Terms and Conditions of Sale

01Scope of These Conditions

Every quotation for goods or services, and every order placed with Alamo Direct or any of its divisions, subsidiaries or affiliates ("Alamo"), is governed by this Agreement, including these Terms and Conditions of Sale (the "Conditions"). Any change a customer (the "Buyer") tries to introduce through its own documents is expressly rejected, and every purchase is conditioned on the Buyer accepting these Conditions.

Terms printed on the Buyer's purchase orders, order confirmations or other documents do not alter or add to this Agreement, even if Alamo does not object to them. Where any earlier or later document conflicts with this Agreement, this Agreement prevails. Alamo may accept an order submitted on a form that differs from these Conditions, but only on the understanding that these Conditions remain the sole terms governing that order.

Alamo starting work on, or delivering, an order does not mean it accepts any additional or different terms proposed by the Buyer. By accepting the products or services, the Buyer accepts these Conditions without qualification.

02Order Validation and Acceptance

Placing an order with Alamo constitutes acceptance of this Agreement, and the Buyer is responsible for making sure its order is accurate. The Buyer must provide its specifications and all relevant order details early enough for Alamo to deliver products that meet them.

Alamo focuses on supply shortages and hard-to-find components. The Buyer understands that such products, especially those with older date codes, frequently can NO LONGER be traced to the original manufacturer or original packaging. If the Buyer needs traceability to the original manufacturer, it must say so when it places the order and specify exactly what documentation it requires for acceptance (for example, manufacturer certificates of conformance, original packaging, QR-code tracing or particular labeling).

If a traceability requirement is not expressly stated on the Buyer's purchase order, the Buyer gives up any right to cancel or return the products for lack of that documentation, and Alamo will decline any return request made on that basis. Acceptance of an order is tied to the Conditions in Alamo's Sales Order. No term in the Buyer's purchase order or acceptance, whether by acknowledgement or otherwise, becomes part of the Sales Order.

03Product Information

Alamo works to keep product and pricing information current and accurate but does not guarantee that it is. Alamo makes no representation that product information is accurate or complete and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITY, UNDER ANY THEORY, RELATING TO PRODUCT INFORMATION.

Typographical errors, omissions or other mistakes in sales materials, prices, invoices or quotations may be corrected without liability to Alamo. The Buyer should verify product information before relying on it. Product information may change without notice.

Alamo may change the specifications of any product or service it supplies where needed to comply with applicable law, or where the manufacturer changes its specification, provided the change does not materially affect quality or performance.

04Product Pricing

Prices for electronic components and similar commodities are set by the market. Prices and availability may change at any time before Alamo completes an order. Unless stated otherwise, a quotation is valid only on the day it is issued and may be changed without notice. The price of products not yet delivered may be raised if Alamo's costs increase, market conditions change, or other causes beyond Alamo's reasonable control arise.

Prices cover the products only. They exclude taxes, tariffs, duties, shipping, freight and other charges or fees, including special packaging and labeling, permits, certificates, test reports, customs declarations and registrations.

Quoted prices do not include the cost of processing payment by credit card or bank wire, or through third-party procurement services, software or e-commerce platforms. Alamo will pass any such additional charges on to the Buyer, and the Buyer agrees to pay them.

Products are sold "as is" and "as available." If Alamo finds a material error in a product's description, availability or price on an order, it will notify the Buyer promptly with options to resolve it. Alamo may allocate products among its customers at its discretion.

05Samples and Evaluation Units

Samples are sold at Alamo's quoted price, excluding all applicable taxes, duties and charges. They are billable once Alamo accepts the order and are non-cancellable and non-returnable (NCNR). Samples are not supplied on consignment, on loan or free of charge. Unless Alamo agrees otherwise in a signed writing, payment is due in advance by wire transfer or credit card, and samples ship only after Alamo receives cleared funds.

06Use of Products

Products are not authorized for use in safety-critical applications, or in any application where a failure could reasonably be expected to cause personal injury, death or serious property damage. If the Buyer uses or sells products for such applications, or does not follow the manufacturer's specifications, it does so entirely at its own risk.

The Buyer will indemnify Alamo against all claims arising from or connected with products supplied by Alamo and used in the Buyer's products or combined with other products. The Buyer will also indemnify Alamo against all liability for infringement of third-party intellectual property rights resulting from Alamo following the Buyer's specific requirements, or from the products being used in combination with other products.

07Technical Assistance or Advice

(A) Distribution. The Buyer acknowledges that Alamo acts only as a distributor of electronic products. The Buyer alone is responsible for specifying every product (including date code requirements), deciding how the products will be used and confirming that they are suitable for that use. The Buyer is also solely responsible for identifying all processes, considerations and site conditions that could affect the product's performance, reliability or operation. Every quotation and sale relies on the Buyer's promise that the information and data it provides to Alamo are current, complete and accurate.

Any technical assistance or advice Alamo offers in connection with a purchase is provided free of charge as a courtesy. Alamo is not liable for the content of that assistance or for how the Buyer uses it, and no statement by an Alamo representative about products or services is a representation or warranty, express or implied. Alamo's employees and agents may not make representations about products or services unless they are confirmed in writing and signed by an authorized Alamo manager, and the Buyer confirms that it does not rely on any representation that has not been confirmed in that way.

(B) Inspection and testing information. Information exchanged between Alamo and its customers, including information obtained or produced during inspection or testing activities, is treated as proprietary. Alamo will disclose it only where the law requires. Alamo will tell customers in advance about any information it intends to make public. If Alamo is legally required to release confidential information, it will inform the affected customer unless the law prohibits doing so.

08Terms of Payment

The full invoice amount is due as stated on Alamo's invoice, without any set-off or deduction. Before processing an order, Alamo may verify the Buyer's payment method, shipping address and any tax-exemption identification number. Alamo may complete an order by charging the payment method and shipping the product, and the Buyer acknowledges that Alamo may charge the payment method before shipment to confirm funds are available.

Alamo may, at its discretion, decline all or part of any order. If it does, Alamo will try to let the Buyer know using the email address or other contact details provided with the order. All payments must be made in United States Dollars (USD). For international orders, Alamo may, at its sole discretion, require letters of credit, bank guarantees or other forms of security.

09Credit Card Payments

Payments made by credit card are subject to a 3.5% processing fee.

10Payment Default

Alamo may change the credit or payment terms it offers the Buyer where the Buyer's financial position or payment history justifies it. Alamo has no obligation to begin or continue performing any agreement with a Buyer whose account is delinquent.

For each month in which any amount remains unpaid after the invoice due date, Alamo may charge a late fee or interest on the unpaid balance at the highest amount or rate the law allows. If Alamo uses a collection agency or takes legal action to recover amounts owed, the Buyer will pay all related costs and expenses, including attorneys' fees. Alamo may apply payments to any of the Buyer's outstanding accounts.

If the Buyer fails to make any payment under this Agreement, Alamo may reschedule or cancel any outstanding delivery and declare all outstanding invoices immediately due. Unless applicable law provides otherwise, any credit Alamo issues to the Buyer expires if it is not used within twelve (12) months of the date it was issued.

(a) Security interest. Alamo keeps a purchase-money security interest in all products delivered to the Buyer and in related accessories, replacements, accessions, proceeds and goods, including accounts receivable (together, the "Collateral"), as security for all amounts owed under these Conditions. If the Buyer does not pay any amount in full when due, it is in default and Alamo has all the rights of a secured party, including the right to repossess and remove all or part of the Collateral. Repossession does not limit any other remedy available to Alamo under these Conditions, at law or in equity. Title to the products passes to the Buyer only once payment has been made in full.

(b) Application of payments. Alamo may apply any payment it receives from the Buyer to any amount the Buyer owes, regardless of any note on or about the payment, and doing so does not release the Buyer from any other amount still owed. Accepting a payment does not waive Alamo's right to collect any remaining balance.

(c) Disputes and chargebacks. The Buyer agrees to resolve disputes with Alamo in good faith. If a chargeback is filed or threatened on any purchase, Alamo will pursue all available legal remedies and will automatically block the Buyer's account from future quotations and purchases.

11Pre-Shipment Requirements

Alamo ships all products immediately unless the Buyer's purchase order expressly requires approval of a test report before shipment, or shipment on a specific carrier account. A pre-shipment test-report requirement must be stated on the purchase order. Alamo will email the test report to the contacts listed on the order, and the Buyer then has forty-eight (48) hours from that email to approve it or send a specific written objection. If Alamo does not receive a valid rejection within that window, the report is treated as approved and the products ship without further delay. These time periods run continuously from Alamo's notice and are not extended by the Buyer's business hours, holidays, time zone or operations.

Where Alamo is shipping on the Buyer's carrier account, the Buyer must provide complete shipping instructions (carrier, service level, account number and any required customs information) within forty-eight (48) hours of being told the goods are ready. If those details are not received, Alamo may ship by any commercially reasonable method, including its own carrier and account, to the address on file, and all related transportation, insurance, customs and handling charges will be added to the Buyer's invoice. These deadlines apply regardless of the Buyer's location, business hours or time zone.

The Buyer is responsible for all costs caused by late or incomplete instructions, including storage, redelivery and reconsignment fees. If the delay lasts more than five (5) business days after Alamo's ready-to-ship notice, Alamo may begin charging reasonable storage fees and may, at its option, cancel all or part of the order and charge a restocking fee of up to twenty-five percent (25%) of the purchase price, in addition to charges already incurred. Choosing to ship, store or cancel does not limit any other remedy available to Alamo.

12Delivery

All deliveries are made Ex Works Alamo's facility or FOB place of origin, as those terms are defined in the current Incoterms of the International Chamber of Commerce. Delivery to the carrier is delivery to the Buyer, and risk of loss passes to the Buyer at that point. Alamo selects the carrier and route unless the Buyer specifies them. The carrier is not Alamo's agent.

Alamo will make every reasonable effort to deliver promptly and in line with the order requirements. The Buyer acknowledges that any delivery or shipment dates provided are best estimates and are not fixed or guaranteed. Alamo may make partial deliveries, and the Buyer will accept and pay for the products delivered.

Alamo will ship using the Buyer's shipping account number on file unless a different account number is provided in good time before the order is fulfilled. A delay in delivering any part of an order does not entitle the Buyer to cancel that delivery or any other scheduled installment.

13Buyer's Acceptance of Products

The Buyer must carry out a thorough incoming inspection PROMPTLY on receipt, and before sending products on to any secondary customer site. Alamo is not responsible for defects or nonconformities discovered during inspection at the Buyer's customer's site. The Buyer must exercise any post-acceptance rights within a reasonable time after a defect is, or should have been, discovered, and before the item's condition changes substantially.

If any product does not meet the specifications in the Sales Order, the Buyer may reject the nonconforming portion. The Buyer must notify Alamo IMMEDIATELY in writing of any damage to the outer packaging or products, or any other discrepancy in the order (a "Visual Defect"), within five (5) business days of the shipment arriving at the Buyer's facility and before it is shipped to an end customer. If the Buyer does not give timely notice, the products are deemed inspected and accepted in all respects, acceptance may not be revoked, and the Buyer must pay for them. Using any part of an order after delivery also constitutes acceptance.

14Discretionary Returns and Cancellations

All orders, including samples and evaluation units, are strictly NON-CANCELLABLE AND NON-RETURNABLE (NCNR) from the earliest of the following: Alamo issuing an order acknowledgement, Alamo beginning to procure or allocate goods for the order, or Alamo shipping the product.

Alamo will process a cancellation or return only for goods that are materially defective. It has no obligation to accept returns for convenience, or cancellations caused by Buyer error, changes in Buyer demand, customs holds or problems with third-party carriers. Alamo may, at its sole discretion, accept a limited cancellation or return on a case-by-case basis. Any resulting refund will be issued as a credit note toward future purchases, less the greater of (i) 25% of the order price or (ii) $250.00, plus all unrecoverable costs Alamo has actually incurred, including supplier fees, freight, testing, handling, packaging, bank fees and market-loss or price-protection exposure.

The Buyer remains liable for all cancellation fees and charges. If they are not paid, Alamo may pursue every available remedy, including referring the account to collections and taking legal action to recover all costs, fees and expenses, including reasonable attorneys' fees.

15Returns and Refunds

No return merchandise authorization (RMA) will be issued without a failure report that clearly identifies the part and describes the failure or issue. Alamo does not accept unauthorized returns or returns shipped freight collect, and credit is given only for parts physically returned to Alamo. If the Buyer sends back products that were not approved for return, even together with an approved return, Alamo will reject the entire shipment and send it back at the shipper's expense.

16Standard Return Requirements

To start a return, the Buyer must provide Alamo with an English-language failure report from an ISO 17025-certified testing facility confirming the problem with the product's form, fit or function. Once an RMA number is issued, the product must be returned to Alamo unused, in its original packaging and in saleable condition. After receiving and inspecting the returned product, Alamo will issue a credit memo or refund equal to the purchase price, less a 25% restocking fee and all unrecoverable out-of-pocket costs and damages. All returns must be shipped freight prepaid as set out in the RMA.

17Anti-Counterfeiting Policy

Alamo takes counterfeiting seriously and uses a range of verification activities to avoid handling counterfeit components. A counterfeit component is a fraudulent part confirmed to be a copy, imitation or substitute that has been represented, identified or marked as genuine, or altered by a source without legal right, with the intent to mislead, deceive or defraud.

If the Buyer claims that a product is a suspected counterfeit, the product must be compared against a golden sample and determined to be counterfeit by an authorized official of the manufacturer. Alamo requires complete, unredacted documentation of that determination from the manufacturer, including the name, title or position and direct contact details of the authorized individual who made it. Alamo may contact that individual to verify the determination, and a lack of cooperation from the manufacturer's representative may weaken the Buyer's claim.

18RMA Eligibility and Process Requirements

Alamo will authorize an RMA only for documented part failures or Alamo errors, and only where the defect was caused solely by Alamo or the original manufacturer and the Buyer has met the notice and use requirements above. No RMA will be issued for damage, shortages or other discrepancies caused by the Buyer, the carrier or freight provider, or any other third party. Whatever the nature of the claim, the Buyer's recovery from Alamo will not exceed the purchase price the Buyer paid for the goods found to be defective.

Warranty-period returns. A request to reject products during the warranty period is not valid until Alamo has had the opportunity to investigate and has issued a written authorization and RMA number. Alamo will accept returned products and refund the purchase price during the warranty period only if all of the following conditions are met:

1. the products are returned to Alamo within seven (7) calendar days of Alamo approving the return;
2. the products are accompanied by either (a) an English-language failure report from an independent ISO 17025-certified testing facility confirming the problem with their form, fit or function, or (b) an English-language failure report from the Buyer's in-house test lab confirming that problem, where the failure is then reproduced by Alamo's authorized lab; and
3. the products are returned in their original packaging and in their original condition, form, fit and function.

Under this provision, the Buyer's only remedies, chosen at Alamo's discretion, are for Alamo to (i) repair the products, (ii) replace them at no cost to the Buyer, or (iii) refund the purchase price. Any replacement part or product will be new or serviceably used, comparable in function and performance to the original, and covered for the remainder of the original warranty period.

Return shipping. The Buyer is responsible for packaging returned goods properly, shipping them freight prepaid as set out in the RMA and paying any restocking charges. At its discretion, Alamo will either send products that are not eligible for return back to the Buyer freight collect, or hold them for the Buyer's account at the Buyer's expense.

19Warranty

The Buyer acknowledges that Alamo is an independent distributor of electronic components and does not manufacture the products. Alamo makes no representation or warranty, express or implied, about the products, goods or services it provides, including any implied warranty of merchantability or fitness for a particular purpose.

To the extent the law and its contracts allow, Alamo will pass on to the Buyer any transferable warranties, indemnities and remedies it receives from the manufacturer. Where the law requires it, Alamo warrants that at the time of delivery the products will conform to the specifications in the manufacturer's published data sheet.

20Warranty Period

Warranty claims for nonconformance with the manufacturer's specifications may be made for up to 30 days after delivery and cover normal use only. Value-added services, services bundled with products and other services provided by Alamo carry no warranty. Any applicable warranty ends after 30 days, and is void entirely before then if:

• the product has not been stored, installed, maintained or operated in line with accepted industry practice or the manufacturer's specific instructions;
• the product has been subject to an accident, misapplication, environmental contamination (including ESD), corrosion, damage, debris, improper passivation, neglect, abuse or misuse;
• the Buyer has modified the product without Alamo's prior written consent;
• the Buyer has used or repaired the product after discovering the defect without Alamo's prior written consent;
• the Buyer refuses to let Alamo examine the product and its operating data to determine the nature of the claimed defect; or
• the Buyer fails to meet its obligations.

Low-cost items needing repair or replacement, and routine maintenance or consumable items, are outside the scope of these limited warranties.

Qualified military and defense customers. For military customers, and for QSLD or AS6081-designated orders that contractually require it, warranty claims for nonconformance with the manufacturer's specifications may be made for up to one (1) year after delivery and cover normal use only. All other warranty terms, conditions, exclusions and voiding conditions in these Conditions still apply.

21Warranty Disclaimer

ALL WARRANTIES AND REPRESENTATIONS NOT EXPRESSLY STATED IN THESE CONDITIONS ARE EXCLUDED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM A COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, FOR ANY GOODS OR SERVICES. THE BUYER'S REMEDIES ARE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF DEFECTIVE GOODS, AS APPLICABLE, DURING THE WARRANTY PERIOD. IF THESE REMEDIES ARE FOUND INADEQUATE OR TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE FOR ANY REASON, THE BUYER AGREES THAT REFUND OF THE AMOUNT IT PAID TO ALAMO UNDER THE CONTRACT WILL PREVENT THOSE REMEDIES FROM FAILING OF THEIR ESSENTIAL PURPOSE AND IS A FAIR AND ADEQUATE REMEDY.

22Special Warranty Provisions

Alamo's pass-through limited warranties apply to each order separately. Buying additional parts or products from Alamo does not extend the warranty period for components already covered. Coverage for used or refurbished products may vary according to the specification sheet or sales invoice. Warranties for AS6081-designated products last for up to one year after delivery and cover normal use only.

Alamo does NOT warrant, and is not responsible for, damage or problems caused by:

1. Installation and environment, such as an unsuitable installation or operating environment for the product or its accessories, or improper installation or maintenance;
2. Shipping and handling, such as damage in transit, impact with other objects, drops, falls, spilled liquids or immersion in liquid;
3. Misuse and external causes, such as any other abuse, misuse, mishandling or misapplication, or use of the product for purposes other than those it is normally used for;
4. Force majeure and power events, such as power surges or disasters including fire, flood, wind, earthquake or lightning; or
5. Software and data, such as programs, data, viruses or other files or components.

23Limitation of Liability

Alamo's liability to the Buyer is limited to the Buyer's direct damages, up to no more than the price of the product found to be nonconforming. Alamo will not be liable to the Buyer or any third party for any damages arising from fulfilling the order. To the extent the law permits, neither Alamo nor its employees or agents are liable for, and the Buyer is not entitled to, any indirect, special, incidental or consequential damages, such as lost profits or revenue, loss of data or use, rework, manufacturing costs, damage to reputation or loss of business. The Buyer assumes all liability for, and will hold Alamo harmless from, every claim, demand, damage, cost, loss or expense imposed on the Buyer from any source in connection with fulfilling the order.

Alamo is not liable for being unable to obtain enough of any product, or for failing to meet its obligations under this Agreement, because of causes beyond its reasonable control. These include acts of nature, acts or omissions of the Buyer, operational disruptions, natural or man-made disasters, epidemics and public-health crises, material or product shortages, strikes, criminal acts, transport or delivery delays, and the inability to obtain labor, materials or products through usual sources. Alamo disclaims all responsibility for carrier delays, for loss of or damage to goods in transit, and for any loss after the carrier has received the shipment in good order.

24International Trade and Customs

Some products, and the related technology and documentation, are subject to the export control laws, regulations and orders of the United States and to the export and import control laws of other countries. The Buyer will not, directly or indirectly, export or divert any products, technology or documentation to any third party or country where that is restricted or prohibited. The Buyer is solely responsible for obtaining any required export, re-export or import license. The Buyer will pay in full, without set-off, all taxes, tariffs and duties (including tariff pass-through costs) associated with importing or exporting the products on its order.

25Export Controls and Sanctions Compliance

The Buyer represents, warrants and agrees that it, its affiliates and their directors, officers, employees and agents will comply with all applicable export control, sanctions, anti-boycott and import laws and regulations. These include the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR) where applicable, sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), and the sanctions regimes of the EU, UK and UN. In particular:

• (a) the Buyer will not export, re-export, transfer or otherwise make available any products, software, technology or services bought from Alamo to any embargoed or comprehensively sanctioned country or region, or to any person or for any end use prohibited by law, including military, weapons of mass destruction, or military end-use and end-user restrictions under EAR Part 744;
• (b) the Buyer is not, and will not transfer goods to, any party named on a U.S., EU, UK or UN restricted-party list;
• (c) the Buyer will carry out appropriate denied-party and end-use/end-user screening and keep policies and records showing that screening; and
• (d) the Buyer will not alter, remove or obscure export classification or country-of-origin markings, and will preserve traceability information.

1. If any item Alamo supplies is subject to the ITAR or is otherwise export-controlled, the Buyer will obtain and maintain every authorization, license and approval needed to receive, use, export or re-export it, will limit access to authorized persons, and will notify Alamo in writing before any planned export, re-export or transfer. On Alamo's reasonable request, the Buyer will promptly provide certifications, end-use and end-user statements and other documents, and will cooperate reasonably with compliance audits under this section.
2. Alamo may suspend performance, withhold shipments, or terminate any order in whole or in part, without liability, if it decides at its discretion that performance could breach applicable law or sanctions policy, or if the Buyer does not provide requested information or certifications. The Buyer will indemnify and hold Alamo harmless from all losses, fines, penalties, costs and expenses resulting from the Buyer's breach of this section.

26Default

If the Buyer fails to make any payment or otherwise breaches these Conditions; or, as an individual, commits an act of bankruptcy or has a receiving order made against them; or, as a company, enters bankruptcy or liquidation (whether voluntary or compulsory) or has a receiver or manager appointed over all or part of its business; or if distress or execution is levied or threatened against any of the Buyer's property, then, without prejudice to any of its other rights, Alamo:

1. may repossess and resell any goods delivered to the Buyer that have not been paid for in full, and may enter the premises where they are located for that purpose;
2. may suspend further deliveries until the default is remedied, or refuse to deliver any further goods and resell any goods the Buyer has ordered, whether they are the balance of an existing order or all or part of a new one; and
3. is entitled to recover from the Buyer its lost profit on all such goods, all costs of repossession, storage, insurance and sale, and interest as set out above until payment is actually made.

If the Buyer becomes insolvent, Alamo will have, in addition to any lien arising by law, a general lien over all of the Buyer's goods in Alamo's possession (even if some or all of them have been paid for) for any money owed for those goods or for any other balance or amount the Buyer owes Alamo, under the same order or any other.

27Force Majeure

"Force Majeure" means any circumstance beyond a party's reasonable control. Examples include fire, explosion, machinery or equipment breakdown, plant shutdown, strikes or other labor disputes, terrorism or war, riots or civil disturbance, voluntary or required compliance with any law, order, regulation, recommendation or request of a government authority, inability to obtain materials needed to manufacture the goods, total or partial failure of Alamo's usual means of transporting the goods, and failure to obtain required government approvals, permits or licenses. Except for paying amounts owed, neither party is liable for failing to perform its contractual obligations because of a Force Majeure event.

28Assignment

The Buyer may not assign or transfer its rights or obligations under a Sales Order, in whole or in part, by operation of law or otherwise, without Alamo's prior written consent, which Alamo may give or withhold at its sole discretion. Any attempted assignment in breach of this section is void, is a breach of the contract, and entitles Alamo to terminate the contract in addition to any other rights it has. These Conditions bind the Buyer's heirs, executors, administrators, successors and assigns. Alamo may assign any of its rights or obligations under the contract to any third party.

29Notices

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 or registered mail, return receipt requested and postage prepaid; or (iv) email to the designated notice address, with a copy sent by tracked courier or certified or registered mail.

A notice is treated as received when it is actually received. An email is treated as received when sent if sent during the recipient's business hours, and otherwise on the next business day. Mail is treated as received two (2) business days after posting by domestic certified or registered mail, or seven (7) business days if sent internationally. For service of process, email together with tracked courier is effective service.

30Governing Law and Venue

The Buyer acknowledges that this Agreement was negotiated at arm's length, that it was not fraudulently induced to enter into any part of it, and it expressly waives any claim to the contrary. Any action arising from or relating to this Agreement, including disputes about its breach, termination or validity, is governed by the laws of the State of Texas, without regard to conflict-of-law rules that would apply the law of another jurisdiction.

The Buyer irrevocably submits to the jurisdiction of the state and federal courts covering the state or county in which Alamo has a place of business at the time the action is brought, and 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. Notwithstanding the Texas choice of law, Alamo may, at its sole option, consider alternative dispute resolution for international customers.

31Service of Process

Each party agrees to accept service of process in any action or proceeding relating to this Agreement by (a) internationally recognized tracked courier to that party's notice address, and (b) email to the most recent business email address that party has provided, as long as courier delivery is also attempted. Service is effective on the earliest of actual receipt, confirmation of email transmission, or three (3) business days after the documents are handed to the courier.

Where the Hague Service Convention or another treaty applies, the parties agree that these methods are permitted, or are alternative channels authorized by the competent authority. If they are not permitted, the parties consent to service through the Central Authority process. To the fullest extent the law allows, each party waives any objection to the manner of service described in this section.

32Electronic Orders

These Conditions continue to apply where any part of a purchase is handled electronically, including by email or through third-party electronic systems. An order accepted by the Buyer electronically is binding, and the Buyer agrees that electronic signatures may be used and are legally valid, effective and enforceable.

33Severability

If a court of competent jurisdiction finds any part of these Conditions illegal or unenforceable, that finding does not affect the rest of the Conditions. The affected provision will be treated as severable, and the remaining Conditions stay in full force and effect.

34Entire Agreement

These Conditions, together with the price, quantity and product details on Alamo's invoice for the relevant products or services, form the entire agreement between the parties for the supply of those products or services, and the Buyer may not rescind or terminate it except as provided here. Neither party has given the other any understanding, inducement, commitment, condition, representation or warranty of any kind, whether direct, indirect, collateral, express, implied, oral or written, other than as set out in this Agreement.

No amendment, modification or release of any provision is effective unless it is in writing and signed by both parties. A waiver of any breach of the Agreement does not waive any continuing or later breach of the same or any other term. This Agreement supersedes all prior oral and written quotations, agreements and understandings between the parties on its subject matter. Alamo may amend these Conditions by giving the Buyer written notice.