These Sales Terms and Conditions (“Conditions”) regulate the acquisition, purchase, and/or receipt of any merchandise (“Goods”) from Aden Group LLC d/b/a Ellect Mobility and/or its associated entities (collectively, “Ellect Mobility”) by you (referred to as the “Customer” or “you” or “your”). Upon receiving the Goods, you are acknowledging and accepting these Conditions. Failure to expressly agree with these Conditions implies that you may not purchase, receive, resell, sell, or utilize any of the Goods. All Goods must be returned in accordance with the terms and conditions outlined in the pertinent Ellect Mobility invoice, inclusive of the 20% restocking fee (“Fee”). By accepting these Conditions, you explicitly affirm and undertake the following: (1) any disputes between us will be resolved through binding arbitration (waiving the right to litigate); (2) you will fulfill payment obligations for the Goods as detailed in the applicable invoice, and (3) you will refrain from engaging in any action or inaction that would result in Ellect Mobility violating applicable laws.

Failure to expressly agree with these Conditions within 5 days of receiving the pertinent invoice relinquishes your right to avail, purchase, sell, utilize, offer to sell, demonstrate, market, or distribute the Goods. Consequently, all Goods must be returned to Ellect Mobility, post receipt of a Return Merchandise Authorization (RMA) from Ellect Mobility, fully insured and at your sole expense with proof of receipt. Any Goods returned under such conditions are subject to the Fee—without exceptions. By availing, purchasing, selling, utilizing, offering to sell, demonstrating, marketing, or distributing the Goods from Ellect Mobility (collectively termed as “using”), you are expressly consenting to be bound by all of these conditions without any dispute.

1.        Orders:

1.        You acknowledge and comprehend that additional terms and conditions may apply to the purchase of specific goods or services from Ellect Mobility (“Additional Terms”). These Additional Terms will be delineated in the applicable invoice or made accessible to you.

2.        You acknowledge and agree that any terms and conditions in emails or documents presented to Ellect Mobility (such as Customer’s invoice, Customer’s sales order, Customer’s PO, or any other Customer document) (“Customer Terms”) will neither supersede nor have any effect on these Conditions, regardless of Ellect Mobility’s objection to the Customer Terms. The Customer Terms are entirely rejected and shall not be enforceable against Ellect Mobility.

3.        Customer assumes all risk and responsibility for all purchases relating to Goods sold and shipped to a Customer-designated facility. Ellect Mobility acts reasonably when accepting a purchase and shipment request for Goods.

4.        Customer expressly represents and warrants that all of Customer’s employees and agents placing orders on behalf of Customer are duly authorized to commit and bind Customer to these Conditions.

5.        All accepted orders are fully binding on Customer. Customer may not cancel or modify any accepted order without Ellect Mobility’s express written consent, except in the event of a material default by Ellect Mobility regarding such order, which remains uncured by Ellect Mobility within a reasonable period following receipt of written notice from Customer of such default.

6.        Any permissible cancellation by Customer shall be in writing and shall specify in reasonable detail the nature of the default, subject to the Fee.

7.        All orders for non-standard goods, including goods configured to Customer’s specifications, are non-cancelable and non-returnable.

2.        Applicability of the Conditions: Unless otherwise agreed upon in writing and signed by an authorized representative of Ellect Mobility, these Conditions (“Sales Terms”), as published on Ellect Mobility’s website located at www.ellectmobility.com at the time of sale, govern all purchases of goods and services (“goods”) by the entity specified in the applicable invoice referencing these Conditions.

3.        Payment Terms and Credit: Ellect Mobility will specify Customer’s payment terms, if any, upon Customer’s account establishment. Customer’s credit line and payment terms may be subject to change. Ellect Mobility reserves the right to modify, increase, decrease, or terminate Customer’s credit privileges and terms without prior notice. Customer certifies that the information provided to induce Ellect Mobility to extend credit and sell Goods is accurate. Payment terms shall typically be net thirty (30) days from the invoice date, with the payment date being the payment postmark date or the actual date of electronic funds transfer, as applicable. Customer waives any right to set-off or similar remedy against Ellect Mobility. In case of default on any payment, Ellect Mobility may reschedule, suspend, or cancel any outstanding delivery or order and declare the entire outstanding balances under all invoices immediately due and payable. Customer agrees to pay interest on any past due amount at the rate of 1.5% per month or the highest rate permitted by law, whichever is greater. Customer shall also pay all costs and expenses relating to payment of outstanding amounts, including attorney’s fees, collection costs, and court costs.

4.        Pricing: Customer agrees to purchase the goods at the prices specified in the applicable invoice. Quoted prices are subject to change without notice and do not include taxes, handling, shipping, transportation, duties, or other charges unless explicitly stated. Customer is responsible for all applicable fees and taxes on the sale, receipt, and delivery of goods. Exemption certificates must be presented to Ellect Mobility prior to shipment to be honored. Ellect Mobility’s acceptance of Customer’s order occurs at the time of shipment, except for non-standard Goods.

5.        Shipment: All deliveries of Goods shall be made FCA (Incoterms 2020) at Customer’s designated or accepted carrier’s location (the “Location”). Ellect Mobility bears no liability for any delivery delays or for partial or early deliveries. Risk of loss, damage, and title to goods shall pass upon delivery to the Location. Customer or the consignee receiving the shipment must inspect the goods upon receipt and secure written acknowledgement from the delivering carrier for any shortages, loss, damage, or nonconformance. Customer must notify Ellect Mobility in writing within five (5) days of receipt of any shipment discrepancies. Failure to notify within this period deems the goods fully accepted.

6.        Return and RMAs: Customer may only return Goods as permitted herein and upon receipt of a Ellect Mobility issued RMA. Goods otherwise shall be non-returnable, non-cancellable, and non-refundable.

1. Customer may return erroneously shipped Goods or Goods damaged prior to shipment, provided they are returned with original packaging intact and in the same condition as shipped.

2. Customer must adhere to Ellect Mobility’s returns processing guidelines and obtain a valid RMA prior to returning any goods.
3. All returns are subject to the Fee unless otherwise agreed in writing by Ellect Mobility.

4.  Ellect Mobility’s liability for any returned goods is limited to acceptance of their return and issuance of any credits pursuant to its returns processing guidelines.

5. Unless agreed otherwise in writing, all goods returned from Customer are DDP (Incoterms 2020) to Ellect Mobility’s designated facility, with title and risk of loss transferring to Ellect Mobility upon receipt and acceptance of the returned Goods.
6. Ellect Mobility may refuse delivery of any package without a valid RMA. Unauthorized returns may be subject to return to the shipping location, and if refused, considered abandoned without crediting Customer’s account.

7. Warranties: Customer explicitly acknowledges that Ellect Mobility is not the manufacturer of the goods. Any warranties for the Goods, if provided, are offered by the manufacturer or publisher (“Vendor”) of the Goods. ELLECT MOBILITY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING ANY GOODS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, UTILITY, TITLE, ACCURACY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ALL GOODS AND INFORMATION ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “WHERE IS” BASIS. To the extent permitted, Ellect Mobility will transfer any transferable goods warranties, indemnities, and remedies provided by the Vendor, if any, including warranties and indemnities for intellectual property infringement. The sole and exclusive remedy for Customer, its affiliates, and their respective customers concerning the Goods shall be the remedy, if any, provided by the applicable Vendor of such Goods to such parties.

8. Indemnification: ELLECT MOBILITY IS NOT LIABLE FOR, AND HAS NO OBLIGATION TO DEFEND, INDEMNIFY, OR HOLD HARMLESS CUSTOMER, ITS AFFILIATES, THEIR CUSTOMERS, OR ANY OTHER PARTY, FROM OR AGAINST ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION, INCLUDING ANY DAMAGES, COSTS, OR EXPENSES INCURRED BY SUCH PARTIES, ARISING FROM OR RELATING TO ACTUAL OR ALLEGED GOODS LIABILITY, BREACH OF SECURITY, LOSS OF DATA, PRIVACY VIOLATION, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATED (DIRECTLY OR INDIRECTLY) TO THE MANUFACTURE, SALE, OR USE OF THE GOODS. CUSTOMER WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS ELLECT MOBILITY, ITS AFFILIATES, AND ITS VENDORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY LIABILITIES, LOSSES, DAMAGES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) ARISING FROM OR RESULTING FROM ANY CLAIMS, DEMANDS, ACTIONS, OR PROCEEDINGS ARISING FROM OR RELATING TO: (i) CUSTOMER’S USE, MARKETING, DISTRIBUTION, OR SALE OF GOODS IN A MANNER OTHER THAN AS SPECIFIED IN ANY PROVIDED PRODUCT/SERVICE DESCRIPTIONS OR SPECIFICATIONS (IF ANY); (ii) ELLECT MOBILITY’S OR ITS VENDOR’S COMPLIANCE WITH DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS PROVIDED BY CUSTOMER; (iii) CUSTOMER’S BREACH OF THESE CONDITIONS OR ANY ACTS OR OMISSIONS OF CUSTOMER, ITS AFFILIATES, ITS AGENTS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, OR DIRECTORS; OR (iv) VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS BY CUSTOMER OR ITS AFFILIATES.

9. Limitation of Liability: Ellect Mobility bears no liability for: (i) failure to allocate or reserve any goods for Customer; (ii) failure to deliver goods within a specified time period; (iii) availability and/or delays in delivery of goods; (iv) discontinuation of goods, product lines, or any part thereof; or (v) cancellation of any orders. ELLECT MOBILITY’S SOLE LIABILITY FOR ANY DAMAGED, DEFECTIVE, AND/OR ERRONEOUSLY SHIPPED GOODS WILL BE THE RETURN RIGHTS DESCRIBED HEREIN. CUSTOMER EXPRESSLY AGREES THAT ELLECT MOBILITY’S TOTAL AND AGGREGATE LIABILITY FOR ANY DAMAGES AND ALL CLAIMS ARISING UNDER THESE CONDITIONS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO ACTUAL, PROVEN, DIRECT DAMAGES AND WILL NOT EXCEED THE NET AMOUNT PAID TO ELLECT MOBILITY BY CUSTOMER FOR THAT GOOD OR SERVICE WHICH IS THE SUBJECT OF THE CLAIM. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER WAIVES ANY CLAIMS, DEMANDS, CAUSES OF ACTION, OR RECOVERIES FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SALE OF THE GOODS OR SERVICES, FAILURE TO PERFORM IN ACCORDANCE WITH THESE CONDITIONS, OR ANY GOODS OR INFORMATION, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INJURY TO PERSONS OR PROPERTY, BUSINESS INTERRUPTION, OR DAMAGE TO BUSINESS REPUTATION OR LOSS OF GOODWILL, LOSS OF DATA, OR SECURITY BREACH, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, AND EVEN IF ELLECT MOBILITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY TORT OR STATUTORY CAUSES OF ACTION. CUSTOMER EXPRESSLY WAIVES ALL CLAIMS FOR THOSE DAMAGES. THIS PROVISION SHALL SURVIVE ANY TERMINATION OF THESE CONDITIONS. THE OBLIGATIONS OF ELLECT MOBILITY AND ANY AFFILIATE THEREOF, IF ANY, HEREUNDER ARE THE SEVERAL OBLIGATIONS OF EACH SUCH ENTITY, AND NOTHING HEREIN SHALL BE DEEMED TO CREATE ANY JOINT AND SEVERAL LIABILITY BETWEEN OR AMONG ELLECT MOBILITY AND/OR ANY OF ITS AFFILIATES. Customer expressly understands and agrees that if it were not for the foregoing PROVISIONS in Sections 7-9 THAT CUSTOMER IS EXPRESSLY AGREEING TO, the goods would be made available to Customer at a substantially higher cost.

10.Force Majeure: Ellect Mobility shall not be liable for any delays in deliveries or failure to perform due to force majeure events or any other event beyond Ellect Mobility’s control, including, but not limited to, fire, flood, tornado, earthquake, war, riot, insurrection, strike, lockout, slowdown, epidemic, quarantine restriction, stay-at-home orders, pandemics, delay in transportation, labor shortage or strikes, materials or manufacturing facility shortage, accidents, boycott, embargo, or any act or regulation of government or governmental authority, and other contingencies beyond Ellect Mobility’s control resulting in impossibility or delay of Ellect Mobility’s performance.

11. Compliance and Anti-Corruption: Customer agrees to comply with all applicable laws, ordinances, and regulations related to its obligations under these Conditions and the use of the Goods. Neither party has made, and will not make, any direct or indirect payment, offer to pay, or authorization to pay, any money, gift, promise to give, or authorization of the giving, of anything of value to any government official, or the immediate family of any such official, to influence an act or decision of the government or such individual to assist, directly or indirectly, Customer or Ellect Mobility in obtaining or retaining business, or securing an improper advantage. If Customer delivers the Goods to its customers who may use the Goods outside the United States, Customer will inform its customers that the Goods are subject to export control by the U.S. Department of Commerce and may require authorization prior to export from the United States or re-export.

12. Restrictions: Customer agrees to always adhere to Ellect Mobility’s and any applicable Vendor’s current guidelines regarding the Goods. Customer may not alter or modify the Goods in any way or combine them with any other product or material not authorized by Ellect Mobility and the applicable Vendor. Goods may have additional restrictions on their distribution or use. Customer is solely responsible for ensuring compliance with any and all such restrictions.

13. Relationship: Customer and Ellect Mobility are independent contractors. Nothing in these Conditions will be construed as creating an employer/employee, franchisor/franchisee, partnership, or principal/agent relationship between the parties. Neither party will make any warranty, guarantee, or representation, whether written or oral, on behalf of the other party.

14. Governing Law: The parties agree that these Conditions and any orders between them have been executed in the State of Tennessee and will be governed by its laws, without regard to principles of conflicts of laws. The parties consent to the exclusive jurisdiction of the Federal or state courts sitting in Nashville, TN in any action or claim arising under or in connection with this Agreement. The prevailing party shall be entitled to all attorneys’ fees and costs incurred in enforcing this Agreement.

15. Waiver of Jury: Each party knowingly and voluntarily waives any right to a trial by jury in any action or proceeding arising under or in connection with these Conditions or the relationship between the parties.

16. ARBITRATION: Any dispute or claim arising from or relating to these Conditions or an applicable invoice, including any claim that these Conditions or an applicable invoice, or any part thereof, is invalid, illegal, or otherwise voidable or void, shall be exclusively resolved through final and binding arbitration under the Commercial Rules of the American Arbitration Association. The arbitrator shall have the authority to determine the arbitrability of any dispute. This arbitration provision is self-executing, and if either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against that party. The arbitration shall be conducted by the American Arbitration Association, either in person in Nashville, TN or via teleconference, in accordance with its rules.

17. Notices: All notices, requests, demands, and other communications must be in writing and may be delivered by: (i) personal delivery; (ii) registered or certified mail, return receipt requested; or (iii) nationally recognized courier services to the party at its official corporate address. Notices to Ellect Mobility must be sent to: Aden Group LLC dba Ellect Mobility, Attn: CEO, 3732 OAKTON ST, UNIT 201, SKOKIE, Illinois 60076, with a copy by email to: info@ellectmobility.com (Attention: Chief Legal Officer). Notices to Customer shall be sent to the address listed in the applicable invoice.

18. Assignment: Customer may not assign or delegate its rights or duties under these Conditions, in whole or in part, without the prior written consent of Ellect Mobility. Any direct or indirect change of control of Customer will be considered an assignment. Any attempted assignment by Customer without such consent will be null and void. Ellect Mobility’s affiliates may perform its obligations under these Conditions. These Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

19. Severability: If any provision of these Conditions is held invalid, such invalidity will not affect the validity of any other provision, and each provision will continue in full force and effect to the fullest extent permitted by applicable law. If any provision is held invalid in part, the remainder of the provision shall remain in effect, and all other provisions of these Conditions will continue in full force and effect to the fullest extent permitted by applicable law.

20. Waiver of Contractual Right and Waiver: The failure of either party to enforce any provision of these Conditions shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of these Conditions. No term or condition of these Conditions will be deemed waived except by written instrument of the party charged with such waiver. A written waiver shall not be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

21. Survival: Termination of these Conditions shall not affect any rights or obligations vested pursuant to these Conditions as of the effective date of termination or those intended to survive completion of performance or termination, including, without limitation, Confidentiality, Warranties, Indemnification, and Limitation of Liability, all of which shall survive.

22. Entire Understanding: These Conditions, including any applicable invoice referencing them, constitute the entire agreement between Ellect Mobility and Customer regarding the subject matter hereof, superseding all prior agreements, negotiations, and proposals between them.

23.Amendment: Ellect Mobility reserves the right to modify these Conditions from time to time at its sole discretion. No modification of these Conditions in effect at the time Customer places its order shall be binding unless made in writing and signed by an authorized representative of Ellect Mobility.

24. Confidentiality: In support of the business relationship between Ellect Mobility and Customer, it may be necessary or desirable for either party to disclose certain non-public business and/or technical information, marked as “Confidential” or reasonably considered confidential (the “Confidential Information”). Each party agrees to protect Confidential Information from unauthorized disclosure or access using the same degree of care it uses to protect its own confidential information, which shall not be less than reasonable care. Confidential Information may be disclosed to employees, affiliates, or agents who have a need to know and an obligation to comply with confidentiality terms herein. These confidentiality obligations do not apply to publicly available information, information already possessed by the receiving party, independently developed by a party, obtained from third parties, or as required by law or in dispute resolution. Notwithstanding the foregoing, Ellect Mobility may, at its sole discretion, disclose credit information about Customer to third parties for informational purposes only.

25. Representations, Covenants, and Warranties of Customer: Customer represents and warrants to Ellect Mobility that it has the right to enter into these Conditions, is duly organized and validly exists under the laws of its origin, and has the capacity to perform its obligations in accordance with these Conditions. Customer further represents, warrants, and covenants to comply with all applicable laws, rules, regulations, and ordinances, and not to cause Ellect Mobility to violate any applicable laws.

26. No Third-Party Beneficiaries: Except for the signatories below, these Conditions do not provide any third party with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege.

27. No Construction Against Drafting Party: The headings used herein are for reference only and do not limit or affect the interpretation of any term or provision. No legal presumptions against the party drafting these Conditions regarding construction or interpretation accrue to any party, and each party expressly waives such presumption in any proceedings or disputes related to these Conditions.