Reseller Terms of Sale

Applicability

These reseller terms and conditions of sale apply to purchases of Lantronix® branded products made directly from Lantronix, Inc. and the resale of such products, unless both parties have signed a written contract covering the purchase and resale of the products, in which case the terms and conditions of the contract will govern to the extent they are inconsistent with these terms. These terms and conditions do not apply if the Buyer is buying products for its own internal end use.

Purchases made from authorized distributors or resellers will also be subject to terms and conditions of sale as may be separately established by each such distributor or reseller, which are not binding upon Lantronix unless otherwise expressly agreed to. These reseller terms and conditions of sale are as in effect at the time of publication and are subject to change at any time.

Acceptance of Terms

These general terms and conditions of sale govern the sale or licensing by Lantronix of all goods and services (“Products”) furnished to Buyer hereunder, whether such sale or licensing is effected by paper-based transactions or via e-mail or other forms of electronic data interchange or electronic commerce, and represents the entire agreement between Buyer and Lantronix with respect thereto. Buyer’s receipt or acceptance of delivery of any of Lantronix Products for resale will constitute its acceptance of these terms and conditions. No addition or modification to these terms and conditions will be binding on Lantronix unless agreed to by Lantronix in writing. Lantronix objects to and rejects other terms and conditions that may be proposed by Buyer or that appear on or are referenced in Buyer’s purchase order or requisition that are in addition to or otherwise not consistent with these terms and conditions.

Price

All prices published by Lantronix or quoted by Lantronix’ representatives may be changed at any time without notice. All prices quoted by Lantronix or Lantronix’ representatives are valid for 30 days, unless otherwise stated in writing. All prices for the Products will be as specified by Lantronix or, if no price has been specified or quoted, will be Lantronix’ price in effect at the time of shipment. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of Lantronix’ original price quotation.

Taxes and Other Charges

Prices for the Products exclude all sales, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.

Terms of Payment

Unless otherwise agreed by Lantronix in writing, payment shall be net thirty 30 days from the date of invoice. If Buyer fails to pay any amounts when due, Buyer shall pay Lantronix interest thereon at a periodic rate of 1.5% per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) incurred by Lantronix in collecting such overdue amounts or otherwise enforcing Lantronix’ rights hereunder. Lantronix reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Lantronix, at any time that Lantronix believes in good faith that Buyer’s financial condition does not justify the terms of payment specified. All payments shall be made in U.S. Dollars.

Delivery; Cancellation or Changes by Buyer

The Products will be shipped to the destination specified by Buyer, F.O.B. Lantronix’ shipping point. Lantronix will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Lantronix reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Lantronix when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Lantronix will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Lantronix’ reasonable control. In the event of a delay due to any cause beyond Lantronix’ reasonable control, Lantronix reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer’s control may be placed in storage by Lantronix at Buyer’s risk and expense and for Buyer’s account. Orders in process may be canceled only with Lantronix’ written consent and upon payment of Lantronix’ cancellation charges. Orders in process may not be changed except with Lantronix’ written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price therefore.

No Returns

All sales are final. Neither Buyer nor any end users may return Products to Lantronix except as expressly permitted by Lantronix standard limited warranty, which can be found at . Credit will not be allowed for Products returned without the prior written consent of Lantronix.

Title and Risk of Loss

Notwithstanding the trade terms indicated above and subject to Lantronix’ right to stop delivery of Products in transit, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Lantronix to the carrier; provided, however, that title to any software incorporated within or forming a part of the Products shall at all times remain with Lantronix or the licensor(s) thereof, as the case may be.

Limited Warranty

LANTRONIX MAKES NO WARRANTIES TO BUYER UNDER THIS AGREEMENT. BUYER UNDERSTANDS THAT END USER WARRANTIES MAY BE FOUND IN THE END USER DOCUMENTATION PROVIDED WITH THE PRODUCTS OR LANTRONIX’ APPLICABLE LIMITED WARRANTY STATEMENT AT . Buyer shall not make any warranty on Lantronix’ behalf. Buyer is solely responsible for, and shall indemnify and hold Lantronix harmless from any claims related to, any warranty Buyer grants that is beyond the Lantronix standard end user limited warranties described in this paragraph.

EXCEPT FOR LANTRONIX’ STANDARD LIMITED WARRANTY, LANTRONIX MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, AND LANTRONIX SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Resale of Third Party Branded Products and Services

Notwithstanding the foregoing, Products supplied by Lantronix that are obtained by Lantronix from an original manufacturer or third party supplier are not warranted by Lantronix, but Lantronix agrees to assign to end users any warranty rights in such Product that Lantronix may have from the original manufacturer or third party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier.

Indemnification

Buyer shall indemnify, defend and hold harmless Lantronix, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) to the extent arising from or in connection with (1) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (2) use of a Product in combination with equipment or software not supplied by Lantronix where the Product itself would not be infringing; (3) Lantronix’ compliance with designs, specifications or instructions supplied to Lantronix by Buyer; (4) use of a Product in an application or environment for which it was not designed; or (5) modifications of a Product by anyone other than Lantronix without Lantronix’ prior written approval.

Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF LANTRONIX UNDER THESE TERMS AND CONDITIONS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE THERETOFORE PAID BY BUYER TO LANTRONIX WITH RESPECT TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL LANTRONIX BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL), REGARDLESS OF WHETHER LANTRONIX (1) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (2) IS NEGLIGENT.

Export Restrictions

Buyer acknowledges that each Product and any related software and technology, including technical information supplied by Lantronix or contained in documents (collectively “Items”), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (1) export or re-export any Item, or (2) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Buyer shall cooperate fully with Lantronix in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Lantronix harmless from, or in connection with, any violation of this paragraph by Buyer or its employees, consultants, agents, or customers.

Resale Pricing

Buyer is free to determine and set resale pricing of Products.

Intellectual Property

Buyer may use the “Lantronix” name and the names of Lantronix Products (collectively, “Names”) solely for the purpose of accurately identifying the Lantronix Products Buyer markets or sells under these Terms. Buyer shall not use any of the Names for any other purpose, and shall not use any other Lantronix trademarks, services marks, logos, or copyrighted works, unless and to the extent Buyer is expressly granted such usage right by Lantronix. Buyer agrees to change or correct, at its own expense, any materials or activity that Lantronix decides is inaccurate, objectionable or misleading, or is a misuse of any of the Names, trademarks, service marks, logos, or copyrighted works. Buyer is prohibited from using Lantronix’ logos, referring to itself as an authorized reseller of Lantronix, or creating the impression that Lantronix is affiliated with Buyer, other than as expressly permitted by the terms of a separate agreement with Lantronix. Buyer shall not claim or imply or create an impression that Buyer and Lantronix are legal partners or that Lantronix has sponsored, authorized, approved, or endorsed Buyer’s business or any offer or marketing, advertising, or promotion thereof in any manner. Buyer will clearly and prominently identify itself in all Buyer’s offers and advertising, marketing, and promotional materials. Buyer may not register or use any domain name or business name containing or confusingly similar to any name or mark of Lantronix’. Additionally, Buyer may not use any Names or Lantronix marks in search engine advertising, either as a keyword or in advertisements appearing on search engines or in email addresses, without Lantronix’ prior written permission.

All right, title and interest in and to the intellectual property rights in Lantronix Products belong solely and exclusively to Lantronix, and Buyer has no rights whatsoever in any of the foregoing.

Lantronix reserves the right to revise or discontinue any Product offering at any time without notice to Buyer or the end user.

Responsibilities as a Reseller

In addition to Buyer’s other obligations set forth in these terms, Buyer is responsible for the following: (1) Buyer will provide each end user with appropriate product warranty statements, registration cards, end user license agreements (which can be found at ) and other materials that Lantronix includes with its shipments of Products to Buyer. (2) At all times Buyer shall conduct business in a manner which reflects favorably on the Products and goodwill and reputation of Lantronix. In Buyer’s marketing and sales of Products, Buyer will conduct Buyer’s business in an ethical manner and avoid any business practices that may be perceived as deceptive, misleading, or otherwise improper. Buyer shall not make any false or misleading statement concerning Lantronix or any Products or Services in any of Buyer’s advertising, marketing or promotional materials or in any content. Buyer shall comply with all laws and regulations applicable to Buyer’s activities in connection with these terms, including Buyer’s marketing and sale of Products. (3) Buyer agrees to comply with all anti-corruption or anti-bribery laws in effect in jurisdictions where Buyer markets or sells Lantronix products, including the Foreign Corrupt Practices Act of the United States.

Miscellaneous

(1) The rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without reference to its choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Orange County, California, USA, in any action arising out of or relating to these terms of sale and waives any other venue to which it may be entitled by domicile or otherwise. (2) In the event of any legal proceeding between the Lantronix and Buyer relating to these terms of sale, neither party may claim the right to a trial by jury, and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury. (3) The application to this Agreement of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded. (4) In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain. (5) Lantronix’ failure to enforce, or Lantronix’ waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision. (6) Unless otherwise expressly stated on the Product or in the documentation accompanying the Product, the Product is not designed for use in life support equipment or activities. Purchasers using or selling such Products for use in life support equipment do so at their own absolute risk. (7) Lantronix shall not be liable for any damages or penalty for delay in delivery or for any other failure to perform in accordance with the terms and conditions hereof if such delay or failure to perform is due in whole or in part to factors beyond Lantronix’ reasonable control, including, but not limited to, delay in transportation or delay in delivery by Lantronix’ vendors. (8) The terms and conditions set forth herein constitute the entire agreement between Lantronix and Buyer. Lantronix’ offer to sell is expressly limited to the terms stated herein. Lantronix shall not be bound by any terms of Buyer’s order which add to, modify, or are in any way different from the terms set forth in this document.

Revision Date_www.3522.com

This Agreement was last revised on July 31, 2015.

Copyright © 2015 Lantronix, Inc. All Rights Reserved.