Invoice Terms and Conditions

ACCEPTANCE

These terms govern all sales by DJM Electronics ("DJM"). Acceptance of delivery of products, or payment of any invoice, constitutes acceptance of these terms. Any terms in Buyer's purchase order or other documents that conflict with or add to these terms are rejected unless accepted by DJM in writing.

PRICES, TAXES AND FEES

Invoiced prices do not include any taxes, duties, or fees unless separately itemized. Buyer is responsible for all applicable federal, state, and local taxes, duties, and fees.

SHIPPING AND HANDLING

Shipping and insurance are not included unless separately itemized. All shipments are FOB Origin (San Diego, CA). Title and risk of loss pass to Buyer upon delivery to the carrier. Buyer is responsible for all shipping and insurance costs.

PAYMENT

Unless otherwise agreed in writing, payment is due Net 30 from invoice date. Past-due balances accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. DJM may suspend performance or delivery while any invoice is past due. Buyer shall pay DJM's reasonable costs of collection, including attorneys' fees, on any past-due balance.

LIMITED WARRANTY

Products are warranted in accordance with DJM's Warranty, available at www.djmelectronics.com/warranty and incorporated herein by reference, which provides coverage for twenty-four (24) months from date of shipment and sets forth all warranty conditions, exclusions, remedies, and return procedures. The Warranty is the exclusive statement of DJM's warranty obligations. In the event of any conflict between the Warranty and these Terms concerning warranty scope, duration, or remedies, the Warranty controls; in all other respects these Terms control.

LIMITATION OF LIABILITY

DJM'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO ANY SALE SHALL NOT EXCEED THE PRICE PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL DJM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, FACILITY DOWNTIME, OR COSTS OF RE-CERTIFICATION OR RE-ACCREDITATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Buyer is solely responsible for determining the suitability of products for Buyer's application and for compliance of Buyer's facility with any applicable standard or accreditation requirement.

RETURNS AND CANCELLATION

No returns without prior written authorization. Authorized returns of standard products are subject to a 20% restocking fee. Custom, special-order, or modified products are non-cancelable and non-returnable once the order is accepted.

EXPORT COMPLIANCE

Products may be subject to U.S. export control laws and regulations. Buyer agrees to comply with all applicable export laws and shall not export, re-export, or transfer products in violation of such laws.

FORCE MAJEURE

DJM is not liable for delays or failures in performance caused by events beyond its reasonable control, including supplier delays, acts of government, labor disputes, or transportation disruption.

DISPUTE RESOLUTION

All disputes or claims of any nature between Buyer and DJM shall be resolved by binding arbitration before the American Arbitration Association or JAMS in San Diego County, California, at Buyer's election. The arbitrator shall have power to decide all matters, including arbitrability, and shall decide all disputes in accordance with California law, allowing limited discovery sufficient for each party to present its case while avoiding the expense of broad civil-litigation discovery. This agreement is governed by California law without regard to conflict-of-law principles.