1.  Introduction

a.  These terms of purchase ("Agreement") govern the purchase of all electronic components ("Components") by KeyLeer Automation Solutions UG (Haftungsbeschränkt) ("Buyer") from vendors ("Seller"). By accepting a purchase order from Buyer, Seller agrees to be bound by the terms and conditions of this Agreement.

2.  Product Specifications

a.  Seller shall provide Buyer with complete and accurate specifications of the products, including but not limited to, manufacturer, part number, quantity, condition, and any other relevant information. Any discrepancies found in the products delivered shall be the responsibility of the Seller.

3.  Product Authenticity:

a.  Seller represents and warrants that the products sold to the Buyer are authentic, and not counterfeit or illegally obtained.

b.   If any product is found to be non-authentic, Buyer reserves the right to cancel the order and return the product to the Seller.

4.  Product Condition:

a.  Seller shall provide Buyer with the actual condition of the products sold, including any defects or damages.

b.   Buyer reserves the right to inspect the products upon delivery and reject any non-conforming products. In such an event, the Seller shall be responsible for the cost of returning the products to the Seller.

5.  Purchase Orders

a.  Buyer will issue a purchase order ("PO") for Components to be purchased from Seller. Seller shall accept or reject a PO within 5 business days of receipt. Any modifications or changes to a PO must be approved in writing by Buyer.

6.  Price and Payment

a.  The price for the Components shall be as specified in the PO. Payment terms shall be net 30 days from the date of receipt of the Components and corresponding invoice. Invoices shall be sent to the billing address specified in the PO. Payment shall be made in the currency specified in the PO.

b.  In the event that payment terms other than net 30 days are agreed upon by both parties, the agreed upon terms shall be specified in the PO. For special circumstances such as new vendors or high-value transactions, payment shall be made through an escrow service offered by HKinventory, EARI, or White Horse Escrow. The terms and conditions of the escrow service shall be agreed upon by both parties and specified in the PO.

7.  Delivery

a.  Delivery shall be made in accordance with the delivery terms specified in the PO. The seller shall be responsible for all shipping and handling costs, including any applicable taxes, customs fees, and duties. The buyer reserves the right to return any Components that do not conform to the specifications or requirements set forth in the PO.

8.  Inspection and Acceptance

a.  The buyer shall have a minimum of 14 days from the date of receipt of the Components to inspect and accept or reject them. Components shall be deemed accepted if they meet the specifications and requirements set forth in the PO. If the Components are rejected, Seller shall be responsible for any costs associated with the return of the Components.

9.  Warranty

a.  The seller warrants that the Components shall be free from defects in material and workmanship and shall conform to the specifications and requirements set forth in the PO. This warranty shall remain in effect for a period of 90 days from the date of acceptance of the Components by the Buyer. If Components fail to meet this warranty, Seller shall be responsible for repairing or replacing the Components at no additional cost to buyer.

10.  Intellectual Property

a.  Seller warrants that the sale of Components to Buyer does not infringe upon any intellectual property rights of any third party.

11.  Confidentiality

a.  The seller shall keep confidential all information regarding the Components, including but not limited to specifications, drawings, and designs. Seller shall not disclose such information to any third party without the prior written consent of Buyer.

12.  Arbitration and Governing Law and Jurisdiction

a.  If the parties are unable to resolve the dispute through negotiation, the dispute will be submitted to binding arbitration appointed by the buyer.

b.  This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Buyer is located. Any disputes arising from this Agreement shall be resolved in accordance with the laws of such jurisdiction, and the parties agree to submit to the exclusive jurisdiction of the courts of such jurisdiction.