Terms and Conditions

iBuyXS LLC

TERMS AND CONDITIONS

Applicable to iBuyXS LLC, BidChips, and their divisions, subsidiaries, and affiliates

Effective Date: August 19, 2026

These Terms and Conditions supersede all prior versions for transactions accepted on or after the Effective Date. They do not apply retroactively. See Section 14.

PART I — TERMS AND CONDITIONS OF SALE

1. Sales

The sale of products (“Products”) and services (“Services”) by iBuyXS LLC, BidChips, and their divisions, subsidiaries, and affiliates (“iBuyXS”) is subject to these Terms and Conditions (“Agreement”), regardless of any conflicting or additional terms contained in any purchase order, document, communication, or other instrument submitted by Customer (“Customer”). Any preprinted or conflicting terms contained in Customer’s documents are expressly rejected and shall not become part of this Agreement. BidChips is a division of iBuyXS LLC and is not a separate legal entity; iBuyXS LLC is the contracting party for all transactions conducted through BidChips. “Products” means tangible goods. Sections 2, 3, and 4 apply to Products only and do not apply to Services.

2. Product Condition and Disclaimer

Unless expressly stated otherwise in writing, all Products are sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.” Products may originate from original manufacturers, contract manufacturers, authorized distributors, independent distributors, OEM excess inventories, or other secondary-market sources. Except for information expressly stated as a specification or representation in iBuyXS’s quotation, order acknowledgment, invoice, or applicable independent test laboratory report, any information regarding date code, quantity, packaging, country of origin, traceability, testing status, condition, inventory history, or specifications is believed to be accurate but is not guaranteed. Customer is solely responsible for determining the suitability of any Product for its intended application.

3. Limited Warranty

3.1 Merchant Transactions Only. Customer represents and warrants that it is a merchant within the meaning of Section 672.104(1), Florida Statutes, dealing in goods of the kind sold hereunder, and that it purchases Products for resale or for incorporation into goods for commercial, industrial, or institutional use, and not primarily for personal, family, or household purposes. iBuyXS does not offer or sell Products to consumers. Customer further acknowledges that it has had a full and fair opportunity to inspect, sample, and test the Products as fully as it desired, and that pursuant to Section 672.316(3)(b), Florida Statutes, there is no implied warranty with respect to defects that such examination ought in the circumstances to have revealed.

3.2 Certified Products. Where Products have been inspected and certified by White Horse Laboratories or another Independent Test Laboratory selected by iBuyXS as authentic and conforming to the original manufacturer’s form, fit, and function, such certification satisfies iBuyXS’s Limited Warranty obligations with respect to, and only with respect to, the characteristics actually examined and the conclusions expressly stated in the laboratory’s written report, having regard to the scope, methodology, and sample size stated in that report. Products are shipped FOB the point of completion of such testing and release from the testing laboratory’s facility, which point shall be identified on the invoice; title and risk of loss transfer to Customer at that time. Any damage or nonconformance first discovered after such point of shipment that is within the scope of the characteristics so examined shall be presumed to have arisen after transfer of risk to Customer, and Customer’s recourse for such damage shall be a claim against the carrier or Customer’s own shipping/cargo insurance and not a warranty claim against iBuyXS. This Section 3.2 does not limit Customer’s rights under Section 4.4 with respect to counterfeit Product, or with respect to nonconformity falling outside the scope of the laboratory’s examination, including latent electrical or functional failure not covered by the stated methodology or sample size.

3.3 Non-Certified Products; Thirty (30)-Day Limited Warranty. Where Products have not been certified by an independent test laboratory as described above, the standard thirty (30)-day Limited Warranty otherwise set forth in this Agreement shall apply: iBuyXS warrants that, at the time of delivery, such Products shall substantially conform to the manufacturer’s published specifications for a period of thirty (30) days from delivery. Customer’s sole remedies for breach of this warranty shall be, at iBuyXS’s option: repair of the Product; replacement of the Product; or refund of the purchase price paid for the Product. In no event shall iBuyXS be liable for an amount greater than the purchase price paid for the Product.

3.4 Exclusions from the Limited Warranty. The Limited Warranty set forth in this Section 3 does not extend to, and no claim may be brought under it for, any of the following, each of which is an apparent condition governed exclusively by Section 4.3 and subject to the notice and evidentiary requirements of that Section: (a) the condition, integrity, or appearance of packaging of any kind, including outer cartons, moisture-barrier or dry-pack bags, vacuum seals, humidity indicator cards, desiccant, reels, tubes, trays, tape, or ESD packaging; (b) loss of vacuum, seal breach, puncture, tear, or opening of any moisture-barrier bag; (c) any tripped, expired, or out-of-range humidity indicator card, or any claim of moisture, humidity, or ESD exposure; (d) shortage, overage, miscount, or wrong part number; (e) cosmetic condition, marking, label, lot code, or date code appearance; (f) shipping or transit damage of any kind; or (g) date code, lot, or manufacturing-date preference, it being acknowledged that Products are sold from the open market and that iBuyXS makes no representation as to date code unless expressly stated in writing in iBuyXS’s quotation, order acknowledgment, or invoice.

3.5 Disclaimer of All Other Warranties.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN SECTION 3.6, IBUYXS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The foregoing disclaimer is made pursuant to Sections 672.316(2) and 672.316(3)(a), Florida Statutes, and is in addition to and not in limitation of the “AS IS,” “WHERE IS,” and “WITH ALL FAULTS” sale of Products set forth in Section 2. The parties further acknowledge, pursuant to Section 672.316(3)(c), Florida Statutes, that the exclusions and limitations in this Agreement are consistent with the usage of trade in the open-market and independent distribution of electronic components.

3.6 Warranty of Title. iBuyXS warrants that the title conveyed to Customer is good, that its transfer is rightful, and that the Products are delivered free from any security interest, lien, or other encumbrance of which Customer has no knowledge at the time of contracting. This warranty is not disclaimed, excluded, or limited by Section 3.5 or by Section 2.

4. Product Returns

4.1 All Sales Final; No Returns for Convenience or Market Conditions. All sales are final. Products are not returnable and no refund, credit, replacement, price adjustment, or other accommodation will be made, in whole or in part, on account of: any change in the market price, availability, lead time, or demand for the Products; Customer’s over-ordering, forecast revision, inventory position, or excess stock; cancellation, reduction, delay, or reschedule of any order by Customer or by Customer’s customer; any change in Customer’s design, program, build plan, or requirements; Customer’s failure to obtain financing or payment from a third party; or any other reason other than a timely and fully documented claim satisfying Section 4.3 or Section 4.4. Customer acknowledges that Products are sold in a volatile open market, that iBuyXS prices each transaction in reliance on the finality of the sale, and that iBuyXS would not sell at the agreed price absent that finality.

4.2 Definitions. For purposes of this Section 4:

(a) “Written Notice” means a notice transmitted to rma@ibuyxs.com (or such other address as iBuyXS designates in writing) that identifies the iBuyXS invoice number, the manufacturer part number, the quantity affected, and the specific condition claimed, and that attaches the Condition Record required by Section 4.3(b) where applicable. Telephone calls, voicemail, text messages, verbal statements to sales or other personnel, and general expressions of dissatisfaction do not constitute Written Notice and do not commence, toll, extend, or satisfy any period or requirement in this Section 4.

(b) “Independent Test Laboratory” means White Horse Laboratories or another independent test laboratory approved by iBuyXS in writing in advance, in each case operating under a documented, auditable chain of custody.

4.3 Incoming Inspection; Three-Day Notice of Apparent Conditions.

(a) Inspection. Customer shall inspect all Products immediately upon receipt at Customer’s receiving dock. Pursuant to Section 672.513(4), Florida Statutes, the place and method of inspection fixed in this Section 4.3 are the exclusive place and method of inspection. Customer must deliver Written Notice within three (3) calendar days of receipt of any visible damage, shortage, discrepancy, or other apparent condition, including any condition listed in Section 3.4. Failure to deliver conforming Written Notice within that period constitutes irrevocable acceptance of the Products and a complete waiver of any claim, remedy, or right of rejection or revocation of acceptance with respect to any such condition.

(b) Condition Record. As an express condition precedent to any claim under this Section 4.3, Customer shall create a date- and time-stamped photographic record (the “Condition Record”) documenting the Products as received, in the following sequence, disturbing the packaging at each step only as necessary to proceed to the next: (i) the shipping carton as received, exterior, all sides, with the shipping label legible and any visible damage shown; (ii) the interior packing as received, photographed immediately upon opening the outer carton and before removal of any contents; (iii) each moisture-barrier bag, sealed unit, reel, tube, or tray as received and still sealed, with the seal and all labels, lot codes, and date codes legible; (iv) where a humidity indicator card is enclosed within an opaque moisture-barrier bag and is therefore not visible while the bag is sealed, that card photographed immediately upon opening the bag; and (v) the specific condition claimed. Each step must be performed promptly upon receipt and in the order stated. The Condition Record must accompany the Written Notice. Absent a substantially conforming Condition Record, the Products are presumed to have been delivered in conforming condition, and Customer bears the burden of establishing by clear and convincing evidence that the claimed condition existed at the time of delivery.

4.4 Latent Nonconformity. For nonconformity that could not reasonably have been discovered by the inspection required by Section 4.3, and limited solely to (i) Product that is counterfeit, remarked, refurbished as new, or otherwise not the genuine article represented, or (ii) Product that fails to substantially conform to the manufacturer’s published specifications as to form, fit, or function, Customer must deliver Written Notice within thirty (30) calendar days of delivery. The Written Notice must be accompanied by (a) proof of purchase, (b) the photographic record required by Section 4.3(b)(i) through (iv), and (c) documentation of an unbroken chain of custody from delivery. Section 4.3(b)(v) does not apply to a claim under this Section 4.4 to the extent the nonconformity was not reasonably discoverable at receipt, provided that Customer instead photographs the affected Product and documents the nonconformity — including any applicable test data or laboratory findings — promptly upon its discovery, and states the date of discovery in the Written Notice. A written test report from an Independent Test Laboratory identifying the nonconformity and the test methodology must be provided within fifteen (15) calendar days after the Written Notice, or within such further time as iBuyXS approves in writing; iBuyXS will not unreasonably withhold an extension where Customer demonstrates that laboratory scheduling requires it. iBuyXS shall have the right, at its election, to require return of the affected Product for its own verification before any remedy is provided, and to have any Independent Test Laboratory examination witnessed by its representative. Customer’s sole and exclusive remedies under this Section 4.4 are those set forth in Section 3, at iBuyXS’s option. Testing expenses are borne by Customer pursuant to Section 672.513(2), Florida Statutes, and are recoverable from iBuyXS only if the Product is confirmed nonconforming and rightfully rejected.

4.5 Packaging, Seal, and Moisture-Barrier Integrity; Tampering.

(a) Packaging Claims. No claim based on the condition or integrity of packaging — including loss of vacuum or dry-pack seal, a punctured, cut, torn, or opened moisture-barrier bag, a tripped or expired humidity indicator card, a broken factory seal, an opened reel or tube, or a removed, defaced, or altered label, lot code, or date code — will be considered unless it is asserted under Section 4.3 within the three-day period and supported by a Condition Record prepared in accordance with Section 4.3(b).

(b) Alteration After Delivery. Any Product that, after delivery, has been re-bagged, resealed, re-reeled, re-taped, cleaned, reballed, reworked, remarked, or relabeled is not returnable, and all claims under Section 4.3 with respect to it are waived in full.

(c) Ordinary Inspection, Testing, and Handling Preserved. Nothing in this Section 4.5 waives or limits a claim under Section 4.4 where Customer opened, unsealed, electrically tested, programmed, or baked the Product in the ordinary course of incoming inspection, qualification, or production use, provided that (i) any baking or re-dry-packing was performed in accordance with the original manufacturer’s instructions or IPC/JEDEC J-STD-033, (ii) Customer preserved the original packaging and the balance of the lot as received, (iii) Customer contemporaneously documented the opening, testing, or handling, and (iv) Customer otherwise complied with Section 4.4. Where Product so handled cannot practicably be returned, iBuyXS’s right under Section 4.4 to require return for verification is satisfied by Customer making the Product and the balance of the lot available for inspection at Customer’s facility or at an Independent Test Laboratory. Destructive analysis, decapsulation, or other testing that renders the Product unfit for return requires iBuyXS’s prior written consent.

4.6 RMA Required; Return Condition. No Product may be returned without a Return Material Authorization (“RMA”) number issued by iBuyXS in writing in advance. Products returned without a valid RMA, or received more than fifteen (15) calendar days after RMA issuance, may be refused and returned to Customer at Customer’s expense, and no credit will be issued. Returned Product must be the identical Product shipped by iBuyXS, in the quantity authorized by the RMA, bearing the identical lot codes, date codes, and serial numbers, in its original packaging where the packaging has not been opened, complete with all original documentation, and free of any Customer marking, label, or handling not present at delivery. Units consumed or destroyed in destructive analysis approved by iBuyXS under Section 4.5(c) need not be returned, and the RMA quantity shall be adjusted accordingly. iBuyXS may reject any return that does not satisfy these conditions.

4.7 Risk of Loss; Transit Damage. Unless otherwise expressly agreed in writing on the invoice, and except as otherwise provided in Section 3.2 with respect to Products certified by an independent test laboratory, title and risk of loss pass to Customer upon delivery of the Products to the carrier at iBuyXS’s shipping point. Claims for loss or damage in transit are Customer’s claims against the carrier, and iBuyXS has no liability for them. iBuyXS will reasonably cooperate with Customer in the presentation of any such carrier claim at Customer’s expense.

4.8 Burden and Evidence. Pursuant to Section 672.607(4), Florida Statutes, the burden is on Customer to establish any breach with respect to Products accepted. Customer shall preserve the affected Product, its original packaging, and the balance of the lot as received, and shall make them available to iBuyXS on request until the claim is finally resolved. Failure to preserve the Product, its original packaging, or the balance of the lot voids the claim in full. Opening, unsealing, or testing performed in accordance with Section 4.5(c) does not constitute a failure to preserve. iBuyXS’s outgoing inspection, test, and packing records and photographs constitute prima facie evidence of the condition and conformity of the Products at the time of tender.

4.9 Condition Precedent; Time of the Essence. Strict compliance with every requirement of this Section 4 applicable to the particular claim — including each notice period, the Written Notice channel and content, the Independent Test Laboratory report, the chain of custody, the RMA, and the return-condition requirements — is an express condition precedent to any claim, action, suit, defense, setoff, recoupment, or counterclaim by Customer arising out of or relating to the Products, whether sounding in contract, warranty, tort, statute, or otherwise. Time is of the essence as to every period specified in this Section 4. The parties expressly agree, pursuant to Sections 671.102(2)(b) and 671.204(2), Florida Statutes, that the periods fixed in this Section 4 are the “reasonable time” for all purposes under Sections 672.602(1), 672.606(1)(b), 672.607(3)(a), and 672.608(2), Florida Statutes, and that, having regard to the commercial setting, purpose, and effect of this Agreement — including the open-market and “AS IS” character of the Products, the volatility of component pricing, and the fact that each party is a sophisticated merchant dealing in goods of this kind — such periods are not manifestly unreasonable. The Condition Record required by Section 4.3(b) is governed by the evidentiary standard stated in that Section rather than by the strict-compliance requirement of this Section 4.9.

4.10 Accommodation Returns. iBuyXS may, in its sole and absolute discretion and without any obligation to do so, accept a return that does not qualify under this Section 4 as a commercial accommodation. Any accommodation return requires a written RMA, requires Product in original, unopened factory packaging with all seals and labels intact, is subject to a restocking fee of twenty-five percent (25%) of the invoice price plus all freight and handling charges, and results in credit against future purchases only and not in a refund. The grant of an accommodation in any instance is not a waiver of any provision of this Agreement, does not establish a course of dealing or course of performance, and creates no entitlement to any future accommodation.

4.11 No Setoff. Customer shall pay each invoice in full when due without setoff, deduction, withholding, or recoupment on account of any claim under this Section 4 or otherwise. A pending or asserted return or warranty claim does not excuse or delay payment.

4.12 Bad-Faith and Fraudulent Claims. Customer represents and warrants that each notice, Condition Record, test report, photograph, and supporting document submitted under this Section 4 is true, complete, and not misleading, and that neither the Product nor its packaging has been altered, damaged, opened, or manipulated by or on behalf of Customer for the purpose of supporting a claim. If iBuyXS determines, following reasonable investigation, that a claim was asserted in bad faith, was materially false, or was supported by a falsified, staged, or altered Condition Record, photograph, or test report: (a) the claim is void in its entirety and any related remedy is forfeited; (b) Customer shall reimburse iBuyXS for all costs of investigation, testing, inspection, freight, and handling incurred in connection with the claim; (c) iBuyXS may declare all outstanding invoices immediately due and payable; and (d) iBuyXS may suspend or terminate Customer’s account, listings, and bidding privileges in accordance with Section 9. These remedies are cumulative and in addition to all other remedies available at law or in equity.

5. Price and Payment

5.1 Price. Prices are those stated in iBuyXS’s quotation, order acknowledgment, or invoice and are exclusive of shipping, insurance, duties, tariffs, and taxes. Unless a validity period is stated, quotations expire ten (10) calendar days after issuance and are in all cases subject to prior sale and continued availability of the Products.

5.2 Payment Terms. Unless iBuyXS has extended written credit terms to Customer, payment in full in immediately available funds is due in advance of shipment. Where iBuyXS has extended written credit terms, payment is due within the period stated on the invoice, or if no period is stated, within thirty (30) days of the invoice date. Where iBuyXS requires a deposit or progress payment, the deposit is applied against the purchase price and is non-refundable except to the extent iBuyXS fails to deliver the Products.

5.3 Taxes, Duties, and Fees. Prices exclude all sales, use, excise, value-added, and similar taxes, and all duties, tariffs, customs fees, and brokerage charges, all of which are Customer’s responsibility. Where iBuyXS is required by applicable law to collect or remit any such tax, Customer shall pay that amount to iBuyXS in addition to the price. Customer bears all wire transfer fees and bank charges associated with its payment. Credit card processing fees or surcharges apply only to the extent permitted by applicable law and payment-network rules and disclosed to Customer before payment.

5.4 Late Payment and Collection. Any amount not paid when due bears interest from the due date until paid at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer shall reimburse iBuyXS for all costs of collection, including reasonable attorneys’ fees and court costs, whether or not suit is filed.

5.5 Credit; Suspension; Acceleration. iBuyXS may prospectively modify, suspend, or withdraw credit terms with respect to new or unshipped orders at any time in its discretion. If Customer fails to pay any amount when due, becomes insolvent, makes an assignment for the benefit of creditors, becomes the subject of any insolvency proceeding, or suffers a material adverse change in its financial condition, iBuyXS may declare all outstanding amounts immediately due and payable, suspend or cancel any unshipped order, and require prepayment or other security as a condition of continued performance, in each case without liability to Customer.

5.6 No Setoff or Deduction. All amounts are payable in full without setoff, deduction, counterclaim, or withholding of any kind. This Section 5.6 is in addition to, and does not limit, Section 4.11.

6. Limitation of Liability

iBuyXS’s total liability arising from any Product, service, auction, RFQ, transaction, or related matter shall not exceed the amount paid by Customer to iBuyXS for the Product, Service, or platform or transaction fee at issue. Under no circumstances shall iBuyXS be liable for:

Lost profits;
Lost revenue;
Loss of business opportunity;
Rework costs;
Manufacturing expenses;
Recall costs;
Loss of data;
Loss of goodwill;
Consequential, incidental, indirect, punitive, or special damages.

Nothing herein limits liability that cannot be limited under applicable law.

The exclusions and limitations in this Section 6 are independent of, and shall survive and continue to apply notwithstanding, any failure of the limited or exclusive remedies set forth in Sections 3 and 4 of their essential purpose. Customer acknowledges that the loss addressed by this Section is commercial and that, pursuant to Section 672.719(3), Florida Statutes, limitation of damages where the loss is commercial is not unconscionable.

7. Use of Products

Customer shall comply with all manufacturer specifications and applicable laws. Products are not authorized for use in life-support systems, critical safety systems, aerospace, military, nuclear, medical implant, or other applications where failure may result in personal injury, death, or substantial property damage unless expressly approved in writing by the original manufacturer. Any such use is entirely at Customer’s risk.

8. Export / Import

Customer shall comply with all applicable export control laws, sanctions laws, customs regulations, and import requirements. Diversion contrary to United States law is prohibited. Except to the extent applicable law requires iBuyXS to calculate, collect, or remit such amounts, all tariffs, duties, taxes, customs fees, brokerage fees, and governmental charges are solely the responsibility of Customer, and iBuyXS shall not be responsible for calculating, collecting, notifying, reimbursing, or paying them.

9. Marketplace and Auction Terms

BidChips may act as principal, broker, marketplace operator, auctioneer, facilitator, marketing agent, or consignment representative depending upon the transaction. Inventory descriptions, quantities, packaging details, date codes, testing information, and other Product data may be supplied by third-party sellers and are not independently verified unless specifically stated.

All bids submitted through BidChips constitute legally binding offers to purchase. Winning bidders are obligated to complete the transaction. BidChips reserves the right to reject bids, suspend accounts, cancel auctions, modify bid increments, extend auction durations, remove listings, or refuse service at its sole discretion to protect marketplace integrity.

Failure to complete a transaction may result in account suspension, permanent removal from the platform, cancellation of bidding privileges, legal action, and recovery of damages.

10. Non-Circumvention

Any buyer, seller, or other party introduced through BidChips or iBuyXS agrees not to circumvent iBuyXS or BidChips for a period of twenty-four (24) months following introduction. Any transaction completed in violation of this provision shall entitle iBuyXS to recover damages equal to the greater of: (a) the fees or commissions that would have been earned by iBuyXS; or (b) twenty percent (20%) of the total transaction value.

The parties acknowledge and agree that, based on iBuyXS’s historical transaction economics, the loss anticipated from circumvention may equal or exceed twenty percent (20%) of transaction value; that the actual loss caused by circumvention is inherently difficult to prove because the terms and value of the circumventing transaction rest within the knowledge and control of the circumventing parties; and that the amount fixed in this Section is therefore a reasonable estimate of the harm anticipated from a breach and is not a penalty, within the meaning of Section 672.718, Florida Statutes.

11. Governing Law; Attorney’s Fees

11.1 Governing Law and Venue. This Agreement shall be governed by the laws of the State of Florida without regard to conflict-of-law principles. Any dispute arising under this Agreement shall be brought exclusively in the state courts of Pinellas County, Florida, or the federal courts having jurisdiction therein.

11.2 Attorney’s Fees and Costs. In any action, proceeding, or dispute arising out of or relating to this Agreement or any Product, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees, paralegal fees, expert and testing fees, and costs, incurred before suit, at trial, and on appeal, including those incurred in establishing entitlement to and the amount of such fees. This Section applies equally to claims, counterclaims, defenses, setoffs, and recoupments, and survives termination of this Agreement.

12. Entire Agreement; No Reliance; Amendment and Waiver

12.1 Entire Agreement. This Agreement, together with iBuyXS’s quotation, order acknowledgment, and invoice for the applicable transaction, constitutes the entire agreement between the parties with respect to the Products and Services, and supersedes all prior and contemporaneous agreements, understandings, negotiations, quotations, representations, and communications, whether oral or written.

12.2 No Reliance. Customer acknowledges that in entering into this Agreement it has not relied upon, and shall have no remedy in respect of, any statement, representation, assurance, warranty, promise, or understanding — oral or written, express or implied — not expressly set forth in this Agreement. Without limiting the foregoing, no statement by any sales representative, account manager, or other personnel of iBuyXS regarding returnability, date code, condition, packaging, testing, traceability, or suitability creates any obligation of iBuyXS unless expressly stated in writing in iBuyXS’s quotation, order acknowledgment, or invoice.

12.3 Amendment and Waiver. No amendment, modification, or waiver of any provision of this Agreement is effective unless in writing and signed by an authorized officer of iBuyXS. No course of dealing, course of performance, usage of trade, prior accommodation, failure to enforce, or delay in enforcing any provision operates as a waiver of that or any other provision. A waiver on one occasion is not a waiver on any other occasion.

13. Severability; Reformation

If any provision of this Agreement is held invalid, illegal, or unenforceable in any respect, that provision shall be reformed and enforced to the maximum extent permitted by applicable law so as to give effect to the parties’ intent, and the remaining provisions shall continue in full force and effect. Without limiting the foregoing, if any period fixed in Section 4 is held manifestly unreasonable or otherwise unenforceable as applied, that period shall be reformed to the shortest period enforceable under applicable law, and shall not be construed as imposing no period or as reverting to an open-ended “reasonable time” standard. If any disclaimer of warranty, limitation of liability, exclusion of damages, or limitation of remedy is held unenforceable in part, it shall be enforced to the fullest extent permitted.

14. Effective Date; No Retroactive Application

These Terms and Conditions apply to quotations issued, orders accepted, and transactions entered into by iBuyXS on or after the Effective Date stated above. Any transaction accepted before the Effective Date remains governed by the Terms and Conditions in effect at the time of that acceptance. These Terms and Conditions supersede all prior versions on a going-forward basis only and shall not be applied retroactively to any prior transaction, order, or claim.

15. Acceptance of These Terms

15.1 Methods of Acceptance. Customer accepts this Agreement by any of the following: (a) checking a box, clicking a button, or taking a similar affirmative action presented together with these Terms and Conditions, or with a conspicuous link to them, and labeled to indicate that the action constitutes acceptance; (b) submitting a bid or purchase order through the BidChips platform where these Terms and Conditions are presented or conspicuously linked at the point of submission together with notice that submission constitutes acceptance; (c) signing or returning a quotation, order acknowledgment, or other document that incorporates these Terms and Conditions by reference; or (d) accepting delivery of, or making payment for, Products where these Terms and Conditions were provided or conspicuously linked in iBuyXS’s quotation or order acknowledgment for that transaction. iBuyXS shall present these Terms and Conditions, or a conspicuous link to them, at or before the point of order placement; an invoice alone is not a sufficient first presentation.

15.2 Electronic Records and Attribution. Electronic signatures, records, and communications used in connection with any method of acceptance under Section 15.1 are valid and enforceable to the fullest extent permitted by the Uniform Electronic Transaction Act, Section 668.50, Florida Statutes. iBuyXS shall retain a record of the exact version of these Terms and Conditions accepted, together with the date, time, account, user identity, and the affirmative action taken, and such records shall constitute prima facie evidence of acceptance and of attribution to Customer.

15.3 No Implied Acceptance. Neither the mere receipt of an electronic communication from iBuyXS, nor browsing the iBuyXS or BidChips websites without taking an action described in Section 15.1, constitutes acceptance of this Agreement.

PART II — TERMS AND CONDITIONS OF PURCHASE

General

The purchase of goods (“Goods”) and services (“Services”) by iBuyXS LLC (“iBuyXS”) from any seller (“Seller”) is subject exclusively to these Terms and Conditions. Any additional or conflicting terms proposed by Seller are expressly rejected. References in this Part II to “Products” mean Goods and, where the context so requires, Services.

1. Revocation and Effect of Order

This Purchase Order may be revoked at any time prior to written acceptance by Seller. This Order expressly limits acceptance to the terms of this Order, and iBuyXS objects to any different or additional terms contained in any response to this Order. Shipment of Products or performance of Services constitutes acceptance of all terms contained herein.

2. Delivery

Time is of the essence in this Order. Delivery of the Goods and performance of any Services shall be made pursuant to the schedule, via the carrier, and to the place specified on the face hereof unless changed by written instructions from iBuyXS prior to shipment or performance. Seller shall promptly inform iBuyXS of any anticipated delay in shipment or performance. iBuyXS reserves the right to return, shipping charges collect, all Goods received more than one (1) business day in advance of the specified delivery date or after the specified delivery date. If this Order calls for delivery in installments and Seller fails to deliver an installment on the designated delivery date, iBuyXS may decline to accept subsequent installments and terminate the balance of this Order.

3. Shipping Instructions

Seller shall properly package all Goods to prevent damage during transit. All shipments must clearly reference the applicable Purchase Order number.

4. Title and Risk of Loss

Unless otherwise specified, Goods shall be delivered DDP iBuyXS’s designated location (Incoterms® 2020). Notwithstanding the risk allocation that would otherwise apply under Incoterms® 2020 DDP, the parties expressly agree that title and risk of loss transfer to iBuyXS only upon iBuyXS’s receipt AND acceptance of the Goods under Section 6. If any ordered Goods are destroyed or materially damaged prior to the time risk of loss passes to iBuyXS, iBuyXS may cancel this Order as to the destroyed or materially damaged Goods or require the prompt delivery of substitute Goods of equal quantity and quality.

5. Price and Payment

The price to be paid by iBuyXS for the Goods shall be that stated on the face hereof. Unless otherwise agreed, payment terms are Net ninety (90) days following iBuyXS’s receipt, inspection, and acceptance of the Goods or, if applicable, acceptance of Services. Notwithstanding the sixty (60)-day inspection period in Section 6, the payment period under this Section runs from acceptance, and the parties acknowledge and intend that payment may accordingly become due as late as approximately one hundred fifty (150) days after iBuyXS’s receipt of the Goods. iBuyXS may withhold any amount disputed in good faith and may set off against amounts owed to Seller any amount owed by Seller to iBuyXS under this or any other order, including refunds and reimbursements owed under Section 9. Seller shall submit invoices by email. Seller invoices must list only one iBuyXS item number and one iBuyXS purchase order number. Unless otherwise specified on the face hereof, the price of the Goods includes all shipping charges, taxes, VAT, duties and packaging. Personal property taxes assessable upon the Goods prior to receipt by iBuyXS shall be borne by Seller.

6. Inspection

iBuyXS shall have sixty (60) days from the date of receipt of the Goods for inspection, authentication, verification, and testing. Parts must adhere to the original factory form, fit, and function, including original manufacturer packaging, labeling, and boxes, except to the extent a deviation is expressly disclosed by Seller in writing before shipment and accepted by iBuyXS in writing, including in the purchase order or a written amendment. Acceptance shall not waive latent defects, counterfeit findings, authenticity issues, or concealed nonconformities. Any Goods not rejected during that 60-day period shall be deemed accepted. Where only a partial quantity of Goods is rejected, Seller agrees to provide a full refund for the cost of the rejected Goods plus any testing and shipping fees associated with the rejected material, prorated based on the value of the rejected Goods as a percentage of the entire batch.

7. Seller Warranties

Seller warrants that all Goods: are genuine and authentic; are free of liens and encumbrances; conform to Seller’s descriptions and representations; have not been remarked, altered, relabeled, recycled, cloned, harvested, refurbished, or otherwise modified unless expressly disclosed in writing before shipment and accepted by iBuyXS; may be lawfully sold and transferred; and are free from defects in materials and workmanship and conform to the original manufacturer’s published specifications and to the original manufacturer’s form, fit, and function, for a period of two (2) years from iBuyXS’s receipt of such Goods. Seller further warrants that it possesses all necessary authority to sell the Goods.

8. Third-Party Testing

iBuyXS may submit Goods to independent laboratories for inspection, authentication, electrical testing, x-ray analysis, decapsulation, solderability testing, chemical analysis, or any other commercially reasonable verification procedure. Testing may be conducted by White Horse Laboratories or any other qualified third-party laboratory selected by iBuyXS.

9. Failed Inspection or Testing

If Goods fail inspection, authentication, testing, or verification, or are found to be counterfeit, misrepresented, or damaged, or otherwise fail to conform to the purchase order, to Seller’s warranties under Section 7, or to the specifications and representations accepted by iBuyXS, Seller shall: Refund all purchase amounts; Reimburse testing costs; Reimburse shipping costs; Reimburse insurance costs; Reimburse handling costs; and Accept return of the Goods at Seller’s expense, except as provided in Section 10.

10. Suspected Counterfeit Goods

10.1 Quarantine and Evidence Preservation. Where iBuyXS determines or reasonably suspects that Goods are counterfeit, remarked, or otherwise not genuine, iBuyXS may immediately quarantine the Goods and preserve them, together with all related documentation, photographs, and test results, as evidence, and shall not be obligated to return them to Seller notwithstanding Section 9.

10.2 Notice and Opportunity to Inspect. iBuyXS shall promptly notify Seller of the suspected finding and, except where applicable law, customer flow-down requirements, or safety considerations require immediate action, shall afford Seller ten (10) business days to inspect the Goods at iBuyXS’s or the testing laboratory’s facility, or to request a retest at Seller’s expense by a mutually acceptable independent test laboratory.

10.3 Destruction and External Reporting. Permanent destruction of the Goods, and any external report characterizing the Goods as counterfeit to the original component manufacturer, GIDEP, ERAI, comparable industry reporting bodies, or any governmental authority, shall follow confirmation by the original component manufacturer or a qualified independent test laboratory, except where applicable law, customer flow-down requirements, or safety considerations require earlier action.

10.4 Seller Obligations and Waiver. Upon confirmation under Section 10.3, Seller remains obligated to refund all purchase amounts and to reimburse all testing, shipping, insurance, and handling costs under Section 9, whether or not the Goods are returned. If counterfeiting is not confirmed, the Goods remain subject to iBuyXS’s other inspection, rejection, and remedy rights under Sections 6 through 9. Seller waives any claim arising from quarantine, retention, reporting, or disposal carried out in accordance with this Section 10.

11. Indemnification

Seller shall indemnify, defend, and hold harmless iBuyXS and its customers from all claims, damages, losses, liabilities, costs, and expenses arising from: Intellectual property infringement; Goods defects; Personal injury or property damage; Counterfeit or nonconforming Goods; Breach of Seller warranties; Seller negligence or misconduct.

12. Changes

iBuyXS may, by purchase order amendment issued to Seller, change (a) the method of shipment or packing, (b) the drawings, designs, or specifications, (c) the place of delivery, or (d) the shipment date. Seller shall promptly inform iBuyXS of any modifications to the delivery schedule necessitated by the changes. If any Goods are designated noncancelable/non-returnable (“NCNR”), iBuyXS may reschedule the delivery of any NCNR Goods at any time up to the time of shipment for a period of up to ninety (90) days beyond the delivery date, and iBuyXS shall not have any liability for any costs associated with such rescheduling. Within three (3) days from receipt of a purchase order amendment, Seller shall notify iBuyXS in writing of any increase or decrease in the cost of performance caused by a purchase order amendment and provide supporting documentation. iBuyXS shall make an equitable adjustment in the Order to reflect valid cost variances due to the changes requested by iBuyXS.

13. Entire Agreement

These Terms and Conditions, together with the applicable Purchase Order, constitute the entire agreement between the parties unless superseded by a separately executed written agreement.

14. Governing Law

These Terms and Conditions shall be governed by the laws of the State of Florida. All disputes shall be resolved exclusively in the courts located in Pinellas County, Florida.

15. Electronic Communications

Electronic communications, electronic signatures, electronic Purchase Orders, and electronic acceptances shall be deemed valid and enforceable to the fullest extent permitted by law.