TERMS & CONDITIONS

ENCRISS DEVICES PRIVATE LIMITED

Effective Date: Aug 7, 2026

These Terms & Conditions ("Terms") govern quotations, enquiries, sourcing requests, purchase orders, sales, supply, import, procurement, delivery, technical or commercial support, website use, and all related products and services provided by Encriss Devices Private Limited ("Encriss Devices", "Encriss", "Company", "Seller", "we", "our", or "us").

These Terms are primarily intended for business-to-business transactions involving electronic components, semiconductor devices, electrical and electromechanical parts, modules, boards, sensors, connectors, passive components, industrial automation components and devices, IoT or embedded hardware, accessories, and other products sourced, distributed, traded, supplied, imported, assembled, configured, or otherwise made available by Encriss Devices. Where expressly agreed in writing, Encriss Devices may also provide sourcing, procurement support, technical assistance, configuration, integration, prototyping, testing, installation, automation, or other value-added services.

By requesting a quotation, issuing a purchase order, accepting an order acknowledgement or proforma invoice, making payment, receiving Products, using the website, or otherwise purchasing or using any Products or Services from Encriss Devices, the customer, purchaser, client, reseller, partner, organization, or entity ("Customer", "Buyer", "Client", "you", or "your") acknowledges and agrees to be bound by these Terms.

These Terms shall apply in addition to any quotation, proforma invoice, purchase order accepted by Encriss, order acknowledgement, commercial schedule, Statement of Work ("SOW"), distribution or reseller agreement, supply agreement, project agreement, or other written agreement executed between Encriss and the Customer. In the event of conflict, the order-specific commercial document shall prevail only to the extent expressly stated in these Terms.

Unless specifically accepted by Encriss in writing, any terms printed on or incorporated into a Customer purchase order, vendor registration form, portal, email, procurement policy, or other Customer document shall not modify or override these Terms merely by Encriss receiving, acknowledging, fulfilling, or invoicing the order.

1. DEFINITIONS

For the purposes of these Terms:

1.1. "Affiliate" means any entity controlling, controlled by, or under common control with a Party, and may also include an authorized partner, reseller, referral entity, channel partner, or representative where the context requires.

1.2. "Applicable Law" means all laws, rules, regulations, standards, notifications, governmental directions, tax requirements, customs requirements, import/export controls, sanctions, product regulations, environmental requirements, and other legal obligations applicable to a Party, Product, transaction, destination, or end use.

1.3. "Business Day" means a day, other than a Saturday, Sunday, or public holiday, on which commercial banks are generally open for business in Gurgaon, Haryana, India.

1.4. "Customer Data" means business contact information, billing and shipping details, purchase orders, bills of material, part numbers, specifications, forecasts, drawings, documents, communications, transaction records, technical information, and other information provided by or on behalf of the Customer.

1.5. "Customer Specifications" means the part number, manufacturer, revision, package, grade, quantity, tolerance, temperature range, lifecycle requirement, compliance requirement, date-code requirement, traceability requirement, technical parameters, delivery requirement, application requirement, and other written specifications supplied or approved by the Customer.

1.6. "Manufacturer" means the original manufacturer, brand owner, original component manufacturer, original equipment manufacturer, or other third-party producer identified in relation to a Product.

1.7. "NCNR" means non-cancellable and non-returnable.

1.8. "Order" means a purchase order or other purchase commitment accepted by Encriss through an order acknowledgement, proforma invoice, written confirmation, dispatch, invoice, or other documented acceptance.

1.9. "Order Documents" means the applicable quotation, proforma invoice, accepted purchase order, order acknowledgement, invoice, SOW, commercial schedule, written specification, or other written document forming part of an Order.

1.10. "Products" means electronic, semiconductor, electrical, electromechanical, embedded, IoT, automation, networking, control, industrial, PCB-related, computing, communication, sensing, power, interface, connector, module, accessory, and related products or materials supplied by Encriss, whether manufactured by a third party, sourced through distribution channels, procured from independent suppliers, or otherwise made available by Encriss.

1.11. "Services" means sourcing, procurement assistance, vendor coordination, commercial support, technical assistance, configuration, programming, testing, inspection coordination, kitting, labelling, packing, integration, prototyping, installation, automation, implementation, support, logistics coordination, or other services expressly agreed in writing.

1.12. "Supplier" means any Manufacturer, authorized distributor, franchised distributor, independent distributor, stockist, trader, broker, logistics provider, testing agency, laboratory, customs intermediary, or other third party used directly or indirectly in the supply chain.

1.13. "Technical Documentation" means datasheets, application notes, certificates, declarations, drawings, compliance documents, test reports, inspection reports, traceability documents, manufacturer literature, or other technical material supplied with or in relation to Products.

1.14. "Third-Party Products and Services" means Products, technology, software, documentation, logistics, testing, inspection, manufacturing, warranty support, certification, freight, payment, customs, or other items or services owned, controlled, manufactured, or provided by third parties.

1.15. "Website" means any website, portal, catalogue, inventory page, enquiry interface, communication channel, or online property operated by or for Encriss Devices.

2. SCOPE OF PRODUCTS AND SERVICES

2.1. General Scope

Encriss may supply Products and provide related Services on a transaction-by-transaction basis. The exact Product, quantity, Manufacturer, part number, price, lead time, delivery term, warranty position, documentation, and Services applicable to a transaction shall be as specified in the relevant Order Documents.

(a) semiconductor devices, integrated circuits, microcontrollers, processors, memories, power devices, discrete devices, sensors, modules, RF and communication components;

(b) passive components, connectors, relays, switches, electromechanical products, power supplies, cables, displays, boards, modules, and PCB-related products;

(c) industrial automation, control, IoT, embedded, instrumentation, monitoring, computing, networking, and related hardware;

(d) multi-brand sourcing and procurement support for OEMs, manufacturers, system integrators, engineering companies, contract manufacturers, distributors, and other business customers;

(e) import, domestic procurement, order fulfilment, logistics coordination, packing, documentation, and delivery support;

(f) sourcing of obsolete, constrained, long-lead-time, allocation, shortage, hard-to-find, or end-of-life components, subject to availability and agreed risk controls;

(g) technical or commercial assistance relating to part identification, alternate sourcing, cross-reference discussions, documentation, configuration, testing, or integration where separately agreed; and

(h) value-added or project services expressly identified in a quotation, SOW, or written agreement.

2.2. No Manufacturing Representation

Unless expressly stated in writing for a specific Product, Encriss acts as a supplier, distributor, reseller, sourcing partner, importer, integrator, or trader and does not represent that it is the original Manufacturer of third-party branded Products. Manufacturer names and trademarks are used for product identification only.

2.3. Services Subject to Written Scope

Any engineering, testing, integration, automation, installation, programming, inspection, design-support, or other technical Service shall be limited to the scope expressly agreed in the applicable quotation or SOW. Informal discussions, calls, demonstrations, suggestions, samples, or pre-sales assistance shall not create an obligation to provide ongoing engineering or design responsibility.

2.4. Exclusions

Unless expressly agreed in writing, Encriss shall have no obligation to provide:

(a) product design validation or certification for the Customer’s finished product;

(b) regulatory approval, type approval, safety certification, or end-product compliance services;

(c) source code, firmware source, proprietary Manufacturer information, or confidential Supplier documentation;

(d) destructive testing, laboratory analysis, X-ray, decapsulation, solderability, electrical characterization, or counterfeit analysis;

(e) extended warranty beyond the written warranty expressly applicable to the Product;

(f) dedicated stock reservation, safety stock, bonded inventory, consignment stock, or vendor-managed inventory;

(g) customs, import, export, DGFT, BIS, WPC, TEC, EPR, environmental, or other regulatory registrations on behalf of the Customer;

(h) installation, field support, repair, calibration, maintenance, or onsite service;

(i) lifecycle guarantees, manufacturer allocation guarantees, or assurance of future availability; or

(j) any service or deliverable not expressly identified in the applicable Order Documents.

2.5. Change Management

Any change to quantity, specification, Manufacturer, package, date code, grade, testing requirement, documentation requirement, delivery location, delivery schedule, shipping method, compliance requirement, or Service scope shall require Encriss’s written acceptance. Such change may result in revised pricing, lead time, freight, taxes, cancellation charges, Supplier charges, or NCNR treatment.

3. QUOTATIONS, ORDERS AND ACCEPTANCE

3.1. Quotation Status

Unless expressly stated otherwise, a quotation is an invitation to place an Order and not a binding offer to supply. Quotations are subject to stock availability, Supplier confirmation, price validity, exchange rates, Manufacturer allocation, export/import restrictions, and final Order acceptance by Encriss.

3.2. Quotation Validity

A quotation shall remain valid only for the period expressly stated in it. Where no validity is stated, Encriss may revise or withdraw the quotation at any time before Order acceptance. Prices and availability for electronic components can change without notice, particularly for imported, allocated, constrained, obsolete, or spot-market Products.

3.3. Purchase Orders

A Customer purchase order must clearly identify the Encriss quotation reference, Manufacturer, part number, quantity, unit price, applicable tax details, bill-to and ship-to information, delivery requirements, and any special conditions previously accepted by Encriss. Any ambiguity may delay acceptance or delivery.

3.4. Order Acceptance

An Order becomes binding only when Encriss accepts it through an order acknowledgement, proforma invoice, written confirmation, receipt of agreed advance payment, procurement action expressly communicated to the Customer, dispatch, or invoice. Encriss may reject any purchase order or line item in whole or in part without liability before acceptance.

3.5. Customer Terms Not Applicable

Any additional or inconsistent terms contained in the Customer’s purchase order, vendor portal, procurement policy, email footer, standard terms, or other document are rejected unless expressly accepted in writing by an authorized representative of Encriss. Performance or shipment shall not constitute acceptance of such additional terms.

3.6. Order Accuracy

The Customer is responsible for verifying all part numbers, Manufacturer names, suffixes, package codes, temperature grades, revisions, quantities, delivery locations, and technical requirements before placing an Order. Encriss may rely on the Customer’s written part number and specifications without independently validating suitability for the intended application.

3.7. Partial Acceptance and Partial Shipment

Encriss may accept or supply an Order in part, may split quantities across multiple lots or shipments, and may invoice partial deliveries unless the Order Documents expressly prohibit partial shipment.

3.8. Forecasts and Non-Binding Estimates

Customer forecasts, planned volumes, annual requirements, expected release schedules, or target quantities are non-binding unless incorporated into a written supply commitment accepted by Encriss. Encriss shall not be required to reserve stock or capacity against a forecast unless separately agreed.

3.9. Samples and Evaluation Units

Samples, evaluation units, engineering samples, demo units, or free-of-charge Products may differ from production units and are supplied for evaluation only unless otherwise stated. The Customer shall independently determine whether such items are suitable for production use.

4. CUSTOMER ELIGIBILITY AND ACCOUNT RESPONSIBILITY

4.1. Authority and Business Use

The Customer represents and warrants that it has legal capacity and authority to enter into the transaction, that the person placing the Order is duly authorized, that all information supplied is accurate, and that Products and Services will be used for lawful business purposes.

4.2. Account and Credential Responsibility

Where the Website, portal, email account, messaging channel, or other electronic system is used for enquiries or Orders, the Customer shall be responsible for its user credentials, approved users, email addresses, contact persons, and activities carried out through accounts or communication channels under its control.

4.3. Know-Your-Customer and Credit Information

Encriss may request GST registration details, PAN, company incorporation information, billing records, bank information, trade references, end-use information, end-user information, export-control information, or other reasonable documentation before opening an account, extending credit, accepting an Order, or supplying controlled or high-risk Products.

4.4. Notification Obligations

The Customer shall promptly notify Encriss of any change in legal name, GST details, billing address, shipping address, authorized purchaser, email domain, delivery instruction, or other information that may affect invoicing, tax treatment, credit, compliance, or delivery.

4.5. Fraud Prevention

The Customer shall independently verify any request to change Encriss bank details, payment instructions, or beneficiary information. Encriss shall not be liable for payments sent to fraudulent or unauthorized accounts where the Customer failed to perform reasonable verification.

5. PRODUCT SOURCING, AVAILABILITY AND SUPPLY DEPENDENCY

5.1. Multiple Sourcing Channels

Encriss may source Products from Manufacturers, authorized or franchised distributors, regional distributors, independent distributors, stockists, brokers, traders, overseas suppliers, domestic suppliers, or other supply-chain sources. The source may vary by Product, availability, quantity, delivery requirement, and commercial arrangement.

5.2. Supplier Identification

Unless expressly agreed in writing, Encriss is not required to disclose its Supplier identity, purchase price, procurement source, upstream commercial terms, or confidential supply-chain information. Where traceability documentation is specifically required, the requirement must be agreed before Order acceptance and may affect price and availability.

5.3. Stock and Availability

All stock indications, inventory displays, verbal confirmations, website listings, and availability statements are subject to prior sale, allocation, physical verification, Supplier confirmation, quality checks, and procurement completion. Encriss does not guarantee availability until the Order is accepted and, where applicable, stock has been allocated or procured.

5.4. Lead Times

Lead times are estimates based on information available at the time of quotation or Order acceptance. Manufacturer production schedules, allocation, customs clearance, international freight, inspection, Supplier performance, holidays, weather, regulatory holds, geopolitical events, and other factors may affect delivery. Time shall not be of the essence unless expressly agreed in writing.

5.5. Allocation and Shortage

Where supply is constrained, Encriss may allocate available Products among Customers, reduce quantities, split deliveries, substitute a permitted source, or cancel affected quantities where procurement becomes commercially or legally impracticable. Encriss shall not be liable for Customer line stoppage, expedited procurement costs, loss of production, or other consequential effects of shortage or allocation.

5.6. Obsolescence and Lifecycle Changes

Products may be discontinued, declared end-of-life, revised, re-marked, transferred between fabrication or assembly sites, or otherwise changed by Manufacturers without Encriss’s control. Encriss shall not be responsible for Manufacturer product change notifications unless such notification is actually received by Encriss and the Order Documents require onward notification.

5.7. No Future Supply Commitment

Supply of a Product on one occasion does not create an obligation to supply the same Product, price, date code, origin, package, quantity, or source in the future. Long-term supply, buffer stock, or reservation arrangements require a separate written agreement.

6. PRODUCT SPECIFICATIONS, BOMs AND SUBSTITUTIONS

6.1. Customer Specifications Control

The Customer is responsible for providing complete and accurate Customer Specifications. Where a Manufacturer part number is provided without additional specifications, Encriss may supply Product conforming to the Manufacturer’s standard specification for that part number.

6.2. Datasheets and Manufacturer Revisions

Product specifications are subject to Manufacturer datasheets and revision controls. Encriss does not warrant that copies of datasheets or online information are the latest revision unless expressly confirmed. The Customer should obtain and validate current Manufacturer documentation before design-in or production use.

6.3. BOM and Cross-Reference Assistance

Any BOM review, cross-reference, alternate-part suggestion, or replacement suggestion provided by Encriss is commercial or informational assistance only unless a separate engineering validation Service is expressly agreed. The Customer remains responsible for technical qualification, fit, function, safety, compliance, firmware compatibility, PCB compatibility, and production approval.

6.4. Substitutions

Encriss shall not intentionally substitute a different Manufacturer part number without Customer approval where the Order specifies an exact part number. However, packaging configuration, reel size, tray type, country of origin, date code, lot code, label format, factory location, or other non-functional attributes may vary unless expressly specified and accepted in writing.

6.5. Date Codes and Lot Codes

Unless a specific date-code requirement is stated in the Order Documents and accepted by Encriss, Products may be supplied with mixed date codes or lot codes. Older date codes do not by themselves constitute non-conformance if the Product is unused, properly stored, and otherwise meets the applicable specification, subject to any Manufacturer storage or shelf-life limitations.

6.6. Packaging Requirements

Any requirement for original Manufacturer packaging, factory-sealed packaging, full reels, moisture barrier bags, desiccant, humidity indicator cards, ESD packaging, vacuum packing, special labels, or custom packing must be agreed before Order acceptance. Repacking may be performed where commercially necessary unless prohibited by the Order Documents.

7. DELIVERY, LOGISTICS, TITLE AND RISK

7.1. Delivery Terms

Delivery terms, shipping method, freight responsibility, insurance, export/import responsibility, and delivery location shall be as stated in the Order Documents. Where an Incoterm is expressly stated, the then-current agreed Incoterm shall apply to the extent not inconsistent with these Terms.

7.2. Estimated Delivery Dates

Delivery dates are estimates unless expressly stated as guaranteed in writing. Encriss may ship earlier or later than an estimate and may make partial shipments. Delay shall not entitle the Customer to cancel an NCNR Order or claim consequential damages.

7.3. Risk of Loss

Unless otherwise agreed in writing, risk of loss or damage passes to the Customer when Products are handed over to the first carrier, courier, freight forwarder, or transport provider for delivery to the Customer. Where Encriss itself delivers the Products, risk passes upon tender of delivery at the agreed destination.

7.4. Title

Title to Products shall pass only upon Encriss receiving full payment of all amounts due for the relevant Products, to the extent permitted by Applicable Law. The Customer shall hold unpaid Products in a manner that reasonably identifies them as supplied by Encriss and shall not create any security interest inconsistent with Encriss’s rights.

7.5. Freight and Insurance

Unless included in the quoted price, freight, courier, insurance, special handling, remote-area surcharge, fuel surcharge, warehousing, demurrage, detention, customs handling, and similar charges shall be payable by the Customer. Insurance shall be arranged only where expressly agreed.

7.6. Delivery Inspection

The Customer shall inspect the outer packaging and quantity at delivery and shall note visible damage, shortage, tampering, or package discrepancy on the carrier receipt before accepting delivery where reasonably possible. Claims against a carrier may be prejudiced if visible damage is accepted without notation.

7.7. Failed Delivery and Storage

If delivery cannot be completed due to Customer unavailability, refusal, incorrect address, missing documentation, site restriction, or other Customer-related cause, Encriss may store, redirect, or reattempt delivery at the Customer’s cost. Delivery may be deemed completed when Products are tendered to the agreed delivery point.

7.8. Customs and Import Delays

Where international procurement or import is involved, customs assessment, inspection, classification, duty, valuation, regulatory clearance, airport or port congestion, and governmental holds may delay delivery. Encriss shall use commercially reasonable efforts but shall not be liable for delays outside its reasonable control.

8. INSPECTION, ACCEPTANCE AND NON-CONFORMANCE

8.1. Inspection Period

The Customer shall inspect Products promptly after delivery. Any claim for visible shortage, wrong part number, obvious physical damage, packaging discrepancy, or other reasonably discoverable non-conformance must be notified in writing within seven (7) calendar days after delivery, together with photographs and supporting details. Failure to notify within this period shall constitute acceptance for visible defects, subject to any non-waivable rights under Applicable Law.

8.2. No Use Before Inspection

The Customer should complete incoming inspection before soldering, programming, assembly, installation, modification, cutting, forming, marking, relabelling, or otherwise using the Product. Use or alteration of a Product may materially limit Encriss’s ability to investigate or accept a return.

8.3. Latent Defects

Claims for latent defects that could not reasonably have been discovered during incoming inspection must be raised promptly after discovery and within the applicable written warranty period. The Customer must preserve sufficient samples, labels, packaging, lot information, test data, failure analysis information, and chain-of-custody evidence for investigation.

8.4. Failure Analysis

Encriss may require return of alleged defective Products for inspection, Manufacturer review, Supplier review, laboratory testing, or failure analysis. No claim shall be accepted solely on the basis of Customer production failure, yield loss, field failure, or automated test rejection without reasonable supporting evidence.

8.5. Remedy for Verified Non-Conformance

Where Encriss verifies that Products were supplied contrary to the accepted Order Documents, Encriss may, at its option and as the Customer’s primary remedy, replace the affected Products, repair where applicable, issue a credit note, or refund the purchase price actually paid for the affected Products. Any broader remedy must be expressly agreed in writing.

8.6. No Set-Off During Investigation

The existence of a quality claim, return request, or investigation shall not entitle the Customer to withhold unrelated payments, debit Encriss unilaterally, or set off amounts against other invoices unless Encriss expressly accepts the debit or credit in writing.

9. RETURNS, RMA, CANCELLATION AND NCNR ORDERS

9.1. RMA Required

No Product may be returned without Encriss’s prior written return material authorization, return approval, or equivalent written instruction. Unauthorized returns may be rejected, held at the Customer’s risk and cost, or returned to the Customer.

9.2. Return Condition

Approved returns must be in the condition specified by Encriss and, where applicable, include original labels, packaging, reels, trays, moisture barrier packaging, accessories, documentation, and quantity. Products damaged by improper storage, ESD, moisture exposure, soldering, programming, handling, assembly, modification, relabelling, or Customer testing are not returnable unless Encriss agrees otherwise.

9.3. Commercial Returns

Returns requested for Customer convenience, excess stock, forecast changes, project cancellation, design change, duplicate ordering, or other non-defect reasons are subject to Encriss approval and may be refused. If accepted, restocking, Supplier cancellation, freight, handling, inspection, foreign-exchange loss, or other charges may apply.

9.4. Order Cancellation

An accepted Order may not be cancelled or reduced without Encriss’s prior written consent. Where Encriss has placed a Supplier order, reserved stock, incurred freight, imported Products, paid an advance, accepted an NCNR commitment, or otherwise incurred cost, the Customer shall remain liable for such amounts and any cancellation charges.

9.5. NCNR Products

Products identified as NCNR, special order, imported against Order, obsolete, allocated, constrained, custom, programmed, configured, kitted, cut, formed, labelled, full-reel, non-standard, or procured specifically for the Customer are non-cancellable and non-returnable except where Encriss verifies a material non-conformance attributable to Encriss.

9.6. Credit Notes

Any credit note issued by Encriss shall be subject to its stated conditions and may be applied against future invoices or refunded in the manner agreed by Encriss. A Customer debit note shall not bind Encriss unless expressly accepted in writing.

10. PRODUCT QUALITY, AUTHENTICITY AND TRACEABILITY

10.1. Commercially Reasonable Sourcing Controls

Encriss shall use commercially reasonable sourcing and procurement practices intended to procure Products represented by Suppliers as genuine and conforming to the quoted Manufacturer part number. The specific level of traceability, inspection, testing, or documentation available may vary by source and must be considered before Order acceptance.

10.2. Authorized and Independent Channels

Products may be sourced through authorized/franchised distribution channels or through independent distribution channels. Unless the quotation expressly states "authorized distribution", "manufacturer-authorized source", or equivalent wording, the Customer shall not assume that a particular shipment originates directly from a Manufacturer-authorized channel.

10.3. Genuine Product Representation

Encriss does not knowingly supply counterfeit Products. If the Customer reasonably suspects counterfeit, materially altered, or misrepresented Product, it must immediately stop use, quarantine the affected quantity, preserve packaging and labels, and notify Encriss. Encriss shall investigate the claim and may involve the Supplier, Manufacturer, or an independent testing agency.

10.4. Traceability Documentation

Certificates of conformance, Manufacturer certificates, authorized-distributor traceability, packing slips, test reports, or other chain-of-custody documents are provided only where expressly quoted and available. Absence of a particular document shall not constitute Product non-conformance if that document was not an accepted Order requirement.

10.5. Third-Party Testing

Where third-party testing, X-ray, decapsulation, solderability, electrical testing, visual inspection, or laboratory analysis is requested, it shall be separately quoted unless included in the Order Documents. Test results are limited to the samples tested and do not constitute an absolute guarantee regarding every unit in a lot.

10.6. Packaging and Marking Variations

Manufacturer labels, logos, fonts, package markings, factory codes, country-of-origin markings, lot codes, tape-and-reel configurations, trays, packing materials, and other presentation details may change over time. Such variation does not by itself establish counterfeit or non-conformance.

10.7. Customer Incoming Quality Control

The Customer remains responsible for maintaining an incoming quality-control process appropriate to its application, risk level, industry, and production requirements. Encriss’s sourcing controls do not replace Customer qualification, testing, or production controls.

11. WARRANTY

11.1. Applicable Warranty

Products are subject only to the warranty, if any, expressly stated in the Order Documents or made available by the applicable Manufacturer or Supplier. Except where Encriss expressly provides its own written warranty, Encriss passes through available Manufacturer or Supplier warranty rights to the extent legally and contractually permitted.

11.2. No Implied Extension

Encriss does not extend or enlarge a third-party Manufacturer warranty and does not warrant that the Manufacturer will accept a claim. Warranty processing may require compliance with Manufacturer procedures, failure analysis, return of samples, lot information, test data, and other evidence.

11.3. Warranty Exclusions

Warranty does not cover failure, degradation, damage, or non-performance arising from:

(a) improper storage, humidity, contamination, ESD, temperature, handling, shipping after risk transfer, or moisture sensitivity;

(b) soldering, reflow, programming, over-voltage, over-current, thermal stress, mechanical stress, improper PCB design, incorrect assembly, or other application conditions;

(c) modification, relabelling, alteration, repair, rework, de-panelization, cutting, forming, or tampering;

(d) use outside Manufacturer ratings, datasheets, specifications, recommended conditions, or lifecycle limitations;

(e) incompatibility with the Customer’s hardware, firmware, software, design, process, or other components;

(f) normal wear, storage-age effects, cosmetic differences not affecting specification, or failures caused by third-party equipment; or

(g) use in a restricted, critical, or prohibited application without prior written approval.

11.4. Exclusive Warranty Remedy

For a valid warranty claim accepted by Encriss or the applicable Manufacturer/Supplier, the remedy shall be limited, at Encriss’s option, to repair where applicable, replacement, credit, or refund of the price paid for the verified defective quantity. Removal, reinstallation, production, sorting, recall, field-service, labour, rework, expedited freight, or consequential costs are excluded unless expressly agreed in writing.

11.5. Disclaimer of Other Warranties

To the maximum extent permitted by Applicable Law, and except for warranties expressly stated in writing, Products and Services are provided on an "as supplied" basis and Encriss disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, or suitability for the Customer’s specific design or end use.

12. CUSTOMER APPLICATION, END-USE AND TECHNICAL INFORMATION

12.1. Customer Design Responsibility

The Customer is solely responsible for selection, qualification, design, integration, testing, certification, production, installation, operation, maintenance, and end use of Products in its systems. Encriss does not assume the role of design authority, system integrator, safety engineer, certification body, or end-product manufacturer unless expressly agreed in a separate SOW.

12.2. Technical Assistance

Any technical recommendation, cross-reference, sample, application suggestion, drawing review, parameter discussion, or engineering comment provided by Encriss is non-binding assistance based on available information. The Customer must independently validate all such information before reliance.

12.3. Manufacturer Documentation Controls

Manufacturer datasheets, application notes, reference designs, reliability data, software, firmware, errata, lifecycle information, or compliance declarations are controlled by the Manufacturer and may change. Encriss is not responsible for inaccuracies, omissions, or subsequent changes in third-party documentation.

12.4. Critical Applications

Unless expressly approved in writing, Products supplied by Encriss are not represented as suitable for applications where failure could reasonably be expected to result in death, personal injury, severe property or environmental damage, or catastrophic system failure, including life-support, implantable medical, nuclear safety, weapons, critical aerospace, or similar high-risk applications.

12.5. Automotive, Medical, Aerospace and Functional Safety

Where an application requires automotive qualification, medical qualification, aerospace qualification, functional safety, special screening, AEC qualification, PPAP, AS9100 traceability, ISO 13485 controls, or other sector-specific requirements, the Customer must identify the requirement before Order acceptance. Standard commercial Products shall not be deemed compliant merely because a related Product family or Manufacturer holds a certification.

12.6. Prototype and Evaluation Risk

Prototype, engineering, sample, evaluation, development, pre-production, or non-qualified Products shall not be used in production or safety-critical applications unless the Customer independently verifies that such use is permitted by the Manufacturer and appropriate for the application.

13. INTELLECTUAL PROPERTY, TRADEMARKS AND PRODUCT INFORMATION

13.1. Manufacturer Intellectual Property

All trademarks, logos, part numbers, datasheets, software, firmware, design files, drawings, patents, copyrights, and other intellectual property relating to third-party Products remain the property of the relevant Manufacturer or rights holder. No sale of Products transfers ownership of such intellectual property except the limited rights inherent in lawful use of the purchased Product.

13.2. Encriss Intellectual Property

All intellectual property in Encriss websites, catalogues, databases, quotation formats, sourcing methods, supplier networks, internal tools, pricing structures, workflows, documentation, reports, templates, integration methods, utilities, know-how, and any Encriss-developed Deliverables remains the exclusive property of Encriss unless expressly assigned in writing.

13.3. Limited Use of Materials

The Customer may use documentation provided by Encriss solely for evaluating, purchasing, receiving, integrating, or using the relevant Products or Services. The Customer shall not copy, publish, resell, scrape, commercially exploit, reverse engineer, or create a competing database from Encriss proprietary materials except as permitted by law or written agreement.

13.4. No Manufacturer Affiliation Representation

Use of a Manufacturer’s trademark or logo on a quotation, website, catalogue, invoice, or product listing is for identification and does not by itself represent that Encriss is an authorized distributor, agent, franchisee, or representative of that Manufacturer.

13.5. Customer Materials

The Customer retains ownership of its confidential BOMs, drawings, specifications, trademarks, and materials. The Customer grants Encriss a limited right to use such materials to quote, source, supply, support, and perform the relevant transaction or Service.

14. CUSTOMER DATA, PRIVACY AND ELECTRONIC COMMUNICATIONS

14.1. Customer Data Ownership

The Customer retains ownership of Customer Data supplied to Encriss. Encriss may process Customer Data to respond to enquiries, prepare quotations, perform Orders, arrange procurement and logistics, manage credit and collections, provide support, maintain transaction records, prevent fraud, comply with legal obligations, and improve business operations.

14.2. Service Providers

Encriss may share necessary Customer Data with Suppliers, Manufacturers, logistics providers, customs intermediaries, banks, payment providers, insurers, testing agencies, professional advisers, cloud or IT providers, and other service providers to the extent reasonably required for the transaction or business operation.

14.3. Cross-Border Processing

Because Products may be sourced internationally, Customer Data such as contact details, delivery information, part numbers, end-use information, and transaction details may be transmitted to or processed by parties in other countries where reasonably necessary for procurement, shipping, compliance, or support.

14.4. Business Communications

The Customer consents to receiving transaction-related communications by email, telephone, messaging applications, courier, portal, or other agreed electronic means. Marketing communications shall be handled in accordance with Applicable Law and available opt-out mechanisms.

14.5. Retention

Encriss may retain quotations, purchase orders, invoices, correspondence, KYC information, shipping records, quality claims, payment information, and related records for periods reasonably necessary for legal, tax, audit, warranty, dispute, commercial, and operational purposes.

14.6. Customer Responsibility

The Customer is responsible for ensuring that any personal information, employee information, end-customer data, or third-party information it provides to Encriss has been lawfully collected and may lawfully be used for the relevant transaction.

15. SECURITY, ELECTRONIC ORDERS AND FRAUD PREVENTION

15.1. Commercially Reasonable Security

Encriss shall maintain commercially reasonable administrative and technical controls appropriate to its business systems. No email, website, messaging, network, or electronic system can be guaranteed to be completely secure or error-free.

15.2. Email and Messaging Risk

The Customer acknowledges risks associated with phishing, spoofing, malware, compromised mailboxes, altered invoices, and fraudulent payment instructions. The Customer shall verify material changes in bank details, delivery instructions, high-value Orders, or unusual requests through an independently verified contact channel.

15.3. Unauthorized Orders

Encriss may rely on Orders or instructions that reasonably appear to originate from the Customer’s authorized email domain, procurement system, registered contact, or account. The Customer shall be responsible for unauthorized activity resulting from compromised Customer systems or credentials unless caused directly by Encriss’s proven wilful misconduct.

15.4. Suspicious Transactions

Encriss may pause processing, request additional verification, reject a delivery address, require advance payment, or suspend an Order where fraud, sanctions, diversion, credit, identity, cyber-security, or compliance risk is reasonably suspected.

16. THIRD-PARTY MANUFACTURER, SUPPLIER AND LOGISTICS DEPENDENCIES

16.1. Third-Party Dependency

The Customer acknowledges that availability, price, lead time, documentation, warranty, specifications, lifecycle status, logistics, customs clearance, and other aspects of Products may depend on Manufacturers, Suppliers, carriers, testing agencies, government authorities, and other third parties outside Encriss’s control.

16.2. No Control Over Third Parties

Encriss shall not be responsible for Manufacturer allocation, discontinuation, factory shutdown, product change, shipment delay, Supplier default, courier delay, customs hold, government restriction, third-party system outage, or similar event beyond Encriss’s reasonable control.

16.3. Manufacturer Changes

Changes by a Manufacturer to Product specifications, packaging, marking, manufacturing site, wafer fab, assembly site, country of origin, firmware, lifecycle, compliance status, or price shall not constitute a breach by Encriss where the Product supplied remains within the accepted Order requirements.

16.4. Supplier Failure

If a Supplier fails to perform after Encriss accepts an Order, Encriss may seek an alternate source, revise price or lead time with Customer approval where required, partially fulfil the Order, refund amounts received for unfulfilled quantities, or cancel the affected quantity. Encriss shall not be liable for consequential losses arising from upstream Supplier failure.

16.5. Pass-Through Costs

Freight, duties, tariffs, insurance, testing, banking charges, third-party inspection, customs charges, Manufacturer fees, and other pass-through costs may be separately invoiced where not included in the accepted price.

16.6. Third-Party Terms

The use of Manufacturer software, firmware, development tools, cloud portals, licences, or other third-party technology supplied with a Product may be subject to separate third-party licence terms. The Customer is responsible for complying with such terms.

17. REGULATORY COMPLIANCE, EXPORT CONTROLS AND SANCTIONS

17.1. General Compliance

Each Party shall comply with Applicable Law relevant to its respective obligations. The Customer is responsible for the legality of its purchase, possession, import where applicable, export, re-export, resale, integration, and end use of Products after delivery.

17.2. End-Use and End-User Information

Encriss may require the Customer to disclose end user, end use, destination, consignee, application, or other compliance information before accepting or fulfilling an Order. The Customer represents that information provided for compliance screening is accurate and complete.

17.3. Export and Re-Export Controls

Some Products may be subject to Indian, United States, European Union, United Kingdom, or other foreign-origin export control, re-export control, sanctions, or technology-transfer rules. The Customer shall not export, re-export, transfer, resell, divert, or use Products contrary to any applicable restriction or licence condition.

17.4. Restricted Parties and Destinations

The Customer shall not knowingly supply Products to a prohibited, sanctioned, denied, restricted, or unauthorized party, destination, project, or end use. Encriss may refuse, suspend, or cancel a transaction where it reasonably believes compliance risk exists.

17.5. Product Regulatory Requirements

Any requirement relating to BIS, WPC, TEC, RoHS, REACH, conflict minerals, environmental declarations, e-waste, safety, hazardous substances, country of origin, import registration, labelling, or sector-specific certification must be identified by the Customer before Order acceptance. Encriss shall provide available documentation only to the extent expressly agreed and available from the supply chain.

17.6. No Compliance Advisory Role

Unless separately engaged in writing, Encriss does not act as the Customer’s legal, customs, tax, export-control, product-certification, or regulatory adviser. The Customer should obtain independent professional advice where its end use or destination creates special regulatory requirements.

18. PAYMENT TERMS

18.1. Fees and Commercials

Prices, charges, payment milestones, credit terms, deposits, advance payments, and other commercials shall be as specified in the applicable Order Documents.

18.2. Advance Payment

Encriss may require full or partial advance payment before procurement, import, allocation, production, configuration, or dispatch, particularly for NCNR, special-order, imported, obsolete, constrained, high-value, or non-standard Products.

18.3. Credit Terms

Any credit period is granted at Encriss’s discretion and may be changed, reduced, suspended, or withdrawn based on payment history, credit information, transaction size, Supplier exposure, or risk. Granting credit on one Order does not create a continuing obligation to extend credit on future Orders.

18.4. Invoice Due Date

Unless otherwise stated in the applicable invoice or Order Documents, invoices are payable within five (5) calendar days from the invoice date. Payment shall be made in cleared funds to the bank account designated by Encriss.

18.5. Late Payment Interest

Any amount not paid by the due date shall attract interest at the rate of two percent (2%) per month, calculated on a pro-rata basis from the due date until actual payment, subject to the maximum permitted by Applicable Law.

18.6. Suspension for Payment Default

Encriss may suspend procurement, allocation, dispatch, delivery, warranty processing, support, further credit, or any other performance where amounts are overdue. Such suspension shall not relieve the Customer of payment, cancellation, storage, Supplier, or other charges.

18.7. Taxes

Unless expressly stated otherwise, prices are exclusive of GST and any other applicable tax, duty, levy, cess, customs duty, surcharge, or governmental charge, all of which shall be borne by the Customer as required by Applicable Law.

18.8. TDS and Withholding

Where the Customer is legally required to deduct tax at source or other withholding, it shall deduct only the amount required by law, deposit it within the prescribed period, and provide the valid certificate or evidence necessary for Encriss to claim credit. Any deduction not supported by Applicable Law or proper documentation shall remain payable by the Customer.

18.9. Bank and Remittance Charges

All bank transfer fees, foreign remittance charges, intermediary bank charges, letter-of-credit charges, collection charges, or similar payment costs shall be borne by the Customer unless expressly included in the accepted price.

18.10. No Set-Off or Deduction

Payments shall be made without set-off, counterclaim, deduction, debit note, retention, or withholding except as expressly agreed in writing or required by Applicable Law.

18.11. Collection Costs

The Customer shall reimburse reasonable legal, collection, recovery, storage, and enforcement costs incurred by Encriss in recovering overdue amounts, to the extent permitted by Applicable Law.

18.12. Non-Refundability of Procurement Costs

Amounts applied toward NCNR procurement, Supplier advances, custom Products, special testing, freight, duties, or other committed third-party costs are non-refundable except to the extent Encriss receives a corresponding refund or the refund is required because of a verified Encriss breach.

19. PRICING, FOREIGN EXCHANGE AND COST ESCALATION

19.1. Dynamic Market Pricing

Electronic component pricing may fluctuate rapidly due to availability, Manufacturer pricing, allocation, lifecycle status, spot-market conditions, commodity costs, fabrication capacity, geopolitical events, freight, and foreign exchange. A quotation is valid only for its stated validity period and quantity.

19.2. Foreign Exchange

Where Products or upstream costs are denominated in a foreign currency, Encriss may price using an exchange rate applicable at quotation, procurement, payment, shipment, customs clearance, or invoicing as stated in the Order Documents. Significant exchange-rate movement before procurement may require price revision unless the price has been expressly fixed and fully protected.

19.3. Cost-Based Revision

Encriss may request a price revision for an accepted but not yet procured or fulfilled Order where there is an exceptional increase in Manufacturer price, Supplier price, freight, insurance, customs duty, tariff, tax, regulatory fee, bank charge, testing charge, or other unavoidable external cost. Where the Customer does not accept such revision and the increase was not caused by Encriss, Encriss may cancel the affected unprocured quantity and refund any corresponding uncommitted advance without further liability.

19.4. Quantity and Break Pricing

Quoted unit prices may depend on quantity, packaging, full-reel quantity, MOQ, minimum pack quantity, or order value. If the Customer changes quantity or release schedule, Encriss may reprice the affected line item.

19.5. Taxes and Regulatory Changes

Changes in GST, customs duties, tariffs, anti-dumping duties, import restrictions, licensing requirements, or other governmental charges after quotation may be added to the price where lawfully applicable.

19.6. No Price Protection Unless Agreed

Encriss is not obligated to match a prior quotation, historical purchase price, online listing, Customer target price, or competitor price. Long-term price protection, annual rate contracts, blanket Orders, and scheduled releases require a separate written arrangement.

20. LIMITATION OF LIABILITY

20.1. Exclusion of Indirect and Consequential Damages

To the maximum extent permitted by Applicable Law, Encriss shall not be liable to the Customer, its affiliates, end customers, users, or any third party for indirect, incidental, special, exemplary, punitive, or consequential damages arising out of or relating to any Product, Service, Order, delay, defect, shortage, non-delivery, warranty claim, technical information, or these Terms.

Excluded damages include, without limitation:

(a) loss of profit, revenue, margin, business, contract, opportunity, goodwill, or anticipated savings;

(b) production line stoppage, manufacturing downtime, loss of output, reduced yield, scrap, rework, sorting, recall, field-service, removal, or reinstallation cost;

(c) expedited procurement, premium freight, cover purchase, replacement sourcing, or emergency redesign cost;

(d) loss or corruption of data, firmware, software, configuration, or business records;

(e) penalties, liquidated damages, chargebacks, or claims imposed on the Customer by its own customer or third party; and

(f) any loss arising from use of Products in an unsuitable, unqualified, prohibited, safety-critical, or non-compliant application.

20.2. Aggregate Liability Cap

Subject to any liability that cannot legally be excluded, Encriss’s total aggregate liability arising out of or in connection with a specific Product line item, Order, or Service shall not exceed the amount actually received by Encriss from the Customer for the specific affected Product quantity or Service giving rise to the claim.

20.3. No Separate Cap Per Theory

The liability cap is an aggregate cap for all claims arising from the same affected Product, Order, event, or series of related events and shall not apply separately to each legal theory, invoice, unit, end customer, incident, or cause of action.

20.4. Third-Party Product Limitation

Where liability arises from a third-party Product, Manufacturer defect, Supplier representation, carrier event, laboratory result, or third-party service, Encriss’s liability shall in no event exceed the remedy actually available to Encriss from the applicable third party plus any amount Encriss is independently liable to provide under these Terms, subject always to the aggregate liability cap.

20.5. Conditions Precedent to Claims

Any claim against Encriss shall be valid only if the Customer has paid all undisputed amounts due, complied with the applicable inspection and notification requirements, preserved the affected Products and evidence, provided reasonable cooperation, and notified Encriss in writing promptly after the event giving rise to the claim.

20.6. Time Bar

Except for a valid warranty claim raised within an expressly applicable warranty period or where a longer period is mandatorily required by law, no claim, action, demand, or proceeding shall be brought against Encriss more than twelve (12) months after delivery of the affected Products or completion of the affected Service.

20.7. Free Samples and Evaluation Items

Encriss shall have no liability for Products or Services supplied free of charge, as samples, demonstrations, prototypes, engineering samples, evaluations, or trials, except for liability that cannot be excluded under Applicable Law. Such items are supplied without commitment as to future availability or production suitability.

20.8. Basis of Bargain

The Customer acknowledges that the pricing and commercial terms reflect the allocation of risk contained in these Terms and that the limitations and exclusions are an essential basis of the transaction.

21. INDEMNITY

21.1. Mutual Indemnity

Each Party shall indemnify and hold harmless the other Party, its officers, directors, employees, and representatives from third-party claims, losses, damages, liabilities, and reasonable legal costs to the extent directly arising from the indemnifying Party’s fraud, wilful misconduct, unlawful act, or material breach of these Terms.

21.2. Customer-Specific Indemnity

The Customer shall indemnify, defend, and hold harmless Encriss, its directors, employees, agents, Affiliates, Suppliers, and service providers from claims, losses, penalties, costs, or proceedings arising out of or relating to:

(a) the Customer’s design, manufacture, integration, resale, marketing, installation, or end use of Products;

(b) use of Products contrary to Manufacturer specifications, Applicable Law, export controls, sanctions, or agreed restrictions;

(c) Customer-provided specifications, drawings, trademarks, firmware, software, instructions, or materials that infringe third-party rights;

(d) Customer failure to obtain required approvals, licences, certifications, consents, registrations, or end-user authorizations;

(e) claims by the Customer’s end customer arising from commitments, warranties, representations, or service levels made by the Customer beyond those expressly provided by Encriss;

(f) unlawful diversion, export, re-export, resale, or supply to a restricted destination, end user, or end use; or

(g) misuse, alteration, relabelling, counterfeiting, unauthorized repair, or misrepresentation of Products after delivery.

21.3. Notice

The indemnified Party shall provide prompt written notice of an indemnified claim and reasonable information available to it. Delay in notice shall reduce the indemnity obligation only to the extent the delay materially prejudices the defence.

21.4. Defence and Settlement

The indemnifying Party may assume the defence using counsel reasonably acceptable to the indemnified Party. No settlement admitting fault, imposing non-monetary obligations, or affecting the indemnified Party’s rights may be entered without prior written consent, not to be unreasonably withheld.

21.5. Cooperation

The indemnified Party shall provide reasonable cooperation in the defence at the indemnifying Party’s cost.

21.6. Immediate Mitigation

Encriss may take immediate protective action, including shipment hold, recall cooperation, quarantine request, account suspension, regulatory disclosure where legally required, or refusal of further supply, where Encriss reasonably believes a Product, transaction, end use, or Customer action creates material legal, safety, security, counterfeit, sanctions, or reputational risk.

21.7. Survival

This Clause shall survive completion, cancellation, expiry, or termination of an Order or relationship.

22. SUSPENSION, CANCELLATION AND TERMINATION

22.1. Suspension Rights

Encriss may suspend quotation validity, Order processing, procurement, allocation, dispatch, delivery, credit, warranty processing, support, or Services where:

(a) payment is overdue or credit risk materially increases;

(b) Customer information appears inaccurate, incomplete, or fraudulent;

(c) export-control, sanctions, regulatory, customs, tax, counterfeit, diversion, or end-use risk is identified;

(d) the Customer materially breaches these Terms or an Order Document;

(e) a Supplier, Manufacturer, carrier, authority, or other third party prevents performance; or

(f) continued performance may expose Encriss to material legal, financial, operational, security, or reputational risk.

22.2. Termination for Cause

Encriss may cancel an affected Order or terminate a Service upon written notice where the Customer commits a material breach and, where the breach is capable of cure, fails to cure within seven (7) calendar days after notice, or immediately where the breach concerns fraud, illegality, sanctions, misuse, counterfeit activity, or serious payment default.

22.3. Customer Cancellation

The Customer may request cancellation of an accepted Order only in accordance with Clause 9. Cancellation shall not affect amounts already due, committed procurement costs, NCNR obligations, cancellation charges, or other accrued rights.

22.4. Insolvency and Credit Events

Encriss may suspend credit or cancel unfulfilled Orders if the Customer becomes insolvent, enters liquidation or restructuring, ceases business, suffers material adverse credit information, has assets attached, or otherwise appears unable to meet payment obligations, subject to Applicable Law.

22.5. Effect of Termination

Upon cancellation or termination, all amounts for Products delivered, Products procured or committed on an NCNR basis, Services performed, freight, duties, testing, cancellation costs, and other accrued charges shall become immediately payable. Encriss may stop further procurement or delivery and exercise any available rights regarding unpaid Products.

22.6. Survival

Clauses concerning payment, title, inspection, warranty, intellectual property, confidentiality, data, export controls, limitation of liability, indemnity, dispute resolution, governing law, and other provisions intended by their nature to survive shall continue after termination.

23. BRANDING, PRODUCT MARKS AND MARKETING MATERIALS

23.1. Encriss Branding

Encriss names, logos, website content, quotation formats, catalogue content, trade dress, and other branding remain the property of Encriss. The Customer shall not use Encriss branding in marketing, public announcements, marketplace listings, or endorsements without prior written consent.

23.2. Manufacturer Marks

Manufacturer names, logos, trademarks, and product marks remain the property of their respective owners. Product identification by trademark does not create an agency or authorized-distributor relationship unless expressly stated.

23.3. No Relabelling or Misrepresentation

The Customer shall not remove or alter Product markings, traceability labels, Manufacturer information, or Encriss documentation in a manner that creates a false impression regarding Manufacturer, source, grade, origin, authenticity, warranty, or authorization status.

23.4. Customer Marks

Where necessary to perform an Order or approved marketing activity, the Customer grants Encriss a limited, non-exclusive right to use the Customer’s name, logo, and marks solely for that purpose. Any public case study, press release, or promotional endorsement shall be subject to any written restrictions agreed between the Parties.

24. PARTNER, RESELLER AND CHANNEL MODEL

24.1. Separate Authorization Required

No Customer, broker, reseller, consultant, referral party, sales representative, or channel partner shall be treated as an agent, franchisee, authorized representative, distributor, or legal partner of Encriss unless a written agreement signed by Encriss expressly grants that status.

24.2. No Authority to Bind Encriss

A reseller or partner shall not make warranties, guarantees, delivery commitments, authenticity statements, technical representations, credit commitments, or other obligations on behalf of Encriss beyond Encriss’s written quotation or authorization.

24.3. Resale Responsibility

Resellers are responsible for their own end-customer terms, taxes, regulatory obligations, pricing, support commitments, representations, and collections. Encriss shall not be liable for commitments made independently by a reseller to its customer.

24.4. Channel Pricing and Confidentiality

Special channel pricing, referral fees, discounts, supplier information, customer lists, and commercial arrangements are confidential and may be modified or withdrawn in accordance with the applicable written partner arrangement.

24.5. Anti-Circumvention

Where Encriss introduces a specific sourcing opportunity, Supplier relationship, commercial channel, or protected business opportunity under a written partner arrangement, the parties shall comply with any non-circumvention obligations expressly stated in that arrangement. No broader non-circumvention obligation shall be implied merely from a quotation.

24.6. Termination of Partner Status

Encriss may suspend or terminate partner or reseller status for non-payment, misrepresentation, misuse of branding, counterfeit concerns, unlawful conduct, export-control risk, customer complaints, or breach of the applicable partner agreement.

25. CONFIDENTIALITY

25.1. Confidential Information

"Confidential Information" means non-public commercial, technical, financial, operational, sourcing, pricing, supplier, customer, product, business, procurement, design, BOM, forecast, strategy, and other information disclosed by one Party to the other in any form and reasonably understood to be confidential.

25.2. Confidentiality Obligations

Each receiving Party shall use Confidential Information only for the relevant business relationship, protect it using at least reasonable care, and disclose it only to employees, Affiliates, professional advisers, Suppliers, financiers, insurers, or service providers who need to know it and are subject to confidentiality obligations or professional duties.

25.3. Exclusions

Confidential Information does not include information that the receiving Party can demonstrate:

(a) was lawfully known without confidentiality restriction before disclosure;

(b) becomes publicly available without breach;

(c) is lawfully received from a third party without confidentiality duty; or

(d) is independently developed without use of the disclosing Party’s Confidential Information.

25.4. Required Disclosure

A receiving Party may disclose Confidential Information to the extent required by law, court order, tax authority, customs authority, regulator, or other competent authority, provided that, where legally permitted, it gives reasonable prior notice and limits disclosure to what is required.

25.5. Supplier and Source Confidentiality

Encriss’s Supplier identities, upstream pricing, sourcing channels, procurement contacts, commercial terms, internal margins, supplier documentation not intended for onward disclosure, and sourcing methodology are Encriss Confidential Information, unless disclosure is expressly required in the accepted Order Documents.

25.6. Customer BOM and Design Information

Customer BOMs, forecasts, drawings, product roadmaps, technical specifications, and end-customer information shall be treated as Customer Confidential Information and used for quotation, sourcing, supply, support, compliance, or transaction-related purposes.

25.7. Duration

Confidentiality obligations shall continue for five (5) years after disclosure or termination of the relationship, except trade secrets and information protected for a longer period under Applicable Law shall remain protected for so long as they retain such status.

25.8. Injunctive Relief

Unauthorized disclosure or misuse of Confidential Information may cause irreparable harm, and the affected Party may seek injunctive or equitable relief in addition to other remedies.

26. DISPUTE RESOLUTION

26.1. Good Faith Resolution

The Parties shall first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms, any quotation, Order, Product, Service, payment, or business relationship through discussions between authorized representatives.

26.2. Written Notice of Dispute

A Party raising a dispute shall provide written notice describing the nature of the dispute, relevant invoice or Order reference, material facts, supporting documents, amount claimed where applicable, and relief sought.

26.3. Escalation

If the dispute is not resolved within fifteen (15) Business Days after notice, either Party may escalate the matter to senior management for further commercial resolution efforts.

26.4. Arbitration

If the dispute remains unresolved after escalation, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. If the Parties cannot agree on the arbitrator, appointment shall be made in accordance with Applicable Law.

26.5. Seat, Venue and Language

The seat and legal place of arbitration shall be Gurgaon, Haryana, India. Hearings may be conducted physically, virtually, or in hybrid form as directed by the arbitrator. The language of arbitration shall be English.

26.6. Interim Relief

Nothing in this Clause prevents either Party from seeking urgent interim, injunctive, protective, or conservatory relief from a court of competent jurisdiction, including relief relating to confidentiality, intellectual property, unpaid Products, fraud, counterfeit concerns, or preservation of evidence.

26.7. Costs

The arbitrator may allocate arbitration costs and reasonable legal costs in the award, subject to Applicable Law.

26.8. Continued Performance

During a dispute, the Parties shall continue performing undisputed obligations to the extent commercially and legally reasonable. Encriss shall not be required to continue credit supply, dispatch overdue Orders, or waive suspension rights during a payment or compliance dispute.

26.9. Confidentiality of Proceedings

The existence, submissions, evidence, hearings, and award in arbitration shall be treated as confidential except to the extent disclosure is required for legal advice, enforcement, regulatory compliance, or Applicable Law.

27. FORCE MAJEURE

27.1. Force Majeure Event

Neither Party shall be liable for delay or failure to perform to the extent caused by circumstances beyond its reasonable control that could not reasonably be avoided through commercially reasonable measures ("Force Majeure Event").

Force Majeure Events may include:

(a) natural disaster, flood, fire, earthquake, severe weather, epidemic, pandemic, or other act of God;

(b) war, terrorism, civil unrest, riot, sabotage, geopolitical conflict, sanctions, embargo, blockade, or government action;

(c) factory shutdown, semiconductor shortage, allocation, wafer-fab disruption, raw-material shortage, energy shortage, labour dispute, strike, or port disruption;

(d) transportation interruption, airline or shipping cancellation, freight embargo, customs hold, border restriction, courier failure, or major logistics disruption;

(e) cyber incident, widespread communications outage, power outage, or failure of critical third-party infrastructure;

(f) Manufacturer discontinuation, export restriction, regulatory prohibition, licence denial, or Supplier failure resulting from circumstances beyond Encriss’s reasonable control; and

(g) any similar event that materially prevents procurement, import, shipment, delivery, or performance.

27.2. Notice and Mitigation

The affected Party shall notify the other Party within a reasonable time after becoming aware of a material Force Majeure Event and shall use commercially reasonable efforts to mitigate its effect.

27.3. Suspension of Obligations

Obligations affected by a Force Majeure Event shall be suspended for the duration and extent of the impact. Delivery dates and performance timelines shall be extended accordingly without liability.

27.4. Allocation and Alternate Supply

Where a Force Majeure Event constrains supply, Encriss may allocate stock, propose an alternate source or substitute subject to Customer approval where required, split deliveries, or cancel affected quantities that cannot reasonably be fulfilled.

27.5. Prolonged Force Majeure

If a Force Majeure Event continues for more than sixty (60) days and materially prevents performance, either Party may terminate the affected unperformed portion of the Order upon written notice, subject to payment for Products already delivered and non-recoverable NCNR or third-party costs already committed.

27.6. Payment Carve-Out

Force Majeure does not excuse payment for Products already delivered, Services already performed, or amounts that became due before the Force Majeure Event.

28. MISCELLANEOUS

28.1. Modification of Terms

Encriss may update these Terms for future transactions by publishing or communicating a revised version. Changes shall not retroactively alter an already accepted Order unless required by Applicable Law or mutually agreed in writing. Order-specific amendments must be in writing and accepted by authorized representatives.

28.2. Assignment

The Customer shall not assign an Order, these Terms, or related rights or obligations without Encriss’s prior written consent. Encriss may assign receivables or transfer rights and obligations to an Affiliate, successor, financier, or acquirer in connection with financing, restructuring, merger, acquisition, or transfer of business.

28.3. Subcontractors and Suppliers

Encriss may use Suppliers, subcontractors, service providers, logistics providers, testing agencies, consultants, and Affiliates to perform parts of the transaction. Use of such parties does not create a direct contractual relationship between the Customer and such party unless separately agreed.

28.4. Independent Contractors

The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, employment relationship, franchise, agency, or authority for one Party to bind the other.

28.5. Governing Law

These Terms and all Orders shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles, subject to any mandatory law that cannot be excluded.

28.6. Jurisdiction

Subject to the arbitration provisions, courts at Gurgaon, Haryana shall have exclusive jurisdiction over matters arising out of or relating to these Terms, Orders, Products, Services, or the business relationship.

28.7. Notices

Formal notices under these Terms shall be in writing and may be delivered by hand, reputable courier, registered post, Speed Post, or email to the addresses stated in the relevant Order Documents or subsequently notified in writing. Operational communications concerning quotations, Orders, shipment, quality, and payment may be sent through normal business email or other agreed electronic channels.

28.8. Entire Agreement

These Terms together with the applicable Order Documents constitute the entire agreement for the relevant transaction and supersede prior discussions, representations, proposals, or communications concerning that transaction. A written supply agreement, SOW, or special terms signed by authorized representatives may supplement or vary these Terms to the extent expressly stated.

28.9. Order of Precedence

In the event of conflict, the following order of precedence shall apply unless expressly agreed otherwise: (i) a specifically negotiated and signed agreement; (ii) an accepted SOW or special commercial schedule; (iii) Encriss order acknowledgement or proforma invoice; (iv) Encriss quotation; (v) these Terms; and (vi) the Customer purchase order solely for factual order details such as part number, quantity, delivery address, and agreed price. Customer standard legal terms shall not prevail unless expressly accepted by Encriss.

28.10. No Waiver

Failure or delay in exercising a right shall not constitute a waiver. A waiver is effective only if in writing and applies only to the specific matter for which it is given.

28.11. Severability

If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions shall continue in effect.

28.12. Headings and Interpretation

Headings are for convenience only. Words in the singular include the plural and vice versa where the context requires. "Including" means "including without limitation". References to writing include email and other electronic records capable of being reproduced, unless a specific signature requirement is stated.

28.13. Counterparts and Electronic Acceptance

Agreements, SOWs, acknowledgements, and other transaction documents may be executed in counterparts or accepted electronically. Scanned signatures, electronic signatures, email acceptances, and digitally executed documents may be treated as originals to the extent permitted by Applicable Law.

28.14. No Third-Party Beneficiaries

Except where expressly stated, these Terms are for the benefit of Encriss and the Customer only and do not confer contractual rights on the Customer’s end customers, suppliers, employees, shareholders, or other third parties.

28.15. Non-Solicitation

During any ongoing project or service engagement and for twelve (12) months thereafter, neither Party shall knowingly solicit for direct employment personnel of the other Party who were materially involved in that engagement, without prior written consent. This restriction does not apply to general recruitment advertisements not targeted at specific personnel.

28.16. Audit and Supplier Confidentiality Restriction

Unless required by Applicable Law or expressly agreed for a regulated supply arrangement, the Customer shall not have audit rights over Encriss internal systems, supplier agreements, upstream pricing, confidential sourcing records, internal margins, proprietary processes, cybersecurity configurations, or unrelated business records. Any agreed audit shall be limited in scope, conducted on reasonable notice, protect third-party confidentiality, and avoid unreasonable disruption.

28.17. Record of Transaction

Encriss electronic records, order acknowledgements, invoices, shipping records, email correspondence, system logs, and payment records may be used as evidence of the transaction, subject to the Customer’s right to demonstrate manifest error.

28.18. Survival

Any provision which by its nature is intended to survive completion, delivery, cancellation, or termination shall survive, including payment, title, warranty limitations, intellectual property, confidentiality, data, compliance, limitation of liability, indemnity, dispute resolution, and governing law.

CONTACT INFORMATION

Encriss Devices Private Limited

Authorized Representative: Sumit Garg

Email: sgarg@encriss.com

Website: https://www.encriss.in/

Contact / Correspondence Address: 1005, 1007, DLF Galleria Tower, DLF Phase IV, Gurgaon - 122009, India

Registered Office: 1005, 1007, DLF Galleria Tower, DLF Phase IV, Gurgaon - 122009, India