The sale of products and services ("Products") by O-Navi, LLC ("O-Navi") are subject to these terms and conditions ("Agreement") regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, document, or other communication ("Order"). Preprinted terms and conditions on any document of customer ("Customer") (for Example: Orders or confirmations) and/or O-Navi's failure to object to conflicting or additional terms will not change or add to the terms of this Agreement.


1. ORDERS. Quotes from O-Navi are invitations to tender and are subject to change at any time without notice. All Orders are subject to acceptance by O-Navi. Contracts between Customer and O-Navi are formed upon O-Navi's written acceptance or execution of Customerís Order and shall be subject to this Agreement. All Orders including, but not limited to, Electronic Purchase Orders, for Products identified by O-Navi as non-standard or "NCNR", are non-cancelable, non-returnable. O-Navi may identify Products as non-standard or "NCNR" by various means including, but not limited to, quotes, Scope of Services, Products lists, attachments or exhibits. Customer may not change, cancel or reschedule Orders for standard Products without O-Navi's consent. O-Navi reserves the right to allocate the sale of Products among its Customers.


2. PRICES. Prices are subject to change at any time. Prices are for Products only and do not include taxes, shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of the Products, permits, certificates, customs declarations and registration (collectively, "Additional Fees"). Customer is responsible for any Additional Fees.


3. TERMS OF PAYMENT. Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date or as otherwise approved in writing by O-Navi. On any past due invoice, O-Navi may charge (i) interest from the payment due date to the date of payment at 18% per annum, plus reasonable attorney fees and collection costs; or (ii) the maximum amount that is allowed under the applicable law " O-Navi's interest rate is deemed invalid. At any time, O-Navi may change the terms of Customer's credit, require financial data from Customer for verification of Customers credit worthiness, require a bank guarantee or other security, or suspend any outstanding Orders of Customer. O-Navi may apply payments to any of Customers accounts. If Customer defaults on any payment under this Agreement, O-Navi may reschedule or cancel any outstanding delivery and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, any credit issued by O-Navi to Customer in respect of any of Customer's accounts will expire if unused for twelve (12) months following the date of issuance of such credit.


4. DELIVERY AND TITLE. Unless otherwise specified by O-Navi in writing, all deliveries by O-Navi are EXW O-Navi's warehouse (INCOTERMS 2010). Title shall pass to Customer upon delivery of the Products lo the carrier. O-Navi's delivery dates are estimates only and subject to timely receipt of supplies by O-Navi. O-Navi is not liable for delays in delivery. O-Navi reserves the right to make partial deliveries and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.


5. O-NAVI'S LIMITED WARRANTY. O-Navi warrants hardware products shall be free from defects in materials and workmanship and will substantially conform to this specification (or latest revision) for the product for a period of one (1) year, starting from the date of delivery. To the extent permitted by law, O-Navi makes no other warranty, express or implied, such as warranty of merchantability, fitness for purpose or non-infringement. Customers sole remedies for breach of O-Navi's warranty are, at O-Navi's choice: (i) repair the Products; (ii) replace the Products at no cost to Customer; or (iii) refund Customer the purchase price of the Products.


6. PRODUCT RETURN. Customer may return Products to O-Navi only with a return material authorization ("RMA") number issued by O-Navi. Customer must notify O-Navi in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy ("Visual Defect") within 3 days after receipt of the shipment; Otherwise, Customer is deemed to have accepted the Products and may not revoke acceptance. RMAs will be issued only for Visual Defects created solely by O-Navi, and only" Customer satisfies the notice requirement. RMAs will not be granted for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Product return pursuant to a warranty requires written notice from Customer to O-Navi within the warranty period detailing the Product defect. Customer must return the Products to O-Navi freight prepaid in original manufacturer's shipping cartons or equivalent, along with acceptable proof of purchase, within the warranty period and as specified in the RMA At O-Navi's discretion, O-Navi will return all Products not eligible for return to Customer, freight collect, or hold Product for Customers account at Customers expense.


7. LIMITATION OF LIABILITY. To the extent permitted by law, neither O-Navi nor its employees or agents are liable for and Customer is not entitled to any indirect, special, incidental or consequential damages (for example, loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, injury to reputation, or loss of Customers). To the extent permitted by applicable law, Customer's recovery from O-Navi for any direct damages will not exceed the price of the Product at issue. To the extant the preceding limitation of liability is deemed invalid under applicable law, O-Navi's total liability in any event will not exceed USD 5,000 or the equivalent thereof. Customer will indemnify, defend and hold O-Navi harmless from any claims based on: (i) O-Navi's compliance with Customer's designs, specifications, or instructions, (ii) modification of any Product by anyone other than O-Navi, or (iii) use of Products in combination with other products or in violation of clause 9 below.


8. FORCES BEYOND O-NAVI'S CONTROL. O-Navi is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (for example: acts of nature, acts or omissions of the Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor or materials through its regular sources).


9. USE OF PRODUCTS. Customer shall comply with the manufacturers or supplier's Product specifications. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. II Customer uses or sells the Products for use in any such applications or fails to comply with the manufacturers Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk.


10. EXPORT/IMPORT. Certain Products and related technology and documentation sold by O-Navi are subject to export control laws, regulations and orders of the United States, the European Union, and/or other countries ("Export Laws"). The Customer shall comply with such Export Laws and obtain any license, permit or authorization required to transfer, sell, export, re-export or import the Products and related technology and documentation.


The Customer will not export or re-export the Products and related technology and documentation to any country or entity to which such export or re-export is prohibited, including any country or entity under sanction or embargoes administered by the United Nations, U.S. Department of Treasury, U.S. Department of Commerce or U.S. Department of State. The Customer will not use the Products and related technology and documentation in relation to nuclear, biological or chemical weapons or missile systems capable of delivering same, or in the development of any weapons of mass destruction.


11. PRODUCT INFORMATION. Product information (for example, statements or advice (technical or otherwise) advertisement content, and information related to a Product's specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by O-Navi on an "AS IS" basis and does not form a part of the properties of the Product.† O-Navi makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. O-Navi recommends Customer validate any Product information before using or acting on such information. All Product information is subject to change without notice. O-Navi is not responsible for typographical or other errors or omissions in Product information.


12. GOVERNMENT CONTRACTS. O-Navi is a manufacturer of "Commercial Items" as defined in FAR 2.101. O-Navi agrees only to the clauses in the Federal Acquisition Regulation ("FAR") and Defense Federal Acquisition Regulation ('DFAR") that are required to be inserted in subcontracts for commercial items as set forth in FAR 52.244-6(c)(1), FAR 52.212-5(e)(1), and DFAR 252.244-7000 if it is a subcontract under a Department of Defense prime contract. In accordance with FAR 12.211, Customer will receive only those rights in technical data customarily provided to O-Naviís customers. By no means will this be interpreted as providing to Customer unlimited rights in data, software, or intellectual property rights owned or held by O-Navi, or any other third party.† O-Navi specifically rejects the flow down of the requirements of the: (i) Trade Agreements Act, FAR 52.225-5 or DFARS 252.225-7021; (ii) the Buy American Act, FAR 52.225-1 or DFARS 252.225-7001; and (iii) any Preference for Domestic Specialty Metals regulation.


13. ELECTRONIC ORDERS. In the event that any part of the purchase and sale of Products, including Customer's NCNR acknowledgment, utilizes electronic data interchange, Customers internal portal or third party portal, or any other electronic means ("Electronic Purchase Order"), this Agreement will continue to apply to the purchase and sale of Products between Customer and O-Navi. Customer's acceptance of O-Navi's acknowledgment request or O-Naviís specification of details with respect to Electronic Purchase Orders via writing, email or other electronic data interchange shall be binding on Customer.



A. This Agreement shall be governed the laws of the State of California.† The courts of the State of California, County of San Diego shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.


B. Customer may not assign this Agreement without the prior written consent of O-Navi, and O-Navi's affiliates may perform O-Navi's obligations under this Agreement. This Agreement is binding on successors and assigns.


C. This Agreement can only be modified in writing signed by authorized representatives of both O-Navi and Customer.


D. This is the entire Agreement between customer and O-Navi.


E. O-Navi and Customer are independent contractors and agree that this Agreement does not establish a joint venture, agency relationship, or partnership.


F. O-Navi's failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of these terms and conditions.


G. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.


H. Products, including software or other intellectual property, are subject to any applicable rights of O-Navi or any third parties, such as patents, copyrights and/or user licenses, and Customer will comply with such rights.


I. Customer and O-Navi will comply with applicable laws and regulations


J. The parties agree to use electronic signatures and agree that any electronic signatures will be legally valid, effective, and enforceable.