Terms & conditions

Sales

The sale of products and services ("Products") by iBuyXS LLC, BidChips, and their divisions, subsidiaries, and affiliates ("iBuyXS") are 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.

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. 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.

Limited Warranty

iBuyXS will pass through to Customer any transferable manufacturer warranty available to iBuyXS. To the extent required by applicable law, iBuyXS warrants that, at the time of delivery, 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 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. EXCEPT AS EXPRESSLY PROVIDED HEREIN, IBUYXS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Product Returns

Products may only be returned with a Return Material Authorization ("RMA") issued by iBuyXS. Customer must notify iBuyXS in writing within three (3) calendar days of receipt of any visible damage, shortage, or discrepancy. Failure to provide notice within such period constitutes acceptance of the Products. Warranty-related return requests must include:

• Written notice detailing the alleged defect;
• Supporting test results from a qualified independent test laboratory;
• Proof of purchase; and
• Compliance with all RMA instructions.

Products returned without authorization may be refused and returned at Customer's expense.

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 for the Product 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.

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.

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. All tariffs, duties, taxes, customs fees, brokerage fees, and governmental charges are solely the responsibility of Customer. Under no circumstances shall iBuyXS be responsible for calculating, collecting, notifying, reimbursing, or paying such charges.

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.

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.

Governing Law

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.

Electronic Acceptance

Use of the BidChips platform, submission of bids, participation in RFQs, electronic signatures, electronic communications, or completion of transactions electronically shall constitute acceptance of these Terms and Conditions.