Terms of Sale

01Parties, scope and interpretation

1.1 These Terms of Sale (the "Terms") apply to sales by ASICMiner Distribution LLC, a limited liability company organised under the laws of the State of Delaware, USA ("we", "us", "Seller"), to the person or entity named as buyer on the Quote ("you", "Buyer"). Together with the Quote and the Order Confirmation, these Terms form the contract between us (the "Agreement").

1.2 These Terms govern the sale and delivery of cryptocurrency mining hardware and related equipment (the "Goods"). They do not govern hosting, colocation, operation, installation, commissioning or maintenance of the Goods, none of which we provide. Advisory work, where agreed, is subject to a separate written scope and is not part of a sale under these Terms.

1.3 These Terms apply to every Quote we issue and every Order we confirm, and replace any purchase conditions of the Buyer, whether or not we have objected to them. Terms on a purchase order, in an email signature, in a vendor onboarding form or on a procurement portal do not become part of the Agreement, even where we complete or acknowledge such a document in order to receive your Order or your payment.

1.4 We sell to businesses, to operators of mining sites and to individuals who buy for their own mining activity. Where you buy as a consumer under a law that cannot be excluded, the rights that law gives you remain unaffected, and these Terms apply to the extent that law allows.

1.5 Where we sell through an Affiliate, or where an Affiliate of ours issues the Quote or the invoice, that Affiliate is the Seller for the Order concerned and these Terms apply to it in the same way.

1.6 If documents conflict, the following order applies, from highest to lowest: the Order Confirmation, the Quote, these Terms, our Terms of Service. A special condition in a Quote or an Order Confirmation prevails over these Terms only for the Order to which it relates, and only where it refers to the clause it changes or is otherwise clearly intended to depart from these Terms.

1.7 Product descriptions, specifications, images, availability and every figure shown on our website, in a data sheet or in correspondence are information only and form no part of the Agreement unless repeated in the Quote. The Before you order page on our website explains these Terms in plain words and does not add to them.

1.8 These Terms are written in English. Where we provide a translation for convenience, the English version prevails, also where a Quote is issued in another language at your request. A previous course of dealing, a trade custom or a practice between the parties does not vary these Terms. Headings do not affect interpretation, "including" means including without limitation, a reference to a law includes that law as amended or replaced, and where a period is stated in calendar days, all days count.

02Definitions

2.1 In these Terms, the following words have the following meanings and are used with a capital letter when they carry it.

• Affiliate. A company that controls, is controlled by, or is under common control with a party, where control means the ability to direct the management of that company, whether through ownership, contract or otherwise.
• Allocation Order. An Order for Goods that are to be manufactured or released in a future production batch of the Manufacturer and that do not physically exist, or are not yet released to us, at the time of the Order Confirmation.
• Business Day. A day other than a Saturday, Sunday or public holiday in the State of Delaware, USA. Where a period is stated in Business Days, the day on which the triggering event occurs does not count.
• Compliance Check. The screening of the Buyer, its owners and signatories, the destination, the importing entity and the intended end use against export control, sanctions and anti-money-laundering requirements, as described in clause 12.
• Delivery Point. The place at which risk passes to you under the agreed Incoterm, as stated in the Quote.
• Dispatch Ready. The state in which the Goods for an Order, or an agreed part of it, are packed, documented and available for collection or handover to the carrier, and we have told you so in Writing.
• Goods. The cryptocurrency mining hardware and related equipment identified in the Quote by model, quantity and condition, including any accessories the Quote lists.
• Incoterms 2020. The rules of the International Chamber of Commerce for the use of domestic and international trade terms, 2020 edition. Where a Quote uses a three letter trade term, it has the meaning given to it in Incoterms 2020.
• Manufacturer. The company under whose brand the Goods are produced, or the entity that company designates for warranty and service.
• New. Goods supplied in sealed Manufacturer packaging that have not been operated, carrying the Manufacturer warranty applicable to them.
• Order. Your written acceptance of a Quote, in the form described in clause 3.
• Order Confirmation. Our written confirmation of an Order, which is the point at which a binding contract comes into existence, subject to clause 3.4.
• Quote. The written offer we issue for specific Goods, stating quantity, condition, unit price, currency, Incoterm, Delivery Point, lead time or batch window, payment terms and validity period, together with any special conditions for the Order concerned.
• Stock Order. An Order for Goods that physically exist and are available to us at the time of the Order Confirmation.
• Test Record. The document that travels with Used Goods and records the function test carried out before dispatch.
• Used. Goods that have previously been operated, that have been function tested by us or on our behalf before dispatch, and that are sold in the condition described in the Quote.
• Writing. Email and documents signed or accepted through an electronic signature service. Messages exchanged through instant messaging services are for convenience only and are not Writing.

03How a contract is formed

3.1 Nothing on our website is an offer. Submitting an inquiry list, or a request sent by email or through an instant messaging service, is a request for a Quote and creates no obligation on either side.

3.2 A Quote is valid for the period stated in it. After expiry it lapses without notice and must be reissued; an acceptance sent after expiry is a request for a new Quote.

3.3 You accept a Quote by confirming it in Writing, by signing it through an electronic signature service we make available, or by paying the amount the Quote requires as a first payment. An acceptance that changes any term of the Quote is a request for a revised Quote. A binding contract comes into existence when we issue an Order Confirmation. Where the Quote makes the Order Confirmation conditional on receipt of payment or a deposit, the contract comes into existence on receipt of the cleared funds.

3.4 We may decline to issue an Order Confirmation, in particular where a Compliance Check has not been completed to our satisfaction, where the Goods are no longer available, where the Quote has lapsed, or where the information you gave us proves incomplete or inaccurate. Where we decline, any amount already received is returned in full, without interest, to the account or wallet it came from, less any network fee that a cryptocurrency return unavoidably incurs.

3.5 You confirm that the person placing the Order is authorised to bind the Buyer, and that the details you give us about the Buyer, the destination, the delivery address and the importing entity are complete and accurate. Where an Order is placed on behalf of a company that is still being formed, the person placing it is personally liable until the company confirms the Order in Writing.

3.6 Electronic signatures, electronic records and confirmations exchanged by email have the same effect as handwritten signatures and paper documents, to the extent the law allows. A printout or an export from an electronic signature service is admissible evidence of the Agreement.

3.7 Where a Quote covers more than one model, condition or batch, each line may be confirmed, delivered and invoiced separately, and a problem with one line does not entitle you to withhold performance on another unless the Quote says the lines are interdependent.

04Prices, taxes and duties

4.1 Prices are stated per unit in the Quote, in the currency stated there, and apply only to the quantity, condition, Incoterm and destination quoted. We publish no prices, and no price list, discount or previous Quote creates an entitlement in respect of a later Order.

4.2 Unless the Quote expressly says otherwise, prices are exclusive of value added tax, sales tax, goods and services tax and any equivalent tax, and exclusive of import duties, customs fees, port charges, terminal handling, storage, demurrage, detention and inland transport beyond the Delivery Point.

4.3 Where the agreed Incoterm is Delivered Duty Paid, the Quote states which duties and taxes are included and on what basis they were calculated. Charges arising from an incorrect classification, valuation or importer status caused by information you supplied remain yours. Where the destination changes its duty rate or introduces a new charge between the Order Confirmation and import, the difference is passed on to you, and we tell you as soon as we know of it.

4.4 For deliveries within the United States, sales tax is charged unless you provide a valid resale or exemption certificate before the invoice is issued. A certificate provided later does not entitle you to a refund from us; you claim it from the tax authority.

4.5 Bank charges, correspondent bank fees, currency conversion costs and blockchain network fees are borne by the party incurring them, and payment must reach us in the full invoiced amount. Where a payment arrives short because of such a charge, the shortfall remains due.

4.6 The price of an Allocation Order is based on the Manufacturer price that applies to the batch at the time of the Quote. Where the Manufacturer increases its price for that batch before the batch is released to us, we may pass the increase on to you in the same proportion, and we tell you in Writing as soon as we receive the Manufacturer notice, with the new unit price. Where the increase is five percent or more of the unit price stated in the Quote, you may cancel the affected part of the Order by written notice within five Business Days of our notice, and we refund the amounts you paid for that part. Where the increase is below five percent, or where you do not cancel within that period, the adjusted price applies. Where the Manufacturer grants us a reduction for the batch, we pass it on to you for the units not yet delivered.

4.7 Prices for Stock Orders are fixed at the Order Confirmation and are not adjusted, save for the taxes and duties in clauses 4.2 and 4.3.

05Payment, credit and security

5.1 Unless the Quote states otherwise, the full price of an Order is due and must be received in cleared funds before dispatch, and we do not hand Goods to a carrier or release them for collection before receipt. Where the Quote provides for a deposit and a balance, the Quote states the amounts, the due dates and whether and under what conditions the deposit is refundable. Payment terms other than payment in advance exist only where the Quote expressly states them.

5.2 Time of payment is of the essence. Invoices are issued in the currency of the Quote and are payable on the date stated in the invoice or, where no date is stated, on receipt.

5.3 We accept payment by bank transfer in the currency of the Quote and, where the Quote provides for it, in the cryptocurrencies and on the networks the Quote names. We do not accept cash, cheques or payment cards, and we accept payment only from an account or wallet in the name of, or demonstrably controlled by, the Buyer. Payment from a third party requires our prior written agreement, may require a Compliance Check of that third party, and does not transfer any right under the Agreement to it.

5.4 Where payment is made in cryptocurrency, the Quote states the accepted assets and networks, the reference rate, the settlement window and the number of network confirmations required. Payment counts as made when the required confirmations are reached on the network stated in the Quote. If the settlement window expires before then, we may reprice the Order or, at your choice, return the amount received less network fees. Fluctuations in the value of the asset between dispatch and confirmation are borne by the paying party. Funds sent to a wrong address, on a wrong network or in a wrong asset are not recoverable by us, and we accept no liability for them. We confirm the receiving address in Writing before each payment; an address received through an instant messaging service is not ours until confirmed in Writing.

5.5 Payments must be made without set-off, deduction or withholding, unless withholding is required by law, in which case you gross up so that we receive the full invoiced amount and provide the withholding certificate.

5.6 On late payment we may, without prejudice to other remedies, withhold dispatch, suspend performance of any other Order, and charge interest at one and a half percent per month, or the highest rate permitted by law if lower, from the due date until receipt. Goods held because of your late payment are stored at your risk and cost under clause 8.5.

5.7 Where payment is not received within fourteen calendar days after the due date and after a written reminder, we may cancel the Order and resell the Goods. Any deposit that the Quote designates as non-refundable is retained, and any further loss on resale, including price difference, storage, insurance and Manufacturer charges, is recoverable from you.

5.8 Where the Quote provides for an escrow or a documentary arrangement, the Quote states the provider, the release conditions and who bears the cost. Absent such a provision, no escrow applies.

5.9 A payment is applied first to costs, then to interest, then to the oldest outstanding invoice, unless you designate a different invoice at the time of payment and we agree.

5.10 Where the Quote provides for any payment after dispatch, or where a deposit is followed by a balance, we may carry out a credit assessment of the Buyer before the Order Confirmation and at any time before delivery, and you will provide the information we reasonably request for it.

5.11 Where we have reasonable grounds to doubt your ability or willingness to pay when due, we may require security for the outstanding amount in a form acceptable to us, such as payment in advance, a bank guarantee or a letter of credit, and may suspend dispatch and any other performance until the security is provided. Where you do not provide the security within ten Business Days of our request, we may cancel the affected Order by written notice, and clauses 5.7 and 13.2 apply as if payment had not been received. Suspension under this clause does not extend a lead time in our favour beyond the period of suspension and does not entitle you to cancel or to claim damages.

06Retention of title

6.1 Title to the Goods passes to you only when we have received payment in full for the Order concerned, including interest and costs where any are due. Risk passes earlier, in accordance with clause 7, and the two are independent of each other.

6.2 Until title passes you must keep the Goods identifiable as ours, store them separately where practicable, keep them insured for their full value, must not sell, lease, pledge or grant security over them, and must inform us without delay if a third party asserts a claim over them, if they are seized, or if insolvency proceedings are opened or applied for against you.

6.3 Where the law of the place where the Goods are located requires a registration, a filing or another step for the retention of title to be effective against third parties, you will cooperate with that step at our request and at our cost, and you authorise us to make the filing on your behalf.

6.4 Where you resell Goods that are still ours in the ordinary course of your business, which we permit only where the Quote allows it, you assign to us in advance the claim against your customer up to the amount you owe us, and you hold the proceeds for us until we are paid.

6.5 Where title has not passed and payment is overdue, we may enter the place where the Goods are kept, with reasonable notice and during business hours, to inspect, mark or retrieve them, and you grant us access for that purpose.

07Delivery, risk, packaging and documents

7.1 The Incoterm agreed in the Quote determines which of us arranges and pays for carriage, export and import formalities, and at which point risk passes. We quote Ex Works, Free On Board, Cost Insurance and Freight, Delivered at Place and Delivered Duty Paid, in each case as defined in Incoterms 2020, and the Quote names the Delivery Point. Ex Works, Free On Board and Cost Insurance and Freight are available for Orders of one hundred units or more; Delivered at Place and Delivered Duty Paid are available for any quantity. Under Delivered at Place you are the importer of record and clear import and pay duties and taxes yourself. Where the Quote names an Incoterm without a place, the place is our warehouse for Ex Works and the delivery address you gave us for Delivered at Place and Delivered Duty Paid.

7.2 Risk of loss and damage passes at the Delivery Point. From that point the Goods travel at your risk, whoever arranges the transport, and a claim for loss or damage in transit is made against the carrier or the insurer, not against us, unless the loss or damage is caused by our packing.

7.3 Where we arrange carriage, cargo insurance covering the Goods to the Delivery Point at their invoice value is included unless the Quote says otherwise. Where you arrange carriage, insurance is yours to arrange. We are not your insurer and do not advance an insurance claim on your behalf beyond providing the documents a claim needs.

7.4 Partial deliveries are permitted where reasonable, in particular where an Order is filled from more than one batch or warehouse. Each partial delivery may be invoiced separately and is treated as a separate delivery for the purposes of clause 11.

7.5 If you do not accept delivery at the agreed time, or do not provide information or documents needed for dispatch, risk passes at the moment delivery was tendered, and storage, insurance and re-delivery costs are yours under clause 8.5.

7.6 Delivery addresses, consignee details, contact persons and, where needed, receiving hours and site access rules must be given in Writing before dispatch. A change after dispatch is possible only where the carrier allows it, and the cost is yours. Where a delivery requires equipment or access at the receiving site, you provide it; a delivery that fails for lack of it counts as tendered. Where the carrier delivers to the address you gave and a person present at that address signs for the consignment, delivery is complete, whether or not that person is your employee.

7.7 New Goods travel in the Manufacturer packaging. Used Goods travel in protective export packaging that we select for the transport mode and the destination. Unless the Quote says otherwise, Goods are palletised for freight, strapped and wrapped, and the pallet count, the dimensions and the gross weight are stated on the packing list. Pallets, crates, cartons and packing material are not returnable and become yours on delivery, together with the responsibility for their disposal at the destination.

7.8 Each consignment is accompanied by a commercial invoice, a packing list and a serial number list that assigns each unit to a package. Where the Incoterm places export formalities on us, we also provide the export declaration and, where the destination requires it and the Manufacturer documentation allows it, a certificate of origin. The harmonised system code we use for the Goods is stated on the commercial invoice; the classification that the importing authority applies is a matter for the importer, and clause 4.3 applies.

7.9 Documents that the destination requires beyond those in clause 7.8 are yours to obtain unless the Quote lists them as ours. Where we assist, we do so as a service at the cost stated in the Quote and without responsibility for the decision of the authority.

7.10 The serial number list is the basis for warranty claims, for the Test Record of Used Goods and for the Manufacturer warranty of New Goods. Keep it with your records and quote the serial numbers concerned in every claim.

08Lead times, allocation, dispatch and storage

8.1 The Quote states whether an Order is a Stock Order or an Allocation Order, and states the expected lead time or batch window. Lead times are estimates unless the Quote expressly designates a date as binding. A lead time runs from the later of the Order Confirmation, the receipt of any payment due before dispatch, and the receipt of all information and documents we need from you.

8.2 For Allocation Orders, the delivery window depends on the Manufacturer production batch. Where the Manufacturer moves, splits or cancels a batch, changes the specification of a batch, or releases a batch in instalments, we pass the revised information to you without delay. A change to a batch by the Manufacturer is not a breach of the Agreement by us.

8.3 Where an Allocation Order is delayed by more than sixty calendar days beyond the batch window stated in the Quote, and the delay is not attributable to you, you may cancel the undelivered part of that Order by written notice and receive a refund of amounts paid for that part, without interest. This is your sole remedy for delay in an Allocation Order. Where a Manufacturer cancels a batch and no equivalent Goods can be sourced within that period, we inform you, cancel the affected part of the Order and refund the amounts paid for it, without interest. Where we can source equivalent Goods of another batch, another manufacturer or a closely related model within that period, we offer them to you at the quoted price or at a revised price, and you may accept the offer or cancel the affected part.

8.4 For Stock Orders, dispatch takes place within the number of Business Days stated in the Quote after the conditions in clause 8.1 are met, and the Goods are reserved for you from the Order Confirmation until the payment date stated in the Quote. Where payment is not received by that date, the reservation lapses, and a later payment is subject to availability.

8.5 When the Goods are Dispatch Ready we tell you in Writing. For Ex Works and Free On Board Orders you then arrange collection or nominate the carrier and the vessel within the period stated in the Quote or, where none is stated, within ten Business Days of our notice. For the other Incoterms we book the transport, and you provide any document or confirmation the booking requires within the same period. Where the Goods are not collected, or cannot be dispatched for a reason within your control, within ten Business Days of that notice, we may store them, in our own or a third party warehouse, at your risk and cost. The storage charge is one half of one percent of the invoice value of the Goods concerned for each commenced calendar week from the eleventh Business Day, and covers storage and insurance; handling, re-packing, re-palletising, moves between warehouses and any charge the warehouse levies for a late change of instructions are charged additionally at cost. A missing import licence, a missing importer of record or an unanswered request from the carrier or the customs broker is a reason within your control.

8.6 Storage charges are invoiced monthly and are due within seven calendar days. Where storage exceeds sixty calendar days, we may, after a written reminder with a period of ten Business Days, treat the Order as cancelled by you and apply clause 13.2, or dispose of the Goods on your account and set the proceeds off against what you owe. Storage under this clause does not change the Delivery Point for the purpose of risk, which passes under clause 7.5 when delivery was first tendered.

09Condition, specifications and firmware

9.1 New Goods are supplied sealed in Manufacturer packaging and carry the Manufacturer warranty applicable to the model, batch and destination. That warranty is given by the Manufacturer, not by us. We pass on the warranty documentation and, on request, assist with a claim, but we do not assume the Manufacturer obligations and give no warranty of our own for New Goods beyond clause 11.4.

9.2 Sealed means that the Manufacturer seal on the carton is intact when the Goods leave our custody. A carrier or a customs authority may open a carton in transit, so a broken seal on arrival is not by itself evidence that a unit has been operated; a unit that has not been operated remains New.

9.3 Used Goods are previously operated hardware. The Quote states the condition, the known operating history where available, and any components that have been replaced. We do not describe Used Goods as refurbished, because that word implies a rebuild we do not claim to perform.

9.4 Used Goods are function tested before dispatch and travel with their Test Record and condition notes. The Test Record states what was tested, when, and with what result for the units concerned. It describes the condition at the time of the test and is not a warranty of future performance. Used Goods carry no Manufacturer warranty; in its place they carry the dead on arrival cover in clause 11.5.

9.5 Used Goods are sold in a minimum quantity of one hundred units per model, unless the Quote expressly provides otherwise.

9.6 Cosmetic marks, dust, discolouration, replaced fans, labels of a previous operator and signs of rack use are inherent in Used Goods and are not a defect. Operating hours, remaining lifetime, prior operating conditions and the firmware version installed are not warranted unless the Quote expressly states them.

9.7 Used Goods are reset to the Manufacturer default configuration before dispatch where the firmware allows it. Where a unit is delivered with a configuration, a pool setting or an account binding of a previous operator, tell us and we assist with the reset; such a residue is not a defect.

9.8 Power supply units, power cords, cables, mounting hardware and other accessories are included only where the Quote lists them. Where a model is supplied with an integrated power supply, that supply is part of the unit; where the Manufacturer sells the power supply separately, the Quote says whether it is included.

9.9 Hashrate, power consumption, efficiency, noise and environmental figures are Manufacturer reference values, published with tolerance bands. Actual performance varies between units, between batches and with ambient conditions, firmware version and operating mode. Deviation within the Manufacturer tolerance band is not a defect. Where the Quote states a performance figure without a band, the Manufacturer published tolerance for that model applies, and where the Manufacturer publishes none, a deviation of up to five percent in hashrate and up to ten percent in power consumption is within tolerance.

9.10 Performance depends on the environment in which the Goods are installed. Operation outside the rated ambient, voltage, frequency, humidity or altitude range, or with insufficient airflow, water flow, coolant quality or immersion fluid quality, reduces output and is outside our responsibility.

9.11 Manufacturers change components, firmware, chip revisions, fan models and packaging between batches without changing the model designation. Such changes are not a defect and do not entitle you to reject the Goods, provided the Goods meet the specification stated in the Quote. A figure that we state in our own words, including an illustrative running cost calculation, is an illustration and not a specification, and clause 15 applies to it.

9.12 The Goods are supplied with the Manufacturer firmware installed. We grant no licence to that firmware; its use is governed by the Manufacturer terms, which may require registration, acceptance of an end user licence or the creation of an account with the Manufacturer. Installing third party or modified firmware is your decision and your risk; it commonly voids the Manufacturer warranty and, where it causes a fault, removes cover under clause 11.

9.13 Where the Manufacturer binds a unit to a customer account or region, restricts its use outside a region, or requires an unlock for resale, the Quote says so, and any transfer or unbinding is subject to the Manufacturer procedure and to any fee the Manufacturer charges. The Manufacturer may collect operating data from the unit through its firmware; that collection is governed by the Manufacturer terms and privacy policy, not by ours, and we have no access to it.

10Certification, regulatory compliance and disposal

10.1 The Goods carry the markings, certifications and declarations that the Manufacturer applies to them. We do not warrant that the Goods carry any particular marking, certification, listing, label, registration or approval unless the Quote expressly states that they do. Where a certification matters for your site, your insurer, your utility or your permit, have it stated in the Quote before you order.

10.2 Whether the Goods may be imported, connected, operated and sold at the destination, including under electrical safety, electromagnetic compatibility, radio, energy efficiency, noise, building and zoning rules, is a matter for the importer and the operator. You are responsible for any conformity assessment, registration, notification or labelling that the destination requires, and for the cost of it.

10.3 Where the destination has a producer responsibility scheme for electrical and electronic equipment, batteries or packaging, the obligations of the producer, importer or distributor under that scheme rest with you as the importer, including registration, reporting, financing of collection and take-back. We do not register in such schemes at the destination and do not take Goods back for disposal.

10.4 You will dispose of the Goods, their batteries, their packaging and any replaced component in accordance with the law of the place where they are located, and you will not export them for disposal contrary to the rules on transboundary shipments of waste.

10.5 Where the Manufacturer issues a safety notice, a recall or a mandatory firmware update for a model we delivered to you, we forward it to the contact person on the Order as soon as we receive it. Carrying it out is your responsibility, unless the Manufacturer procedure routes it through us.

11Inspection, warranty and claims

11.1 You must inspect the Goods on arrival: count the packages against the packing list before the carrier leaves, photograph any damaged packaging immediately, note the damage on the carrier delivery document before signing, and record the serial numbers as you unpack. A delivery document signed without a note of damage is evidence that the packaging was intact on delivery.

11.2 Shortages, incorrect models, incorrect condition and externally visible transport damage must be reported to us in Writing within five Business Days of delivery, with photographs and the relevant serial or package numbers. Where the Incoterm places the transport on you, you must also report transport damage to your carrier and insurer within the period their conditions require.

11.3 Units that do not operate on first use must be reported within the applicable window under clauses 11.4 and 11.5. Power up the entire consignment, including spares, within that window; a unit that is first powered up after the window has closed cannot be reported as dead on arrival. Allow hardware that arrives cold to reach ambient temperature before applying power; damage caused by condensation from powering up cold units is not covered. Claims notified after the applicable window lapse, save where the defect could not reasonably have been discovered within it and is notified without delay after discovery.

11.4 For New Goods, the Manufacturer warranty applies, in its scope, duration and procedure. Where the Manufacturer requires a claim to be routed through the seller, we handle that routing for you and pass the Manufacturer decision on to you. Where the Manufacturer requires the unit to be returned to a service centre, transport to and from that centre and its cost follow the Manufacturer procedure. Where the Manufacturer requires registration of the unit or acceptance of its terms before a claim can be made, that registration is yours to complete. We give no warranty of our own for New Goods; the Manufacturer warranty is the only warranty.

11.5 For Used Goods, we warrant that each unit will operate on first use. This dead on arrival cover runs for ten calendar days from delivery. A unit is dead on arrival if, when installed and powered in accordance with the Manufacturer instructions, it does not power on, does not complete its boot sequence, does not connect to the network, or reports no hashrate. A claim must state the serial numbers concerned and be accompanied by evidence of the fault, such as photographs, log extracts or a screenshot of the unit status page. Where a unit is confirmed dead on arrival, we replace it with an equivalent unit or, where no equivalent unit is available, credit the unit price for it. A Used unit that operates but with reduced output is not dead on arrival; it is handled as a claim under clause 11.8, and our remedy is, at our option, repair, replacement of the affected component or a proportionate credit.

11.6 Except as set out in this clause 11 and to the extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or arising from a course of dealing or usage of trade.

11.7 No warranty applies where the fault results from transport after risk has passed, installation or operation outside the Manufacturer specifications, modification, opening or repair by anyone other than an authorised party, overclocking or non Manufacturer firmware, inadequate power quality, water ingress, corrosion, condensation, dust accumulation, insect or rodent damage, fire, lightning, or force majeure. Where a serial number label or a warranty seal has been removed or altered, the warranty on that unit lapses.

11.8 Notify claims in Writing to info@asicminerdistribution.com, stating the Order Confirmation number, the serial numbers concerned, the date of delivery and a description of the fault, with photographs, log extracts or screenshots where relevant. A claim sent through an instant messaging service is not a notification under this clause until it is repeated by email. We acknowledge receipt and tell you what further information or evidence we need. Within five Business Days after we have received the complete documentation, we tell you in Writing whether we accept the claim and which remedy we apply: replacement, repair, credit, or, for a Manufacturer warranty claim, the routing to the Manufacturer and its expected timeline. Where a claim requires the unit to be examined by us or by the Manufacturer, the five Business Days run from the examination.

11.9 Do not return Goods before we have confirmed the return in Writing and issued return instructions with a reference number. Goods returned without instructions may be refused or returned at your cost. Goods returned to us must be packed in a way that protects them in transit, in the original or equivalent packaging; damage caused by inadequate packing is yours. Where a returned unit proves to be free of the reported fault, we may charge the examination and the return transport at cost.

11.10 Our remedy for an accepted claim, at our option, is replacement with an equivalent unit or component, repair, or credit of the price paid for the affected units. Where we credit, the credit is the sole remedy for those units, and you return the credited units to us at our request and at our cost. A credit is applied first to open invoices and otherwise paid out within thirty calendar days. Costs of return are borne by us where the claim is upheld and by you where it is not. Replaced units and components become our property on replacement, and you return them to us at our request.

11.11 A claim does not entitle you to withhold payment of the price for units that are not affected by it, and clause 5.5 applies. The remedies in this clause are your sole remedies for a defect in the Goods.

12Export control, sanctions and import

12.1 The Goods are subject to export control and sanctions laws, including those of the United States, of the European Union and the United Kingdom where the Goods pass through or originate there, and of any jurisdiction through which the Goods pass. We confirm feasibility for your destination before issuing a Quote. The Before you order page on our website describes the screening in plain words.

12.2 You represent and warrant that you are not, and are not owned or controlled by, a person subject to sanctions; that the Goods are not destined for a sanctioned jurisdiction or party; that the Goods will not be used for a prohibited end use; and that you will not re-export, transfer or divert the Goods contrary to applicable law. These representations are repeated on the date of each payment and each delivery.

12.3 You must inform us of the destination country, the delivery address, the importing entity and whether the Goods are for your own use or onward sale, and must tell us without delay if any of that changes before delivery. Where the Goods are for onward sale, you will apply the same screening to your customer that we apply to you.

12.4 Before the Order Confirmation, and again where circumstances change, we may ask you for documents that identify the Buyer, its beneficial owners and the importing entity, for proof of the source of funds and for a statement of the intended end use. Which documents we ask for is our decision and depends on the destination, the value of the Order, the payment method and the risk we see. You will provide the documents without undue delay. They are used only for the Compliance Check and are handled as described in our Privacy Policy.

12.5 We may suspend or cancel any Order, at any time and without liability beyond refunding amounts received for the cancelled part, where a Compliance Check produces a result that prevents us from proceeding lawfully, where a licence or authorisation that the export requires is refused or revoked, or where you do not provide the documents requested under clause 12.4 within ten Business Days.

12.6 Each party will comply with applicable anti-corruption and anti-money-laundering laws in connection with the Agreement, and neither party will offer, give or accept a payment or a benefit that such a law prohibits. Where a law or an authority requires us to freeze, report or refuse a payment or a delivery, we comply, and our compliance is not a breach of the Agreement.

12.7 Unless the agreed Incoterm places the obligation on us, you act as importer of record, file the import declaration, pay the import duties and taxes, and hold any licence, permit, registration or certification the destination requires. Where the destination requires a local entity to file the declaration or to act as importer, you must provide that entity before dispatch; where you cannot, Delivered Duty Paid is not available for that destination, and the Quote is revised to another Incoterm.

12.8 Storage, demurrage and detention charges arising from a customs hold are yours, unless the hold is caused by documentation we prepared incorrectly. Charges caused by an inspection that the authority carries out at random are yours under Delivered Duty Paid as well, unless the Quote says otherwise. Where the Goods are refused entry or seized by an authority for reasons attributable to you, including your status, your documents, your importer of record or the end use, the Goods remain at your risk and the price remains payable.

12.9 Where the destination levies duties or taxes on the basis of a valuation that differs from the invoice value, the difference is yours, and you will not ask us to issue an invoice that states a value other than the price actually agreed.

13Changes, cancellation and force majeure

13.1 After the Order Confirmation, changes to model, quantity, condition, destination, Delivery Point or Incoterm require our written agreement and may change the price and the lead time. A change that reduces the quantity below the minimum in clause 9.5, or that moves the destination to a country we do not serve, is not available.

13.2 The Goods are commercial equipment. There is no right of return for change of mind, and cancellation after the Order Confirmation is possible only where we agree in Writing. Where we agree, we may deduct costs already incurred, including freight, insurance, customs, storage and any Manufacturer charge that cannot be recovered, as well as any deposit designated as non-refundable in the Quote, and, where the Goods have to be resold, the difference between the price you agreed and the price obtained on resale.

13.3 Clauses 4.6 and 8.3 remain unaffected and are the only cancellation rights you have beyond those the law gives you and cannot be excluded. An Order for Goods that we source or configure specifically for you cannot be cancelled after we have placed the corresponding order with our supplier.

13.4 Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural events, war, civil unrest, terrorism, epidemic, act of government, sanctions, export control measures, embargo, energy shortage, strike or lockout at a party or its providers, failure of transport or port infrastructure, closure of a shipping route, cyber attack on a party or its providers, failure of a public network, and Manufacturer production stoppage or allocation cut.

13.5 The affected party informs the other without delay, states the expected duration where it can, and uses reasonable efforts to reduce the effect. Where the event continues for more than ninety calendar days, either party may cancel the affected part of the Order by written notice, and amounts paid for the undelivered part are refunded without interest. Force majeure does not excuse a payment obligation that fell due before the event began, and a shortage of money or a change in the price of the Goods, of energy or of a cryptocurrency is not force majeure.

14Limitation of liability and indemnity

14.1 Nothing in these Terms limits liability for fraud, for fraudulent misrepresentation, for death or personal injury caused by negligence, for wilful misconduct, or for any other liability that cannot be limited by law.

14.2 Subject to clause 14.1, our total aggregate liability arising out of or in connection with an Order, whether in contract, tort, under statute or otherwise, is limited to the amount you paid us for that Order. Where a claim relates to specific units, the limit is the amount you paid for those units.

14.3 Subject to clause 14.1, we are not liable for indirect or consequential loss, nor for loss of profit, loss of revenue, loss of mining rewards, loss of anticipated savings, loss of opportunity, loss of contract, loss of goodwill, loss of data, downtime, curtailment penalties, hosting fees paid for unused capacity, or the cost of replacement hashrate, in each case however arising and even where we were told that such loss was possible.

14.4 The allocation of risk in this clause is reflected in the price and is a condition of our entering into the contract. A higher limit is available only where the Quote states it and prices it. Any claim against us must be brought within one year after the cause of action arose, to the extent the law allows the parties to agree on a shorter period. Our employees, officers, members and Affiliates may rely on this clause as if they were parties to the Agreement.

14.5 You will indemnify us, our Affiliates and our respective officers, employees and agents against all claims, losses, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or in connection with: (a) a breach by you of clause 12; (b) an inaccuracy in the information or documents you provided about the Buyer, the destination, the importing entity, the end use or the source of funds; (c) the import, installation, operation, resale or disposal of the Goods by you or by anyone who obtained them from you, including claims by a utility, a landlord, a neighbour, an authority or an employee; (d) a claim by a third party arising from a payment you made from an account or wallet that was not yours; and (e) your use of the Goods with third party firmware, in a modified state or outside the Manufacturer specifications.

14.6 The indemnity does not cover a loss to the extent it was caused by our own breach of the Agreement or by our negligence. We inform you of a claim covered by the indemnity without undue delay, do not settle it without your consent, which you will not unreasonably withhold, and give you the opportunity to conduct the defence at your cost where the claim concerns you alone.

15No advice and no profitability representation

15.1 We sell hardware. Nothing we provide constitutes investment, tax, legal, engineering or regulatory advice, and no statement by us about market conditions, network difficulty, hashprice, coin prices, energy prices, halving events or the future of a model is a representation on which you may rely.

15.2 Mining profitability depends on factors outside our control, including network difficulty, coin price, your electricity price, uptime, pool performance, firmware settings and ambient conditions. We make no representation or warranty as to profitability, payback period, return or residual value, and any illustrative calculation we share, including the running cost calculator on our website, is an illustration only.

15.3 You are responsible for determining whether the Goods may lawfully be operated at your site, including under electricity, zoning, noise, building and environmental rules, and for any licence, registration, permit or reporting obligation that mining requires in your jurisdiction.

15.4 Where we recommend a model, a cooling route or a quantity in the course of a sale, we do so on the basis of the information you gave us, and the decision remains yours.

16Confidentiality, personal data and notices

16.1 Each party keeps confidential the commercial terms of a Quote and any non public information received from the other, and uses it only for performing the contract. This does not apply to information that is public, that was already known without a duty of confidence, that was developed independently, or whose disclosure is required by law or a competent authority. The obligation continues for three years after the last delivery under the Agreement.

16.2 Personal data provided in connection with an Order, including the data of your signatories and beneficial owners, is processed as described in our Privacy Policy. Where you give us personal data of other people, you confirm that you may do so and that you have informed them.

16.3 We may name you as a customer, or use your name or logo in a reference, only with your prior written consent. We may disclose the existence and the terms of an Order to our providers, advisers, insurers, financiers and Affiliates to the extent they need it to perform their role, under a duty of confidence.

16.4 Notices under the Agreement must be in Writing and are validly given by email to info@asicminerdistribution.com and to the email address stated for you in the Quote. Notices are deemed received on the next Business Day after dispatch, unless the sender receives a delivery failure message. A notice of cancellation, of a claim or of a dispute must be sent by email even where the parties otherwise communicate through an instant messaging service. Messages exchanged through instant messaging services do not constitute notice, do not amend the Agreement and are not a Quote, an Order or an Order Confirmation.

16.5 You will keep the email address stated in the Quote in service for the duration of the Agreement and for the warranty period, and will tell us in Writing if it changes.

16.6 We change a bank account or a wallet address only by a notice from the email domain asicminerdistribution.com, and we confirm any change by a second channel on request. A payment made to an account or wallet that we did not confirm in that way is not a payment to us.

17General

17.1 You may not assign or transfer your rights under an Order without our written consent. We may assign to an Affiliate, to a financier as security, or in connection with a transfer of our business. We may perform the Agreement through an Affiliate or a subcontractor and remain responsible for their performance.

17.2 A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise. A waiver is effective only in Writing and only for the instance it refers to.

17.3 If a provision is held invalid or unenforceable, the remainder is unaffected, and the invalid provision is replaced by a valid one that comes closest to its commercial purpose.

17.4 The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise or employment relationship, and neither party may bind the other.

17.5 The Agreement is the entire agreement between the parties in respect of the Goods and supersedes prior discussions, representations, quotations and correspondence. Each party confirms that it has not relied on a statement that is not set out in the Agreement. Amendments require Writing.

17.6 We may amend these Terms for future Orders. The version in force at the date of the Order Confirmation applies to that Order, and we keep a copy of each version and provide it on request.

17.7 Clauses that by their nature are intended to continue after delivery or termination, in particular clauses 6, 10, 11, 12, 14, 15, 16 and 18, survive. No person other than the parties has any right to enforce a term of the Agreement, save for the persons named in clauses 14.4 and 14.5.

18Governing law and dispute resolution

18.1 The Agreement and any dispute arising out of or in connection with it, including non contractual disputes, are governed by the laws of the State of Delaware, USA, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 The parties will first attempt to resolve any dispute by discussion between persons with authority to settle it. Either party may start that discussion by written notice that describes the dispute and the remedy sought, and the parties will meet, in person or by video call, within twenty Business Days of the notice.

18.3 Any dispute that is not resolved within forty Business Days of the notice under clause 18.2 is finally settled by binding arbitration administered by the International Centre for Dispute Resolution of the American Arbitration Association under its International Arbitration Rules. The seat of arbitration is Wilmington, Delaware, USA. The language of the arbitration is English. The tribunal consists of one arbitrator, and the International Expedited Procedures apply where the rules so provide. The award is final and binding, and judgment on it may be entered in any court having jurisdiction.

18.4 Nothing in clause 18.3 prevents either party from seeking interim or injunctive relief in any competent court, or prevents us from bringing an action in any competent court to collect an undisputed sum that is due or to enforce our retention of title under clause 6.

18.5 To the extent permitted by law, each party waives any right to a trial by jury and agrees that disputes are resolved individually and not as part of a class, collective or representative proceeding.

18.6 The parties will keep the existence and content of an arbitration confidential, except as needed to enforce the award, to obtain interim relief or as required by law. The costs of the arbitration, including the reasonable legal fees of the prevailing party, are allocated by the tribunal, which may take into account the conduct of the parties in the discussion under clause 18.2.