Jungk Nguyen Innovation, LLC

(Including JNI Armor and JNI SmartGlass)
Terms and Conditions of Sale

  1. General; Priority of Terms
    Jungk Nguyen Innovations, LLC, doing business as JNI Armor and JNI SmartGlass (“JNI” or “Seller”), offers and sells products and services solely on these Terms and Conditions of Sale (“Terms”), together with JNI’s applicable quotation and Sales Order Confirmation (collectively, “Agreement”). These Terms expressly object to and reject any additional, different or conflicting terms in Buyer’s purchase order, supplier portal, acknowledgment, preprinted form, or other communication. JNI’s Terms prevail to the fullest extent permitted by applicable law. A separately negotiated agreement signed by JNI’s Chief Executive Officer, President, or another executive expressly delegated written authority may supersede specified provisions; no employee, sales agent or other person may otherwise amend them. No Buyer statement that failure to sign, object or return a purchase order constitutes assent shall bind JNI. JNI’s silence, performance, manufacture, shipment, acceptance of payment or administrative acknowledgment does not constitute agreement to Buyer terms. The parties expressly intend that any contract formed by conduct be governed by these Terms to the maximum extent enforceable under applicable commercial law.
  2. Prices, Taxes and Payment 
    Prices and specifications are as stated in JNI’s Sales Order Confirmation and may be changed for future orders without notice. Buyer pays applicable taxes, tariffs, duties, customs, brokerage and other government charges unless expressly included in writing. Payment terms are those on the Sales Order Confirmation; otherwise net thirty (30) days from delivery, subject to approved credit. JNI may require prepayment or suspend shipment for credit concerns or overdue accounts. No unilateral setoff, chargeback, debit memo or deduction is authorized, subject to applicable law. Overdue undisputed amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate, from the due date, plus reasonable collection costs where recoverable by law.
  3. Purchase Orders and Sales Order Confirmation
    Buyer’s purchase order is an offer and does not obligate JNI. JNI accepts an order only by issuing its Sales Order Confirmation by email to Buyer’s designated business email address. Buyer may approve by signature or affirmative email. Buyer shall identify any objections or errors in writing within forty-eight (48) hours after transmission. Where Buyer has previously assented to this procedure, or applicable law otherwise permits, absence of timely written objection constitutes approval of the Sales Order Confirmation. Independently, Buyer’s instructions to proceed, payment, acceptance or use of products, authorization of shipment, resale, or incorporation into assemblies are further evidence of assent to the Agreement, subject to applicable law. Any timely objection must be resolved by an amended JNI Sales Order Confirmation; no Buyer unilateral change is effective. The Sales Order Confirmation and JNI email signatures provide notice that the current Terms are available on JNI’s official website; JNI should provide a direct link to the version applicable to each order. The version identified in the Sales Order Confirmation controls that order and shall be archived by JNI.
  4. Delivery and Shipment
    JNI will use commercially reasonable efforts to meet confirmed delivery schedules but delivery dates are estimates unless expressly guaranteed in a signed agreement. Expedited service may incur additional charges. JNI shall not be liable for incidental, special or consequential damages arising from delivery delay, to the extent permitted by law.
  5. Outbound Shipment; Title and Risk
    Unless otherwise expressly stated in the Sales Order Confirmation, outbound shipments are EXW JNI’s named facility (Incoterms 2020) for international trade or F.O.B. JNI’s shipping point under the applicable U.S. Uniform Commercial Code for domestic carrier shipments. These are alternative regimes, not interchangeable terms. Buyer pays outbound transportation and insurance unless otherwise expressly agreed. Title and risk transfer in accordance with the specified term and applicable law. Return shipment terms are separately governed by Section 13.
  6. Exports
    Buyer shall not export, reexport, transfer or divert products or technical data in violation of U.S. export-control laws, including ITAR and EAR, or without all required government authorizations and JNI’s prior written approval where required. JNI’s approval does not replace any government license.
  7. Compliance with Laws
    Each party shall comply with laws applicable to its own performance. Buyer is responsible for its import authorizations, end-use and end-user restrictions, customs clearance, duties and lawful handling and resale. JNI may refuse or suspend an order where performance would violate law or applicable government restrictions.
  8. Inspection and Notice of Nonconformity
    Buyer shall inspect products promptly upon receipt and give JNI written notice describing any alleged visible shortage, shipping damage or nonconformity within twenty (20) calendar days after receipt, without prejudice to nonwaivable rights concerning latent defects. Acceptance, rejection and any revocation of acceptance remain subject to applicable law. Notice of an alleged defect does not itself establish that JNI caused it or authorize a return. Returns must satisfy Section 13; warranty claims remain subject to Section 9.
  9. Warranty
    Products are covered only by JNI’s applicable express limited product warranty, if any, supplied or identified for the product and transaction. Warranty coverage excludes damage caused by Buyer or third parties, improper handling, installation, packaging, alteration or misuse, except to the extent prohibited by law. TO THE MAXIMUM EXTENT PERMITTED BY LAW, JNI DISCLAIMS OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FAILURE TO FOLLOW WARNINGS OR INSTALLATION INSTRUCTIONS MAY COMPROMISE BALLISTIC PERFORMANCE AND CAUSE SERIOUS INJURY OR DEATH. Any legally required remedies remain available.
  10. Buyer-Furnished or Consigned Materials
    Buyer retains title to identified Buyer-furnished materials. JNI will exercise reasonable care over such materials while in its possession. Responsibility for scrap, loss or damage and any replacement obligation shall be determined by the parties’ written agreement and applicable law, not by any unilaterally imposed Buyer form.
  11. Changes
    No Buyer-requested change in specifications, design, quantities, schedule, shipping, inspection, source, materials or process is effective without JNI’s written acceptance and, where appropriate, an amended Sales Order Confirmation. JNI may adjust price, schedule and costs of work in process. Any agreed product-configuration or quality change shall be documented in writing. No buyer purchase-order provision granting unilateral change control binds JNI absent the executive-signed agreement required by Section 1.
  12. Cancellation
    Buyer may not cancel or postpone an accepted order without JNI’s prior written consent. For any approved cancellation, Buyer shall pay JNI’s reasonable documented costs of completed products, work in process, committed materials, supplier cancellation charges and other reasonably incurred nonrecoverable costs, to the extent permitted by law. Special-order and custom products may be noncancelable as specified in the Sales Order Confirmation.
  13. Returned Goods and Return Material Authorization 
    13.1 Return eligibility and deadlines. Unless an authorized JNI executive grants a transaction-specific written exception, returned goods must physically arrive at JNI’s designated receiving facility no later than the earlier of sixty (60) calendar days after Buyer’s receipt or ninety (90) calendar days after JNI’s original shipment. Written exceptions may be granted for approved distribution, inventory-management, government purchasing or other specialized buying arrangements. These administrative return limits do not extinguish nonwaivable statutory remedies or valid express-warranty rights.
    13.2 RMA required; limited meaning. Before shipping any goods, Buyer must request and receive a written Return Material Authorization (“RMA”) identifying the authorized parts, quantities, lot or serial numbers, reason for return and destination. An RMA is a limited administrative authorization to tender specifically identified goods for inspection and evaluation only. It is not a legal admission of defect or liability, a transfer of title, acceptance of the returned goods, or an approval of a refund, credit, replacement or other remedy. An RMA may impose reasonable written packaging, identification and documentation instructions.
    13.3 Original condition; no additional damage. Each returned unit must be in substantially the same condition as JNI originally shipped it, apart from the specifically alleged preexisting nonconformity. No additional scratching, abrasion, chipping, cracking, fracture, delamination, deformation, contamination, coating damage, alteration or deterioration may be introduced by Buyer, its downstream customer, handlers or carriers. Post-delivery damage is independent grounds to reject the affected unit’s contractual return, subject to applicable law. A preexisting alleged scratch or fracture is not automatically disqualifying merely because it is the subject of the claim; JNI may distinguish it from later damage using objective evidence. Units are assessed individually.
    13.4 Return freight — F.O.B. Destination, JNI facility. Every authorized return is F.O.B. Destination — JNI’s receiving facility identified in the RMA, as a domestic shipment term under California Commercial Code section 2319 (and not the maritime Incoterms FOB rule), unless JNI’s authorized executive expressly agrees otherwise in writing. Buyer, as the return shipper, shall arrange and pay for all return transportation, adequate packaging and handling and shall bear transit risk of loss, breakage, scratching, abrasion and other damage until conforming delivery to that named destination, subject to applicable law. Buyer may obtain carrier or cargo insurance at Buyer’s sole option and expense; lack of insurance does not shift transit risk to JNI. JNI’s provision of a carrier account, prepaid label, transportation assistance or advance freight payment does not alter the allocation of risk or final responsibility for costs unless expressly agreed in writing. JNI’s signature on a delivery receipt acknowledges delivery only, not condition, return acceptance, title transfer or credit approval.
    13.5 Packaging. Buyer must use original protective packaging or equivalent or superior packaging suitable for fragile transparent armor, viewports and optical products, with individual surface protection, separation, restraint, cushioning and support. Products shall not contact one another or move freely in a carton. Buyer must comply with any RMA packaging instructions and preserve packaging and transit records. Carrier acceptance of a package does not establish adequacy. Buyer is responsible for damage attributable to deficient packaging or handling before delivery at the designated destination, to the extent permitted by law.
    13.6 Inspection and records. JNI shall have up to ninety (90) calendar days after physical receipt of the complete returned material and reasonably requested supporting documentation to inspect and issue its written disposition, subject to mandatory legal deadlines. JNI may inspect, photograph, measure, test and compare each part with its Certificate of Conformance, pre-shipment inspection records, photographs, drawings, serial and lot traceability, manufacturing data, packaging records and other objective evidence. Buyer shall reasonably preserve and provide relevant receiving photos, inspection notes, original packaging and carrier information. JNI’s evaluation may distinguish original nonconformities from subsequent damage and determine whether reliable verification remains possible.
    13.7 Rejection; freight reimbursement. JNI may reject any unit returned outside applicable contractual conditions or bearing post-delivery damage, subject to statutory and warranty rights. Rejected units remain Buyer’s property. Buyer shall arrange collection or shipment back at its expense within thirty (30) days after JNI’s written rejection notice and shall reimburse reasonable inbound return freight paid or advanced by JNI for the rejected units, together with reasonable repackaging, outbound freight and handling expenses legally recoverable. JNI may charge reasonable disclosed storage charges after notice and may dispose of uncollected property only after further notice and in accordance with applicable law. JNI’s RMA, receipt or freight assistance is not a waiver.
    13.8 Credits; no unilateral deductions. No contractual refund, replacement or credit is approved until JNI issues written disposition after inspection. Buyer shall not impose unilateral debit memos, deductions, offsets or chargebacks for disputed returns except as allowed by law or expressly agreed in an executive-signed agreement. JNI’s prior accommodation or acceptance of another return does not amend these Terms. Where a returned unit has both an alleged original defect and subsequent damage, the parties’ remedies and responsibility for incremental loss will be determined by applicable law and available evidence; JNI reserves its right to recover demonstrable post-delivery losses to the extent legally recoverable.
    13.9 Preservation of rights. Nothing in this Section limits rights or remedies that cannot be disclaimed under applicable law, including lawful rejection or revocation of acceptance and enforceable warranty claims.
  14. Resale and Representations
    Buyer shall not make unapproved representations about JNI products or ballistic performance, modify or remove warnings, or use JNI trademarks without prior written authorization. Buyer is responsible for its own representations to downstream customers.
  15. Intellectual Property and Government Data Rights
    JNI retains all rights, title and interest in its preexisting and independently developed designs, processes, tooling, drawings, test methods, trade secrets, know-how, software, technical data, inventions and improvements (“JNI IP”). No sale, purchase order, payment, delivery, disclosure or performance assigns JNI IP or grants any right to manufacture, reverse engineer, copy, distribute technical data or create derivatives, except for a limited right to use purchased goods for their intended purpose and any rights required by law. Buyer does not automatically own intellectual property conceived or developed in connection with an order. Ownership and any license for specially funded development must be set forth in a separate written agreement signed by JNI’s authorized executive. All rights in federally funded SBIR/STTR technical data and software, and all Government rights and restrictions, remain governed by applicable statutes, regulations and contract clauses; nothing here purports to diminish Government rights or transfer JNI’s protected rights to Buyer. Buyer shall not disclose JNI confidential technical information to a third party without written authorization, subject to applicable law.
  16. Governing Law and Forum
    The Agreement is governed by California law, excluding conflict-of-law rules, and the United Nations Convention on Contracts for the International Sale of Goods is excluded to the extent permitted by law. Subject to mandatory jurisdictional rules, the state and federal courts located in Orange County, California shall have exclusive jurisdiction over disputes, and the parties consent to personal jurisdiction there.
  17. Limitation of Liability
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, JNI SHALL NOT BE LIABLE FOR LOST PROFITS OR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES. JNI’S AGGREGATE LIABILITY ARISING FROM A PRODUCT OR SERVICE SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. This limitation does not apply to liability that cannot lawfully be limited.
  18. Confidentiality
    Each party shall protect the other’s clearly identified confidential information using reasonable care and shall use it solely for performance of the transaction, except for information already public, lawfully known without restriction, independently developed or lawfully received from another source. Disclosures compelled by law are permitted subject to lawful notice where practicable. Separate nondisclosure agreements signed by both parties govern where applicable.
  19. Assignment
    Buyer may not assign its rights or obligations without JNI’s prior written consent, except as prohibited by applicable law.
  20. Force Majeure
    Neither party is liable for delay caused by events beyond its reasonable control, including natural disaster, fire, war, government action, labor disruption, supply shortage or transport interruption, provided the affected party gives reasonably prompt notice and uses commercially reasonable mitigation. Payment obligations for goods already delivered are not excused.
  21. Indemnification
    To the extent permitted by law, Buyer shall defend, indemnify and hold harmless JNI and its personnel from third-party claims, losses and reasonable legal expenses arising from Buyer’s negligent or wrongful handling, alteration, installation, marketing, resale, misuse or unauthorized representations concerning products, except to the extent caused by JNI’s own negligence, breach or wrongful conduct.
  22. General Provisions
    Failure or delay to enforce a provision is not a waiver. A waiver must be written and signed by an authorized JNI representative. If a provision is unenforceable, the remaining provisions continue to the fullest extent permitted by law. The Agreement, including the applicable Sales Order Confirmation and any executive-signed written exceptions, constitutes the parties’ entire agreement for the order. Headings are for convenience only. Notices under these Terms may be given by email to the designated business contacts unless applicable law requires another method. Electronic records, email approvals and electronic signatures may be used to the extent permitted by law.