TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale ("Agreement") are entered into by and between Nexth (referred to as "Seller") and the purchaser of Nexth's products or services (referred to as "Buyer"). This Agreement governs the sale of products or services by Seller to Buyer and constitutes the entire agreement between the parties concerning such sale. By purchasing products or services from Seller, Buyer agrees to be bound by the terms and conditions set forth herein.

1. Orders and Acceptance

1.1. Orders: All orders placed by Buyer are subject to acceptance by Seller. Seller reserves the right to accept or reject any order, in whole or in part, for any reason, at its sole discretion.

1.2. Acceptance: Acceptance of Buyer's order by Seller occurs upon Seller's issuance of an order confirmation, or upon shipment of the ordered products, whichever occurs first.

2. Prices and Payment

2.1. Prices: The prices for products or services are as set forth in Seller's quotation, order confirmation, or applicable price list. Prices are subject to change without notice.

2.2. Payment: Unless otherwise agreed in writing by Seller, payment terms are net thirty (30) days from the date of invoice. All payments shall be made in the currency specified in the invoice.

2.3. Taxes: Buyer shall be responsible for all applicable taxes, including sales, use, excise, and value-added taxes, unless Buyer provides Seller with a valid exemption certificate.

3. Delivery

3.1. Delivery: Delivery dates are estimates only and are subject to change. Seller shall not be liable for any delay in delivery or failure to deliver due to causes beyond its reasonable control.

3.2. Shipment: All shipments shall be FOB (Free On Board) Seller's facility unless otherwise agreed in writing by the parties. Risk of loss and title to the products shall pass to Buyer upon delivery to the carrier.

4. Acceptance and Returns

4.1. Acceptance: Buyer shall inspect the products promptly upon receipt and shall notify Seller in writing of any non-conformity or defect within fifteen (15) days of delivery.

4.2. Returns: No products may be returned without Seller's prior written authorization. Authorized returns must be shipped freight prepaid and are subject to a restocking fee.

5. Warranty

5.1. Warranty: Seller warrants that its products shall conform to Seller's published specifications for a period of one (1) year from the date of delivery. Seller's sole obligation under this warranty shall be to repair or replace, at its option, any non-conforming products.

5.2. Exclusions: This warranty does not apply to products that have been subject to misuse, abuse, neglect, accident, modification, or improper installation.

6. Limitation of Liability

6.1. Exclusion of Consequential Damages: In no event shall Seller be liable for any incidental, consequential, indirect, special, or punitive damages, including without limitation, lost profits or business interruption.

6.2. Limitation of Liability: Seller's total liability under this Agreement, whether in contract, tort, or otherwise, shall be limited to the amount paid by Buyer for the products giving rise to the claim.

7. Governing Law and Dispute Resolution

7.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of US, without regard to its conflict of law principles.

7.2. Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be resolved exclusively by arbitration administered by the [insert arbitration institution] in accordance with its commercial arbitration rules.

8. Miscellaneous

8.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

8.2. Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision hereof.

8.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.