Terms & Conditions of Exepart Platform Usage & Trade

These Terms set forth the terms and conditions that govern the use of the Exepart Platform (referred to as the "Platform"). By accessing or visiting the Platform, you expressly agree to comply with these Terms and all applicable laws and regulations governing the Platform. These Terms and Conditions of Platform Usage shall govern every agreement between Exepart Electronics Inc., a Canadian corporation, (the “Exepart”) having its principal place of business at Richmond, British Columbia, Canada and its customers/platform members (“Customers”) with regard to the Exepart’s products and services (“Products”).

Exepart Electronics, Inc. reserves the right to modify these Terms at any time, effective immediately upon posting on the website. If you violate these Terms, Exepart may terminate your use of the Platform, restrict your future access, and/or take appropriate legal action against you. You acknowledge that Exepart owns all intellectual property rights to the content and software of the Platform.

By digitally accepting products or services, making payments, or placing orders, the Customer is deemed to have agreed to these terms and conditions, regardless of any conflicting terms in prior or subsequent communications. These Terms and Conditions of Platform Usage govern the purchase and sale of all Products. Customer acknowledges and agrees that any terms or conditions included in a Customer’s internal documentation or other communication that are at variance and/or contradiction with these Terms and Conditions of Platform Usage are rejected. Trade custom, trade usage and past performance are superseded by these General Terms and Conditions of Sale and shall not be used to interpret them.

These terms and conditions constitute the sole agreement regarding the sale and purchase of products through the platform, superseding all previous proposals, negotiations, conversations, discussions, agreements, and representations, whether oral or written, including any industry customs or past dealings between the parties relating to the sale of products.

When using the Platform to search for information or to link to other websites, you acknowledge and accept that Exepart bears no responsibility for any damages or losses that may arise from such activities. You understand that Exepart cannot be held liable for any consequences resulting from your use of the Platform to obtain search results or access external websites.

Customer acknowledges and agrees that the information they provided to the Platform may be displayed to other Customers.

You acknowledge and agree that you will not engage in any activities that could compromise or disrupt the proper functioning of the Platform. This includes, but is not limited to, using any automated tools or processes such as robots or spiders to monitor or copy our web pages, accessing or capturing data without prior written permission from Exepart, or interfering with the Platform's operations using any device, software, or routine. You further agree not to take any actions that would impose an excessive or unreasonable burden on our infrastructure. Additionally, you are prohibited from copying, reproducing, modifying, creating derivative works, or publicly displaying any content from our website without obtaining prior written permission from Exepart, unless it is for your personal, non-commercial use.

By accessing this Platform, you acknowledge and agree that your usage is limited to viewing and browsing the pages for individual purposes only. You are expressly prohibited from duplicating, publishing, modifying, or distributing the material on this Platform for any other purpose unless specifically authorized. Your use of the Platform is subject to applicable laws, including export and re- export laws and regulations. The software and content posted by Exepart on the Platform are owned by Exepart and/or its suppliers and are protected by Canadian and international copyright laws.

You agree not to remove, obscure, or alter any legal notices displayed on the Platform. Furthermore, you agree not to use the Platform in connection with promoting any products, services, or materials. You shall not use the Platform in a manner that violates any laws, regulations, or the rights of any legal person/entity, including intellectual property rights, privacy rights, or personality rights. Additionally, you shall refrain from posting any information that disparages or defames any person or entity.

Certain features and services on this Platform may require you to have an Exepart membership. You or your employer ("Customer") can create your own Exepart account, or one may be assigned to you by Exepart. It is the sole responsibility of the Customer to maintain the security of the IDs and passwords associated with the account. Customer must ensure that these credentials are not shared with anyone other than their own employees, and employees must not share their assigned IDs or passwords with anyone else, except within the Customer's organization. If the Customer wishes to revoke access for an employee, they must immediately notify Exepart, and Exepart will invalidate the ID and password. If requested by the Customer, Exepart will provide replacements. If you suspect that someone else has knowledge of or has changed your password, please reset it to prevent unauthorized access to your account.

Only emails from company domains are accepted for registration and use of the platform. Upon membership, the Customer agrees to upload company information and documents to the platform and acknowledges that additional information or documentation may be requested if necessary. The Customer confirms that the provided information and documents belong to the company and accepts that Exepart shall not be held financially, tax-wise, or legally responsible for any incorrect or outdated information. The accuracy of the information and documents is the sole responsibility of the Customer. Exepart reserves the right to cancel the membership if incorrect documents are detected.

Any actions taken with the registered account of the Customer will be financially and legally binding the company, even if the user accounts do not belong to a company official or signature authority.

Upon membership, the Customer commits to taking actions in accordance with the platform's workflow and deadlines.

Membership subscription payments are annual and are collected in advance. In the event of cancellation by the Customer, the subscription will not be renewed after the one-year period, yet no refund will be issued for the ongoing/active subscription. If the Customer's corporate residency address is added to the list of sanctioned countries, all buying and selling transactions on the platform will be suspended. The user will still have access to the platform's search feature and can retain any earned badges. No refund will be granted for the ongoing/active subscription.

If the Customer wants to upgrade their capability to upload more products in the database upon the default 100.000 quantity provided with the annual membership, the cost of selected plan is calculated in consideration of the remaining months to annual membership deadline. Once an extra Stock Plan is paid for, there will be no refunds even if the Customer uses less than the maximum amount allowed by the plan. The Customer may choose to discount the number of products they display in the system before renewing their annual membership to utilize lower Stock Plans.

After the annual subscription period expires, stocks, statistics and badges will be preserved for 30 calendar days. If the subscription is not renewed after this period, all statistics and badges will be reset.

All payments for orders must be made in advance via telegraphic transfer (TT). All orders are subject to testing for authenticity by a third-party accredited laboratory ("LAB") that Exepart has agreement with. Currently, only White Horse Laboratory in Hong Kong will be the receiver of orders for testing and the test they will apply as a standard will include visual inspection of 13 samples, X-ray of 5 samples and decapsulation of 1 sample from the order. For every order, the Customer accepts that the quantity they receive will be one (1) less than the total order quantity due to decapsulation procedure.

Due to the nature of Quality Assurance procedures, certain number of samples are taken from a batch. With every purchase, Customers accept the testing and its results to be adequate for authentication, yet all Customers are obliged to inspect their order with their own capacities upon receipt, as Exepart does not provide any guarantee for each and every product. It is also under the responsibility of Customer to ensure the right conditions and environment during logistics, production, stock keeping, field conditions etc. Exepart does not hold any title, responsibility or warrantee regarding the conditioning of the products after order purchase. If the Customer finds the mandatory system testing to be insufficient for a specific part number or order, expects or mandates a more comprehensive testing such as AS6081 or AS6171, they must contact Exepart with a direct inquiry, as the platform does not offer higher levels of testing. If comprehensive testing such as AS6081 or AS6171 is required by the Customer, up to three (3) pieces from the order may be used as samples during destructive testing such as decapsulation. The Customer agrees to accept up to three (3) fewer pieces than the total order quantity under these circumstances.

If the LAB report confirms that the parts are deemed authentic, the order becomes non-cancellable, non-returnable, and non-refundable for any reason. The Customer accepts and agrees that Exepart does not guarantee the provision of any labels or certificates of authenticity/compliance and such motive cannot be used to cancel an order or claim a refund. It is the Customer's responsibility to collect the shipment from the LAB at their own risk and title, including all associated taxes and expenses. Acceptance of the shipment is solely for the purpose of closing the order on the platform.

If the LAB determines that the parts are non-authentic, the selling party agrees to pay the testing fee and to either retrieve the shipment at their own expense or cover the handling/disposal costs. Failure to pay the necessary fees will result in a suspension of the Customer's sales and purchasing capabilities by Exepart until outstanding invoices are settled.

Deadlines for actions such as stock and price verification, payment, and shipments are specified in the platform notifications. Failure to meet these deadlines may result in order cancellation and also affect the performance metrics of the Customer.

All transactions conducted through the platform are governed by Incoterms EXW (Ex Works). The responsibility for managing the risk and title of the products, including tracking, arranging insurance, and taking all necessary precautions during shipping, rests with the customer, whether they are the seller or the buyer. Exepart accepts no responsibility for delays, customs issues, costs, loss, damage and alike conditions that may occur during the procurement process.

Any illegal or unauthorized use of the Platform, including but not limited to unauthorized framing or linking to the Platform, or the unauthorized use of any robot, spider, or automated device on the Platform, will be thoroughly investigated. Appropriate legal action, including civil, criminal, and injunctive measures, will be taken as necessary. By using the Platform, you agree to comply with all security processes and procedures, such as password protection, as specified by Exepart. Furthermore, you agree not to access or attempt to access any areas of the Platform that are not intended for general public access, unless you have obtained written authorization from Exepart.

You acknowledge and agree that Exepart, at its sole discretion and without prior notice, may terminate your access to the Platform or pursue any other available remedy if Exepart believes that your use of the Platform is (i) inconsistent with these Terms or (ii) infringes upon the rights of Exepart, another user, or the law. You understand that monetary damages may not sufficiently compensate Exepart for such violations, and therefore, you consent to the granting of injunctive or other equitable relief in response to such violations. In certain circumstances, Exepart may disclose user information about you if required by law or subpoena, or if it is necessary or appropriate to address unlawful or harmful activities.

Unless otherwise stated, Exepart owns the copyrights to all copyrightable subject matter on the Platform or uses them lawfully. Subject to the rights of third parties and any specific terms provided elsewhere, Exepart grants you permission to copy or download information and materials (including related graphics) from the Platform under the following conditions:

The materials are for internal use only.

Any copies of materials or portions thereof must include the copyright notice specified on the Platform.

You are not permitted to copy or display any portion of the content for redistribution to third parties without the prior written permission of Exepart. Documents posted on the Platform may contain additional proprietary notices or describe products, services, processes, or technologies owned by Exepart or third parties. Nothing in this statement should be interpreted as granting the user a license, either explicitly or implicitly, under any copyright, trademark, patent, or other intellectual property right of Exepart or any third party.

By using this Platform and the Internet in general, you acknowledge and accept all responsibility and risk associated with such use. In no event shall Exepart be liable for any direct, special, indirect, or consequential damages, or any damages whatsoever, including but not limited to loss of use, data, or profits, regardless of the form of action, be it contract, negligence, or any other tortious action, arising out of or in connection with the use of this Platform. Exepart does not provide any warranty regarding the accuracy, completeness, or currency of the content. It is your responsibility to verify any information before relying on it. The content of this Platform may contain technical inaccuracies or typographical errors. Periodically, changes are made to the content provided herein.

The Exepart name and logo, along with all associated product and service names, design marks, and slogans, are trademarks, service marks, or registered trademarks owned by Exepart. They cannot be used in any way without the prior written consent of Exepart. Other product and service marks mentioned on the Platform are the trademarks of their respective owners.

Exepart does not guarantee that the Platform or any services provided hereunder will be error-free, uninterrupted, or provide specific results from the use of the Platform or any content, search, or link on it. Access to the Platform, including any information or materials therein, is provided on an "as is" basis, without warranties of any kind, either express or implied. This includes, but is not limited to, warranties of title, non-infringement, or implied warranties of merchantability or fitness for a particular purpose. No advice or information given by Exepart, its affiliates, or their respective employees shall create any warranty. Neither Exepart nor its affiliates warrant that the information or materials on any Platform, or access to them, will be uninterrupted or error-free.

All transactions to which these Terms and Conditions of Platform Usage apply shall be governed by and construed in accordance with the laws of British Columbia, Canada, without reference to any choice of law provision that would cause the laws of any other jurisdiction to apply. Disputes arising hereunder or pertaining to Products shall be subject to the exclusive jurisdiction of the courts of the British Columbia, to which the parties hereby submit themselves.

Customer agrees to indemnify, defend and hold Exepart, its directors, managers, officers, agents, partners, their respective employees and contractors harmless from and against any and all claims, damages, costs, expenses and other liabilities (including attorneys’ fees and other costs of investigation and defense) caused by any third party due to or arising out of your use of the Platform or arising out of Customer’s acts or omissions related to the performance of its obligations towards Exepart.

Any link (including hyperlinks, buttons, or referral devices of any kind) found on this, or any other Exepart web page is provided for the convenience and use of the visitor. The presence of a link on this or any Exepart web page does not imply an endorsement, recommendation, or certification by Exepart. It should not be interpreted as suggesting any relationship between the linked site and Exepart.

Exepart generally permits links to Exepart Platform from third-party websites, subject to certain conditions:

1. Unless a specific written agreement is entered into with Exepart, you are not allowed to use Exepart's names, logos, designs, slogans, product trademarks, or service marks in or with your links. However, you may link to an Exepart Platform using the plain text name of that Platform or the plain text name of Exepart.
2. The link to Exepart's Platform should not suggest any relationship, affiliation, endorsement, sponsorship, or recommendation by Exepart. You must not use Exepart's names, logos, designs, slogans, product trademarks, or service marks in any advertising, publicity, promotion, or any other commercial manner without prior express written permission from Exepart for a specific use.
3. Link only to the home page, first page, or registration page of this Platform and do not incorporate any content from this Platform into your Platform, such as in-lining or framing.
4. Do not use Exepart's names, logos, designs, slogans, product trademarks, service marks, or any other identifying words or codes associated with Exepart's Platform in any "meta tag" or other information used by search engines or other information location tools to identify and select Platforms, unless you have obtained Exepart's express written permission for a specific use.