Terms of Sale

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

BY PLACING AN ORDER (INCLUDING SUBMITTING A BID OR OFFER) FOR PRODUCTS OR SERVICES FROM THIS WEBSITE OR VIA A PURCHASE ORDER OR INVOICE REFERENCING THESE TERMS, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH MOBIUS MATERIALS, INC. (“MOBIUS”), OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these "Terms") apply to the purchase and sale of products and services through the Mobius Market (the “Products”), available at https://market.mobiusmaterials.com, app.mobiusmaterials.com, and other subdomains of mobiusmaterials.com (collectively, the "Site"). For the avoidance of doubt, products listed on the Site may be sold either by Mobius or by third-party sellers. In these Terms, the “Seller-of-Record” means the party responsible for selling a product. For sales where Mobius is indicated as the seller (such as certain fixed-price listings), Mobius is the Seller-of-Record. For sales where a third-party lists the product (for example, in auction or best-offer listings), that third party is the Seller-of-Record, and Mobius acts only as an intermediary platform. These Terms are subject to change by Mobius (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the User Agreement, found at https://www.mobiusmaterials.com/user-agreement, that apply generally to the use of our Site. You should also carefully review our Privacy Policy, found at https://www.mobiusmaterials.com/privacy-policy, before placing an order for products or services through this Site (see 9).

1. 1) Order Acceptance and Cancellation.
   
   a) You agree that each order you place (including any bid or purchase offer submitted through the Site) – whether placed through our online portal or via a purchase order email – is an offer to buy, under these Terms, all products or services listed in that order or offer. All orders, offers, and bids must be accepted by the applicable Seller-of-Record (Mobius or the third-party seller, as defined above) to create a binding contract. If Mobius is the Seller-of-Record for a listing, we have no obligation to sell the Products unless and until we accept your order. If a third-party seller is the Seller-of-Record (for example, in an auction listing), that seller has no obligation to sell unless and until they accept your offer (including by confirming the highest bid when an auction ends). The Seller-of-Record may choose not to accept any order or offer in its sole discretion, even after a confirmation email or order acknowledgment is sent.
   
   b) If the Seller‑of‑Record (whether Mobius or a third‑party seller) accepts your order but fails to ship the Product within five (5) business days of that acceptance, we may cancel the order and issue you a full refund. Such a cancellation will be without penalty to Mobius.
2. 2) Prices and Payment Terms. 
3. a) All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for the Products will be the price advertised on this Site at the time the order is placed or an agreed-upon price in the purchase order, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Shipping responsibility, risk, and cost shall be allocated by FCA: Free Carrier (Named Place of Delivery) under Incoterms® 2020 Rules unless stated otherwise in an order confirmation or invoice. We strive to display accurate price information; we may, however, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability on occasion. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
4. b) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing (e.g. offering to pay by invoice on credit), payment must be received by us before our acceptance of an order. We accept payment two ways:
5. i) We accept the forms of payment displayed on the Site, including credit cards, payment providers, and, in some instances, by escrow. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card or payment provider for the purchase, (iii) charges incurred by you will be honored by your credit card company or payment provider, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
6. ii) Unless otherwise agreed in writing on your order confirmation, payment is due in advance of order acceptance and shipment. We may accept payment on credit using invoices in which case the payment terms will be stated on the invoice. Terms of payment are within our sole discretion. Invoices are due and payable upon receipt unless stated otherwise. We may charge a late payment penalty of 2% per month on undisputed amounts, or the maximum rate permitted by law, whichever is less. Without waiving any of our other rights or remedies, we may refuse additional orders and suspend any services and deliveries until all overdue amounts are paid in full.
   
   If you pay by credit using an invoice, you also agree to a Purchase-Money Security Interest that functions as follows: As collateral security for the payment of the purchase price of the products and performance in full of all your obligations as buyer under this Agreement, you hereby pledge and grant to Mobius a lien on and security interest in and to all your right, title, and interest in, to, and under the products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Delaware Uniform Commercial Code.
7. iii) With written agreement by Mobius, you may also pay the invoiced amount to a third party escrow service (the "Escrow Service") mutually agreed upon in writing by both parties. The full amount shall be payable to the Escrow Service before shipment. After you accept the Products by written notice or by deemed acceptance following the Inspection Period (described below), the payment will be released to Mobius through the escrow account. In the event the Products are not accepted, the payment money will remain under the control of the Escrow Service until the point at which the Products are returned and accepted by Mobius. Use of an Escrow Service is subject to additional terms and conditions in an applicable escrow agreement among Mobius, you, and the Escrow Service.
8. c) Taxes. Except as otherwise provided on the Site, prices shown do not include any federal, state or local taxes, or any other taxes or charges imposed by any government authority, including, without limitation, sales, use, excise, value-added or similar taxes. Where applicable, such taxes and charges may be billed as a separate item and shall be paid by you. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. Mobius charges sales tax unless you have a valid sales tax exemption certificate on file with us. Mobius will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you provide a certificate that is not accepted for any reason by any governmental or regulatory authority, and Mobius is required to pay tax on your purchase, you will reimburse and indemnify Mobius for the amount of such tax and any related penalties or other charges, and Mobius’s reasonable expenses incurred in connection with the payment and collection of such tax.
   
   d) Date Code Price Adjustments. Where the listing or order confirmation specifies a range or threshold for acceptable Date Codes, if the Product is shipped with an older Date Code outside that specification, Buyer may elect either (i) to accept the Product at a reduced price mutually agreed by the parties to reflect market value for the older Date Code (and Mobius will refund the difference), or (ii) to treat the Product as Nonconforming Goods.
9. 3) Shipments; Delivery; Title and Risk of Loss.
10. a) Products will be shipped under FCA: Free Carrier (Named Place of Delivery) under Incoterms® 2020 Rules unless stated otherwise on your order confirmation. Please check the individual product page for specific delivery options.
11. i) Named place is either named by you (for example, delivery of the goods into the custody of the carrier or freight forwarder) or, if you fail to name a place for delivery, the place selected by Mobius (for example, its premises).
12. ii) Responsibility for arranging carriage: Mobius may assist, but you shall be responsible for the contract of carriage to transport the goods from the named place (for example, on delivery to the first carrier) to the final destination.
13. iii) Allocation of costs of carriage. You bear the cost of transporting the goods from the named place (after delivery to the first carrier) to the final destination.
14. iv) Transfer of risk. Mobius bears risk of loss of or damage to the goods until it delivers the goods to the named place (for example, until it delivers the goods to the first carrier when the goods are loaded onto the carrier's truck). After delivery to the first carrier, you assume the risk and bear the risk to the final destination.
15. v) You are responsible for terminal handling charges at the port of shipment, unloading, and import clearance.
16. b) Mobius may, in its sole discretion, without liability or penalty, make partial shipments of the Products to you. Each shipment will constitute a separate sale, and you shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the quantity purchased under this Agreement.
17. c) If for any reason you fail to accept delivery of any of the Products on the date fixed pursuant to Mobius’s notice that the Products have been delivered at the Named Place of Delivery, or if Mobius is unable to deliver the Products at the Named Place of Delivery on such date because you have not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to you; (ii) the Products shall be deemed to have been delivered; and (iii) Mobius, at its option, may store the Products until you pick them up, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
    
    d) Each shipment must include a packing slip stating the Manufacturer, make/model (Mpn), Date Code, Country of Origin, Mobius order number, and piece count for each line item.
18. 4) Inspection, Returns, and Refunds.
19. a) The quantity of any installment of Products as recorded by Mobius on dispatch from Mobius’s place of business is conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary. Claims for quantity shortages discovered upon delivery must be reported within seven (7) Business Days after receipt and will be handled as Nonconforming Goods. Mobius shall not be liable for any non-delivery of the Products (even if caused by Mobius’s negligence) unless you give written notice to Mobius of the non-delivery within seven (7) days of the date when the Products would in the ordinary course of events have been received. Any liability of Mobius for non-delivery of the Products shall be limited to delivering the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.
20. b) Subject to subsection (h) below, you may inspect Products received under this Agreement within fourteen (14) days of receipt (the "Inspection Period") and either accept or, if you allege that any Products are Nonconforming Goods, reject those Products. “Nonconforming Goods” means any Product received by you that (i) does not conform to the make/model number/UPC/SKU listed in the applicable order confirmation email, (ii) is delivered in a quantity less than that stated on the order confirmation, (iii) fails to conform to the condition and quality represented in the listing or order confirmation (including, where represented, that the Product is in Original Packaging and has not been Programmed/Flashed), or (iv) fails to meet any date code requirement stated in the listing or order confirmation. You are responsible for inspecting for moisture and baking any Product that you suspect may contain moisture. Moisture exposure does not constitute nonconformance. You will be deemed to have accepted the Products unless you notify Mobius by email at support@mobiusmaterials.com of any Nonconforming Goods during the Inspection Period and furnish written evidence or other documentation as reasonably required by Mobius. If you timely notify Mobius of any Nonconforming Goods, Mobius shall determine, in its sole discretion, whether the Products are Nonconforming Goods, in which case, it shall either:
21. i) replace the Nonconforming Goods with conforming Products, or
22. ii) refund the price for the Nonconforming Goods, together with all shipping and handling expenses you incurred in connection with the transaction.
    
    Note that if you waive your inspection right by electing pursuant to subsection (h) below that Mobius forego testing the Products or some subset of them, you agree that you shall automatically upon receipt be deemed to have accepted those Products and those Products will be deemed conforming; you shall have waived your Inspection Period; and you shall not be entitled to return those Products under any circumstances, the sale of such Products being final.
23. c) You shall ship all Nonconforming Goods to a facility Mobius will designate. If Mobius exercises its option to replace Nonconforming Goods, Mobius shall, after receiving your shipment of Nonconforming Goods, ship to you, at Mobius’s expense and risk of loss, the replaced Products to a location designated by you.
24. d) By returning any Product to Mobius, you represent and warrant that the returned Product was purchased through a Mobius site and is not counterfeit. You acknowledge that counterfeit Products are not eligible for return, refund, or exchange, and that Mobius does not accept any counterfeit Products. You also agree that Mobius may test any returned Product to determine whether such Product is counterfeit or otherwise violates these Terms. In the event Mobius suspects or determines, in its sole discretion, that any returned Product, including, without limitation, any electronic components, assemblies, supplies, and equipment contained therein, is counterfeit or otherwise violates these Terms, Mobius may: (i) report such problem to any applicable governmental or regulatory agency or any other applicable third party; (ii) quarantine such Product for further testing or other analysis without providing any replacement Product or refund until such time as a determination about the Product’s conformance to these Terms can be made; (iii) if such Product is determined to be counterfeit, quarantine such Product for a period of five (5) years, or longer if required by applicable law, and after the applicable quarantine period, irreversibly alter such Product so as to render the Product including the internal elements physically unusable; and (iv) take such other actions as may be required or permitted under applicable law and Mobius’s counterfeit avoidance policy. In the event you send Mobius any counterfeit Product, you will be liable for all costs, expenses, and damages related thereto, and you agree to indemnify Mobius against any claims and damages, including attorneys’ fees and costs, related to such counterfeit Product(s).
25. e) You acknowledge and agree that the remedies set out in this Section 5 are your exclusive remedy for the delivery of Nonconforming Goods, subject to your rights under Sections 6 and 7 regarding any Nonconforming Goods for which you have accepted delivery under this Section 5.
26. f) Returns: Only Nonconforming Goods may be returned.
27. g) Refunds are processed within a reasonable time following receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Site. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THE SITE AS NON-RETURNABLE, including sale items and gift cards.
    
    h) Waiver of Testing and Inspection Period: You may waive Mobius’ testing of the Products or some subset of them (the “Untested Parts”) by, after purchase and before shipping, notifying Mobius by email to support@mobiusmaterials.com which Products are Untested Parts. You may in that same email request photos or other information to verify authenticity and quality before shipment. Once classified as Untested Parts, those Products are sold as final sale with no returns. You assume all risks and potential losses as a result of quality issues for Untested Products, forfeit your Inspection Period and any right to return, and agree that you shall be deemed to have accepted them upon receipt. Untested Parts must still meet any stated condition requirements (e.g., Original Packaging, Not Programmed/Flashed) and any stated date code requirements; otherwise they will be deemed Nonconforming.
28. 5) Manufacturer's Warranty and Disclaimers.
29. a) We do not manufacture or control any of the Products offered on our Site. The availability of Products through our Site does not indicate an affiliation with or endorsement of any product, service, or manufacturer. Except for Products for which Mobius is expressly the Seller-of-Record, Mobius is not a party to the sales transaction between you and the third-party seller and assumes no responsibility for that transaction. In such cases, the third-party Seller-of-Record is solely responsible for fulfilling the order properly, including delivering the correct quantity of product and ensuring the product meets the quality and specifications advertised. Any shortage in quantity or quality issue with the product is the sole responsibility of that seller. Accordingly, we do not provide any warranties with respect to the Products offered on our Site.
30. b) ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
31. c) SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
32. d) YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
33. e) WE MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR:  (I) COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT PROVIDED BY THE SERVICES (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT ANY CONTENT AND OTHER COMMUNICATIONS THROUGH THE SERVICES; AND (IV) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
34. 6) Indemnification and Limitation of Liability.
35. a) You shall indemnify, defend and hold harmless Mobius and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party, relating to any claim of a third party arising out of or occurring in connection with the products purchased from Mobius or your negligence, willful misconduct or breach of this Agreement. Buyer shall not enter into any settlement without Mobius’s or Indemnified Party's prior written consent.
36. b) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
37. c) OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS YOU HAVE ORDERED THROUGH OUR SITE AND THAT ARE AT ISSUE IN THE DISPUTE.
38. d) The limitation of liability set forth in Section 7(b) shall not apply to (i) liability resulting from our gross negligence or willful misconduct and (ii) death or bodily injury resulting from our acts or omissions.
39. 7) Your Obligations as Buyer. You covenant that you:
40. a) shall obtain and maintain required certifications, credentials, licenses, and permits necessary to conduct business in accordance with these Terms, including those required to resell the Products if you intend to do so and those pertaining to each Product’s Export Control Classification Number (ECCN) and the policies set by it.
41. b) shall promptly comply with reasonable requests by Mobius to process your order in compliance with regulations governed by the Department of Commerce’s Bureau of Industry and Security, including completing a Form BIS-711, proving clearance under the Consolidated Screening List (CSL), and filling out Mobius-specific Know Your Customer documents; 
42. c) shall not make any representations, warranties, guarantees, indemnities, similar claims, or other commitments:
43. i) actually, apparently, or ostensibly on behalf of Mobius, or
44. ii) regarding the Products to any person to whom you sell or market Products, which representations, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in these Terms or any written documentation provided by Mobius to you;
45. d) shall not engage in any unfair, competitive, misleading, or deceptive practices respecting Mobius, Mobius’s Trademarks or the Products, including any product disparagement or "bait-and-switch" practices;
46. e) shall not separate any software or accessories sold, bundled, or packaged with any Product from the Product or sell, license, or distribute the software on a standalone basis, or remove, translate, or modify the contents or documentation of or related to the software or accessories, including, without limitation, any end user license agreements or warranty statements;
47. f) shall not resell Products to any Governmental Authority or its respective agencies without express written approval from Mobius. Unless otherwise separately agreed to in writing between Mobius and you, no provisions required in any US government contract or subcontract related thereto shall be a part of this sale, imposed on or binding on Mobius, and neither this sale nor your assent to these Terms is deemed an acceptance of any government provisions that may be included or referenced in your request for quotation, bid, sale comments, purchase order, or any other document.
48. i) "Governmental Authority" means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of the government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of this organization or authority have the force of law), or any arbitrator, court, or tribunal of competent jurisdiction.
49. g) because the Products, including any software, documentation, and any related technical data included with, or contained in, such Products, and any products utilizing any such Products, software, documentation, or technical data (collectively, "Regulated Products") may be subject to US export control laws and regulations, including the Export Administration Regulations (EAR) and the related Commerce Control List (CCL) and ECCN system, as well as the International Traffic in Arms Regulations, you shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any Regulated Products to any jurisdiction or country to which, or any party to whom, or for any use for which, the export, reexport, or release of any Regulated Products is prohibited by applicable federal or foreign law, regulation, or rule. 
50. h) shall be responsible for any breach of this Section by your, and your successors' and permitted assigns', parent, affiliates, employees, officers, directors, partners/members/shareholders, customers, agents, distributors, resellers, or vendors. 
51. i) shall comply with all applicable federal and foreign laws, regulations, and rules, including those pursuant to the and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, reexporting, or releasing any Regulated Products; and shall provide prior written notice of the need to comply with such laws, regulations, and rules to any person, firm, or entity which it has reason to believe is obtaining any such Regulated Products from you with the intent to export or reexport;
52. j) shall comply with all Laws administered by OFAC or any other Governmental Entity imposing economic sanctions and trade embargoes ("Economic Sanctions Laws") against designated countries ("Embargoed Countries"), regimes, entities, and persons (collectively, "Embargoed Targets"),  for example, an entity listed on the Specially Designated Nationals and Blocked Persons List (SDN List); and without limiting the generality of the foregoing, that you shall not (a) directly or indirectly export, re-export, transship, transfer, or otherwise deliver the Products or any portion of the Products to an Embargoed Target or (b) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law; and
53. k) You represent and warrant that you are, and for at least two years prior to the date of this Agreement have been, in compliance with all Economic Sanctions Laws, and that you are not, and for two years prior to the date of this Agreement have not been, an Embargoed Target or otherwise subject to any Economic Sanctions Law.
54. l) Your Representations as to Merchantability and Suitability of Product for Any Use. Mobius distributes Products manufactured by third-party manufacturers and resellers. Without limitation, Mobius does not make any representation as to the merchantability and suitability of the Products for any use, whether or not such use is known to Mobius. You represent and warrants to Mobius that you are solely responsible for determining whether the Products are merchantable and suitable for the use(s) you intends. Without limitation, and only by way of example, you represent and warrant that you will determine the merchantability and suitability of the Product for use in any device or in any application, including, but not limited to, devices or applications involving life safety, life support, life sustaining, surgical, human implant, nuclear, aircraft applications, or for any other application in which the failure of a single component could create a situation in which property damage, personal injury, or death may occur. In addition, you acknowledge that Mobius is not on the Qualified Manufacturers List ("QML"), and does not sell Qualified Product List ("QPL") components for military applications. Any references to QPL or military specifications are for reference only, and any sales of such products by Mobius are for non-military use only. You agree that all such purchases are for commercial or other applications that do not require QPL components. WITHOUT LIMITING YOUR INDEMNIFICATION OBLIGATION UNDER THESE TERMS, YOU AGREE TO INDEMNIFY AND DEFEND MOBIUS AND THE MANUFACTURER OF THE PRODUCTS AGAINST ALL DAMAGES, COSTS, AND EXPENSES THAT MAY BE INCURRED, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND COSTS RELATING TO ANY LAWSUIT OR THREATENED LAWSUIT ARISING OUT OF THE USE OF PRODUCTS IN UNAUTHORIZED APPLICATIONS.
    
    m) If you place a bid or offer to purchase any Product on the Site, you agree that such bid or offer is irrevocable (except as expressly permitted by our Site policies) and constitutes a binding offer by you to purchase the Product under these Terms. If your bid or offer is accepted by the Seller-of-Record – for example, if you are the highest bidder at the close of an auction (and any reserve price is met) or if your offer is otherwise accepted – you are obligated to complete the purchase and pay the full amount for the Product.
55. 8) Privacy.
    
    ‍We respect your privacy and are committed to protecting it. Our Privacy Policy, available at https://www.mobiusmaterials.com/privacy-policy, governs the processing of all personal data collected from you in connection with your purchase of Products through the Site.
56. 9) Force Majeure. 
    
    No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party.  The Impacted Party shall give notice within 15 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 15 days following written notice given by it under this Section 10, either party may thereafter terminate this Agreement upon 7 days' written notice.
57. 10) Governing Law and Jurisdiction.
    
    All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.
58. 10) Waiver of Jury Trials and Binding Arbitration.
    
59. a) YOU AND MOBIUS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
    
    ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
60. b) The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures ("Commercial Rules") including, if appropriate, the Procedures for Large, Complex Commercial Disputes and the International Commercial Arbitration Supplementary Procedures and the Supplementary Rules for Class Arbitrations. 
    
    The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. 
    
    If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
61. 12) Assignment.
    
    You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
    
62. 13) No Waivers.
    
    The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Mobius.
    
63. 14) No Third-Party Beneficiaries.
    
    These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
    
64. 15) Notices.
    
65. a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
66. b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by email to legal@mobiusmaterials.com; or (ii) by personal delivery, overnight courier or registered or certified mail to Mobius Materials, Inc., ATTN: LEGAL NOTICE, 1717 East Cary Street, Richmond, Virginia 23223. We may update the email address or courier/mail address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
67. 16) Definitions.
    
    “Business Day” means Monday through Friday, excluding U.S. federal holidays. “Original Packaging” means the manufacturer’s factory‑sealed packaging (e.g., moisture barrier bags, original reels, tubes, or trays) with intact manufacturer labels. “Programmed/Flashed” means components that have been written with firmware/software or otherwise altered electronically after manufacture. “Date Code” means the manufacturer’s production date indicator on the label or marking.
    
    17) Severability.
    
    If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
68. 18) Entire Agreement.
    
    Our order confirmation, these Terms, our User Agreement, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.