1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance in writing by Keynote or a duly authorized agent of Keynote. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by Keynote may be cancelled by Customer upon written consent of Keynote provided such order is not “NC/NR” or “Non-Cancelable/Non-Returnable”, “Non-Standard Products” or governed by a mutually signed Purchase Agreement Letter. Non-Standard Products are defined as Products that are special orders, custom orders, orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancelable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which Keynote may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by Keynote, and shall be paid by Customer to Keynote. Customer requests to reschedule are subject to acceptance by Keynote in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by Keynote to the shipment carrier. Keynote reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice.

1a.Returns
Returns are normally accepted when completed within 30 days of the ship date. If Keynote agrees to accept a return, return freight charges must be prepaid by customer. Keynote will not accept COD shipments. All items must be in the original packaging and in resalable condition. Customer should contact a sales representative for a Return Materials Authorization Number and addressing instructions prior to returning product. Any ESD sensitive product returned that has not been handled properly will not be eligible for credit. The foregoing statements concerning Returns do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (See the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these terms.)

2. PRICES
Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by Keynote and will be applicable for the period specified in Keynote’s quote. If no period is specified, quoted prices will be applicable for thirty (30) days. Prices shown in the catalog are subject to change without notice. Prices are subject to increase in the event of an increase in Keynote’s costs or other circumstances beyond Keynote’s reasonable control. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and broker’s fees, bank fees, consular fees, and document fees.

3. TERMS OF PAYMENT
All payments must be made in the currency billed on the original invoice.

Credit cards accepted include major credit cards, and major bank debit cards including MasterCard, VISA, Discover, and American Express. Credit Card billing information must be verified on new customers prior to shipment of order. Payment via net thirty (30) days is available to businesses, schools, and agencies with three references or as otherwise specified by Keynote.

Prepaid Wire Transfer/EFT/Proforma: Customers can wire the funds to our bank. After your order is placed we will e-mail a Proforma invoice which includes our bank information, the merchandise total and shipping charges. We will reserve stock for your order for 72 hours on orders awaiting funds. Orders will be canceled after 20 business days if funds have not been received. Customer is responsible for duties and taxes.

3.1 TERMS OF PAYMENT
For All Orders
Customer agrees to pay the entire net amount of each invoice from Keynote pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by Keynote, which may in its sole discretion at any time change the terms of Customer’s credit, require payment in cash, bank wire transfer/EFT or by official bank check, and/or require payment of any or all amounts due or to become due for Customer’s order before shipment of any or all of the Products. If Keynote reasonably believes that the Customer’s ability to make payments may be impaired or if Customer fails to pay any invoice when due, Keynote 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 for any Products already shipped and all Non-Standard Products ordered by Customer. Customer agrees to submit such financial information as Keynote may reasonably require for determination of credit terms and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by Keynote against any obligation owing by Customer to Keynote under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer’s liability for any additional amounts owing by Customer to Keynote. The acceptance by Keynote of such check will not constitute a waiver of Keynote’s right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, Keynote may pursue any legal or equitable remedies, in which event Keynote will be entitled to reimbursement of costs for collection and reasonable attorneys’ fees. There is a $25 (USD) service charge on all returned checks.

4. SALES TAX
Domestic (USA) Shipments
When required by law Keynote will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer’s shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless customer is tax exempt and Keynote has a valid signed tax exemption certificate on file.
INTERNATIONAL Shipments
All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.

5. DELIVERY AND TITLE
All shipments by Keynote are F.O.B. point of shipment from Keynote’s facility and, unless agreed otherwise in writing, the amount of all transportation charges will be paid to Keynote by the Customer in addition to the purchase price of the Products. Subject to Keynote’s right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Keynote will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery date(s). Customer acknowledges that delivery dates provided by Keynote are estimates only and that Keynote will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Keynote unless specifically designated by Customer. Keynote reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.

6. KEYNOTE’S LIMITED WARRANTY AND RELATED REMEDIES/DISCLAIMERS
6.2 This Agreement does not apply to software. The warranty, if any, for Software is covered in the applicable Software License Agreement.

6.3 Keynote warrants that each product will conform to Keynote’s published specifications for ninety days after the date Keynote ships such product to Buyer. Notwithstanding the foregoing, Keynote shall not be liable for any defects that are caused by neglect, misuse or mistreatment by an entity other than Keynote, including improper installation or testing, or for any products that have been altered or modified in any way by an entity other than Keynote. Moreover, Keynote shall not be liable for any defects that result from Buyer’s design, specifications or instructions for such Kits. Testing and other quality control techniques are used to the extent Keynote deems necessary or as mandated by government requirements. Keynote does not test all parameters of each product.

6.4  Keynote’s warranty excludes DMD devices in products where the DMD is exposed and not enclosed in an optical engine. Typically, each DMD and associated hardware are production tested before shipping.  If shipping damage is suspected, contact Keynote operations before operation of the product.

6.5 Any replacement of a DMD purchased by customer is at the customer’s own risk.

6.6 If any product fails to conform to the warranty set forth above, Keynote’s sole liability shall be at its option to repair or replace such product, or credit Buyer’s account for such product. Keynote’s liability under this warranty shall be limited to products that are returned during the warranty period to the address designated by Keynote and that are determined by Keynote not to conform to such warranty. If Keynote elects to repair or replace such product, Keynote shall have a reasonable time to repair such product or provide replacements. Repaired products shall be warranted for the remainder of the original warranty period. Replaced products shall be warranted for a new full warranty period.

6.6 Keynote agrees to transfer to Customer whatever transferable warranties Keynote receives from the manufacturer of Products sold to Customer. Keynote makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, KEYNOTE MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. Keynote’s liability arising out of any sale of products to Customer is expressly limited to either (1) Refund of the purchase price paid by Customer for such Products (without interest), or (2) Repair and/or replacement of such Products, at Keynote’s election, with such remedies exclusive and in lieu of all others. Customer must notify Keynote within 90 days from date of shipment of any defective product. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Customer’s obligations and Keynote’s remedies with respect to defective or nonconforming products, are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered or altered in any way.

7. KEYNOTE CORPORATE RoHS COMPLIANCE AND LEAD-FREE POLICY
It is the policy of Keynote to identify and offer products to the Customer as RoHS Compliant or Lead Free, only after specific requirements have been met. Keynote performs no testing of distributed products and relies solely on the manufacturer of the product for identification of RoHS Compliance and for absence of lead. Furthermore, Keynote makes no warranty, certification or declaration of compliance concerning said Products.

7a. KEYNOTE CORPORATE WEEE POLICY
Keynote is not registered as a “producer” in the European Union, and does not provide a WEEE recycling program within the EU.

7b. PRODUCT COUNTRY OF ORIGIN
Keynote maintains Country of Origin information on all products in its inventory. This information is provided to customers upon request. This information is based on manufacturer-provided information according to US Treasury, US Customs Regulations. Our manufacturers do not provide Keynote with the country of origin of each raw material or subcomponent that is incorporated into the Manufacturer’s final product.

8. LIMITATION OF LIABILITIES
IN NO EVENT SHALL KEYNOTE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer’s recovery from Keynote for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD KEYNOTE HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY KEYNOTE AND INCORPORATED INTO THE CUSTOMER’S PRODUCT.

9. PRODUCT SAFETY NOTICE AND RESTRICTIONS
Products are intended for commercial use only. Products are traceable to the OEM manufacturer and Lot/Date Code where available and when requested at the time of customer order. Customer agrees that all purchases are for commercial or other applications that do not require  Qualified Product Listing (QPL) components. Products sold by Keynote 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. This includes, but is not limited to, Class III medical devices as defined by the US Food and Drug Administration (FDA) and Federal Aviation Administration (FAA) or other airworthiness applications. If Customer uses or sells the Products for use in any such applications: (1) Customer acknowledges that such use or sale is at Customer’s sole risk; (2) Customer agrees that Keynote and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD KEYNOTE AND THE MANUFACTURER OF THE PRODUCTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH SUCH USE OR SALE.

10. STATEMENTS AND ADVICE
If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge. Keynote shall have no responsibility or liability for the content or use of such statements or advice. Keynote Technical support is provided by telephone and, therefore, extremely limited in scope which prevents us from the direct participation in the design of any customer products. We do not conduct product suitability studies or engineering reviews of products that we sell, nor for the final product that a Customer produces.

11. NON-CANCELABLE/NON-RETURNABLE PRODUCTS
From time to time, Seller will notify Buyer of a product that is “NC/NR”, (Non-Cancelable/Non-Returnable) upon determining that an order requires such conditions of sale. Buyer understands that “NC/NR” products are obtained by Keynote from the manufacturer specifically for the buyer. Irrespective of circumstances, the buyer agrees that “NC/NR” products may not be cancelled, returned or rescheduled by the buyer without the agreement of both Keynote’s supplier and the written consent of Keynote. Products labeled as moisture sensitive are NC/NR if the packaging has been opened. All products purchased by Customers classified by Keynote as Electronic Component Distributors or Brokers shall be deemed Non-Cancellable/Non-Returnable.

12. INTELLECTUAL PROPERTY
If an order includes software or other intellectual property, such software or other intellectual property is provided by Keynote to Customer subject to the copyright and user license, the terms and conditions of which are set forth in 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

13. FORCE MAJEURE
Keynote will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Keynote’s time for delivery or performance will be extended by the period of such delay or Keynote may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.

14. EXPORT CONTROL
Keynote is committed to compliance with all U.S. Export Regulations and Laws. Keynote will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). Keynote will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. Keynote will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). Keynote will not seek export licenses pursuant to Export Administration Regulations. Keynote prohibits the re-export, brokering or transshipment of its products to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.

14.1 Export Classification Disclaimer 
Any use made of Keynote classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to Keynote and at the user’s risk. Export classifications are subject to change. If you export or re-export, your company, as the exporter of record, is responsible for determining the correct classification of any item at the time of export. Any export classification by Keynote is for Keynote’s internal use only and shall not be construed as a representation or warranty regarding the proper export classification nor relied upon to make licensing determinations.

15. GENERAL
The Terms and Conditions may not be modified or cancelled without Keynote’s written agreement. Accordingly, goods furnished and services rendered by Keynote are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents (“Customer Documents”), whether heretofore or hereafter submitted, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by Keynote. Keynote’s performance of any contract is expressly made conditional on Customer’s agreement to Keynote’s Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by Keynote. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer’s convenience only and shall not be deemed or construed to be acceptance of Customer’s terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Keynote. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States.

Updated and effective from: May 7, 2020