Effective Date: April 16, 2026

These Terms and Conditions (“Terms”) govern the sale and distribution of electronic products by SH Americas, LLC a Florida-based electronics distributor headquartered in Miami, Florida (“Company,” “we,” “us,” or “our”), to its customers (“Customer” or “you”). By purchasing products from the Company, you agree to these Terms.

1.Scope

The Company specializes in the distribution of electronics products in the United States and throughout Latin America and the Caribbean.

2.Orders and Acceptance

All orders are subject to acceptance by the Company. The Company reserves the right to reject or cancel any order for any reason, including pricing errors, product availability, or compliance concerns.

3.Pricing and Payment Terms

Prices are as stated in the applicable invoice or quotation and are subject to change without notice. Unless otherwise agreed in writing:

a.    Payment is due within the number of days set forth in the invoice or as otherwise agreed to by the parties.

b.    Late payments may incur interest at the maximum rate permitted under Florida law.

c.    Customer is responsible for all taxes, duties, tariffs, and import/export fees unless otherwise agreed to by the parties.

4.Shipping, Delivery, and Risk of Loss

            a. Delivery terms shall be set forth in the invoice or as otherwise agreed upon.

b. Risk of loss transfers to Customer in accordance with the applicable Incoterms.

c. The Company is not responsible for delays caused by carriers, customs, or force majeure events.

5.Inspection and Acceptance

 Customer must inspect all products within five (5) days of delivery unless otherwise agreed to by the parties Any claims for shortages, defects, or non-conformity must be made in writing within that period. Failure to do so constitutes acceptance.

6.Returns and Warranty Disclaimer

a. All sales are final unless otherwise agreed in writing.

b. Products are sold on an “as-is” basis unless a manufacturer warranty applies.

The Company disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose, to the fullest extent permitted by law.

7.Compliance with Laws

Customer agrees to comply with all applicable laws, including but not limited to:

a.    U.S. export control laws (including EAR regulations)

b.    Sanctions administered by OFAC

c.    Import regulations in destination countries

Customer shall not resell products in violation of applicable laws or to restricted parties.

8.Limitation of Liability

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, or consequential damages, including lost profits. The Company’s total liability shall not exceed the amount paid for the products giving rise to the claim.

9.Indemnification

Customer agrees to indemnify and hold harmless the Company from any claims, damages, or liabilities arising from Customer’s resale, distribution, or use of the products.

10.Force Majeure

The Company shall not be liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, supply chain disruptions, labor disputes, or governmental actions.

11.Governing Law and Venue

These Terms shall be governed by the laws of the State of Florida. Any disputes shall be resolved exclusively in state or federal courts located in Miami-Dade County, Florida.

12.Entire Agreement

These Terms, together with any invoice or written agreement, constitute the entire agreement between the parties.