TERMS AND CONDITIONS

All quotations for goods and services and all orders placed with Vyrian and its divisions, subsidiaries and affiliates are subject to the terms of this Agreement, including the following Terms and Conditions of Sale or (“Conditions”). Any purported change submitted by a Customer or (“Buyer”) in any additional documentation is hereby expressly rejected. All purchases by Buyer are expressly limited and conditioned upon acceptance of these Conditions. Preprinted terms and conditions on any document of the Buyer (for example: Order confirmations, Purchase Orders, other writings) and/or Vyrian’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement. To the extent that any provision of this Agreement conflicts with any term or condition set forth in any prior or subsequent documentation, the provisions of this Agreement shall supersede and control. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of this Agreement will prevail and these terms will continue to be the sole terms governing the order. Neither Vyrian's commencement of performance nor delivery shall constitute acceptance of Buyer's additional or different terms and conditions. Buyer's acceptance of the products and/or services shall be deemed to constitute unqualified acceptance of the Terms and Conditions contained here.

Your placement of an order with Vyrian is an acceptance of the terms contained in this Agreement, and Buyer is responsible for the accuracy of its order. Buyer’s specifications and relevant order information must be supplied to Vyrian within sufficient time to enable Vyrian to deliver the products per that specification. Vyrian specializes in Product shortages and procuring hard-to-find components. Buyer acknowledges that this Product will often NO LONGER have traceability to the original manufacturer or original packaging— particularly for Product with older date codes. Buyer must stipulate at the time of order if it requires traceability back to the original manufacturer and the precise nature of such traceability documentation for Product acceptance. (e.g., manufacturer COCs, original packaging, QR code tracing, or labeling requirement.) If Buyer has not expressly stipulated a requirement in its Purchase Order, buyer waives any right to cancel or return product for lack of such documentation and Vyrian will reject any return request citing lack of such documentation. Order acceptance is expressly tied to the Terms and Conditions contained in the Sales Order, and in no event shall any of the Terms and Conditions contained in the Buyer’s PO or acceptance, whether by acknowledgement or otherwise, become part of the Sales Order.

Vyrian makes every effort to provide current and accurate information relating to Products and prices, but does not guarantee the currency or accuracy of any such information. Vyrian makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. Any typographical or other error or omission in any sales literature, pricing, invoice or quote is subject to correction without any liability on Vyrian’s part. Vyrian recommends Buyer validate any product information before using or acting on such information. All product information is subject to change without notice, and Vyrian is not responsible for typographical or other errors or omissions in product information. Vyrian reserves the right to make changes to the specifications of any product and/or service supplied which are required to conform with any applicable statutory requirements or result from any change in manufacturer’s product specification which do not materially affect quality or performance.

The market sets pricing for electronic components and other commodities. Prices and availability may be subject to change at any time prior to Vyrian’s completion of your order. Quotations, unless otherwise stated, are valid on day of issue only, and Vyrian may change them without notice. Pricing for undelivered Product may be increased in the event of any increase in Vyrian’s costs, change in market conditions or any other causes beyond Vyrian’s reasonable control. Prices are for Products only and do not include taxes, tariffs, shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of the products, permits, certificates, test reports, customs declarations and registration. Vyrian’s quoted prices do not reflect the cost of accommodating and processing Buyer’s purchases via credit card, bank wire, or any third-party procurement services, software or e¬commerce providers. Accordingly, Vyrian will pass through the additional charges incurred as a result of Buyer’s use of such purchasing methods and Buyer agrees to pay these fees. Products are sold on an “as-is” and “as available” basis. In the event we discover a material error in the description, availability or pricing of a product in your order, we will notify you immediately with options to remedy the issue. Vyrian reserves the right to allocate the sale of products among its Buyers.

Samples are sold for a fee at Vyrian’s quoted price, exclusive of all applicable taxes, duties, and charges. Samples are billable upon Vyrian’s acceptance of order and are NCNR (non-cancellable, non-returnable). Samples are not provided on consignment, loan, or at no cost. Payment is due in advance by wire transfer or credit card (unless Seller agrees otherwise in a signed writing), and shipment will not occur until Seller receives cleared funds.

Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. If Buyer uses or sells the products for use in any such applications or fails to comply with the manufacturer's product specifications, Buyer acknowledges that such use, sale, or non-compliance is at Buyer's sole risk. Buyer shall indemnify Vyrian against any and all claims that result from or arise in connection with products supplied by Vyrian and used in the Buyer’s product or in combination with other products. Buyer will indemnify Vyrian against all liabilities for infringement of third party intellectual property rights arising from our compliance with the Buyer’s specific requirements or arising from the use of the goods in combination with other products.

(A) Distribution Operations Buyer acknowledges that Vyrian acts solely as a distributor of electronic products and that the Buyer is exclusively responsible for detailing the specification of all products (including date code information), for ascertaining the use to which they will be put, and for determining their ability to function for that purpose. Buyer is solely responsible for identifying and defining all processes, considerations and site requirements, which may affect the performance, reliability or operation of the Product. Seller’s quotation and any sale is based upon the covenant by Buyer that all information and data provided to Seller by or for Buyer is current, complete, and accurate. Buyer acknowledges that any technical assistance or advice offered by Vyrian in connection with Buyer’s purchases is given free of charge and as an accommodation to Buyer. Vyrian shall not be held liable for the content or Buyer’s use of such technical assistance or advice, nor shall any statement made by any of Vyrian’s representatives in connection with the products or services constitute a representation or warranty, express or implied. Vyrian’s employees or agents are not authorized to make any representations regarding any products or services unless confirmed by Vyrian in writing and signed by an authorized manager. Buyer acknowledges that it does not rely on any such representations that are not so confirmed.

(B) Laboratory Operations All information exchanged between Vyrian and its customers shall be considered proprietary information, including information obtained or created during the performance of laboratory activities. Vyrian will only disclose such information when required by law. Vyrian will inform customers in advance of any information it intends to place in the public domain. In cases where Vyrian is legally obligated to release confidential information, we will inform the affected customer, unless such notification is prohibited by law.

Payment of the total invoice amount, without offset or deduction, is due as stated on Vyrian’s invoice. When you place an order with Vyrian, we may verify your method of payment, shipping address and/or tax-exempt identification number (if any) before processing your order. Vyrian may complete your order by processing your payment and shipping the Product. Buyer acknowledges that Vyrian may process Buyer’s method of payment prior to shipping product for verification of funds Vyrian may also, at its discretion, reject the order and decline to complete any part of it. If we decline to complete your order, we will attempt to notify you using the email address or other contact information you have provided with your order. All payments must be made in United States Dollars (USD). Vyrian reserves the right to require letters of credit, bank guarantees, or other security instruments for international orders at its sole discretion.

Credit card payments will incur a 3.5% credit card processing fee.

Vyrian reserves the right to modify credit and payment terms extended to Buyer when Buyer's financial condition or previous payment record warrants that action. For delinquent accounts, Vyrian shall not be obligated to continue performance or initiate performance under any agreement with Buyer. For each month in which any portion of your charges are not paid by the due date on your invoice, we may charge you a late payment fee or interest on those unpaid balances equal to the maximum amount or interest rate, respectively, allowed by law. If we use a collection agency or initiate any legal action to recover amounts due, you agree to pay all such costs and expenses associated with such collections efforts, including attorneys’ fees. Vyrian may apply payments to any of the Buyer's outstanding accounts. If Buyer defaults on any payment under this Agreement, Vyrian may reschedule or cancel any outstanding delivery and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, any credit issued by Vyrian to Buyer in respect of any of Buyer's accounts will expire if unused for twelve (12) months following the date of issuance of such credit.

(a) SECURITY INTEREST: Vyrian shall retain a purchase money security interest in all products delivered to Buyer, and in such related accessories, replacements, accessions, proceeds and goods, including accounts receivable (collectively, the "Collateral") to secure payment of all amounts due under these Terms and Conditions. Buyer’s failure to pay all amounts hereunder in full when and as due shall constitute a default hereof and shall give Vyrian all rights of a secured party. If Buyer fails to pay any amount when due, Seller shall have the right to repossess and remove all or any part of the Collateral from Buyer. Any repossession or removal shall be without prejudice to any other remedy of Vyrian hereunder, at law or in equity. Title in the Product shall pass to Buyer only upon payment in full.

(b) Vyrian may apply any payment received from Buyer against any obligation owing from Buyer to Vyrian, regardless of any statement appearing on or referring to such payment, without discharging Buyer's liability for any additional amounts owing from Buyer to Vyrian. Vyrian’s acceptance of such payment shall not constitute a waiver of Vyrian’s right to pursue the collection of any remaining balance.

(c) Buyer agrees to settle disputes with Vyrian in good faith. In the event that a chargeback is placed or threatened on a purchase, Vyrian will exercise all available legal remedies automatically block Buyer’s customer account for future quotes or purchases.

Vyrian will ship all Product immediately unless Buyer’s purchase order expressly requires pre-shipment test-report approval or shipment on a designated carrier account. If Buyer’s order requires pre-shipment test-report approval, Buyer must state the requirement in the purchase order. Vyrian will email the test report to the contacts on the order. Buyer has forty-eight (48) hours from our email to approve or tender a specific, written objection. If Vyrian does not receive a valid report rejection within forty-eight (48) hours, the test report will be deemed approved and Product will ship without delay. All time periods specified in this Section run continuously from the time of Vyrian’s notice and are not affected by the Buyer’s local business hours, holidays, time zones, or business operations.

If we are shipping on your carrier/account, you must give us complete shipping details (carrier name, service level, and account number, plus any required customs info) within forty-eight (48) hours of being notified that the goods are ready to ship. If we do not receive shipping details, we will ship by any commercially reasonable method, including our designated carrier and account, to the registered address on file and add all related transportation, insurance, customs, and handling charges will be applied to your invoice. These deadlines apply regardless of Buyer’s location, local business hours, or time zone.

Buyer is responsible for all charges caused by delayed or incomplete instructions, including storage, redelivery, and reconsignment fees. If Buyer delay exceeds five (5) business days after our notice that the goods are ready to ship, we may begin charging reasonable storage fees and, at our option, cancel all or part of the order and charge a restocking fee up to twenty-five percent (25%) of the purchase price, in addition to accrued charges. Vyrian’s decision to ship, store, or cancel does not limit any other remedies available to Vyrian.

All deliveries will be made Ex Works Vyrian’s facility or FOB place of origin as defined in the International Chamber of Commerce’s current Incoterms. Delivery of the Products to the carrier shall constitute delivery to Buyer and risk of loss shall thereupon pass to Buyer. Selection of the carrier and delivery route shall be made by Seller unless specified by Buyer. Vyrian will make every reasonable attempt to provide for prompt delivery of purchased products in accordance with order requirements. Buyer acknowledges that delivery and/or shipment dates provided in connection with any order are best estimates only and do not represent fixed or guaranteed delivery dates. Vyrian reserves the right to make partial deliveries and Buyer will accept delivery and pay for the Products delivered. The shipping carrier is not an agent of Vyrian. Vyrian will ship product using customer’s shipping account number on file for all orders placed unless a different shipping account number is provided in a timely manner prior to order fulfilment. Delay in delivery of any part of an order shall not entitle Buyer to cancel the delivery or other scheduled installments.

Buyer is responsible for thoroughly and PROMPTLY performing an incoming inspection of Product upon receipt and prior to shipment to any secondary customer site(s). Vyrian is not responsible for defects or nonconformances found during incoming inspection at Buyer’s customer’s site(s). Buyer must exercise its post-acceptance rights within a reasonable time after the defect is discovered or should have been discovered, and before any substantial change occurs in the condition of the item. If Buyer finds that any Product does not comply with the specifications contained in the Sales Order, Buyer may reject that portion of the Product that fails to comply. Buyer must notify Vyrian IMMEDIATELY in writing of any damage to the outer packaging, the Products, or other order discrepancy ("Visual Defect") within five business days after receipt of the shipment to Buyer’s facility and prior to shipment to an end customer; otherwise, Buyer is deemed to have inspected and accepted the products and may not revoke acceptance.  If the Buyer fails to give such timely notice, the goods will be considered accepted in all respects and the Buyer must pay for them accordingly. Use of any portion of the order after delivery constitutes approval and acceptance of the order by Buyer.

All orders, including samples or evaluation units, are strictly NON-CANCELABLE AND NON-RETURNABLE (NCNR) once Vyrian issues an order acknowledgment, begins procuring or allocating goods for the order, or ships Product—whichever occurs first. Vyrian will only process a cancellation or return for goods that are materially defective, and is under no obligation to accept discretionary returns for convenience or cancellations due to Buyer error, change in Buyer demand, customs holds, or issues with third-party shipping carriers. Vyrian may, in its sole discretion, accept limited cancellation or return requests on a case-by-case basis. Any such refund will be issued via credit note toward future purchases, less the greater of (i) 25% of the order price or (ii) $250.00, plus all unrecoverable costs actually incurred by Vyrian, including supplier fees, freight, testing, handling, packaging, bank fees, and market-loss or price-protection exposure. Buyer remains liable for all cancellation fees and charges, and failure to pay such amounts may result in Vyrian pursuing all available remedies, including referring the account to collections and litigation for recovery of all costs, fees, and expenses (including reasonable attorneys’ fees).

No returned merchandise authorization (RMA) will be granted without a failure report clearly documenting the part identity and the nature of the failure or issue. Vyrian will not accept unauthorized returns or freight collect returns. Credit will only be given for parts that have been physically returned to Vyrian. If Buyer attempts to return Product that has not been approved for return, even if the product is shipped along with a valid return, Vyrian will reject the entire shipment and return to the shipper at its expense.

In order to start the return process, Buyer must provide Vyrian a failure report in the English language from a 17025 certified-testing facility certifying the problem with the supplied products’ form, fit or function. Once an RMA number has been issued, Product must be returned to Vyrian unused, in its original packaging, and in salable condition. Upon Vyrian's receipt and inspection of the returned Product, Buyer will receive a credit memo or refund equal to Buyer's Purchase price minus a 25% restocking fee and all unrecoverable out-of-pocket costs and damages. Buyer must return all products, freight prepaid, as detailed in the RMA.

Vyrian takes counterfeiting seriously and makes every effort to avoid handling counterfeit components through various verification activities. A counterfeit component is a fraudulent part that has been confirmed to be a copy, imitation, or substitute that has been represented, identified, or marked as genuine, and/or altered by a source without legal right with intent to mislead, deceive, or defraud. If Buyer is making a suspect counterfeit claim against the Product, Product must be reviewed against a golden sample and determined by an authorized official at the manufacturer to be counterfeit. Vyrian requires complete, unredacteddocumentation of this determination from the manufacturer which shall include the name, title/position, and direct contact information of the manufacturer’s authorized individual making the determination for verification. Vyrian reserves the right to contact the source for further verification, and lack of cooperation from the manufacturer’s authorized individual may prejudice the Buyer’s claim.

Vyrian will only authorize an RMA for documented part failures, Vyrian errors, and only if Buyer meets the notice and use requirements above. Vyrian will only issue an RMA if the defect is created solely by Vyrian or the original manufacturer, and only if Buyer meets the notice requirement. Vyrian will not grant RMAs for damage, shortage, or other discrepancy created by Buyer, the carrier or freight provider, or any other third party. Buyer’s recovery from Vyrian for any claim shall not exceed the purchase price paid by Buyer for those goods which are determined to be defective, irrespective of the nature of the claim.

Warranty Period Return Process. A request to reject products during the warranty period is not valid until Vyrian has been allowed to investigate the matter and has issued a written authorization and RMA number for the Buyer’s return Vyrian will accept returned products and refund Buyer’s purchase price during the warranty period if, and only if, all of the following conditions are met:

1. Products are returned to Vyrian within seven (7) calendar days of the date such products were approved for return by Vyrian;
2. Products are returned to Vyrian accompanied by a failure report in the English language from an ISO 17025-certified independent testing facility certifying the problem with the products’ form, fit or function; or
3. Products are returned to Vyrian accompanied by a failure report in the English language from the Buyer’s in-house test lab certifying the problem with the products’ form, fit or function and the failure is duplicated by Vyrian’s authorized lab; and
4. Products are returned to Vyrian in their original packaging, condition, form, fit and function.

Buyer’s sole remedies under this provision at Vyrian's discretion, are to: (i) repair the products; (ii) replace the products at no cost to Buyer; or (iii) refund Buyer the purchase price of the products. Any replacement parts or products provided to the Buyer will be new or serviceably used, comparable in function and performance to the original part or product, and warranted for the remainder of the original warranty.

Return Shipping Responsibilities. Buyer is responsible for properly packaging returned goods. Buyer must return all Products, freight prepaid, as detailed in the RMA and pay any restocking charges. At Vyrian’s discretion, Vyrian will return all Products not eligible for return to Buyer, freight collect, or hold Product for Buyer's account at Buyer's expense.

Buyer acknowledges that Vyrian is an independent distributor of electronic components and is not the manufacturer of the products. Vyrian makes no representation or warranty, express or implied, including any implied warranties of merchantability or fitness for particular use with respect to the products, goods and/or services provided. To the extent legally and contractually permitted, Vyrian will pass through to Buyer any transferable product warranties, indemnities, and remedies provided to Vyrian by the manufacturer. If required by law, Vyrian warrants that at the time of delivery, products will conform to the specifications stated by the manufacturer in its published data sheet for the Products..

All warranty claims for non-conformance to manufacturer’s specifications are valid for up to 30 days after delivery of the products and covers normal use only. There are no warranties for value added services, services bundled with the products, or other services provided by the Company. Any applicable warranties will expire after 30 days and shall be voided entirely at any time before 30 days if: (i) the Product has not been stored, installed, maintained or operated in accordance with accepted industrial practice or any specific instructions provided by the manufacturer; (ii) the Product has been subjected to any accident, misapplication, environmental contaminant (including ESD), corrosion, damage, debris, improper passivation, neglect, abuse or misuse; (iii) Buyer has modified the Product without Seller’s prior written consent; (iv) Buyer has used or repaired the Product after discovery of the defect without Seller’s prior written consent; (v) Buyer refuses to permit Vyrian to examine the Product and operating data to determine the nature of the defect claimed; or (vi) Buyer fails to meet its obligations. Inexpensive items requiring repair or replacement and routine maintenance-related or consumable items shall be outside the scope of these limited warranties.

Qualified Military and Defense Customers: For military customers, QSLD or AS6081-designated orders that contractually require it, warranty claims for non-conformance to manufacturer’s specifications are valid for up to one (1) year after delivery of the products and cover normal use only. All other warranty terms, conditions, exclusions, and void conditions set forth in these Terms and Conditions apply.

ALL WARRANTIES OR REPRESENTATIONS NOT SPECIFICALLY INCLUDED IN THE TERMS AND CONDITIONS, INCLUDING THOSE WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WHETHER EXPRESSED, IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING, USAGE OF THE TRADE OR OTHERWISE WITH RESPECT TO ANY GOODS OR SERVICES, ARE EXPRESSLY EXCLUDED. BUYER’S REMEDIES ARE SPECIFICALLY LIMITED TO THE REPAIR OR REPLACEMENT OF THE DEFECTIVE GOODS, AS APPLICABLE, DURING THE WARRANTY PERIOD, AND ARE EXCLUSIVE OF ALL OTHER REMEDIES. SHOULD THESE REMEDIES BE FOUND INADEQUATE OR TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE FOR ANY REASON WHATSOEVER, BUYER AGREES THAT RETURN OF THE AMOUNT PAID BY BUYER TO SELLER UNDER THE CONTRACT SHALL PREVENT THE REMEDIES FROM FAILING OF THEIR ESSENTIAL PURPOSE AND SHALL BE CONSIDERED BY BUYER AS A FAIR AND ADEQUATE REMEDY.

Vyrian’s pass-through limited warranties are order specific. Purchasing additional parts or products from Vyrian does not extend this limited warranty period for previously covered components. The coverage period for used/refurbished Products may vary based on the specification sheet and/or sales invoice. AS6081-designated product warranties are valid for up to one year after delivery of the products and covers normal use only. Vyrian DOES NOT warrant and is not responsible for damage or issues caused by:

1. Installation and Environment: (e.g., Damage caused by failure to provide a suitable installation or operating environment for the product and/or accessories; Damage from improper installation or maintenance)
2. Shipping and Handling: (e.g., Damage during shipment; Damage caused by impact with other objects, dropping, falls, spilled liquids, or immersion in liquids)
3. Misuse and External Causes: (e.g., Damage caused by any other abuse, misuse, mishandling, or misapplication; Damage caused by the use of the product for purposes other than those for which they are customarily used)
4. Force Majeure and Power Issues: (e.g., Damage caused by a power surge or a disaster such as fire, flood, wind, earthquake, or lightning)
5. Software and Data: (e.g., Damage caused by programs, data, viruses, or other files or components).

Vyrian's liability to Buyer is limited to Buyer's direct damages up to an amount not exceeding the price of the Product that has been determined to be nonconforming. In no event shall Vyrian be liable to you or to any third party for any damages arising in the fulfillment of this order. To the extent permitted by law, neither Vyrian nor its employees or agents are liable for, and Buyer is not entitled to, any indirect, special, incidental or consequential damages (e.g., loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, injury to reputation, or loss of business). Buyer assumes all liability for, and shall hold Vyrian harmless against, any and all claims, demands, damages, costs, loss or expense imposed on Buyer from any source in fulfillment of this order.

Vyrian shall not be liable for its inability to secure sufficient quantities of any products or liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (e.g., acts of nature, acts or omissions of Buyer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials or product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor, materials or products through regular sources). Vyrian hereby disclaims all responsibility for delays of carrier, loss or damage to goods in transit, or any loss after shipment has been received by carrier in good order.

Certain products, related technology and documentation are subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Buyer will not directly or indirectly export or redirect any products and other related technology and documentation to any third party or country where such export or transmission is restricted or forbidden. Buyer agrees it is their sole responsibility to obtain any license to export, re-export, or import as may be required. Buyer agrees to pay any taxes, tariffs or duties, (including tariff pass-through costs) associated with the import or export of the Product in this order in full, without offset.

Buyer represents, warrants, and covenants that it and its Affiliates, directors, officers, employees, and agents will comply with all applicable export-control, sanctions, antiboycott, and import laws and regulations, including without limitation the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR) if applicable, and sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), as well as EU, UK, and UN sanctions regimes. Without limiting the foregoing: (a) Buyer will not export, re-export, transfer, or otherwise make available any products, software, technology, or services purchased from Vyrian to any embargoed or comprehensively sanctioned country/region, or to any person or for any end-use prohibited by applicable law, including military, WMD, or military-end-use/end-user restrictions under EAR Part 744; (b) Buyer is not, and will not transfer the goods to, a party listed on any U.S., EU, UK, or UN restricted-party list; (c) Buyer will conduct appropriate denied-party and end-use/end-user screening and will maintain policies and records evidencing such screening; (d) Buyer will not alter, remove, or obscure export classification or origin markings and will preserve traceability information.

1. If any item supplied by Vyrian is subject to the ITAR or otherwise controlled for export, Buyer shall obtain and maintain all required authorizations, licenses, and approvals for its receipt, use, export, or re-export, shall restrict access to authorized persons, and shall notify Vyrian in writing prior to any contemplated export, re-export, or transfer. Upon Vyrian’s reasonable request, Buyer will promptly provide certifications, end-use/end-user statements, and other documentation, and will reasonably cooperate with audits relating to compliance with this Section.
2. Vyrian may suspend performance, withhold shipments, or terminate any order, in whole or in part, without liability, if Vyrian determines in its discretion that performance may violate applicable law or sanctions policy, or if Buyer fails to provide requested information or certifications. Buyer shall indemnify and hold harmless Vyrian from and against any losses, fines, penalties, costs, and expenses arising from Buyer’s breach of this Section.

If the Buyer makes default in any payment or is otherwise in breach of any of these terms, or if (being an individual) he commits an act of bankruptcy or has a receiving order made against him or (being a Company) enters into bankruptcy or liquidation (whether compulsory or voluntary) or has a receiver or manager appointed of the whole or any part of its business or undertaking, or if distress or execution is levied or threatened upon any of the Buyer's property, then in any such case (and without prejudice to any other rights Vyrian may have):

1. we shall be entitled to repossess and re-sell goods delivered to the Buyer and not paid for in full and for that purpose to enter upon the property in which they are situated.
2. we shall be entitled to suspend all further deliveries to the Buyer until the default is made good or to refuse to deliver any further goods to the Buyer and to re-sell any further goods ordered by the Buyer whether they are the balance of any order or the whole part of a further order.
3. the Buyer shall in any event be liable to make good to us our loss or profit on all such goods and all costs and expenses of repossession, storage, insurance and sale and to pay to us interest as provided above until actual payment.

In the event of the Buyer's insolvency we shall be entitled (in addition to any lien arising by law) to a general lien on all the Buyer's goods in our possession (although the same or some of them have been paid for) for any money due in respect of such goods or in respect of any general or particular balance or other money due from the Buyer to us, whether under the same or any other order.

Force Majeure means any circumstances beyond the reasonable control of either party, including fire, explosion, breakdown of machinery or equipment, plant shutdown, strikes or other labor disputes, acts of terrorism or war, riots or other civil disturbances or voluntary or involuntary compliance with any law, order regulation, recommendation or request of any governmental authority, inability to obtain materials necessary for manufacturer of the Goods, total or partial failure of any of Seller’s usual means of transportation of the Goods, or for failure to obtain necessary governmental approvals, permits or licenses. Neither party will have any liability, other than for the payment of monies owing, for their failure to perform any of their contractual obligations arising out of or in connection with events of Force Majeure.

The rights and duties under this Sales Order are not assignable or transferable by Buyer, in whole or in part, by operation of law or otherwise, without the prior written consent of Vyrian that may be granted or withheld in its sole discretion. Any assignment or attempted assignment in contravention of the foregoing shall be null and void, shall be considered a breach of the Contract and shall permit Vyrian, in addition to any other rights which it may have, to terminate the Contract. These Terms and Conditions shall be binding on the heirs, executors, administrators, successors and assigns of the Buyer. Vyrian shall have the right to assign any rights or obligations under the Contract to any third party.

Notices must be in writing and sent to the notice addresses in this Agreement (as updated by Notice) by: (i) personal delivery; (ii) tracked overnight courier; (iii) certified/registered mail (return receipt, postage prepaid); or (iv) email to the designated notice email with a copy by tracked courier or certified/registered mail. Notices are deemed received on actual receipt (or, for email, when sent during the recipient’s business hours, otherwise the next Business Day), or 2 Business Days after domestic certified/registered mailing (7 Business Days if international). For purposes of Service of Process, email plus tracked courier constitutes effective service.

Buyer acknowledges that this Agreement was entered into at arms length and that it was not fraudulently induced to enter into this Agreement, in whole or any part, and Buyer explicitly disclaims and waives any claim with respect thereto. Any suit arising out of, or related to, this agreement including disputes about its breach, termination, or validity shall be governed by the laws of the State of Texas without regard to conflicts-of-law principles that would result in the application of the laws of any other jurisdiction. Buyer irrevocably consents to the jurisdiction of the state and federal courts covering the state or county in which, at the time of such action, Vyrian maintains a place of business. Buyer hereby expressly waives any objection based on forum non conveniens, inconvenient forum, lack of personal jurisdiction, or improper venue.

The U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement or to any sale of goods between the parties. Vyrian may, at its sole option and discretion and notwithstanding its Texas choice of law provisions, consider alternative dispute resolution methods for international customers.

Each party consents to service of process in any action or proceeding related to this Agreement by (a) internationally recognized courier with tracking to the party’s notice address, and (b) email to the most recent business email address provided by that party, provided that courier delivery is also attempted. Service shall be deemed effective on the earliest of actual receipt, email transmission confirmation, or three business days after deposit with the courier. To the extent the Hague Service Convention or other treaty applies, the parties agree that the methods above are permitted methods of service or are alternative channels authorized by the competent authority; if not so permitted, the parties consent to service through the Central Authority process. Each party waives any objection to the manner of service described in this paragraph to the fullest extent permitted by applicable law.

. If any part of the purchase and sale of products is processed using electronic means, email or third party electronic systems, these Conditions will continue to apply to the purchase and sale of the products. Buyer's acceptance of order using electronic means is binding, and buyer agrees that electronic signatures may be used and will be legally valid, effective, and enforceable.

If any portion of this Terms and Conditions of Sale is held to be illegal or unenforceable by any court having competent jurisdiction, such partial illegality or unenforceability shall not affect the enforceability of the remainder of the Terms and Conditions of Sale. The invalid provision shall be treated as severable, and it shall not affect the validity and enforceability of the remaining Conditions, which shall remain in full force and effect.

These Conditions and the price, quantity and Product details in Vyrian’s invoice for the relevant Products/Services shall constitute the entire agreement between the parties with respect to the supply of such Products or Services; and may not be rescinded or terminated by Buyer unless provided herein. There are no understandings, inducements, commitments, conditions, representations or warranties of any kind, whether direct, indirect, collateral, express or implied, oral or written, from either party to the other, other than as contained in this agreement. Neither party shall claim any amendment, modification or release of any provisions hereof unless the same is in writing and signed by both parties. No waiver by Buyer of any breach of any terms, conditions or obligations under the agreementt shall be deemed a waiver of any continuing or subsequent breach of the same or any other terms, conditions or obligations hereunder.The provisions of the entire agreement supersede all prior oral and written quotations, agreements, and understandings of the parties with respect to the subject matter thereof. Vyrian may amend these Conditions by giving notice in writing to the Buyer.