ASION IT ASIA CORPORATION
TERMS AND CONDITIONS OF SALE

Effective Date: 1st January 2025

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1. AGREEMENT SCOPE

These Terms and Conditions (“Terms”) apply to all purchases of products and services from Asion IT Asia Corporation (“Asion”) unless superseded by a separate signed agreement. By placing an order, Customer accepts these Terms.

2. ORDERS AND ACCEPTANCE

• All orders must be in writing and are subject to Asion’s acceptance
• Asion may reject, modify, or cancel orders at its sole discretion
• Orders for custom, configure-to-order (CTO), or special items are non-cancellable and non-returnable
• Pricing and availability are subject to change until order acceptance

3. PAYMENT TERMS

• Prices exclude taxes, duties, and shipping unless stated otherwise
• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments incur interest at 1.5% per month and may result in delivery suspension
• All orders subject to credit approval

4. DELIVERY AND TITLE

• Delivery dates are estimates only and not guaranteed
• Risk passes to Customer upon delivery; title passes upon full payment
• If Customer fails to accept delivery within seven days of notification, Asion may invoice and store goods at Customer’s risk and expense

5. WARRANTIES AND DISCLAIMERS

5.1 Third-Party Products

• Products are supplied as is with manufacturer warranties only
• Asion provides no warranties for third-party products
• Asion passes through available manufacturer warranties

5.2 Configuration and Compatibility

• Where Asion configures multiple products together, Asion warrants only technical compatibility as configured
• Asion makes no warranty that products will meet Customer’s business requirements, performance expectations, or application needs
• Customer is solely responsible for determining product suitability for intended business purposes

5.3 Services

• Services provided directly by Asion are warranted to be performed with reasonable care and skill
• Sole remedy for service defects is re-performance or refund at Asion’s option

5.4 General Disclaimer

To the maximum extent permitted by law, Asion disclaims all other warranties, express or implied, including merchantability, fitness for particular purpose, title, and non-infringement.

6. LIMITATION OF LIABILITY

6.1 Exclusions

Asion shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business interruption, regardless of theory of liability.

6.2 Liability Cap

Asion’s total liability for any claim is limited to the amount paid by Customer for the specific product or service giving rise to the claim.

6.3 Time Limitation

Claims must be brought within one (1) year of the event giving rise to the claim.

7. CUSTOMER INDEMNIFICATION

Customer agrees to indemnify and hold harmless Asion against all claims, damages, and expenses arising from:

• Use of products in high-risk applications (life support, nuclear systems, safety-critical applications)
• Export, re-export, or import of products in violation of applicable laws
• Intellectual property infringement claims related to Customer’s use of products
• Customer’s breach of manufacturer terms, license agreements, or these Terms
• Third-party claims arising from Customer’s specifications or requirements

8. PROHIBITED AND HIGH-RISK USES

Products are not designed for and Customer shall not use products in:

• Life support or life-sustaining systems
• Nuclear facilities or applications
• Aircraft navigation or safety systems
• Applications where failure could cause personal injury, death, or environmental damage
• Use in such applications is at Customer’s sole risk.

9. EXPORT COMPLIANCE

Customer is solely responsible for compliance with all export, import, and re-export laws and regulations. Customer warrants it will not export products to prohibited destinations or persons.

10. INTELLECTUAL PROPERTY

• Software and IP rights remain with respective owners
• Customer must comply with all license terms
• Customer waives claims against Asion for IP infringement related to products

11. TERMINATION AND CANCELLATION

• Orders may be cancelled before shipment if no supplier cancellation charges apply
• Custom/CTO orders are non-cancellable
• Post-shipment returns subject to manufacturer policies only

12. FORCE MAJEURE

Asion is not liable for delays or failures due to causes beyond its reasonable control, including supplier issues, natural disasters, or government actions.

13. GENERAL PROVISIONS

13.1 Governing Law

These Terms are governed by Philippine law. Exclusive jurisdiction in Makati City courts.

13.2 Assignment

Neither party may assign rights without written consent, except Asion may assign to affiliates or successors.

13.3 Entire Agreement

These Terms constitute the entire agreement. Customer’s additional terms are rejected.

13.4 Severability

Invalid provisions do not affect remaining Terms.

14. REFERRAL TRANSACTIONS

When fulfilling orders based on specifications provided by referral partners or third parties:

• Customer acknowledges Asion relies on provided specifications
• Asion makes no representation that products meet Customer’s actual requirements
• Customer accepts full responsibility for specification accuracy and product suitability

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