Terms & Conditions of Sale

GENERAL:(a) These Terms and Conditions shall apply to all contracts for goods sold or work done by Sundance Digital Signal Processing Inc (hereinafter referred to as “Sundance DSP”) and purchased by any customer (hereinafter referred to as “Customer”).

(b) These terms and conditions shall constitute the whole agreement between Sundance DSP and its Customers and may not be modified or varied unless specifically accepted by Sundance DSP in writing.

(c) Each order received and accepted by Sundance DSP will be deemed to be a separate Contract to which these conditions of sale shall apply.

(d) As all products are built to order and SDSP our sales are based on NCNR terms (Non-Cancelable, Non-Refundable). In particular, all IPs consisting of software, firmware sources cannot be taken back for credit, and customers are well-advised to make sure of the suitability of the IPs for their application before purchase. If any hardware delivered to customers does not perform as advertised then SDSP may decide to refund, replace or perform the repair at its sole discretion.

  1. PRICES AND ORDERS:

(a) Quotations are made by Sundance DSP upon Customer’s request but there is no obligation for either party until Sundance DSP accepts the Customer’s order.

(b) Sundance DSP reserves the right to increase the price of goods agreed to be sold in proportion to any increase of costs to Sundance DSP between the date of acceptance of the order and the date of delivery or where the increase is due to any act or default of the Customer, including the cancellation or rescheduling by the Customer of part of any order.

(c) Sundance DSP reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of any of the Customer’s commitments with Sundance DSP not being met.

  1. DELIVERY:

(a) Any delivery date quoted is only an estimate and not of the essence. Sundance DSP accepts no liability and responsibility for any delay in delivery or failure to deliver.

(b) Delivery of the Goods to a carrier for transmission to the Customer or the prior delivery of the Goods to the stipulated place of delivery shall constitute delivery to the Customer and the risk therein shall, upon such delivery pass to the customer.

(c) If the goods are not received by the Customer within seven days from the date of the relevant invoice, the carrier, and Sundance DSP must at once be informed.

(d) Unless otherwise agreed in writing, Sundance DSP shall be entitled to make partial deliveries or deliveries by installments and the terms and conditions herein contained shall apply to each partial delivery.

(e) Deviations in quantity of the Goods delivered (representing not more than 10% by value) from that stated in the Contract shall not give the Customer any right to reject the Goods or to claim damages and the Customer shall be obliged to accept and pay at the Contract rate for the number of goods delivered.

(f) The customer shall not delay any requested delivery times stated in the Contract without the prior written agreement of Sundance DSP.

  1. PAYMENT:

(a) All prices and charges quoted by Sundance DSP are exclusive of local taxes unless otherwise stated.

(b) Payment for the goods or services is due on delivery unless otherwise stated or prior agreement or credit given by Sundance DSP to the Customer. Sundance DSP therefore shall not be under any obligation to supply the goods until payment has been received. In the event of Sundance DSP having dispatched the goods to the Customer and discovering payment has not been made (for instance if a check is dishonored) then interest at 1.5% per month will be charged on any outstanding amount from said due date of payment until payment is made in full, such interest to accrue daily.

(c) If a credit account is approved, payments must be made within thirty days from the date of invoice. Failure to comply will result in interest being charged at 1.5% per month.

(d) In the event of non-payment, the customer will be responsible for all reasonable costs incurred by Sundance DSP to recover the monies owed, including attorney fees and investigative services.

  1. RISK:

Notwithstanding that property in the Goods has not passed under Clause 6 hereof; the risk of loss or damage to the goods shall pass to the Customer on delivery.

  1. RESERVATION OF TITLE:

(a) Absolute property in the goods shall remain in Sundance DSP until:

(i) Sundance DSP has received payment in full of the price and any additional sums due under which the Goods are supplied, and

(ii) no other sums whatever shall be due from the Customer to

Sundance DSP.

For these purposes, Sundance DSP has only received a payment when the amount of that payment is irrevocably credited to its account.

(b) Subject to Clause 6(a) Sundance DSP shall retain title to the Goods where the Goods have been attached to any other product not owned by Sundance DSP provided the Goods are readily identifiable or separable from the resulting composite or mixed product.

(c) If the Customer (who shall in such case act on his account and not as agent for Sundance DSP) shall sell the Goods before making payment in full for them, the beneficial entitlement of Sundance DSP therein shall attach to the proceeds of such sale or the claim for such proceeds.

(d) The Customer shall store any Goods owned by Sundance DSP in such a way that they are identifiable as Sundance DSP’s property, and shall maintain records of them identifying them as Sundance DSP’s property. The Customer will allow Sundance DSP to inspect these records and the Goods themselves upon request.

(e) In the event of failure by the Customer to pay any part of the price of the Goods, in addition to any other remedies available to Sundance DSP under these terms and conditions or otherwise, Sundance DSP shall be entitled to repossess the goods. The Customer will assist and allow Sundance DSP to repossess the Goods as aforesaid and for this purpose admit or procure the admission of Sundance DSP or its employees and agents to the premises in which the Goods are situated.

  1. RETURN OF GOODS:

(a) Goods incorrectly ordered (either as to the type or as to quantity) by the Customer will NOT be accepted for return by Sundance DSP unless prior approval to such return has been given by Sundance DSP, such approval to be given at the sole discretion of Sundance DSP and, if given, may be subject to a payment by the Customer to cover Sundance DSP’s administration costs.

(b) In the case of any damage to Goods in transit, the Customer must notify Sundance DSP within 3 (three) days after delivery.

Sundance DSP shall not be required to replace any Goods damaged in transit and the Customer shall be obliged to pay for them if the Customer does not comply with this notification requirement or has not asked for insurance coverage for any loss or damages during transportations.

  1. WARRANTY:

(a) Sundance DSP warrants that all Sundance DSP manufactured Goods sold will be free from defects in materials and workmanship for at least twelve months after delivery (“The Warranty Period”). Sundance DSP’s original invoice number under which the defective goods supplied must be quoted for this purpose.

(b) The said warranty is contingent upon the proper use of the Goods by the Customer and does not cover any part of the Goods which has been modified without Sundance DSP’s prior written consent or which has been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered. Nor will such warranty apply if repair or parts are required as a result of causes other than ordinary authorized use including without limitation accident, hazard, misuse, or failure of fluctuation of electric power, air conditioning, humidity control, or other environmental conditions.

(c) Sundance DSP products that are found to be defective when returned prepaid to Sundance DSP within the warranty period may be repaired or replaced at Sundance DSP’s discretion. Sundance DSP’s warranty covers parts, labor, and return shipping.

(d) Sundance DSP makes no warranty of fitness for a particular purpose. Sundance DSP products are not authorized for use as critical components in life support devices or systems without the express written consent of the Managing Director of Sundance DSP

(e) Any software comprised in the Goods is supplied subject always to the manufacturer’s/original supplier’s standard terms and conditions as contained thereon and delivered therewith and Sundance DSP shall not be responsible or liable in any respect with regard thereto. Sundance DSP does not warrant the intellectual content to be free from errors.

  1. LIABILITY:

(a) No liability will be accepted by Sundance DSP in respect of damage to or shortage of Goods. Sundance DSP shall also have no liability in respect of damage or shortages caused by the acts or omission of the Customer or others or by causes beyond the control of Sundance DSP.

(b) Sundance DSP’s liability to the Customer in respect of defects in the Goods shall only be limited to the obligations of replacement under the terms of Clause 9. and Sundance DSP shall have no other liability whatsoever to the Customer.

  1. REPAIR POLICY:

(a) Sundance DSP will attempt to repair or replace (at Sundance DSP’s sole discretion) all hardware manufactured by, or for Sundance DSP. Hardware is considered out of warranty if:

(i) The standard 12 month warranty period has expired.

(ii) Upon investigation, it is found that damage has been caused through mishandling or excessive mechanical or electrical stress.

(b) The customer may contact Sundance DSP requesting a Returned Material Authorization (“RMA”) Order Number and instructions on where to ship the defective Hardware.

(c) The customer must package the Hardware authorized on the RMA Order using commercially acceptable material and packing methods and arrange for shipment to Sundance DSP, at the customer’s expense, within thirty days of the issuance of the RMA Order Number. All Hardware sent to Sundance DSP for Repair services must include the following:

(i) A copy of the RMA Order Form supplied by Sundance DSP (recommended).

(ii) A full text description of the defect(s) or malfunction(s), and

(iii) Each unit must be marked with Sundance DSP’s RMA Order number, its product identification (model or part number), and its serial number.

(d) Upon receipt of the defective Hardware and required accompanying documentation, Sundance DSP will arrange for the Hardware to be inspected and diagnosed and, if found to contain faulty components, repaired or replaced within two weeks of receipt of Hardware. All mandatory design changes and updates will be applied during the Repair process.

If the hardware is out of warranty the customer will be contacted and informed of any charges before the repair is carried out. The cost of repair will be assessed on an individual basis and will include the cost of replacing components and engineering labor.

Sundance DSP will return repaired or replaced Hardware to the customer’s designated location identified on the RMA Order within two weeks of receipt of hardware. If this is not possible the customer will be contacted and a later delivery date will be arranged.

Repaired or replaced Hardware will be billed to the customer at the current rates for any services provided and not covered by Sundance DSP’s warranty.

(e) Hardware that is reported as defective and is found to be free of defects will be returned to the customer and the customer will the charged a No Fault Found (“NFF”) fee, in addition to all other applicable charges for services provided, regardless of the Hardware’s Warranty status.

(f) Hardware that is not repairable to Sundance DSP standards will be decommissioned by Sundance DSP, or returned to the customer, per customer instructions, and the customer may be charged for the inspection and diagnosis of the Hardware in addition to all other applicable charges for services provided.

  1. FORCE MAJEURE:

Sundance DSP shall not be under any liability of whatsoever kind for non-performance in whole or in part of its obligations under the Contract due to causes beyond the control of either Sundance DSP or its suppliers including, but not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, acts of the Customer or a third party, failure or delay in transportation, acts of any Government or any agency, or subdivision thereof, Government regulations, judicial actions, labor disputes, strikes, embargoes, illness, accident, fire, explosion, flood, tempest or other acts of God, delay in delivery to Sundance DSP or its suppliers or shortage of labor, fuel raw materials, or machinery or technical failure. In any such event, Sundance DSP may, without liability, cancel or vary the terms of the Contract including, but not limited to, extending the time for performing the Contract for a period of at least equal to the time lost because of such event.

  1. THIRD-PARTY PRODUCTS:

Any supplied hardware, software, and firmware, originating from third-party companies, is the originators’ (Manufacturer’s) responsibility and Sundance DSP Inc does not accept any responsibility for that. The customer is responsible to visit the manufacturer’s website or contact them directly to make sure that they understand the manufacturer’s support

terms and conditions.

  1. NOTICES:

Any Notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified on the invoice or such other addresses as that party may from time to time notify in writing and shall be deemed to have been served if sent by post, 48 hours after posting.

  1. EFFECT OF LEGISLATION:

The unenforceability or invalidity of any clause or sub-clause of these Conditions will not affect the enforceability or validity of the remainder and if any of these Conditions or any part of them is rendered void, voidable, or unenforceable by any legislation to which it is subject, it will be void, voidable or unenforceable to that extent and no further.

  1. LAW:

These conditions shall be governed and construed by State of Nevada law and the State of Nevada courts shall have exclusive jurisdiction herewith.

  1. HEADINGS:

The headings of these conditions are for convenience only and shall not affect the interpretation thereof.