Venandi Consulting Group LLC, hereinafter referred to as ‘VCG’

Terms & Conditions

1. Offer and Acceptance
Buyer may offer to buy products under these terms by submitting an order to VCG. VCG may accept or reject any order at VCG’s sole discretion. The terms in this contract are the sole terms governing VCG’s sale of products to Buyer. VCG’s acceptance of Buyer’s offer is expressly limited to these terms. VCG hereby objects to and rejects any additional or different terms proposed by Buyer, including those contained in Buyer’s purchase order, unless VCG expressly agrees to such terms in writing.

2. Prices
VCG communicates pricing to customers in various ways (e.g., quotes) and confirms transaction prices with its order acknowledgements. Prior to shipment, VCG’s price may change due to adjustments in specifications, quantities, shipment arrangements, requested delivery dates, or other changes to conditions. The final price in effect on the date of the shipment as stated in VCG’s invoice applies. Unless otherwise agreed, prices are in U.S. Dollars and payment must be in U.S. Dollars.

3. Delivery Unless
VCG notifies Buyer otherwise, shipments will be delivered EXW (as defined by the Incoterms 2010) VCG’s point of shipment. Risk of loss or damage will pass to Buyer upon VCG’s delivery to the VCG designated shipping point. Any subsequent loss or damage will not relieve the Buyer from its obligations. Buyer is solely responsible for costs of freight and insurance after delivery to the VCG designated shipping point. If VCG incurs freight or insurance costs on Buyer’s behalf, Buyer must promptly reimburse VCG for such freight or insurance costs. VCG’s principal products consigned for export delivery are free from any tax. VCG may deliver products in installments. VCG will communicate to Buyer an Estimated Ship Date (ETA). VCG will not be liable for any damage, loss, or expense incurred by Buyer if VCG fails to meet the Estimated Ship Date (ETA).

4. Payment Terms
Payments are listed on the first page of VCG’s order confirmation. VCG may change or withdraw credit amounts or payment terms at any time for any reason. If Buyer fails to make payment when due, VCG may suspend or cancel performance under any agreements, including delay or cancellation of shipment on any open orders. VCG will not be liable for, and Buyer will hold VCG harmless from, any costs or losses resulting from suspension or cancellation on account of Buyer’s failure to make payment. Buyer may not deduct any payment amounts on account of unresolved disputes. VCG may charge Buyer 1.5% per month on overdue accounts (18% per year) to the extent permitted by law.

5. Taxes
Prices do not include applicable taxes or duties. Buyer is solely responsible for paying all applicable taxes and duties. VCG will add sales taxes to the sales price where required by applicable law and Buyer will pay such taxes unless Buyer provides VCG with a duly executed sales tax exemption certificate.

6. Contingencies
VCG will not be in breach of this contract and will not be liable for any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond VCG’s reasonable control, whether foreseeable or unforeseeable, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, terrorist act, or Act of God. In the event of a shortage of components, VCG may, at its sole discretion, allocate product production and deliveries.

7. Warranties and Related Remedies
VCG warrants to Buyer that each product conforms to VCG’s published specifications for such product. This warranty lasts for ninety (90) days after the date VCG delivers the product. Notwithstanding the foregoing, VCG will not be liable for a nonconforming product if: • (a) the nonconformity was caused by neglect, or mistreatment by an entity other than VCG, including improper installation or testing, or for any products that were altered or modified in any way by an entity other than VCG; • (b) the nonconformity resulted from Buyer’s design, specifications, or instructions for such products or improper system design; or • (c) Buyer has not paid on time. Testing and other quality control techniques are used to the extent VCG deems necessary. VCG does not necessarily test all parameters of each product. Buyer’s claims against VCG under this Section are void if Buyer fails to notify VCG of any apparent defects in the product within ten (10) business days after delivery, or of any hidden defects within ten (10) business days after the defect has been detected. VCG offers a ninety (90) day warranty for defective products. It is the Buyer’s responsibility to prove defectiveness to claim a refund. In addition, an RMA approval will only be issued once the product arrives at a VCG facility and has been inspected for damage. VCG advises its customers that manufacturers reserve themselves the right to terminate or overwrite service contracts without notice and, beyond VCG’s control, without issuing a refund. For non-defective products, a Return Merchandise Authorization (RMA) request may be made by the Buyer if it is done within the warranty time frame. VCG reserves itself the right to evaluate the return request and decline an RMA if VCG does not see sufficient reason for the return request or an error on VCG’s side. In case of an approved RMA request for non-defective products, the Buyer shall accept responsibility for both the product, the condition of the product and cost of freight to VCG until the product arrives at a VCG facility. A credit for non-defective returns minus a 15% restocking fee of the total order value will only be issued if the product has been inspected by VCG upon arrival and to be found in the same condition as it was sold to the Buyer originally. Damaged or opened products are not acceptable. Configured products (as determined by the manufacturer) and software (including “license products”) are non-returnable. At VCG’s sole discretion, products that fail to conform to the warranty set forth above will be repaired or replaced, or Buyer’s account will be credited for such products. VCG’s liability under this warranty will be limited to products that are returned during the warranty period to the address designated by VCG and that are determined by VCG not to conform to such warranty. If VCG elects to repair or replace such products, VCG will have a reasonable time to complete such actions. Repaired products will be warranted for the remainder of the original warranty period. Replaced products will be warranted for a new full warranty period. Except as set forth above, products (as defined in this contract) are provided “as is” and “with all faults.” VCG disclaims all other warranties, expressed or implied, regarding such products, including but not limited to, implied warranties of merchantability or fitness for a particular purpose. For clarification: the termination of an already activated service support contract or license agreement during its agreed runtime does not entitle the customer – for no reason – to get a credit note (refund) neither in whole nor partly.

8. General Limitations
In no event will VCG be liable for any special, collateral, indirect, punitive, incidental, consequential, or exemplary damages in connection with or arising out of this contract or the use of the products, regardless of whether VCG has been advised of the possibility of such damages. Excluded damages include, but are not limited to, cost of removal, rework or reinstallation, ancillary costs to the procurement of substitute goods or services, retesting, outside computer time, labor costs, loss of goodwill, loss of profits, loss of savings, loss of use, loss of data, or business interruption. Special limitations. In no event will VCG’s aggregate liability from any use of a product provided hereunder, including from any warranty, indemnity, or other obligation arising out of or in connection with this contract exceed the total amount paid to VCG for the particular products at issue during the prior ninety (90) days with respect to which losses or damages are claimed. The existence of more than one claim will not enlarge or extend this limit. Buyer understands and agrees that the foregoing liability limitations are essential elements of this contract and that in the absence of such limitations the material and economic terms of this contract would be substantially different.

9. Non-Waiver of Default
In the event of any default by Buyer, VCG may decline to make further shipments. If VCG elects to continue to make shipments, VCG’s action will not be a waiver of any such default or affect VCG’s legal remedies for any such default. Each shipment made under any order will be treated as a separate sale and transaction.

10. Terms and Conditions
All cost incurred by VCG relating to any action taken by VCG to recover damages for non-payment or breach of this contract from the Buyer (including but not limited to attorney’s fees, appellate attorney’s fees, court costs, or other debt collection costs) shall be payable to VCG on demand and amendable by the courts in any legal action to recover damages from the Buyer.

11. Governing Law, Venue and Jury Trial Waiver
This contract is governed by and interpreted in accordance with the laws of the State of Florida, without reference to conflict-of-laws principles. If for any reason a court of competent jurisdiction finds any provision of this contract to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties and the remainder of this contract will continue in full force and effect. Buyer agrees that jurisdiction for any dispute arising out of or relating to this contract lies within courts located in the State of Florida and consents to venue in Manatee County, Florida. Notwithstanding the foregoing, any judgement may be enforced in any United States or foreign court and VCG may seek injunctive relief in any United States or foreign court. Buyer waives any right to a trial by jury in any action, proceeding, claim, or counterclaim, at law or in equity, related to this agreement.

12. Resale of VCG Products To Other Countries
VGC refuses to participate in or cooperate with any international boycott of Israel. Consequently, the purchaser named in this contract is responsible for informing VCG as the seller of any and all tangible or non-tangible items that are sold into a country subject to trade controls sanctions, specifically including country groups E:1 and E:2, of Supplement No. 1 to Part 740 of the U.S. Export Administration Regulations (currently Cuba, Iran, North Korea, North Sudan, Syria, and the Crimea region of Ukraine as periodically updated – see https://www.bis.doc.gov/index.php/documents/regulation-docs/452-supplement-no-1-to-part-740-country-groups/file).

13. Miscellaneous
This contract constitutes the entire agreement between the parties relating to the sale of products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No addition to or modification or waiver of any provision of this contract will be binding upon VCG unless made in writing and signed by a duly authorized VCG representative. Electronic communications, including emails and/ or social media communications, are not signed writings for purpose of this section. No course of dealing or trade usage or course of performance will be relevant to explain or supplement any term in this contract. These terms will prevail notwithstanding any different, conflicting, or additional terms that may appear on any purchase order or other writing not expressly incorporated herein, including, but not limited to, data sheets, application notes, purchase order acknowledgements, and online communications. The section headings contained in this contract are for reference purposes only and will not affect in anyway the meaning or interpretation of this contract.