Terms and Conditions of Sale

1. Scope and Acceptance

1.1 These Terms and Conditions of Sale ("Terms") apply to all quotations, orders, and sales of products by Crystalfontz America, Inc. ("CFA," "we," or "us") to any buyer ("Customer" or "you"), whether the order is placed through crystalfontz.com, by purchase order, by email, by telephone, or by any other means.

1.2 CFA's acceptance of any order is expressly conditioned on the Customer's agreement to these Terms. An order is accepted only when CFA issues a Sales Order Confirmation or ships the products, whichever occurs first. Placing an order, issuing a purchase order, or accepting delivery of products constitutes the Customer's agreement to these Terms.

1.3 These Terms take precedence over any terms in the Customer's purchase order, request for quotation, supplier portal, or other document. CFA objects to and rejects any additional or different terms proposed by the Customer. Such terms do not apply unless they are set out in a written document that specifically identifies the term being changed and is signed by CFA's General Manager.

1.4 Order of precedence: (a) a written agreement signed by both parties that expressly amends these Terms; (b) the Sales Order Confirmation; (c) these Terms; (d) CFA's quotation. Part number, quantity, price, and requested dates from the Customer's purchase order are accepted only as stated on the Sales Order Confirmation.

1.5 The revision of these Terms in effect on the date of the Sales Order Confirmation applies to that order. The current revision is published at crystalfontz.com/terms.php.

2. Definitions

2.1 "Standard Product" means a product listed on crystalfontz.com in its standard configuration.

2.2 "Defined Part" or "DP" means a product configured with additional or different features from CFA's standard product to meet the Customer's specific requirements, identified by a unique part number.

2.3 "Special Order" means any of the following: (a) a Defined Part; (b) a product that is not stocked in inventory at CFA; or (c) an order line of 100 or more pieces of any single part number, including Standard Products.

2.4 "NCNR" means non-cancelable and non-returnable.

2.5 "Business day" means Monday through Friday, excluding CFA company holidays.

3. Quotations and Pricing

3.1 Quotations are valid for 30 days from the date of issue unless the quotation states otherwise. Because of market volatility, quoted pricing is not guaranteed until CFA issues a Sales Order Confirmation.

3.2 Prices are in U.S. dollars and exclude taxes, duties, and freight unless stated otherwise.

3.3 Quantity pricing is based on the quantity of a single order, not on cumulative quantities across separate orders. For example, ten orders of 100 pieces each qualify for the 100-piece price, not the 1,000-piece price.

3.4 An order may be scheduled to ship in releases up to 60 days apart while keeping the price for the full order quantity. An order scheduled for more than one shipment is non-cancelable (see Section 9.4).

3.5 Blanket orders require written blanket order documentation, either a CFA quotation accepted in writing by the Customer or a blanket order agreement, that states the total quantity, pricing, release schedule, and blanket end date. CFA does not accept blanket orders on verbal or informal terms. Releases more than 60 days apart are priced as stated in the blanket order documentation.

3.6 CFA may cancel any order, or any part of an order, affected by a clear pricing or typographical error.

4. Orders

4.1 Orders may be placed through crystalfontz.com, by purchase order sent to sales@crystalfontz.com or by fax to (509) 892-1203, or verbally for Standard Products. A verbal order is governed by these Terms once CFA issues the Sales Order Confirmation.

4.2 A purchase order issued against a CFA quotation constitutes acceptance of that quotation, including any quotation for a Defined Part.

4.3 Online orders require a minimum order value of $30.00.

4.4 The Customer must review the Sales Order Confirmation and notify CFA in writing of any discrepancy within one (1) week of the confirmation date.

5. Payment Terms

5.1 CFA accepts Visa, MasterCard, American Express, PayPal, and bank wire transfer from all Customers, and also accepts personal or business check, money order, and ACH transfer from Customers inside the United States. A $35.00 fee applies to each bank wire transfer.

5.2 Net 30 credit terms are available only to Customers whose credit application CFA has approved. CFA may set, change, suspend, or revoke credit terms and credit limits at any time. Customers located outside the United States must pay in advance unless CFA's General Manager has approved credit terms in writing.

5.3 For Customers without approved credit terms, orders of 500 or more pieces may require a 50% advance payment, and orders of 1,000 or more pieces require full advance payment. For any Customer, CFA may require a deposit or advance payment on Special Orders.

5.4 Past-due balances accrue a late charge of 1.5% per month, or the maximum rate permitted by law if lower. CFA may place orders on hold, suspend shipments, or revoke credit terms for any past-due account. The Customer is responsible for reasonable costs of collection, including attorney fees.

5.5 Any invoice dispute must be submitted in writing within thirty (30) days of the invoice date. The undisputed portion of the invoice remains due on its original terms.

6. Taxes and Duties

6.1 The Customer is responsible for all applicable sales, use, value-added, and similar taxes unless it provides CFA with a valid and current exemption or resale certificate before invoicing. CFA will charge applicable tax on any order for which a current certificate is not on file, including where a previously provided certificate has expired.

6.2 For international shipments, the Customer is the importer of record and is responsible for all customs fees, import duties, and import taxes. CFA declares accurate values and the applicable trade codes, and will not mark shipments as gifts or understate their value. CFA will invoice the Customer for any duties or fees charged to CFA in error.

7. Shipping, Title, and Risk of Loss

7.1 Unless the Sales Order Confirmation states otherwise, all sales are EXW (Ex Works) CFA's facility, Spokane Valley, Washington (Incoterms 2020). Title and risk of loss pass to the Customer when the products are made available at CFA's facility, including when they are tendered to a carrier. When CFA arranges shipment, it does so on the Customer's behalf and at the Customer's risk and expense.

7.2 CFA ships domestic orders by UPS, FedEx, USPS and international orders by DHL unless otherwise agreed. The Customer may use UPS, FedEx, USPS and DHL. A $25.00 handling fee applies to shipments on any other carrier, including freight forwarders.

7.3 Shipments are insured unless the Customer requests in writing that they not be insured.

7.4 The Customer must notify CFA of shipping damage, shortages, or incorrect products within two (2) days of receipt.

7.5 The Customer is responsible for additional charges for shipments that are returned or rerouted because the Customer provided an incorrect address or refused delivery. Refusing a shipment does not cancel the order or relieve the Customer of its obligation to pay for it.

7.6 Shipping charges and free-shipping thresholds for online orders are as published on crystalfontz.com at the time of the order.

8. Lead Times and Delivery

8.1 Lead times and ship dates are estimates based on availability at the time of quotation or confirmation. CFA will make reasonable efforts to meet confirmed dates and to notify the Customer promptly of any change, but is not liable for any delay in delivery.

8.2 CFA may make partial shipments and invoice them separately unless the Customer specifies "ship complete" in writing at the time of order.

8.3 Stock availability shown on crystalfontz.com or in a quotation is not a reservation. Inventory is held for a Customer only against an accepted order.

8.4 CFA may ship up to five (5) business days before the scheduled ship date unless the Customer's order specifies no early shipments.

9. Changes, Reschedules, and Cancellations

9.1 All changes to an order must be requested in writing and are effective only when CFA issues a revised Sales Order Confirmation.

9.2 Standard Products: online orders may be canceled until 12:00 pm Pacific Time on the day the order is placed. Other orders for Standard Products may be canceled in writing within one (1) week of the Sales Order Confirmation date, provided the order has not shipped. Any later cancellation is at CFA's discretion and may be subject to a cancellation charge of up to 30% of the canceled value.

9.3 Special Orders are NCNR. Once CFA issues a Sales Order Confirmation for a Special Order, the order may not be canceled, reduced, or returned. The Customer's agreement to these Terms constitutes its NCNR agreement for Special Orders. CFA may also require a separately signed NCNR acknowledgment.

9.4 Orders scheduled for more than one shipment are non-cancelable.

9.5 Reschedules are governed by Schedule A, Order Reschedule Policy, which forms part of these Terms.

9.6 Any exception to this Section 9 is valid only if CFA approves it in writing.

10. Returns of Non-Defective Products

10.1 Standard Products: CFA will consider a return request only if it is made within thirty (30) days of delivery. Products must be unused and in their original packaging, and an RMA number is required (see Section 11).

10.2 Special Orders, including any order line of 100 or more pieces, are not returnable. Defective Special Order products are covered by the warranty in Section 12.

10.3 Discounted products are non-returnable and non-refundable. Discounted products are end-of-life products with limited availability that are not recommended for new designs. Products identified as non-returnable on their product page, including certain kits, are also non-returnable.

10.4 A restocking fee of 30% applies to all approved returns of non-defective products. The fee reflects CFA's costs to receive, inspect, retest, repackage, and restock returned products, which apply even to products returned in unused condition.

10.5 Refunds and credits exclude original shipping charges. The Customer pays return freight for non-defective returns. Credit is issued only after CFA receives and inspects the returned products. Products that are not unused and in their original packaging may be refused or returned to the Customer at the Customer's expense.

10.6 Credits are issued as a refund to the original payment method for credit card and PayPal orders. For Customers on credit terms, credits are issued as a credit memo to be applied to future invoices.

11. Return Material Authorization (RMA)

11.1 All returns require an RMA number issued by CFA before the products are shipped. RMA requests are submitted through the form at crystalfontz.com/rma.php. CFA may refuse any return shipped without an RMA number.

11.2 Returned products must be received by CFA within fifteen (15) business days of the date the RMA number is issued. CFA may close any RMA for which products are not received within that time.

11.3 The Customer must package returned products as instructed by CFA, mark the RMA number on the outside of the package, and include any paperwork CFA provides.

11.4 CFA may require proof of purchase before issuing an RMA number.

12. Limited Warranty

12.1 CFA warrants that products purchased directly from CFA or from a CFA authorized distributor are free of functional defects for one (1) year from the date of original shipment, and free of visual defects and missing parts for thirty (30) days from the date of original shipment.

12.2 This warranty applies only to the original purchaser and is not transferable. Products purchased from any other source, including resellers, brokers, surplus dealers, and online marketplaces, are not covered, regardless of condition or packaging.

12.3 This warranty does not cover damage caused by mishandling, misuse, or modification, including:

• Damaged or broken glass or touch screens.
• Damaged conductors, components, polarizers, or mounting holes.
• Added or removed components.
• Evidence of mechanical stress.
• Damage caused by incorrect voltage, operation outside the specified temperature range, or electrostatic discharge (ESD).
• Parts that have been ground, engraved, drilled, cut, or coated in any way.

12.4 Display modules use CMOS logic that is susceptible to ESD damage. The Customer should follow industry-standard antistatic precautions and the Care and Handling Precautions section of the product datasheet. CFA's acceptance criteria are defined in the Crystalfontz Workmanship Standard published on crystalfontz.com.

12.5 For a product covered by this warranty, CFA will, at its option, repair or replace the product, or refund the purchase price. Warranty claims require an RMA number under Section 11 and are subject to failure analysis by CFA.

12.6 If CFA's failure analysis finds no defect, or finds damage excluded under Section 12.3, CFA may charge a failure analysis fee of $35 plus return shipping, and will notify the Customer of any charge before the product is returned.

12.7 The Customer pays shipping to return products to CFA for warranty service. If CFA confirms a defect covered by this warranty, CFA will credit or refund the Customer's inbound shipping cost and will ship the repaired or replacement product to the Customer at CFA's expense.

13. Disclaimer of Other Warranties

THE WARRANTY IN SECTION 12 IS THE ONLY WARRANTY APPLICABLE TO CFA PRODUCTS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. The Customer's exclusive remedies are those stated in Section 12.

14. Limitation of Liability

CFA'S LIABILITY, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE PAID BY THE CUSTOMER FOR THE PRODUCTS GIVING RISE TO THE CLAIM. UNDER NO CIRCUMSTANCES SHALL CFA BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, PRODUCTION DOWNTIME, OR COSTS OF REWORK.

15. Defined Parts

15.1 By approving a Defined Part configuration, the Customer acknowledges that it has reviewed the configuration and pricing and agrees to all aspects of the Defined Part. Defined Parts are Special Orders and are NCNR.

15.2 CFA recommends that the Customer purchase physical samples of a Defined Part for full functional review before placing production orders. A Customer that waives sample review must state the waiver in writing in the Defined Part support ticket, and remains responsible for any issue that a sample review would have identified.

15.3 Any change to a feature specified in an approved Defined Part configuration requires a new Defined Part.

15.4 The Customer must designate one individual who is authorized to approve the Defined Part on behalf of the Customer's entire organization, including any contract manufacturer the Customer authorizes to purchase the Defined Part.

16. Product Changes and End of Life

16.1 CFA may discontinue or change a product at any time. CFA will make reasonable efforts to notify affected Customers as soon as possible, and a last-time buy may be available. Details are provided in CFA's Product Longevity and Change Notification policy.

16.2 Customers may subscribe to Product Change Notifications at crystalfontz.com/news/pcn.php. CFA recommends that every Customer using a product in production subscribe.

17. Export Compliance

17.1 Products sold by CFA are subject to U.S. export laws and regulations, including the Export Administration Regulations (15 CFR Parts 730 to 774).

17.2 By placing an order, the Customer represents that it is not located in, and is not acting on behalf of any person or entity in, a U.S.-embargoed or sanctioned country or region, and that it is not listed on any U.S. Government restricted party list, including the Consolidated Screening List.

17.3 The Customer will not export, re-export, or transfer any CFA product in violation of U.S. law, including to prohibited end users or for prohibited end uses such as nuclear, chemical, or biological weapons or missile technology.

17.4 CFA may require an End Use/End User Certificate or other documentation before fulfilling an order, and may refuse or cancel any order that cannot be verified for compliance or that presents a risk of diversion.

18. Force Majeure

18.1 CFA is not liable for any delay or failure to perform caused by events beyond its reasonable control, including shortages or allocation of components or materials, delays by CFA's suppliers or carriers, natural disasters, epidemics, labor disputes, government actions, and changes in law or trade regulations. CFA's performance is extended for the duration of the event.

18.2 If a force majeure event delays shipment by more than ninety (90) days, either party may cancel the affected unshipped quantity by written notice. For Special Orders, the Customer remains responsible for materials or products that CFA has already procured or produced for the order.

19. Intended Use

19.1 CFA products are not designed or authorized for use in life-support systems, implantable medical devices, or other applications where failure could reasonably be expected to cause death or serious injury, unless CFA agrees in writing. The Customer is solely responsible for determining the suitability of CFA products for its application.

20. Intellectual Property

20.1 The sale of products does not grant the Customer any license under CFA's intellectual property, other than the right to use and resell the products purchased. Software, firmware, and example code are provided under their accompanying license terms. CFA retains all rights in its designs, and the Customer retains all rights in specifications it provides for a Defined Part.

21. Governing Law and Venue

21.1 These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute shall be brought exclusively in the state or federal courts located in Spokane County, Washington.

22. General

22.1 These Terms, together with the Sales Order Confirmation and any written agreement described in Section 1.4, are the entire agreement between the parties for each order.

22.2 If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

22.3 CFA's failure to enforce any provision, or any exception CFA grants for a particular order, is not a waiver of that provision for any other order.

22.4 The Customer may not assign an order without CFA's written consent.

22.5 CFA's Privacy Policy, published on crystalfontz.com, governs CFA's handling of personal information.

22.6 Notices to CFA must be sent in writing to sales@crystalfontz.com or to the address shown above.

Schedule A: Order Reschedule Policy

A1. Purpose and Scope

A1.1 This Schedule governs requests to change the scheduled ship date of an accepted order, including individual releases on blanket and scheduled orders. It forms part of, and is read together with, these Terms and Conditions of Sale (the "Terms"). Capitalized terms not defined here have the meanings given in the Terms.

A1.2 Rescheduling changes only the ship date of an order. It does not cancel or reduce the order. Cancellations are governed by Section 9 of the Terms, and Special Orders remain non-cancelable and non-returnable (NCNR).

A2. Definitions

A2.1 "Scheduled Ship Date" means the ship date shown on CFA's most recent Sales Order Confirmation for the order line or release.

A2.2 "Push-Out" means a request to move a Scheduled Ship Date later. "Pull-In" means a request to move it earlier.

A2.3 "Notice Date" means the date on which CFA receives the Customer's written reschedule request. Days are counted in calendar days from the Notice Date to the Scheduled Ship Date.

A2.4 "Freeze Window" means the fourteen (14) calendar days immediately before a Scheduled Ship Date.

A3. Push-Outs

A3.1 Push-Outs are permitted as shown below, measured from the Notice Date to the current Scheduled Ship Date:

A3.2 Limits: each order line or release may be pushed out no more than two (2) times, and the cumulative Push-Out may not exceed sixty (60) days beyond the Scheduled Ship Date shown on the original Sales Order Confirmation.

A3.3 Pricing: order quantity pricing is based on releases scheduled no more than sixty (60) days apart (Terms, Section 3.4). A Push-Out that moves a release more than sixty (60) days from the adjacent release, or beyond the limits in A3.2, requires a new CFA quotation and may change the price of the affected quantity.

A3.4 Blanket and scheduled orders: all releases must ship no later than the blanket end date stated in the blanket order documentation (Terms, Section 3.5), or twelve (12) months from the original confirmation date if no end date is stated. A Push-Out may not move a release past that date. Any quantity not released by the end date will be invoiced and shipped on the end date.

A4. Pull-Ins

A4.1 The Customer may request a Pull-In at any time. Pull-Ins depend on available inventory and supply and are not guaranteed. CFA will make reasonable efforts to accommodate them.

A4.2 Expedited freight required to meet a Pull-In is at the Customer's expense, unless CFA agrees otherwise in writing.

A4.3 An approved Pull-In sets a new Scheduled Ship Date. Any later Push-Out of that line is measured from the new date and counts toward the limits in A3.2.

A5. Freeze Window and Scheduled Ship Dates

A5.1 Orders inside the Freeze Window will ship on the Scheduled Ship Date.

A5.2 If the Customer cannot accept delivery of an order inside the Freeze Window, CFA may, at its option, invoice the order on the Scheduled Ship Date and hold the products for up to thirty (30) days at the Customer's risk. Products held longer than thirty (30) days will be shipped to the Customer's ship-to address.

A5.3 Refusing delivery does not reschedule or cancel an order (Terms, Section 7.5).

A6. How to Request a Reschedule

A6.1 Reschedule requests must be made in writing to sales@crystalfontz.com or to the Customer's CFA contact. Each request must state the Customer PO number, the CFA Sales Order number, the part number, the line or release, and the requested new date.

A6.2 CFA will respond within two (2) business days. A reschedule is effective only when CFA issues a revised Sales Order Confirmation.

A6.3 Reschedule requests received after 11:00 am Pacific Time are treated as received on the next business day.

A7. Delays Caused by CFA

A7.1 If CFA moves a Scheduled Ship Date because of a supply delay or other cause on CFA's side, that change does not count toward the Customer's Push-Out limits. The Customer may then request one Push-Out of up to thirty (30) days beyond CFA's revised date without regard to the notice periods in A3.1.

A8. Exceptions

A8.1 Any exception to this Schedule is valid only if approved in writing by CFA's General Manager. An exception granted for one order does not apply to any other order (Terms, Section 22.3).