BINDING TERMS AND CONDITIONS OF SALE

The following are the terms and conditions of agreement ("Terms and Conditions") for the sale of products ("Products") by Longzi Technology (Shenzhen) Co., Ltd. ("LZCHIPS") to LZCHIPS's customers ("Customers"). Agreements under these Terms and Condition of sale form the sole agreement with respect to the sale of products, and supersedes all proposals, negotiations, conversations, discussions, agreements and/or representations, whether oral or written, including any industry custom or past dealing between the parties relating to the sale of products.

1. ACCEPTANCE AND CANCELLATION OF ORDERS

Website availability and pricing is an invitation to Customer to tender an offer. Responses to quotes, and other inquiries for pricing and availability are not construed as an offer by LZCHIPS. Acceptance will be in writing, by either an Order Confirmation e-mail or Electronic Data Interchange (‘EDI”) acknowledgement. Acceptance can also be though execution of Customer's order by LZCHIPS. When a Customer orders a product from the LZCHIPS’s website, the preliminary written reply to the order issued on the LZCHIPS’s website does not mean that the order has been accepted. The written reply is only used to let the Customer know that the order has been entered into the LZCHIPS’s computer system. Orders accepted by LZCHIPS may be cancelled by Customer upon written consent of LZCHIPS provided such order is not "NC/NR" or "Non-Cancelable/Non-Returnable", "Non-Standard Products", or governed by a Purchase Agreement Letter. Non-standard products are product LZCHIPS has to order from a supplier specifically for the Customer. This also includes, products not normally in stock, or orders where value-added services have been incorporated into products. Non-standard products are non-cancelable and non-refundable. LZCHIPS may identify Products as non-standard or "NC/NR" by various means including quotes, Products lists, attachments or exhibits. Customer may not change, cancel or reschedule Orders for Products without LZCHIPS's consent. If after acceptance by LZCHIPS of the Customer’s order, the Customer cancels the order, LZCHIPS may request the Customer pay LZCHIPS reasonable cancellation or reliance charges. These charges are paid to LZCHIPS by the Customer. Customer requests to reschedule are subject to acceptance by LZCHIPS in its sole discretion. Orders shall not be canceled or rescheduled after the order has been submitted by LZCHIPS to the shipment carrier. MOUSER RESERVES THE RIGHT TO LIMIT OR CANCEL ANY ORDER, AND HAS SOLE DISCRETION, TO ALLOCATE SALES, LIMIT QUANTITIES OF SELECTED PRODUCTS, AND LIMIT SELECTED PRODUCTS TO ITS CUSTOMERS. MOUSER RESERVES THE RIGHT TO REJECT ANY ORDER, OR ANY PART OF AN ORDER. PRODUCT SPECIFICATIONS AND AVAILABILITY ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE.

1a. Returns

Returns are normally accepted when completed within 30 days of the ship date for the convenience of the Customer. If LZCHIPS agrees to accept a return, return freight charges must be prepaid by Customer. LZCHIPS will not accept COD shipments. Some products may require return directly to the manufacturer. All return items must be in the original packaging, unused, untested, un-programmed, and in resalable condition. Contact a Customer Service Representative for a Return Materials Authorization Number and addressing instructions prior to returning product. Any ESD, programmable semiconductors, or moisture sensitive product returned that has been opened will not be eligible for credit. These statements concerning Returns, do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (See the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these terms.)
1b. Counterfeit Product Prevention Clause

Only products originally shipped from LZCHIPS or from a supplier at LZCHIPS's direction (drop-ship) will be returned to LZCHIPS. All others will be promptly quarantined and disposed of or returned to the Customer. By a Customer returning products to LZCHIPS, the Customer certifies that the products were purchased from LZCHIPS and there has been no substitution in whole or part of same product from another supplier, distributor or other such source of the product. The return should be in the original packaging (manufacturer or LZCHIPS), in unused and untested condition (except defective). ESD, programmable semiconductors, or moisture sensitive products should not be opened.

2. PRICES

LZCHIPS makes every effort to provide current and accurate information relating to prices, but does not guarantee the currency or accuracy of any such information. Prices are subject to change at any time prior to LZCHIPS's completion of your order. In the event LZCHIPS discovers an error in pricing, we will notify Customer of the corrected version, and Customer may choose to accept the corrected version, or cancel the order. LZCHIPS is not responsible for pricing, typographical, or other errors in any communication with the Customer, and reserves the right to cancel any orders arising from such errors. Orders are billed at the prices and currency in effect at the time of shipment. Prices will be as specified by LZCHIPS and will be applicable for the period specified in LZCHIPS's quote. Unless otherwise stated on the quote, quotes are invitations to tender and are subject to change at any time without notice. If no period is specified, quoted prices will be applicable for thirty (30) days. The website reflects the latest pricing information. Prices shown on the website are subject to change without notice. Prices are subject to increase in the event of an increase in LZCHIPS's costs or other circumstances beyond LZCHIPS's reasonable control, including but not limited to, manufacturers’ price increases, change in exchange rate, or quoting errors. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, and document fees.

3. TERMS OF PAYMENT

All payments must be made in the currency billed on the original invoice or credit card receipt. Credit cards accepted include major credit cards, purchase cards, and major bank debit cards including MasterCard, VISA, Diners Club, Discover, and American Express. Credit Card billing information must be verified on new Customers prior to shipment of order. Payment via net thirty (30) days is available to businesses, schools, and agencies with three references or as otherwise specified by LZCHIPS. Prepaid Wire Transfer/EFT/Proforma: Customers can wire the funds to our bank. After your order is placed we will e-mail a Proforma invoice which includes our bank information, the merchandise total and shipping charges. We will reserve stock for your order for 72 hours on orders awaiting funds. Orders will be canceled after 20 business days if funds have not been received. Customer is responsible for duties and taxes.

4. GENERAL

The Terms and Conditions may not be modified or cancelled without LZCHIPS's written agreement. Accordingly, goods furnished and services rendered by LZCHIPS are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by these Terms and Conditions, notwithstanding contrary or additional terms and conditions in any purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer's order, the information and conditions on the Credit Application are controlling over Customer and LZCHIPS. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents ("Customer Documents"), whether heretofore or hereafter submitted, are negated by submission of the Credit Application and the issuance of credit by LZCHIPS, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by LZCHIPS. LZCHIPS's performance of any contract is expressly made conditional on Customer's agreement to LZCHIPS's Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by LZCHIPS. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer's convenience only and shall not be deemed or construed to be acceptance of Customer's terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of LZCHIPS. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States.