BINDING TERMS AND CONDITIONS OF SALE

The following are the terms and conditions ("Terms and Conditions") for the sale of any item, products and project kits ("Products") by Wireless Innovative Network Solutions Pvt Ltd ("WINS") to WINS's customers ("Customers").

1. ACCEPTANCE / CANCELLATION OF ORDERS

All orders are subject to acceptance in writing or by email( at registered email address) by WINS or a duly authorized agent/dealer of WINS. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by WINS will automatically get cancelled if payment for such orders is not received in the bank account of WINS (Details mentioned in the web site) within a week from the date of order acceptance. Customer will have to send transaction details to WINS for the amount paid against the order to enable expedite the supply of products. Orders accepted by WINS can not be cancelled by Customer and thus customers are advised to carefully verify the product details, price, discount (if applicable) before placing the order. WINS reserves the right to limit the quantity of sale of selected Products among its customers at its sole discretion. Product specifications, features, PCB Layout and availability are subject to change without prior notice to the customer.

1a. Repair and Return

Customer must notify WINS within 7 days from date of shipment of any defective product. (See WINS' LIMITED WARRANTEE for further information). Returns should be received at WINS within 15 days from the date of acceptance of Return by WINS. Customer notifies WINS about defective product through TechQuery in eCare section of WINS' web site or sends query using "Contact Us" page. WINS after evaluation the claim of customer will suggest solution to the customer. Customer will try the solution and recheck for the resolution of problem. If problem does not get resolved by the solutions proposed by WINS, then WINS will accept a return but Customer has to send the product in original packing by courier and freight paid. WINS will repair/correct the fault in the product and dispatch the rectified product to the customer will 15 working days.

1b. Counterfeit Product Prevention Clause

Only products originally shipped from WINS will be acceptable for return and repair at WINS. By a Customer returning products to WINS, the Customer certifies that the products were purchased from WINS and there has been no substitution in whole or part of same product from another supplier, distributor or other such source of the product. The return should be in the original packaging of WINS, in unused condition (except defective). ESD sensitive products should not be opened except under controlled conditions.

2. PRICES

Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by WINS and will be applicable for the period specified in WINS' quote. If no period is specified, quoted prices will be applicable for thirty (30) days. The catalog reflects the latest pricing information available at the time of printing. Prices shown in the catalog are subject to change without notice. Prices are inclusive of local taxes but exclusive of impositions and other charges, local courier charges, 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, purchase cards, and major bank debit cards including MasterCard, VISA, Diners Club. Credit Card billing information must be verified on new customers prior to shipment of order. Payment terms by Purchase Order is not accepted unless signed by WINS' acceptance letter.

Prepaid Wire Transfer/EFT: Customers can wire transfer the funds to our bank. After your order is placed we will e-mail a Performa invoice which includes our bank information, the total order amount, shipping charges and any wire transfer/ EFT fee if applicable. We will reserve stock for your order for 72 hours on orders awaiting funds. Orders will be cancelled 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 payable amount of each invoice from WINS pursuant to the terms of each such invoice, without offset or deduction. Orders , require payment in cash, bank wire transfer/EFT or by official bank cheques, Cheques are accepted subject to collection and the date of collection will be the deemed date of payment. Any cheque received from Customer may be applied by WINS against any obligation owing by Customer to WINS under this or any other contract, regardless of any statement appearing on or referring to such cheque, without discharging Customer's liability for any additional amounts owing by Customer to WINS. The acceptance by WINS of such cheque will not constitute a waiver of WINS' 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 the lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, WINS may pursue any legal or equitable actions, in which event WINS will be entitled for the reimbursement of costs for collection and reasonable attorneys' fees. There is a 1000/- (INR) service charge on all returned cheques.

4. SALES TAX

Indian Shipments

When required by law WINS will collect Central, 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 WINS has a valid signed tax exemption certificate with its records.

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 shipment.

5. DELIVERY AND TITLE

All international shipments by WINS are F.O.B. point of shipment from WINS' facility and the amount of all transportation charges will be extra as applicable Subject to WINS' right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer with title and risk of loss will pass to Customer. WINS 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 WINS are estimates only and that WINS will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by WINS unless specifically designated by Customer. WINS 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 any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. 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. WINS' LIMITED WARRANTY

WINS agrees to provide only and only free repair of WINS products if the product is found defective and returned to WINS as per terms and details mentioned in the Repair and Return clause in this document. For third party Components sold by WINS, no warranty of any kind is given by WINS. Customer must confirm the suitability of components to the requirements before placing the buy order. For third party products, WINS will transfer to the Customer whatever transferable warranties WINS receives from the manufacturer of Products (For Third Party Products) sold to Customer. WINS makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, WINS MAKES NO WARRANTY FOR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. WINS's liability arising out of any sale of products to Customer is limited repair of WINS own Products, at WINS's discretion. Repair and Return terms have been detailed in Repair and Return section of this document. These warranty clauses will supersede any and all other warranties, whether oral, written, expressed, implied or statutory. Furthermore, no warranty will apply if the Product has been subject to misuse, damage, static discharge, neglect, accident, modification, or has been soldered or altered in any way.

7. LIMITATION OF LIABILITIES

IN NO EVENT SHALL WINS 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 WINS 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 WINS HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY WINS AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.

8. PRODUCT SAFETY NOTICE AND RESTRICTIONS

Products are intended for commercial use only. Products are traceable at the manufacturer's level only. There is no lot level traceability. WINS does not determine the specifications or conduct any performance or safety testing of any products that it sells. Specification sheets/datasheets provided to Customers for components are produced by the manufacturer or transcribed from information provided by the manufacturer. WINS is not a Qualified Manufacturers List (QML) supplier or a supplier of Qualified Product Listing (QPL) components. Customer agrees that all purchases are for commercial or other applications that do not require QPL components. Any reference to military specifications in our catalog or on our website is for reference only and does not modify these terms and conditions. WINS does not participate in any product safety engineering, product safety review or product safety testing. WINS cannot provide any safety testing, safety evaluation or safety engineering services. Products sold by WINS are not designed, intended or authorized for use in life support, life sustaining, human implantable, nuclear facilities, flight control systems, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. If Customer uses or sells the Products for use in any such applications: (1) Customer acknowledges that such use or sale is at Customer's sole risk; (2) Customer agrees that WINS 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 WINS 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.

9. 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. WINS shall have no responsibility or liability for the content or use of such statements or advice. WINS Technical support is provided by email and, therefore, extremely limited in scope which prevents us from the direct participation in the design of any customer products. WINS can conduct product suitability studies or for the final product that a Customer produces at additional cost.

10. INTELLECTUAL PROPERTY

If an order includes software or other intellectual property, such software or other intellectual property is provided by WINS 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. Unopened software may be returned for credit. Opened software may not be returned unless defective. Customer, after purchasing a product from WINS, agrees that the same will not be copied, duplicated in any manner for commercial purpose. Third party software are provided to help customers. However, customer agrees that all such software will be used in accordance with the original suppliers' terms and conditions. WINS shall not be responsible for any third party claims of misuse of such software by customers.

11. FORCE MAJEURE

WINS 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. Wins's time for delivery or performance will be extended by the period of such delay or WINS may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.

12. EXPORT CONTROL

WINS is committed to compliance with all Indian Export Regulations and Laws. WINS will not sell or ship to individuals or organizations identified as Specially Designated Nationals and Blocked Persons. WINS will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations. WINS will not seek export licenses pursuant to Export Administration Regulations. WINS participates in BIS Export Enforcement and OFAC transaction reporting. Furthermore, WINS 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 India 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.

12.1 Export Classification Disclaimer

Any use made of WINS classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to WINS 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 WINS is for its 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.

13. GENERAL

The Terms and Conditions may not be modified or cancelled without WINS' written agreement. Accordingly, goods furnished and services rendered by WINS 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. Notwithstanding any terms and conditions on Customer's order, the information and conditions on the Credit Application are controlling over Customer and WINS. 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, are negated by submission of the Credit Application and the issuance of credit by WINS, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by WINS. WINS' performance of any contract is expressly made conditional on Customer's agreement to WINS' Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by WINS. 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 WINS. 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 India.