Terms of Sale

Last modified: December 4, 2023

Application

These Terms of Sale (the "Sale Terms") apply to the  purchases of goods (individually or collectively, "Goods") from Fusion Trade, Inc. d/b/a Fusion Worldwide ("Company , "we ," "us" or "our") through the Fusion Worldwide website located at www.fusionww.com(the "Website"), or by mail, e-mail, phone, fax or any other method, by you ("Authorized User", "you" or "your") on behalf of a company, institution or other entity that has authorized you to make such purchases on its behalf (the "Business User" ). The terms "you" and "your" below in these Sale Terms includes the Authorized User, as well as the Business User.

Changes

These Sale Terms are subject to change by Fusion Worldwide. You should review these Sale Terms prior to purchasing any Goods from Fusion Worldwide.

Acceptance of Sale Terms

By purchasing Goods through the Website, or by mail, e-mail, phone, fax or any other method or by clicking to accept or agree to these Sale Terms when this option is made available to you, you accept and agree to be bound and abide by these Sale Terms. If you do not want to agree to these Sale Terms, you must not purchase any Goods from Fusion Worldwide.

Authority

The Authorized User hereby represent and warrants that it has been authorized by the Business User to (i) accept these Terms of Sale on Business User's behalf, and (ii) to bid on or purchase products on the Business User's behalf from Fusion Worldwide.

Application of Other Policies, Guidelines or Rules

Through your use of the Website, when you use Fusion Worldwide services or purchase Goods, you shall be subject to any posted policies, guidelines or rules applicable to use of the Website and any services including, but not limited to, the Fusion Worldwide Privacy Policy (the "Privacy Policy") and the Fusion Worldwide Website Terms of Use (the "Terms of Use"). Fusion Worldwide respects your privacy and is committed to protecting it. Please review the Privacy Policy at PRIVACY POLICY and the Terms of Use at TERMS OF USE. All such policies, guidelines and rules are hereby incorporated by reference into these Sale Terms.

Order Acceptance, Cancellation and Amendment

You agree that any order to purchase Goods that you submit through the Website or by mail, e-mail, phone, fax or any other method (an "Order") is an offer to purchase, under these Sale Terms, all Goods listed in the Order. Responses to quotes, and other inquiries for pricing and availability are not construed as an offer by Fusion Worldwide. Until your Order is accepted by Fusion Worldwide in writing, Fusion Worldwide will not be obligated to sell the Goods that are referred to in your Order to you. All orders received by Fusion Worldwide are subject to revision and possible rejection by Fusion Worldwide in its sole discretion after its electronic receipt of the same. Except as otherwise provided in these Sale Terms, an Order shall only become a firm purchase agreement upon the earlier of Fusion Worldwide's written confirmation of such order with your Order number and details of the items you have ordered.

All orders shall be deemed non-cancellable by you, except as otherwise agreed in writing by Fusion Worldwide in its sole discretion. If Fusion Worldwides agrees to allow you to cancel an Order, it may condition such cancellation on the payment of a cancellation charge and/or restocking fees. Special Orders for Goods not normally stocked by Fusion Worldwide are non-cancellable and non-refundable. All Goods sold to you shall be deemed non-returnable, except for defective Goods covered by the limited warranty described below, provided that you submit a valid warranty claim within the applicable warranty period.

Given the nature of the electronics market, Fusion Worldwide’s obligations to fulfill an Order shall be conditioned on the availability of the Goods ordered in the marketplace. If Goods ordered under a confirmed Order are not available on the terms ordered, Fusion Worldwide will promptly inform you of the same and offer to continue its attempts to source the Goods. If Fusion Worldwide is unable to source such Goods on terms acceptable to you and Fusion Worldwide, either your or Fusion Worldwide may cancel the Order without penalty or liability.

Prices

All prices, discounts, and promotions are subject to change without notice. The price charged for Goods will be the price advertised at the time the Order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your Order confirmation. Price increases will only apply to orders placed after the time of the increase. Prices do not include federal, state or local taxes, or any other taxes or charges imposed by any government authority, including, without limitation, sales, use, excise, value-added or similar taxes or charges for shipping and handling. Fusion Worldwide strives to display accurate price and availability information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Payment Terms

Terms of payment are within our sole discretion. We accept credit card payments for all purchases of Goods. We also offer a credit service that allows qualified purchasers to establish credit terms subject to credit approval. You agree to submit such financial information as Fusion Worldwide, or Fusion’s 3^rd party credit service provider, may reasonably require for determination of credit terms and/or continuation of credit terms. Fusion Worldwide, or the 3^rd party credit service provider,may, in its sole discretion and at any time, change the terms of your credit, require payment in cash, bank wire transfer/EFT or by official bank check, and/or require payment of any or all amounts due or to become due for your order before shipment of any or all of the Goods. Invoices for purchases on credit are due and payable within thirty (30) days of the invoice date. We may charge a late payment penalty of up to 1.5% per month on undisputed past due amounts, or the maximum rate permitted by law, whichever is less. Without waiving any of our other rights or remedies, we may refuse additional orders until all overdue amounts are paid in full. Checks are accepted subject to collection, and the date of collection will be deemed the date of payment. Any check received from you may be applied by Fusion Worldwide against any obligation owed by you to Fusion Worldwide under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging your liability for any additional amounts owed by you to Fusion Worldwide. The acceptance of such check will not constitute a waiver of Fusion Worldwide’s right to pursue the collection of any remaining balance.There is a $25 (USD) service charge on all returned checks. You shall be liable for all costs we incur in connection with the collection of past due amounts, included but not limited to attorneys' fees and court costs.

You hereby grant us a security interest in the Goods shipped to you, including all accessories to and replacements of the Goods and the proceeds thereof, to secure the due and punctual payment of the purchase price of the Goods and all other amounts owing hereunder. You shall execute and delivery to us any additional documents, instruments, financing statements, or amendments that we deem necessary or advisable to maintain, continue, and perfect the security interest created.

Shipments; Delivery; Title and Risk of Loss

We will arrange for shipment to you of the Goods you have ordered. You will pay all shipping and handling charges, and insurance costs when applicable, unless otherwise specified in the order confirmation. Fusion Worldwide may refuse or delay any shipment if you fail to pay promptly any payments due to Fusion Worldwide. Fusion Worldwide may deliver Goods covered by an order at one time or in portions, from time to time, within the time for delivery provided in the order. Title and risk of loss pass to you upon delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

Returns and Refunds

You may return to Seller any Goods that are damaged at the time of delivery or defective within the warranty period described below by obtaining a Return Material Authorization ("RMA") from Fusion Worldwide's customer service department within thirty (30) days of your discovery of the damage or defect. No returns of any type will be accepted without an RMA number. You must return the damaged or defective Goods to Fusion Worldwide within the period set forth in the RMA. The RMA number must be listed on all packaging containing Goods returned to Fusion Worldwide. If you do not request an RMA within the thirty day request period, or you request an RMA for Goods that turn out not to be damaged or defective, Fusion Worldwide may, in its sole discretion, issue an RMA and may require that you pay to Fusion Worldwide a reasonable restocking fee as a condition of issuing to Buyer the RMA. For defective Goods, Buyer must furnish to Fusion Worldwide a report showing the reason for failure with a valid proof of purchase and return such Goods to Fusion Worldwide in their original condition. Fusion Worldwide will provide shipping information for the return of all Goods subject to an RMA. You bear the risk of loss to such Goods during shipment.

Refunds are processed within approximately 14 business days of our receipt of the returned Goods. Your refund will be credited back to the same payment method used to make the original purchase. WE DO NOT OFFER REFUNDS ON ANY PRODUCTS DESIGNATED AS NON-RETURNABLE.

Use Restrictions

Your use of Goods must comply with all manufacturer instructions or manuals provided to you are made available to you on the Website or otherwise. The Goods may not be used with, or incorporated into, any nuclear or human implantation devices or applications, or in any other medical device or application in which the failure of the Goods could reasonably cause the loss of life. You agree to indemnify and hold Fusion Worldwide harmless from any damages resulting from your breach of the forgoing use restrictions.

Limited Warranty and Disclaimers

FOR THE PURPOSES OF THIS SECTION, THE TERM "MANUFACTURER" REFERS TO THE ORIGINAL MANUFACTURER OF A GOOD WHEN IDENTIFIED. FOR NEW GOODS, FUSION WORLDWIDE WARRANTS THAT FOR A PERIOD OF THREE (3) YEARS FOLLOWING THE DELIVERY OF THE GOODS, THE GOODS WILL PERFORM TO THE MANUFACTURER'S STATED SPECIFICATIONS FOR FORM, FIT AND FUNCTION PROVIDED THE GOODS ARE USED FOR THEIR INTENDED PURPOSE. FOR ALL OTHER GOODS, THE GOODS ARE SOLD "AS IS" AND "WITH ALL FAULTS". THE FOREGOING WARRANTIES ARE FUSION WORLDWIDE'S EXCLUSIVE WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, FUSION WORLDWIDE MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE GOODS, INCLUDING WITHOUT LIMITATION THE DESIGN AND CONDITION OF THE GOODS OR THEIR QUALITY, CAPACITY, SUITABILITY, CONSTRUCTION, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT FUSION WORLDWIDE IS ACTING SOLELY AS A THIRD PARTY DISTRIBUTOR OF THE GOODS AND THAT THE MANUFACTURER OF THE GOODS SHALL BE SOLELY RESPONSIBLE TO YOU AND THIRD PARTIES FOR ALL LIABILITY, CLAIMS, DAMAGES, OBLIGATIONS, AND COSTS AND EXPENSES RELATED TO THE GOODS. YOU AGREE TO LOOK SOLELY TO THE MANUFACTURER OF THE GOODS FOR COMPLIANCE WITH THE MANUFACTURER'S WARRANTY AND FOR ANY MAINTENANCE, SUPPORT OR REPAIR OF THE GOODS. FUSION WORLDWIDE ASSIGNS TO YOU ANY WARRANTY DELIVERED TO FUSION WORLDWIDE BY A MANUFACTURER OR OTHER VENDOR TO THE EXTENT THE ASSIGNMENT IS PERMITTED BY THE TERMS THEREOF. FUSION WORLDWIDE MAKES NO REPRESENTATION, COVENANT, OR WARRANTY WITH RESPECT TO THE EXTENT OR ENFORCEABILITY OF THE MANUFACTURER'S WARRANTY. NO REPAIR OR REPLACEMENT OF GOODS BY FUSION WORLDWIDE OR MANUFACTURER SHALL EXTEND THE WARRANTY PERIOD OF THE MANUFACTURER. FUSION WORLDWIDE NEITHER ASSUMES, NOR AUTHORIZES YOU, OR ANY OTHER PERSON TO ASSUME ON BEHALF OF FUSION WORLDWIDE ANY OTHER LIABILITIES IN CONNECTION WITH THE USE, SALE, OR RESALE OF THE GOODS. FUSION WORLDWIDE AGREES TO MAINTAIN INFORMATION INCLUDING SERIAL NUMBERS, LOT AND DATE CODES, AND OTHER INFORMATION ALLOWING SUITABLE IDENTIFICATION OF PRODUCT FOR WARRANTY PURPOSES.

FUSION WORLDWIDE EXPRESSLY DISCLAIMS ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU AFFIRM THAT FUSION WORLDWIDE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

Limitation of Liability

IN NO EVENT SHALL FUSION WORLDWIDE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS OR ANY ORDER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

FUSION WORLDWIDE'S SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE GOODS YOU HAVE ORDERED THROUGH OUR SITE OR BY MAIL, E-MAIL, PHONE, FAX OR ANY OTHER METHOD.

THE LIMITATION OF LIABILITY SET FORTH ABOVE SHALL NOT APPLY TO LIABILITY RESULTING FROM FUSION WORLDWIDE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Export Control

Fusion Worldwide is committed to compliance with export, re-export, in-country transfer, customs and economic sanctions laws, regulations, rules and orders pursuant to U.S., EU, EU Member State, or other applicable export controls or sanctions (“Trade Controls”) to which Goods purchased from Fusion Worldwide apply. You understand and acknowledge that all Goods purchased from Fusion Worldwide are subject to Trade Controls. You shall not, directly or indirectly, sell, export, transfer, use, or disposition in in any other way which may result in non-compliance with applicable Trade Controls.

Fusion Worldwide will not sell or ship to embargoed countries or any party designated under Trade Controls, including, but not limited to, persons or entities named on the Entity List, Unverified List, Denied Persons List, or Military End User List under the U.S. Export Administration Regulations (“EAR”), the U.S. Office of Foreign Assets Control’s Specially Designated National list, Foreign Sanctions Evaders list, or Non-SDN Menu-Based Sanctions list, the Consolidated list of persons, groups and entities subject to EU financial sanctions, the EU’s country specific lists such as those included in Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia's actions destabilizing the situation in Ukraine, or any other list of restricted parties under Trade Controls. This also includes any party that is owned or controlled by, or acting or purporting to act at the direction of, for, or on behalf of, any of the foregoing in this paragraph, directly or indirectly.

You acknowledge that, before exporting or reexporting, any Good, You are responsible for determining if the Good is controlled, prohibited or restricted for export or import and to obtain any license to export, re-export, or import as may be required by Trade Controls.

To the extent that you purchase any Goods identified as “subject to dual-use controls” by Fusion Worldwide, such Goods are included in Annex I to Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items. Such Goods are therefore subject to EU controls on the export of dual-use items when exported from the customs territory of the European Union. When a transaction between You and Fusion Worldwide concerns sales within the customs territory of the EU, You are solely responsible for obtaining the requisite authorizations and/or making the requisite notifications when exporting such Goods subject to EU dual-use controls outside the customs territory of the European Union.

Inspection and Test of Product

We will inspect each Good to ensure it is correct and authentic. As part of that inspection certain tests may be performed. Testing includes the use of certain chemicals including acetone and a mixture of isopropyl alcohol and mineral spirits that tests for marking and surface permanency. These tests are considered non-destructive unless you specifically notify us in writing that you consider these tests destructive. Similarly, we perform X-ray on parts to review lead frame, die and bond wore configuration. Exposure and power are limited. We submit that certain X-ray exposure may be damaging to certain parts. Unless you specifically submit radiation exposure data or determines that the test is destructive and notify us in writing of such determination at the point PO is placed, we consider this X-Ray test to be non-destructive. We may conduct other tests, including chemical decap, solderability, and heated chemical test which are considered destructive tests. We will furnish a report r upon request, or if required by contract, standard, or customer requirement, automatically as part of the transaction. We will maintain a record of the inspection and test in its system electronically for an indefinite period.

Force Majeure

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached the Sales Terms, for any failure or delay in fulfilling or performing any Order (except for any of your obligations to make payments to Fusion Worldwide hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, explosion; or epidemic (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within three business days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

Governing Law and Jurisdiction

All matters relating to the Sale Terms or any Order, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Sale Terms shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Massachusetts, in each case located in the City of Boston and County of Suffolk although we retain the right to bring any suit, action, or proceeding against you for breach of these Sale Terms in your home jurisdiction or any other relevant jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Fusion Worldwide's sole discretion, it may require you to submit any disputes arising from these Sale Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Massachusetts law. Any such arbitration shall be held in Boston, Massachusetts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Assignment

You may not assign any of your rights or delegate any of your obligations under these Sale Terms without Fusion Worldwide prior written consent. Any purported assignment or delegation in violation of this is null and void. No assignment or delegation relieves you of any of your obligations under these Sale Terms.

Waiver and Severability

No waiver by Fusion Worldwide of any term or condition set out in these Sale Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Fusion Worldwide to assert a right or provision under these Sale Terms shall not constitute a waiver of such right or provision.

If any provision of these Sale Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Sale Terms will continue in full force and effect.

Entire Agreement

These Sales Terms, our Website Terms of Use, our Privacy Policy and the terms of any accepted Order will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.