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Terms of Purchase

TERMS OF PURCHASE

1. Acceptance of Terms of Purchase

1.1. Acceptance of Terms. These Terms of Purchase are an ongoing contract between you (“the buyer”), and Kalektronics, Inc. (“the seller”), of any purchase of product and apply to your use of Kalektronics’ online store located at kalektronics.com (the "Site"), hosted by Shopify Inc. and configured by Kalektronics, Inc, through which you may purchase products in consideration of the mutual promises and such other good and valuable consideration. These Terms of Purchase govern your purchase of Products from the Site. By checking the "I agree to the terms & conditions for this site" box each time you log into the Site, you accept and agree to be bound by these Terms of Purchase as well as the Terms of Use of the site. If you do not agree to these Terms of Purchase or the Terms of Use, you should not use the Site.

2. Additional Definitions

2.1. "Buyer" or "you" or "your" shall mean the individual who purchases Products from Kalektronics, Inc, through the Site under the terms described herein and the entity that such individual represents in making the purchase, if applicable.

2.2. A "Completed Purchase" occurs when the Purchase Price for Products has been agreed upon by the Buyer and received in the Kalektronics account, on behalf of the seller, specified in the Email Invoice.

2.3. "Products" shall mean Kalektronics goods found in inventory that is available for purchase on the Site under the terms described herein.

2.4. "Listing" shall mean the content on the Site associated with particular Products, including, but not limited to, the description and quantity of the Inventory Products. Kalektronics shall have the right to modify or correct any Listing at any time and such modification shall be binding on the purchase of any Products placed after such modification had been made.

2.5. "Promotional Content" shall mean any and all information, service or content provided by Kalektronics, Inc. in any medium in connection with these Terms of Purchase, including promotional content and Listings to be displayed on the Site.

3. Sale Process

3.1. Products. Products are in various conditions. Such condition will be explained in the listing details. Products may be new, previously used and refurbished, or used and 'as-is', including slightly scratched or blemished. The specific condition of any Listing will be clearly disclosed within the description of such Listing.

4. Conditions to Sale; Payment

4.1. Purchase Price. In consideration for your payment of the purchase price for certain Products for which you expressed interest in (the "Purchase Price"), shipping charges and all applicable taxes will hereby apply. Seller hereby agrees to sell to you such Products. Nothing in these Terms of Purchase or the Listings shall otherwise obligate Kalektronics, Inc. to sell Products to you. You shall be responsible for all taxes, shipping and handling costs and any other expenses incurred in connection with your purchase here-under.

4.2. Please note that there may be certain purchases that Kalectronics, Inc. are unable to accept and must cancel. We reserve the right, at our sole discretion, to refuse or cancel any bid or purchase for any reason. Some situations that may result in a purchase being canceled include, but are not limited to, inaccuracies or errors in product or bid information, or problems identified by Kalektronics’ credit and fraud avoidance departments. While Kalektronics strives to provide accurate product information, typographical or system errors may occur. In the event that Products are incorrectly listed or Inventory Products are listed with incorrect information due to an error in quantity or other product information, Kalektronics shall have the right, at our sole discretion, to refuse or cancel any purchases of such Products. In the event that a purchase must be canceled, we will cancel your purchase and notify you by email of such cancelation.

4.3. Payment Terms. You shall submit the Purchase Price to Kalektronics under the payment terms set forth in the Terms of Use and the Listings on the Site. Kalektronics will determine if your payment is complete according to the Terms of Use. Once it is complete, Kalektronics will transmit a paid invoice email ("Paid Invoice") to you and the Products' custodian, which Paid Invoice will serve as an authorization to release the Inventory Products to you. Kalektronics may revise the payment terms from time to time in its sole and absolute discretion upon notice to you; provided, however, that any change to payment terms will not be effective for any then-pending sale but will only be effective for the next sale subsequent to such notice. Upon acceptance of such Purchase Price and the fulfillment of any other conditions to such sale described herein, the seller will sell you the Inventory and shall make such Products available for removal by you or your agents in the manner set forth in Section 5 below.

5. Removal and Acceptance of Inventory products

5.1. Title; Risk of Loss. Title to the Inventory Products shall remain with Kalektronics until you take possession of the Products. You expressly acknowledge that risk of loss and liability for the Products shall pass to you upon your or your agent's receipt of the Products at your Location as given to us in your registration information or upon pickup by a carrier appointed by you, if you choose to use your own carrier or appointed by Seller if the Seller arranges the shipment. You or your agent shall have the right to count the number of pallets containing the Products to confirm the quantity of pallets matches the shipping manifest prior to accepting possession. You expressly acknowledge and agree that you shall have no right to refuse or return the Products after accepting possession of the Products at your Location. If you fail to accept the delivery of such Products and they are returned to Kalektronics, the buyer will have to re-initiate a new shipment and will be responsible for paying for the cost of reshipment.

5.2. Acceptance. Your acceptance of possession of the Products from Kalektronics, shall constitute an unqualified acceptance of the Products and a waiver by you of all claims with respect thereto except as set forth in Section

5.3. All sales are final.

5.4. Inspection. You shall have twenty - four (24) hours from the date of delivery of Inventory Products to you in accordance with Section 5.1 and 5.2. to inspect the shipment for any discrepancies in the stated quantity in the Listing and report such discrepancy to Kalektronics in writing to support@kalektronics.com. If the seller agrees that an under-delivery has occurred, Kalektronics will reimburse you for any acknowledged under - delivery. Such reimbursement may be in the form of an offset against any payments you may owe to Kalektronics for merchandise, at Kalektronics’ discretion. Following such twenty-four (24) hour inspection period, you shall no longer have the right to claim any reimbursement for under-delivery.

5.5. Further Assurances. Each party agrees that it will execute and deliver, or cause to be executed and delivered, all such other instruments, and it will take all reasonable actions as may be necessary to transfer and convey the Products to Buyer and to consummate the transactions contemplated herein.

6. Privacy and Confidentiality

6.1. Confidential Information. Kalektronics and buyer each acknowledge