Policies

1.Scope and Acceptance

These Terms apply to all quotations, orders, sales, and deliveries of products by Root Access unless otherwise expressly agreed in a written agreement signed by an authorized representative of Root Access.

Any additional or conflicting terms contained in a Customer purchase order, procurement portal, acknowledgment, or other document are rejected and will not modify these Terms unless expressly accepted in writing by Root Access.

In the event of a conflict between these Terms and a separately executed written agreement between Root Access and Customer, the executed agreement will control.

2.Orders

All orders are subject to acceptance by Root Access.

Root Access may accept, reject, limit, or cancel an order before shipment or commencement of custom manufacturing.

Orders for custom, configured, prototype, special-order, or manufactured-to-specification products may become non-cancellable once engineering, procurement, or production has begun.

Root Access may establish minimum order quantities, order values, production quantities, or other purchasing requirements for certain products.

3.Pricing

Prices are those stated on the applicable quotation, order confirmation, or Root Access website at the time an order is accepted.

Unless expressly stated otherwise, prices exclude shipping, freight, insurance, customs duties, tariffs, sales, use, value-added, excise, and other applicable taxes or governmental charges.

Customer is responsible for such charges except for taxes imposed on Root Access' net income.

Quotations are valid for the period stated in the quotation and may be modified or withdrawn before acceptance.

4.Payment

Payment terms are as stated on the applicable quotation, invoice, or order confirmation.

For website transactions, payment may be required at the time the order is placed.

For approved commercial accounts, Root Access may extend payment terms at its discretion.

Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, together with reasonable costs of collection.

Root Access may suspend production, withhold shipment, cancel outstanding orders, or modify credit terms if Customer fails to make payments when due or if Root Access reasonably determines that Customer's creditworthiness has materially deteriorated.

5.Taxes

Customer is responsible for all applicable sales, use, excise, value-added, customs, and similar taxes or governmental charges arising from a transaction, except taxes imposed directly on Root Access' income.

Customers claiming an exemption must provide valid exemption documentation before the applicable transaction.

6.Shipping and Delivery

Delivery dates and lead times provided by Root Access are estimates unless expressly guaranteed in writing.

Root Access will use commercially reasonable efforts to meet estimated delivery schedules but will not be liable for delays outside its reasonable control.

Unless otherwise agreed in writing, Customer is responsible for applicable shipping, freight, insurance, customs, duties, and similar transportation expenses.

Risk of loss and title to products will transfer as specified in the applicable quotation or order confirmation. If no shipping term is specified, risk of loss transfers to Customer when the products are delivered to the carrier for shipment, subject to applicable law.

Partial shipments may be made and invoiced separately.

7.Inspection and Acceptance

Customer must inspect products promptly after delivery.

Claims relating to incorrect quantities, incorrect products, or visible shipping damage must be submitted to Root Access within 7 days of delivery.

Products will otherwise be deemed accepted, except for latent defects covered by an applicable written warranty.

Acceptance does not waive any rights Customer may have under Root Access' Limited Warranty.

8.Returns

Returns are governed by the then-current Root Access Return & Refund Policy.

Unless otherwise stated, unused and unopened standard products may be eligible for return within 30 days of delivery, subject to authorization and inspection by Root Access.

Products that have been installed, soldered, modified, electrically connected, damaged, or otherwise used are generally not returnable.

Custom, special-order, prototype, and customer-specific products are non-returnable unless otherwise agreed in writing.

All returns require prior authorization from Root Access.

9.Limited Warranty

Unless otherwise specified in writing, Root Access warrants for 90 days from delivery that its products will be free from material defects in materials and workmanship and will materially conform to applicable published Root Access specifications.

For a valid warranty claim, Root Access' obligation and Customer's exclusive remedy will be, at Root Access' option:

• Repair of the affected product;
• Replacement of the affected product;
• Refund of the purchase price; or
• Account credit.

Warranty coverage does not apply to failures resulting from improper installation, misuse, modification, operation outside published specifications, incorrect voltage or polarity, ESD, electrical overstress, environmental exposure, accident, negligence, unauthorized repair, or integration with incompatible systems.

10.Customer Integration Responsibilities

Root Access products are electronic components, modules, assemblies, and subsystems that may be incorporated into larger systems.

Customer is responsible for determining whether each product is suitable for its intended application and for conducting appropriate engineering analysis, integration, testing, validation, qualification, certification, and safety assessment.

Customer is responsible for the design, operation, safety, regulatory compliance, and performance of the final system into which a Root Access product is incorporated.

Technical assistance, application guidance, reference designs, specifications, examples, or recommendations provided by Root Access do not relieve Customer of these responsibilities.

11.Safety-Critical Applications

Unless expressly authorized by Root Access in a signed written agreement, Root Access products are not designed, certified, or warranted to function as the sole safety-critical component in applications where product failure could reasonably result in death, serious bodily injury, catastrophic property damage, or significant environmental harm.

Customers using Root Access products in aerospace, defense, autonomous systems, robotics, automotive, medical, energy, industrial control, or other high-reliability applications are responsible for implementing appropriate redundancy, fault tolerance, safeguards, qualification, testing, and compliance measures.

12.Engineering Services

Root Access may provide Engineering Services which will be governed by an additional quotation, statement of work ("SOW"), purchase order ("PO"), development agreement, or other written agreement. For avoidance of doubt, Engineering Services will only occur when such services are outlined in writing. All products sold by Root Access are owned by Root Access, unless Engineering Services are outlined in the SOW or PO.

For any services offered, Customer is responsible for reviewing and approving specifications, drawings, designs, bills of materials, manufacturing files, and acceptance criteria where Customer approval is requested. Once approved, changes requested by Customer may result in additional charges and schedule adjustments.

Unless otherwise agreed in writing, products manufactured from Engineering Services in accordance with approved specifications are not returnable because of subsequent changes in Customer requirements.

13.Product Changes

Root Access may modify product designs, manufacturing processes, materials, components, suppliers, firmware, or specifications from time to time, provided such changes do not materially impair the product's stated functionality.

For products subject to specific configuration-control or change-notification requirements, those requirements must be separately agreed in writing.

14.Intellectual Property

Root Access retains all right, title, and interest in and to its pre-existing and independently developed technology, designs, schematics, layouts, firmware, software, documentation, manufacturing processes, know-how, tools, models, inventions, and other materials ("Intellectual Property"). The purchase of a Root Access product does not transfer ownership of Root Access Intellectual Property to the Customer. Root Access also owns all the Intellectual Property in any and all parts made for a Customer, including custom designed parts, unless outlined explicitly as an Engineering Services in the designated SOW or PO for which the Customer pays for.

However for instances where Root Access is providing Engineering Services, ownership of project-specific intellectual property will be determined by the applicable SOW or other written agreement. When ownership of the intellectual property is transferred to the Customer upon final payment of Engineering Services, the Customer provides Root Access a worldwide, non-exclusive license to the data generated from the Engineering Services. Customer retains ownership of Customer materials and pre-existing intellectual property supplied to Root Access.

15.Confidential Information

Each party may receive non-public technical, commercial, or business information from the other.

Where a separate nondisclosure agreement exists, that agreement will govern confidential information.

Absent a separate agreement, neither party will knowingly disclose information clearly identified as confidential to third parties except as reasonably necessary to perform the applicable transaction or as required by law.

16.Export Controls and Regulatory Compliance

Customer is responsible for complying with applicable export control, sanctions, import, and trade laws relating to its purchase, transfer, export, re-export, or use of Root Access products.

Customer will not export, re-export, transfer, or use products in violation of applicable United States laws or regulations.

Customer is responsible for determining regulatory, certification, and compliance requirements applicable to Customer's final product or application unless Root Access expressly assumes a specific compliance obligation in writing.

17.Disclaimer of Warranties

EXCEPT FOR WARRANTIES EXPRESSLY PROVIDED BY ROOT ACCESS IN WRITING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRODUCTS ARE PROVIDED "AS IS."

ROOT ACCESS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

18.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROOT ACCESS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO PRODUCTS, SERVICES, ORDERS, OR THESE TERMS.

THIS INCLUDES LOSS OF PROFITS, REVENUE, DATA, PRODUCTION, BUSINESS OPPORTUNITY, USE, OR GOODWILL; BUSINESS INTERRUPTION; RECALL COSTS; COSTS OF SUBSTITUTE PRODUCTS OR EQUIPMENT; OR DAMAGE TO OTHER EQUIPMENT OR SYSTEMS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROOT ACCESS' TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO A PRODUCT, ORDER, OR TRANSACTION WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO ROOT ACCESS FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

These limitations apply regardless of whether a claim arises in contract, warranty, negligence, strict liability, tort, or any other legal theory, to the extent permitted by applicable law.

19.Indemnification

To the extent permitted by applicable law, Customer agrees to defend, indemnify, and hold harmless Root Access and its officers, directors, employees, and agents from third-party claims, damages, liabilities, and reasonable costs arising from:

• Customer's misuse or unauthorized modification of a product;
• Customer's violation of applicable law;
• Customer's integration or use of a product contrary to Root Access' published specifications or instructions; or
• Claims arising from Customer's final product or system, except to the extent directly caused by a defect for which Root Access is responsible under these Terms.

20.Force Majeure

Root Access will not be responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, epidemics, governmental actions, transportation disruptions, utility failures, cyber incidents, or shortages or disruptions involving semiconductors, electronic components, materials, manufacturing capacity, or logistics.

Affected delivery schedules may be extended for a reasonable period.

21.Cancellation

Standard product orders may be cancelled before shipment only with Root Access' approval.

Custom, special-order, or manufactured products may not be cancelled after Root Access has committed engineering resources, purchased materials, or commenced production unless Root Access agrees otherwise in writing.

Customer may be responsible for completed work, committed materials, non-cancellable supplier obligations, and reasonable cancellation costs.

22.Governing Law

These Terms and any dispute arising out of or relating to them will be governed by the laws of the State of Delaware, without regard to its conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods will not apply.

The parties agree that any legal proceeding arising from these Terms will be brought in a court of competent jurisdiction as specified in any applicable written agreement or, absent such agreement, as permitted under applicable law.

23.Severability

If any provision of these Terms is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.

24.No Waiver

Failure by Root Access to enforce any provision of these Terms will not constitute a waiver of that provision or any other right.

25.Entire Agreement and Order of Precedence

These Terms, together with the applicable quotation, order confirmation, SOW, and any separately executed agreement, constitute the agreement governing the applicable transaction.

In the event of a conflict, the following order of precedence will apply unless otherwise expressly agreed:

1. A separately executed agreement signed by both parties;
2. An applicable SOW or Root Access quotation containing specifically negotiated terms;
3. These Terms & Conditions of Sale;
4. Root Access' Return & Refund Policy and Limited Warranty & Limitation of Liability Policy;
5. Customer's purchase order solely with respect to product, quantity, delivery location, and other non-conflicting administrative information.

Any other Customer terms are expressly rejected.

26.Updates to These Terms

Root Access may update these Terms periodically.

The version in effect when an order is accepted will govern that order unless the parties agree otherwise in writing.

27.Contact

1.Limited Product Warranty

Root Access warrants that, at the time of delivery, its products will be free from material defects in materials and workmanship and will materially conform to Root Access' published specifications for the applicable product.

Unless otherwise stated in writing, this limited warranty applies for 90 days from the date of delivery.

The customer's exclusive remedy for a valid warranty claim will be, at Root Access' option, repair, replacement, refund, or account credit for the affected product.

2.Warranty Exclusions

This warranty does not cover defects, failures, or damage resulting from:

• Improper installation, integration, storage, handling, or operation.
• Operation outside published electrical, thermal, mechanical, or environmental specifications.
• Incorrect voltage, polarity, wiring, grounding, or power supply conditions.
• Electrostatic discharge (ESD), electrical overstress, short circuits, or power surges.
• Modification, rework, soldering, repair, or alteration not authorized by Root Access.
• Accident, misuse, abuse, negligence, contamination, corrosion, or environmental exposure.
• Integration with incompatible hardware, software, firmware, or third-party systems.
• Normal wear and tear.
• Use of a product for an application for which it was not designed or specified.

3.Customer Responsibility for Integration

Root Access products are components and subsystems intended to be integrated into larger systems.

The customer is solely responsible for determining whether a product is appropriate for the customer's intended application and for performing all necessary system-level engineering, integration, testing, validation, qualification, certification, and safety analysis.

Specifications, reference designs, application information, technical recommendations, and other materials provided by Root Access do not replace the customer's responsibility to independently evaluate the suitability and safety of a product within the customer's system.

4.Safety-Critical Applications

Unless Root Access expressly agrees otherwise in a signed written agreement, Root Access products are not designed, certified, or warranted for use as the sole safety-critical component in applications where failure could reasonably be expected to cause death, personal injury, catastrophic property damage, or significant environmental damage.

Customers incorporating Root Access products into safety-critical, aerospace, defense, automotive, medical, energy, autonomous, or other high-reliability applications are responsible for implementing appropriate redundancy, fault tolerance, safeguards, validation, and compliance procedures appropriate to the application.

5.Disclaimer of Other Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE, ROOT ACCESS PROVIDES ITS PRODUCTS "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

No oral or written information, engineering assistance, recommendation, or advice provided by Root Access creates a warranty unless expressly incorporated into a written agreement signed by Root Access.

6.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROOT ACCESS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE PURCHASE, USE, INTEGRATION, FAILURE, OR PERFORMANCE OF ANY ROOT ACCESS PRODUCT.

THIS EXCLUSION INCLUDES, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF PRODUCTION, LOSS OF USE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE EQUIPMENT, RECALL COSTS, OR DAMAGE TO OTHER EQUIPMENT OR SYSTEMS, WHETHER OR NOT ROOT ACCESS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROOT ACCESS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY PRODUCT, ORDER, OR TRANSACTION WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO ROOT ACCESS FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

This limitation applies regardless of the legal theory upon which a claim is based, including contract, warranty, negligence, strict liability, tort, or otherwise, to the extent permitted by applicable law.

8.Third-Party Components

Root Access products may incorporate components, software, firmware, intellectual property, or other materials supplied by third parties.

To the extent permitted by law, Root Access is not responsible for defects or vulnerabilities attributable solely to third-party products or materials beyond any warranty or remedy expressly provided by Root Access.

Any third-party manufacturer warranties that are transferable to the customer may be passed through where applicable.

9.Prototype, Development, and Evaluation Products

Products identified as prototypes, engineering samples, development units, pre-production units, beta products, or evaluation hardware may not have completed Root Access' standard production qualification process.

Such products are provided for development and evaluation purposes and, unless otherwise agreed in writing, should not be relied upon for production deployment or safety-critical applications.

10.Custom Products

Custom-designed or customer-specific products may be subject to additional specifications, acceptance criteria, warranties, and limitations established in the applicable quotation, statement of work, purchase order, or other written agreement.

Where such an agreement conflicts with this policy, the applicable written agreement will control.

11.Force Majeure

Root Access will not be liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, fire, war, terrorism, labor disputes, transportation disruptions, governmental actions, utility failures, cyber incidents, or shortages or interruptions affecting semiconductor, electronic component, or material supply chains.

12.Applicable Law

This policy and any dispute arising from it will be governed by the laws specified in Root Access' applicable Terms of Sale or other governing agreement.

If no separate governing agreement applies, the governing law and dispute-resolution provisions contained in Root Access' then-current Terms of Sale will apply.

13.Relationship to Other Terms

This policy should be read together with Root Access' Return & Refund Policy, Terms of Sale, product specifications, and any applicable quotation, purchase order, statement of work, or other written agreement.

If a separately executed written agreement expressly conflicts with this policy, the executed written agreement will control.

1.Standard Returns

Unused and unopened products may be returned within 30 days of delivery for a refund.

To qualify for a return, products must:

• Be unused and in their original condition.
• Be returned in the original packaging, including any protective or ESD-safe packaging.
• Include all accessories, cables, documentation, and other materials originally supplied.
• Have no evidence of installation, soldering, modification, electrical connection, physical damage, or misuse.

Shipping charges are non-refundable unless the return is the result of an error by Root Electronics.

2.Opened or Used Electronics

Products that have been installed, soldered, programmed, modified, electrically connected, or otherwise used are generally not eligible for return.

Root Electronics may, at its sole discretion, accept certain opened products for return subject to inspection and a restocking fee.

3.Defective Products

If you believe a product was defective when delivered, contact Root Electronics within 30 days of delivery.

We may request photographs, test results, system information, or other reasonable troubleshooting information before authorizing a return.

If Root Electronics determines that the product was defective when supplied, we will, at our option:

• Repair the product;
• Replace the product; or
• Issue a refund or account credit.

Root Electronics is not responsible for failures caused by improper installation, operation outside published specifications, incorrect voltage or polarity, ESD damage, modification, environmental exposure, improper handling, or integration with incompatible systems.

4.Non-Returnable Products

Unless otherwise agreed in writing, the following are final sale and non-returnable:

• Custom or customer-specific products.
• Products manufactured or modified to customer specifications.
• Prototype or engineering samples.
• Special-order components.
• Products marked "Final Sale" or "Non-Returnable."
• Products damaged through installation, soldering, modification, misuse, or improper handling.
• Products purchased more than 30 days before the return request.

5.Return Authorization

All returns require prior authorization from Root Electronics.

Customers must contact Root Electronics before shipping a product back. If approved, Root Electronics will provide return instructions and, where applicable, a Return Merchandise Authorization ("RMA") number.

Unauthorized returns may be refused or returned to the customer.

Customers are responsible for securely packaging returned products, including appropriate ESD protection. Root Electronics is not responsible for damage occurring during return shipment.

6.Refunds

Approved refunds will generally be issued to the original payment method after the returned product has been received and inspected.

Original shipping charges, expedited shipping charges, customs duties, taxes, and other logistics costs are non-refundable except where required by law or where the return resulted from an error by Root Electronics.

Any approved restocking fee or other applicable charge may be deducted from the refund.

7.Shipping Damage or Incorrect Orders

Customers should inspect shipments promptly upon delivery.

If a shipment arrives damaged, contains an incorrect product, or is missing products, contact Root Electronics within 7 days of delivery and provide photographs or other documentation reasonably requested to investigate the issue.

If Root Electronics shipped an incorrect product, we will arrange an appropriate replacement or refund and cover reasonable return shipping costs.

8.Custom and Production Orders

Custom engineering, manufacturing, PCB/PCBA, and production orders are governed by the applicable quotation, purchase order, statement of work, manufacturing agreement, or other written agreement between Root Electronics and the customer.

Unless otherwise agreed in writing, custom products manufactured to an approved specification are not returnable solely because the customer no longer requires the products or changes its requirements.

9.Limitation

This Return & Refund Policy does not expand or modify any warranty, limitation of liability, or other contractual terms applicable to a purchase from Root Electronics.

Where a separate written agreement between Root Electronics and a customer conflicts with this policy, the terms of that agreement will control.

10.Contact

To request a return, report a defective product, or obtain an RMA, contact Root Electronics and include your order number, product name, quantity, and reason for the request.