(a) WARRANTIES: Tysonic Battery warrants to Buyer that its products shall be free from defects in material and workmanship and shall conform to any written mutually agreed upon specification, for a period of thirty (30) days from the date of shipment. Provided, however, that as a condition of these warranties the products shall have been stored, installed, operated and maintained in accordance with recommendations and applied in accordance with standard industry practice. Products which are "engineering samples", are sold "AS IS", 'WITH ALL FAULTS", and with no warranty whatsoever.
(b) REMEDIES: Should Buyer believe that products sold hereunder fail to meet the above applicable warranty, Tysonic Battery, at its sole option, will repair or replace such product(s) or issue Buyer a credit or a refund in the amount of the purchase price for such product(s) ("Exclusive Remedy") provided that (i) Tysonic Battery is notified in writing by Buyer within 30 days after discovery of such failure, Buyer is to obtain a Return Material Authorization Form ("RMA") from Tysonic Battery to return 1 part for test and examination to establish the reason for the battery failure. At which time Tysonic Battery will determine whether the balance of the batteries may be returned using a RMA, or not: (ii) Buyer obtains a RMA from Tysonic Battery prior to returning any defective products: (iii) the defective products are returned to the location specified by Tysonic Battery: (iv) the defective products are received by Tysonic Battery no later than four (4) weeks following the last day of the warranty period; and (v) Tysonic Battery shall determine, in its sole and absolute discretion, upon examination of such products that such failures have not been caused by improper installation, application, repair, alteration, accident or negligence.
(c) The Exclusive Remedy is the Buyers exclusive remedies for claims based on defects in or failure of any products whether a claim is based in contract, tort (including negligence and strict liability), warranty or otherwise and however instituted. Upon the expiration of the applicable warranty for any products, all such liability shall terminate. EXCEPT AS EXPRESSLY SET FORTH ABOVE, Tysonic Battery PRODUCTS ARE PROVIDED "AS IS" AND "AS WHERE." Tysonic Battery EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORALLY OR IN WRITING, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, TITLE, USAGE OR TRADE PRACTICE. The parties acknowledge that the price of Tysonic Battery’ products would be much greater if Tysonic Battery undertook more extensive liability.
(d) The above warranties shall apply only to Buyer and shall not apply to Buyer's customers or any other third parties.

(a) Buyer shall defend and indemnify Tysonic Battery from all liabilities and costs resulting from any suit or proceeding based upon a claim that products infringe upon the right of a third party to the extent such claim arises from Tysonic Battery' compliance with Buyer's designs, specifications or instructions.
(b) Products purchased from Tysonic Battery are not to be used in critical safety systems (including without limitation life support equipment and devices used for implementation into the body), any such activity or process involving nuclear fission or fusion, or in any other manner not considered a standard and ordinary commercial use. Buyer agrees not to use or sell or transfer the product to others for such purposes, without prior written authorization from Tysonic Battery which Tysonic Battery may withhold in its sole and absolute discretion. If any such use occurs, Tysonic Battery disclaims all liability and will in no event have any liability to Buyer or any third party for personal injury, death or property or other economic damage suffered. Buyer agrees to defend and indemnify Tysonic Battery against any and all attorney’s fees, costs, damage or expense arising out of or related to such liability. As used herein, "liability: means liability of any kind at any time whether in contract, tort (including negligence and strict liability), warranty or otherwise.

(a) All requests for cancellation of orders, changing a delivery schedule, or placing an order on hold must be made to Tysonic Battery in writing with the most advanced notice possible, so as to minimize cancellation charges. When a cancellation request is received by Tysonic Battery, then Tysonic Battery will evaluate the cancellation charges that the Buyer shall pay, based on whether the products is standard, non standard, or a custom battery assembly and how far along the product is through production.
(b) Once Tysonic Battery gives the Buyer the cancellation fee, the Buyer shall send Tysonic Battery written documentation of the cancellation, reflecting the cancellation charges that the Buyer shall pay within 15 days. Tysonic Battery will acknowledge the cancellation in writing to the Buyer. Custom battery assemblies or non standard products canceled less than 30 days from scheduled shipping day will incur 100% cancellation charges. Buyer agrees to pay all cancellation charges that are included in the cancellation of the order.

(a) If an order is placed in the hands of an attorney for collection or if suit is brought to collect any of the account balance or interest thereon, the Buyer agrees to pay attorney fees and legal costs incurred.
(b) The invalidity, in whole or in part, of any provision herein shall not affect validity of any other provision herein.
(c) Any representation, warranty, course of dealing or trade usage not contained or referenced herein shall not be binding on Tysonic Battery.
(d) No modification, amendment, rescission, waiver or other change in these Terms and Conditions shall be binding on Tysonic Battery unless assented to in writing by its authorized representative.
(e) The rights and obligations of the parties under these Terms and Conditions shall be governed by the substantive laws of the State of California without reference to its conflict of law provisions. The parties hereby irrevocably agree that venue as to any dispute and personal jurisdiction of the parties to such dispute shall be solely and exclusively in the State of California, Courts of the County of Los Angeles, or if applicable, in the Federal District Court for the Central District of California, located in Orange County, California.