its choosing at the Member's expense.
  1. The Member may not settle any claim subject to indemnification under this Article without the Company's prior written consent if such settlement would impose any obligation on the Company or adversely affect the Company's rights.
  1. The Member's obligations under this Article shall survive termination of these Terms.

Article 9.12 (Confidentiality)

  1. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with these Terms or the Service, whether disclosed orally, in writing, electronically, or by inspection, that is identified as confidential or proprietary at the time of disclosure or that, given the nature of the information or the circumstances of disclosure, a reasonable person would understand to be confidential. Confidential Information includes, without limitation, business plans, pricing, customer and supplier information, technical data, product specifications, software, know-how, and the terms of these Terms.
  1. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms by the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
  1. The Receiving Party shall: (a) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to its employees, affiliates, agents, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth in this Article.
  1. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided that, where legally permitted, it gives the Disclosing Party prompt written notice and reasonable cooperation to enable the Disclosing Party to seek a protective order or other appropriate remedy.
  1. Upon termination of these Terms or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, except that the Receiving Party may retain copies required by law or maintained in its routine electronic backup systems, which copies shall remain subject to the obligations of this Article.
  1. The obligations of this Article shall survive termination of these Terms for a period of five (5) years, except that Confidential Information constituting a trade secret shall remain subject to the obligations of this Article for so long as such information remains a trade secret under applicable law.

Chapter 10 Warranty

Article 10.1 Limited Warranty

The Company warrants that Products sold through this Site will materially conform in substance to their specifications for a period of 30 days from the date of shipment. This warranty shall be satisfied, at the Company's sole discretion, by repair, replacement, or refund of the purchase price of the affected Product. This warranty applies solely to purchases made through this Site and is independent of, and does not modify, extend, or supersede, any separate product warranty that may accompany the Products. In the event of any conflict between this warranty and a separate product warranty, the terms of the separate product warranty shall prevail over these Terms to the extent of such conflict.

Article 10.2 Warranty Exclusions

This warranty does not cover defects arising from the following causes:

  1. Damage resulting from use outside of general industrial applications, misuse, incorrect installation, modification, accident, or improper storage/maintenance
  2. Deterioration of consumable parts, normal wear and tears, or defects attributable to the product's lifespan
  3. Use not in accordance with manuals, instructions, or other guidance provided by us

Article 10.3 Limitation of Remedies

The remedies available to the Member under this warranty shall be limited to repair, replacement, or refund as specified in the preceding article, and are the sole and exclusive remedy for any breach of the warranty provided above.

Article 10.4 Modifications

  1. Any modification, alteration, or change to a Product made without the Company's prior written approval shall immediately and automatically void all warranties (express, implied, or statutory, to the maximum extent permitted by law) with respect to that Product, including the limited warranty set forth in Section 10.1. The Company shall have no obligation to repair, replace, refund, or support any Product that has been modified in violation of these Terms.
  1. Upon any unauthorized modification, all responsibility and liability for the Product's compliance with applicable laws, regulations, standards, and certifications (including, without limitation, product safety, electromagnetic compatibility, radio frequency, export control, environmental, and industry-specific requirements) shall transfer to and be assumed solely by the Member. The Member shall be solely responsible for obtaining any required re-certification, re-approval, or regulatory authorization for the modified Product, and shall not represent or imply that the modified Product retains any certification, approval, or endorsement of the Company or its affiliates.

Effective Date: June 29, 2026