Terms and Conditions of Sale

These Terms and Conditions of Sale ("T&Cs") apply exclusively to all offers, quotations, orders, deliveries, and sales by UppConn GmbH ("UppConn") to any customer ("Buyer").

Any Buyer terms which deviate from, conflict with, or supplement these T&Cs are expressly rejected, even if UppConn does not expressly object. Silence, performance, delivery, or acceptance of payment shall never constitute acceptance of Buyer's terms.

Acceptance of a quotation, order confirmation, invoice, delivery, or receipt or use of goods constitutes unconditional and irrevocable acceptance of these T&Cs, including via digital means (email, online portal, electronic signature).

All orders are subject to written acceptance by UppConn. Automated acknowledgements, pro forma invoices, or logistical communications do not constitute acceptance.

UppConn reserves the right, at its sole discretion and without liability, to:

• Accept or reject any order;
• Limit quantities or allocate products;
• Cancel or suspend any order prior to delivery, including after confirmation, due to availability, sourcing constraints, regulatory/compliance obligations, risk management, supplier factors, or other legitimate business reasons.

Order Binding: UppConn's written order confirmation constitutes binding acceptance.

UppConn may terminate any customer relationship immediately, with or without cause. No compensation, damages, or claims shall arise from such termination, except in cases of intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit).

All products are sold Non-Cancelable and Non-Returnable (NCNR) unless expressly agreed otherwise in writing. Cancellation of partially shipped orders does not entitle Buyer to claims for delivered portions.

Buyer expressly acknowledges that:

• UppConn is an independent B2B distributor, not a manufacturer;
• Products may be sourced globally (EU, US, Asia);
• Certain products may be supplied without manufacturer warranty, traceability, or OEM support;
• Semiconductor components are highly sensitive to handling, ESD, moisture, storage, packaging integrity (including MSL), testing, and programming.

Unless expressly stated otherwise, products are supplied "AS IS / WHERE IS." Buyer confirms it has technical competence and assumes all associated risks.

Prices are subject to market volatility and valid only on the date of issue unless stated otherwise. UppConn may adjust prices at any time prior to delivery.

Prices exclude VAT, customs duties, freight, insurance, testing, certification, permits, labeling, compliance costs, and all ancillary charges, which are borne by Buyer.

Invoices are payable net 30 days, without set-off or deduction. Late payments accrue interest at 2.5% per month (§288 BGB), plus all collection, legal, and enforcement costs.

UppConn may revoke credit terms and require advance payment at any time.

Delivery dates are estimates only and non-binding.

Risk passes to Buyer upon handover to the carrier. UppConn bears no responsibility for transport damage, delays, customs, regulatory matters, or storage conditions post-shipment.

Title remains with UppConn until full payment is received.

Buyer must inspect goods immediately upon receipt.

Visible defects, shortages, or discrepancies must be reported in writing within five (5) business days and before further handling. Failure constitutes final acceptance.

Opening packaging, breaking MSL seals, triggering moisture indicators, testing, programming, mounting, repackaging, or altering constitutes full acceptance and waiver of claims.

RMA Approval: Returns are accepted only if all of the following are strictly met:

• Prior written RMA approval by UppConn, at its sole discretion;
• Defect confirmed by an UppConn-approved independent third-party laboratory, selected solely by UppConn;
• Defect is solely attributable to the original manufacturer.

Absolute Exclusions: Returns are strictly prohibited if:

• Packaging or MSL seals are opened, tampered, or compromised;
• Moisture exposure is indicated;
• Products are handled, tested, programmed, mounted, or altered;
• Damage arises from handling, storage, transport, or third parties.

Buyer Responsibility: All costs of testing, inspection, freight, storage, and handling are borne entirely by Buyer. Failed claims are void ab initio, and goods remain entirely Buyer's responsibility.

Finality Clause: UppConn's determination of defects, laboratory selection, and approval/rejection of any return or RMA is absolute, binding, and not appealable, except in cases of intent or gross negligence. Buyer waives all rights to contest, appeal, or challenge UppConn's determination.

No statutory 14-day or 30-day return rights exist in B2B semiconductor transactions. Claims for latent defects are expressly excluded to the maximum extent permitted by law.

Counterfeit claims require:

• Manufacturer-level confirmation;
• Full unredacted documentation;
• Full cooperation with UppConn verification procedures.

Failure to comply voids the claim.

ALL WARRANTIES ARE EXPRESSLY DISCLAIMED, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, except in cases of intent or gross negligence.

Manufacturer warranties, if existing, are passed through only, without additional warranty by UppConn.

Used, refurbished, market-excess, or traceability-limited products carry no warranty. Buyer rights under §377 HGB remain limited to timely inspection and notice obligations.

UppConn's total liability is strictly limited to the net invoice value of affected goods, except for intent, gross negligence, or mandatory statutory liability.

UppConn shall not be liable for indirect, incidental, or consequential damages, including production loss, downtime, recall costs, profit loss, or third-party claims.

Buyer shall fully indemnify and hold harmless UppConn from claims, damages, or costs arising from handling, integration, resale, application, or compliance.

Express Exclusion: UppConn, its affiliates, subsidiaries, employees, and agents are jointly and severally excluded from further liability to the maximum extent permitted by law.

Products are not authorized for life-critical, safety-critical, or mission-critical applications unless expressly agreed in writing. Buyer assumes full responsibility.

Buyer is solely responsible for export, re-export, and import compliance, including licenses, duties, taxes, and penalties.

Orders placed electronically, by email, or digital systems are legally binding. Electronic signatures are valid and enforceable.

Order Binding: UppConn confirmation constitutes binding acceptance.

In case of payment default or insolvency, UppConn may suspend deliveries, terminate contracts, repossess goods, enforce liens, and claim damages.

UppConn shall not be liable for delays or non-performance due to events beyond reasonable control, including:

• Acts of God, fire, flood, war, embargo, strikes, pandemics;
• Regulatory, export, or import restrictions, sanctions, or governmental actions;
• Supplier default, production shortages, or global semiconductor supply chain disruptions.

UppConn may suspend or cancel affected orders without liability.

These T&Cs are governed by German law, excluding CISG.

Exclusive jurisdiction: UppConn GmbH's registered office. UppConn may alternatively enforce claims in any jurisdiction where Buyer has a registered office, place of business, assets, or conducts commercial activities.

These T&Cs constitute the entire agreement between the parties. Invalid provisions do not affect the enforceability of the remainder. Buyer may not assign rights without UppConn's prior written consent.

UppConn GmbH
Germany