Terms & Conditions of Sale

1. Applicability of Terms

These Terms and Conditions of Sale ("Terms") apply exclusively to all sales of products and services by Lillie Systems Co., Ltd. ("Lillie Systems", "we", "us") to any buyer ("Buyer"). These Terms supersede and exclude any terms or conditions submitted by the Buyer, including any purchase order terms, standard terms of procurement, or other conditions, unless explicitly accepted by Lillie Systems in a signed written instrument.

The placement of an order, whether by purchase order, electronic communication, verbal instruction, or any other means, constitutes the Buyer's unconditional acceptance of these Terms in their entirety. No conduct by Lillie Systems shall be construed as acceptance of any Buyer terms that conflict with or supplement these Terms.

These Terms take precedence over any prior oral or written representations, negotiations, or understandings. Only a written amendment signed by an authorised representative of Lillie Systems may modify these Terms with respect to a specific transaction.

2. Orders and Order Acceptance

All orders submitted by the Buyer constitute offers to purchase and are not binding on Lillie Systems until confirmed by a written order acknowledgment issued by Lillie Systems. Lillie Systems reserves the right, at its sole and absolute discretion, to accept, decline, or modify any order for any reason without liability.

Specifications, quantities, lead times, and other order details are binding only as stated in the order acknowledgment. Buyers are responsible for verifying the accuracy of all details contained in the acknowledgment and must raise any discrepancies within two (2) business days of receipt.

Orders, once acknowledged by Lillie Systems, may not be cancelled or modified by the Buyer without prior written consent of Lillie Systems. In the event Lillie Systems consents to a cancellation, the Buyer shall be liable for all costs incurred by Lillie Systems up to the date of cancellation, including materials, labour, and third-party commitments, plus a cancellation fee as determined by Lillie Systems.

No verbal commitments, representations, or promises made by any Lillie Systems employee, agent, or representative shall be binding unless confirmed in writing.

3. Pricing

All prices are those in effect at the time of order acknowledgment and are stated exclusive of taxes, duties, freight, insurance, and any other applicable charges unless explicitly stated otherwise in writing.

Quoted prices are valid for thirty (30) calendar days from the date of quotation unless a different validity period is expressly stated. Lillie Systems reserves the right to revise prices after the validity period expires, or upon changes in raw material costs, energy costs, currency fluctuations, regulatory requirements, or other factors beyond its reasonable control.

Lillie Systems reserves the right to correct clerical, typographical, or computational errors in any quotation, invoice, or acknowledgment at any time without liability. No discount, allowance, or special pricing applies unless agreed in writing for the specific order in question and does not create any obligation or precedent for future transactions.

4. Payment Terms

Unless otherwise agreed in writing, payment in full is required in advance of production and prior to shipment. Lillie Systems will not commence manufacture or reserve production capacity until full payment has been received and cleared. No goods will be released for shipment until payment has been confirmed.

All payments must be made in the currency specified on the invoice. Bank transfer charges, currency conversion fees, and any other transaction costs are the sole responsibility of the Buyer and may not be deducted from the invoiced amount.

Where credit terms have been separately agreed in writing, invoices are due on the date stated. Outstanding balances beyond the agreed payment date accrue interest at the rate of 1.5% per month compounding from the due date until full settlement. Lillie Systems reserves the right to:

• Withhold shipment of any order where any outstanding balance exists on the Buyer's account
• Revoke any credit terms previously extended, with immediate effect, upon the Buyer's failure to pay on time
• Require full pre-payment on all future orders following any payment default
• Recover all costs of collection, including reasonable legal fees and expenses

Disputed invoices must be notified to Lillie Systems in writing within five (5) business days of the invoice date. Undisputed portions of any invoice remain payable in full on the due date.

5. Delivery and Risk of Loss

Unless otherwise agreed in writing, delivery is on EXW (Ex Works, Incoterms 2020) terms from Lillie Systems' facility. Risk of loss, damage, or destruction passes to the Buyer upon handover of goods to the first carrier, or upon collection by the Buyer or its agent, whichever occurs first.

Delivery dates and lead times provided by Lillie Systems are estimates only and do not constitute a guarantee or warranty of delivery by a specific date. Lillie Systems shall not be liable for any loss, damage, cost, or expense arising from delays in delivery, howsoever caused, including but not limited to force majeure events, supply chain disruptions, manufacturing delays, logistics failures, or acts of third parties.

The Buyer is responsible for arranging and bearing the cost of insurance, freight, and all other logistics from the point of delivery. Where Lillie Systems arranges freight on the Buyer's behalf as a convenience, it does so as the Buyer's agent and without liability for the acts or omissions of the carrier.

The Buyer must inspect goods promptly upon receipt and notify Lillie Systems in writing of any visible damage, shortage, or non-conformity within five (5) business days of receipt. Failure to provide timely notification shall constitute acceptance of the goods as delivered and waiver of any related claim.

6. Import Duties, Taxes, and Customs

The Buyer is solely and entirely responsible for all import duties, customs clearance fees, value-added tax (VAT), goods and services tax (GST), excise duties, tariffs, levies, and any other taxes or governmental charges imposed in connection with the importation, purchase, or use of products in the Buyer's country or any country of transit or destination.

Lillie Systems will not act as importer of record, customs declarant, or tax representative for the Buyer in any jurisdiction, unless separately agreed in writing. The Buyer must provide Lillie Systems with any information required for export documentation accurately and in a timely manner; Lillie Systems bears no responsibility for errors arising from inaccurate or incomplete information provided by the Buyer.

Any delay or additional costs arising from customs holds, inspections, or non-compliance with import regulations in the destination country are the sole responsibility of the Buyer. Lillie Systems shall not be liable for any consequential loss arising from such delays.

7. Product Changes and Availability

Lillie Systems reserves the right to make corrections, enhancements, improvements, and other changes to its products (sometimes referred to as components) and services at any time and without prior notice. Such changes may include modifications to design, specifications, materials, processes, packaging, or part numbering.

Buyers should obtain the latest relevant information before placing orders and should verify that such information is current and complete. Reliance on outdated specifications, datasheets, or product documentation is the Buyer's sole responsibility. Lillie Systems is not obligated to notify Buyers of changes to products unless a specific written agreement to do so has been established.

Lillie Systems reserves the right to discontinue any product or product line at any time without liability. Lillie Systems will make reasonable efforts to provide advance notice of discontinuation where practicable but is not obligated to maintain supply beyond the last order date for a discontinued product.

8. Warranty

Lillie Systems warrants performance of its products (components) to the specifications applicable at the time of sale, in accordance with the Warranty and RMA Policy, which is incorporated herein by reference and forms part of these Terms. Testing and other quality control techniques are used to the extent that Lillie Systems deems necessary to support this warranty. Except where mandated by applicable law, testing of all parameters of each component is not necessarily performed.

To the fullest extent permitted by applicable law, all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby expressly disclaimed. The express warranty set out in the Warranty and RMA Policy constitutes the sole and exclusive warranty provided by Lillie Systems. Warranty remedies are limited exclusively to those set out therein and do not extend to any consequential, incidental, or indirect losses.

For full details of our warranty coverage, return authorisation process, exclusions, and shipping responsibilities, please refer to our Warranty and RMA Policy.

9. Application Responsibility

Lillie Systems assumes no liability for applications assistance or the design of Buyers' products. Any technical information, application notes, reference designs, or support provided by Lillie Systems is offered as general guidance only, without warranty of any kind, and does not constitute a recommendation to use any product in any specific application.

Buyers are solely responsible for their products and all applications that incorporate or rely upon Lillie Systems components. To minimise risks associated with Buyers' products and applications, Buyers should provide adequate design, testing, and operating safeguards appropriate to their specific use case, environment, and regulatory requirements.

The Buyer acknowledges that it has conducted its own independent assessment of the suitability of Lillie Systems components for its intended application and has not relied solely on information provided by Lillie Systems. Lillie Systems makes no representation that any product is suitable for any specific application unless such suitability has been explicitly confirmed in writing by an authorised Lillie Systems representative for the specific application in question.

10. Regulatory and Safety Compliance

Buyer acknowledges and agrees that it is solely responsible for compliance with all legal, regulatory, and safety-related requirements concerning its products, and any use of Lillie Systems' components in its applications, notwithstanding any applications-related information or support that may be provided by Lillie Systems.

Buyer represents and agrees that it has all the necessary expertise to create and implement safeguards which anticipate dangerous consequences of failures, monitor failures and their consequences, lessen the likelihood of failures that might cause harm, and take appropriate remedial actions. This obligation applies regardless of whether Lillie Systems has provided technical support or application guidance in connection with the relevant product or application.

Buyer will fully indemnify Lillie Systems and its representatives against any damages, claims, fines, penalties, or costs arising out of the use of any Lillie Systems components in applications that fail to comply with applicable laws, regulations, or safety standards, or that result in harm to any person or property.

11. Safety-Critical Applications

Lillie Systems products may be promoted specifically to facilitate safety-related applications, including but not limited to applications in mining equipment, agricultural machinery, electric vehicles, and related industrial environments. With such components, Lillie Systems' goal is to help customers design and create their own end-product solutions that meet applicable functional safety standards and requirements. Nonetheless, such components are subject to these Terms in their entirety.

The designation of a component as suitable for safety-related use does not relieve the Buyer of any obligation to assess suitability, validate performance, conduct system-level safety analysis, or obtain any required certifications for the Buyer's end application. The Buyer remains fully responsible for ensuring that its system design, implementation, and operation satisfies all applicable safety integrity levels (SIL), performance levels (PL), and other functional safety standards.

Lillie Systems expressly disclaims any liability for failures, injuries, loss of life, property damage, or consequential losses arising from the use of its components in safety-critical applications, where such harm results from the Buyer's failure to implement adequate safeguards, perform necessary validation, or comply with applicable standards. This disclaimer applies even where Lillie Systems has provided application-specific support or guidance.

12. Intellectual Property

All intellectual property rights in Lillie Systems' products, including without limitation patents, design rights, trademarks, copyright, trade secrets, and know-how embodied in or related to the products, documentation, software, firmware, and manufacturing processes, are and remain the exclusive property of Lillie Systems or its licensors.

The sale of products does not transfer any intellectual property rights to the Buyer. The Buyer is granted only a non-exclusive, non-transferable right to use the purchased products as intended. The Buyer shall not, and shall ensure that its customers, employees, and contractors do not:

• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the composition, design, or construction of any Lillie Systems product
• Copy, reproduce, or create derivative works based on Lillie Systems products or documentation
• Remove, alter, or obscure any proprietary markings, labels, or notices on products or packaging
• File any intellectual property application that incorporates or is derived from Lillie Systems' confidential information or technology

13. Confidentiality

All technical data, specifications, drawings, pricing, processes, business information, and other non-public information disclosed by Lillie Systems to the Buyer in connection with a transaction ("Confidential Information") is and remains the confidential and proprietary information of Lillie Systems. The Buyer shall not disclose Confidential Information to any third party without the prior written consent of Lillie Systems.

The Buyer shall use Confidential Information solely for the purpose of evaluating or using the products purchased and shall restrict access to those of its employees and contractors who have a genuine need to know and who are bound by obligations of confidentiality no less restrictive than those set out herein.

These obligations of confidentiality shall survive the completion or termination of any transaction and shall remain in effect for a period of five (5) years thereafter, or for so long as the information remains a trade secret under applicable law, whichever is longer.

14. Export Control

Products sold by Lillie Systems may be subject to export control laws and regulations, including without limitation the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), European Union dual-use regulations, and applicable Thai export control legislation. The Buyer is solely responsible for compliance with all such laws. The Buyer represents and warrants that it:

• Is not located in, or controlled by a government of, any country subject to a comprehensive trade embargo or sanctions regime
• Is not listed on, and is not owned or controlled by any person or entity listed on, any applicable denied-party or restricted-party list
• Will not re-export or transfer products to any prohibited end-user, end-use, or destination without first obtaining all required government authorisations
• Will immediately notify Lillie Systems if it becomes aware of any potential violation of this clause

The Buyer shall indemnify and hold harmless Lillie Systems against any penalties, fines, losses, or liabilities arising from the Buyer's failure to comply with applicable export control requirements.

15. Limitation of Liability

To the fullest extent permitted by applicable law, Lillie Systems' total cumulative liability to the Buyer, whether arising in contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall in no event exceed the total purchase price actually paid by the Buyer to Lillie Systems for the specific product giving rise to the claim during the twelve (12) months preceding the event giving rise to such liability.

In no event shall Lillie Systems be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, regardless of whether Lillie Systems has been advised of the possibility of such damages. This exclusion applies to, without limitation:

• Loss of revenue, profits, business, or anticipated savings
• Downtime, production losses, or loss of use of equipment
• Cost of substitute products, components, or services
• Data loss or corruption
• Damage to third-party equipment or property
• Claims made against the Buyer by its own customers or end-users

The allocation of risk set out in these Terms is an essential element of the basis of the bargain between the parties. Lillie Systems would not have agreed to supply products at the prices charged without these limitations.

16. Indemnification

The Buyer shall defend, indemnify, and hold harmless Lillie Systems, its affiliates, officers, directors, employees, agents, and successors from and against any and all claims, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Buyer's products, services, or applications that incorporate or use Lillie Systems components
• The Buyer's misuse, modification, improper installation, or operation of products outside their specified parameters
• The Buyer's failure to comply with applicable laws, regulations, or safety standards
• Any claim by the Buyer's customers, end-users, or third parties related to a product or system incorporating Lillie Systems components
• Any breach by the Buyer of these Terms, including any representation, warranty, or obligation set out herein
• Any failure by the Buyer to implement adequate safeguards in safety-critical applications

This indemnification obligation shall survive the completion or termination of any transaction and shall apply regardless of whether Lillie Systems is alleged to be jointly or concurrently negligent, except to the extent that any claim arises solely from the gross negligence or wilful misconduct of Lillie Systems.

17. Governing Law, Disputes, and General Provisions

Governing Law. These Terms and all transactions arising hereunder shall be governed by and construed in accordance with the laws of Thailand, without regard to its conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Dispute Resolution. Any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, shall be submitted exclusively to the jurisdiction of the competent courts of Thailand, at Lillie Systems' election. The Buyer irrevocably submits to such jurisdiction and waives any objection to the laying of venue in such courts.

Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity and enforceability of the remaining provisions.

No Waiver. Lillie Systems' failure to enforce any right or provision of these Terms on any occasion shall not constitute a waiver of that right or provision and shall not prevent Lillie Systems from enforcing such right or provision on any future occasion.

Force Majeure. Lillie Systems shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, civil unrest, government action, pandemics, natural disasters, fire, flooding, strikes, supply shortages, or failures of utilities or communications infrastructure. In such circumstances, Lillie Systems' performance obligations shall be suspended for the duration of the force majeure event.

Entire Agreement. These Terms, together with the order acknowledgment and any documents expressly incorporated by reference (including the Warranty and RMA Policy), constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings.

Policy Updates. Lillie Systems may update these Terms from time to time. The version of these Terms in effect at the time of order acknowledgment applies to that transaction unless otherwise agreed in writing.