1. General

“Goods” means all products and related services provided by NewGen Technology (“Seller”) to the purchasing party (“Buyer”). All sales of Goods are expressly conditioned on these Terms and Conditions of Sale (“Terms”). No purchase order or other Buyer document will add to, modify, or supersede these Terms. By accepting delivery of the Goods, Buyer agrees to these Terms, notwithstanding any additional or conflicting terms in any prior or subsequent Buyer communication. Seller’s failure to object to any conflicting terms does not constitute a waiver or acceptance of them. Any modification of these Terms must be set forth in a written agreement signed by a duly authorized representative of Seller.

2. Prices

Quotations are contingent on Seller’s credit approval of Buyer, availability of Goods, and Seller’s confirmation. Unless stated otherwise, all prices are in U.S. dollars (USD) and exclude VAT, GST, and other taxes. Seller may revise the terms or pricing of any accepted order to correct errors or omissions, or to reflect tariffs, duties, taxes, or other governmental charges imposed or increased after Seller’s acceptance.

3. Delivery; Schedules & Claims

Delivery dates are good-faith estimates only; time is not of the essence unless Seller expressly agrees in writing. A late or partial delivery does not entitle Buyer to cancel the order, and Seller is not liable for any damages or injury arising from delay. For deliveries in installments, the delivery of faulty Goods in any one installment does not constitute repudiation of the entire order. Notice of Issues: Buyer must promptly notify Seller in writing of any shortages, non-delivery, or receipt of nonconforming or damaged Goods. Delivery occurs when Goods are delivered to Buyer in accordance with the agreed Incoterms.

4. Warranty & Returns

Except for Consignment Goods and Special Orders, and provided Buyer gives Seller written notice of a defect within 30 days of the invoice date, Seller will, at its option, repair, or replace Goods that Seller determines to be defective due to faulty workmanship or prior use. Non-defective Goods may be returned only with Seller’s prior written consent, at Seller’s sole discretion. Goods purchased from Seller may be returned only at Seller’s discretion under the applicable purchase order and this section, and in no event later than 30 days from the invoice date, provided all of the following conditions are met:

1. One RMA per invoice (only one Return Material Authorization request may be issued for each invoice).
2. Goods are not obsolete, Consignment Goods, or Special Orders.
3. Non-defective Goods have Seller’s written authorization and are in resalable condition: new, unused, in the original factory packaging, unopened with all factory seals intact, and including all original parts and accessories (e.g., cables, software, documentation, manuals).
4. Defective Goods are accompanied by a legitimate independent test report confirming the defect.
5. Goods are received by Seller within 21 days after the RMA is issued; otherwise, they will be returned to Buyer at Buyer’s expense.

An RMA must be obtained in advance for any return. Goods returned without an RMA will be returned to Buyer at Buyer’s expense, and Buyer will be assessed a 20% restocking charge. Buyer acknowledges that this restocking charge is a genuine pre-estimate of Seller’s losses and costs resulting from failure to follow the RMA process and is not a penalty or forfeiture. Title to returned Goods passes to Seller upon Seller’s receipt of the return.

Consignment Goods and Special Orders are sold “as is”, without any express or implied warranties from Seller and with no return rights.

5. Disclaimer; Limitation Of Liability

Buyer acknowledges that Seller is not the manufacturer of the Goods and has no obligation to provide product-change notices, certificates of origin, material composition, trade-preference status, or similar information. If Seller provides any such information, it is provided AS IS, and Buyer is solely responsible for verifying its accuracy.

Seller makes no representation regarding the patents, trademarks, trade names, or service marks (collectively, “Patents”) associated with the Goods. Seller’s obligation, if any, for Patent infringement is limited to the scope of any written indemnity that Seller’s vendor has provided (or is deemed by law to provide) to Seller, and no broader.

High-Risk Use Prohibited. The Goods are not intended for use in life-support/medical, nuclear, mass or air transportation control, or other life-critical applications where failure could result in personal injury or death. Seller makes no warranty—express or implied—of suitability for any high-risk use. Buyer shall indemnify, defend, and hold Seller harmless from all losses, damages, liabilities, and claims arising out of any such use.

To the fullest extent permitted by applicable law, all terms, conditions, and warranties—express or implied, statutory or common law—are excluded, including (without limitation) merchantability, fitness for a particular purpose, design, quality, and condition of the Goods (including any embedded firmware), whether purportedly made by Seller, its employees, agents, or otherwise.

In no event will Seller be liable for indirect, consequential, incidental, or punitive damages (including loss of income, profits, data, opportunity, or goodwill), whether based on warranty, contract, tort (including negligence), or any other legal theory.

Liability Cap. Notwithstanding anything to the contrary, Seller’s aggregate liability arising from the supply of Goods or services to Buyer shall not exceed the amount paid by Buyer to Seller for the specific Goods at issue.

6. Payment

Payments are due on demand and, in any event, must be made in full—without setoff or deduction—no later than 30 days from the invoice date. Interest will accrue on any past-due amount at the lesser of 10% per annum or the maximum rate permitted by law. Buyer agrees this interest is a genuine pre-estimate of Seller’s losses from late payment and not a forfeiture or penalty.

Buyer shall reimburse Seller for all reasonable attorneys’ fees, costs, and expenses incurred in collecting any sums owed. Notwithstanding anything to the contrary, Seller may, in its sole discretion, apply any payment received from Buyer to any indebtedness owed to Seller, whether arising under these Terms and Conditions or any other agreement.

Title to all Goods remains with Seller and the Goods remain Seller’s property until the corresponding invoice and all related charges are paid in full to Seller’s satisfaction. Buyer grants Seller a purchase-money security interest in (i) all Goods sold to Buyer and (ii) all proceeds thereof, securing payment of the purchase price and all other amounts due to Seller.

7. Ownership, Security, Interest

Buyer shall execute any financing statements and other documents that Seller reasonably requests to perfect, continue, and protect Seller’s security interest, and Buyer authorizes Seller to file UCC-1 financing statements and amendments without Buyer’s signature where permitted by law. In addition to the rights and remedies set forth in these Terms and Conditions, Seller retains all rights and remedies of a secured party under applicable law, and such rights are cumulative.

8. Cancellations and Re-schedules

Requests to cancel or reschedule any order must be approved in writing by Seller and may be accepted or rejected at Seller’s sole discretion. Without waiving any rights, Seller is entitled to recover all costs incurred and lost profits resulting from Buyer’s cancellation or rescheduling. Seller also reserves the right to cancel accepted orders if the Goods become unavailable.

9. Export Controls & Sanctions Compliance

Some or all Goods supplied by Seller may be subject to export control regulations of the U.S., EU, China, Hong Kong, and/or other jurisdictions (excluding boycott laws). Buyer is solely responsible for obtaining any required governmental approvals or licenses before importing, exporting, re-exporting, or transferring the Goods.

Buyer shall conduct appropriate screening and due diligence to ensure the transaction does not involve any person or entity identified as a restricted/denied party or otherwise subject to embargoes, sanctions, debarments, or denied-party designations under any applicable law to the extent such designation prohibits the transaction. Buyer shall not sell, export, re-export, or transfer any Goods—unless duly authorized under the export control and sanctions laws of the United States and the Buyer’s shipping country—to or for:

• the Crimea Region, Cuba, Iran, North Korea, Sudan, Syria, the Russian Federation (Russia), Belarus, or any other country sanctioned or embargoed under U.S. law, or to nationals of such countries;
• military or military-intelligence end uses or end users restricted under U.S. and EU laws; or
• any end use involving the development or support of chemical, biological, or nuclear weapons, rocket systems, unmanned aerial vehicle (UAV) applications, or missiles capable of delivering such weapons, or other weapons of mass destruction.

Buyer acknowledges that Seller is a U.S. person and agrees not to cause Seller to facilitate the shipment, transmittal, transfer, or servicing of Goods (and related items) for prohibited end uses under the EAR, including but not limited to §§ 734.9, 742.6, 744.23, and 744.6 (as amended from time to time). Buyer will also comply with the International Labor Organization’s conventions on forced labor. Under no circumstances will Seller be liable for any loss or damage incurred by Buyer arising from Buyer’s contravention of any export control regulations.

10. Force Majeure

Seller is excused from performance—and not liable for any delay or failure to perform—when caused by events beyond Seller’s reasonable control, including without limitation: acts of God; natural disasters (e.g., earthquake, flood, storm, hurricane, tornado, lightning, landslide, wash-outs); epidemics/pandemics or quarantine restrictions; war, terrorism, insurrection, riot, or civil disturbance; embargoes, blockades, or boycotts; actions or orders of any governmental or military authority; expropriation or confiscation of facilities; labor disputes (including strikes and lockouts); fires, explosions, or accidents; breakdowns of machinery or equipment; transportation or logistics delays; shortages or inability to obtain necessary labor, materials, or supplies; and acts or omissions of Buyer. In the event of such delay, any contractual delivery date will be extended for the period of the delay without penalty to Seller.

12. No Russia / No Belarus

(a) Prohibited Destinations/Uses. Buyer shall not sell, export, re-export, or otherwise transfer, directly or indirectly:

• To Russia or for use in Russia any Goods supplied by Seller that fall within the scope of Article 12g of Council Regulation (EU) No 833/2014, any other provision of Reg. (EU) 833/2014, Reg. (EU) 2021/821 (dual-use), or Council Common Position 2008/944/CFSP (military technology and equipment).
• To Belarus or for use in Belarus any Goods supplied by Seller that fall within the scope of Article 8g of Council Regulation (EU) No 765/2006, any other provision of Reg. (EU) 765/2006, Reg. (EU) 2021/821 (dual-use), or Council Common Position 2008/944/CFSP.

(b) Downstream Prevention. Buyer shall use best efforts to ensure that the purpose of Section 12(a) is not frustrated by third parties further down the commercial chain, including resellers.

(c) Monitoring & Notice. Buyer shall establish and maintain adequate monitoring mechanisms to detect conduct by downstream parties that would frustrate Section 12(a). Buyer shall promptly notify Seller of any issues in applying Sections 12(a)–(b).

(d) Breach & Remedies. Any violation of this Section 12 is a material breach. Buyer shall indemnify and hold Seller harmless from all losses, fines, penalties, third-party claims, and damages arising from such breach. Seller may pursue all appropriate remedies, including termination of its agreement with Buyer.

13. Governing Law

For Goods delivered in the United States or provided by NewGen Technology, these Terms and Conditions are governed by the laws of the State of California, without regard to conflict-of-laws principles. All disputes arising under or related to these Terms and Conditions shall be resolved in the state courts sitting in Orange County, California, without prejudice to Seller’s right to bring any dispute before any other court of competent jurisdiction.

In all cases, the U.N. Convention on Contracts for the International Sale of Goods (CISG, 1980) is expressly excluded. Neither party shall assert lack of personal jurisdiction or forum non conveniens in the designated courts. In any action or proceeding, the prevailing party is entitled to recover costs and reasonable attorneys’ fees.

Mediation prerequisite. Before filing any court action or proceeding, the parties shall first attempt to resolve the dispute through mediation lasting at least four (4) hours; the mediator’s fees shall be shared equally.

If any provision of these Terms and Conditions is found unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by Seller in enforcing any provision shall constitute a waiver of any rights or affect the validity of these Terms and Conditions.