These Wholesale Supply and Purchase Terms and Conditions (the "Agreement") govern the sale and supply of physical bulk hardware, electronic modules, and computer components ("Goods") by the supplier ("Seller") to the commercial buyer ("Customer").

1. Payment Terms

• Payment on Delivery (POD): The Customer shall pay all invoices in full immediately upon delivery of the Goods to the specified drop-off location or upon collection by the Customer's freight forwarder.
• Method of Payment: Payment must be settled via immediate electronic bank transfer (BACS/CHAPS) or pre-approved corporate credit card. Funds must clear into the Seller’s nominated bank account before offloading or final physical possession is granted.
• Currency and Taxes: All payments must be settled in British Pounds Sterling (GBP), clear of any transaction fees, and exclusive of Value Added Tax (VAT), custom duties, or tariffs which remain the sole liability of the Customer.
• Failure to Pay: If the Customer fails to provide cleared funds at the point of delivery, the Seller reserves the right to withhold the Goods, abort the delivery at the Customer's expense, and charge a restocking fee equal to 15% of the total invoice value. Late payments will accrue interest at a rate of 4% per annum above the Bank of England's base rate, calculated daily.

2. Shipments and Delivery

• Incoterms: Unless specified otherwise in writing, all wholesale shipments are fulfilled on an Ex Works (EXW) or Free Carrier (FCA) basis from the Seller's designated UK warehouse facility.
• Risk of Loss: The risk of loss, damage, or destruction of the Goods passes directly to the Customer the moment the Goods leave the Seller’s warehouse floor or are handed over to the designated freight carrier.
• Delivery Timelines: Any indicated shipment timelines or delivery dates are non-binding estimates. The Seller will not be held liable for supply-chain delays caused by third-party logistics or external semiconductor shortages.

3. Release of Goods and Retention of Title

• Retention of Title: Legal ownership and title of the computer components shall not pass to the Customer until the Seller has received payment in full for said Goods.
• Release Conditions: Warehouse fulfillment and the official release of cargo to the carrier are strictly conditional upon the payment terms outlined in Section 1 and the Trade Compliance terms in Section 6.
• Recovery of Goods: In the event of Customer insolvency or material payment default, the Seller maintains an irrevocable right to enter the premises where the components are stored and repossess them.

4. Mandatory Customer Inspection

• Inspection Window: The Customer must conduct a thorough physical inspection of all received pallets, boxes, and serialised items within 3 business days of arrival at their destination.
• Notification of Shortages/Defects: Any claims regarding physical damage, missing inventory quantities, or incorrect component SKU allocations must be submitted to the Seller in writing within this 3-day inspection window, accompanied by photographic evidence.
• Deemed Acceptance: If the Customer fails to issue a written rejection notice within 3 business days, the shipment will be deemed conclusively accepted, and the Customer waives any future rights to reject the batch for structural or cosmetic defects.

5. "Sold as Seen" and Limitation of Warranty

• As-Is Status: Except where explicitly specified via an attached manufacturer warranty pass-through, clearance items, refurbished batches, or end-of-life component stocks are sold strictly on a "Sold as Seen" and "As-Is" basis.
• Disclaimer of Warranties: The Seller excludes all implied conditions or statutory warranties regarding merchantability, specific processing performance, or fitness for a particular custom hardware design configuration.
• Limitation of Liability: The Seller's maximum aggregate financial liability for any defective components shall be capped strictly at the net invoice price paid by the Customer for that specific batch of Goods. The Seller is under no circumstances liable for the Customer's loss of business profits, data, or downstream assembly costs.

6. Trade Compliance and Restricted Goods (End-User Agreement)

• Restricted Goods Definition: The Customer acknowledges that certain Goods supplied under this Agreement—including but not limited to high-performance computing hardware, advanced GPUs, specific semiconductor processing units such as the Nvidia Blackwell B200 / B100 / GB200 series (including the Nvidia Blackwell 6000 architecture / RTX 6000 Ada generations), artificial intelligence accelerators, and related dual-use technologies—are subject to strict domestic and international statutory export control laws and trade sanctions ("Restricted Goods").
• Compliance with Laws: The Customer explicitly warrants and certifies that it shall fully comply with all applicable export, re-export, and trade control restrictions imposed by the United Kingdom (UK Department for Business and Trade), the United States (US Department of Commerce Bureau of Industry and Security - BIS, and OFAC), the European Union, and any other relevant global governing jurisdictions.
• End-User and End-Use Certification: The Customer formally agrees that all Restricted Goods purchased are intended solely for the pre-approved corporate End-User and the specific civilian technological End-Use explicitly stated in the accompanying End-User Undertaking (EUU) or End-User Statement (EUS). The Customer certifies that the Goods will not be used, directly or indirectly, in connection with chemical, biological, or nuclear weapons, rocket or missile systems, mass surveillance activities, or unauthorized military applications.
• Prohibition on Diverting and Sanctioned Targets: The Customer explicitly guarantees that it will not sell, export, re-export, transfer, divert, transship, or otherwise dispose of any Restricted Goods to any entity, individual, territory, or country subject to comprehensive international trade sanctions or embargoes (including, without limitation, Russia, Belarus, Iran, North Korea, Syria, Cuba, and specified regions of Ukraine), nor to any party listed on restricted party screening lists, such as the US Denied Persons List, Entity List, or the UK Consolidated List of Asset Freeze Targets.
• Audit Rights and Documentation: The Customer shall maintain comprehensive, auditable transaction tracking records including full downstream serial number mapping, delivery verifications, and verified corporate identity checks for all distributions of Goods. Upon reasonable written request, the Customer shall provide the Seller with immediate access to these compliance logs to verify adherence to this Section.
• Indemnification and Termination: Any breach or suspected circumvention of the trade compliance provisions contained within this Section constitutes a material, non-curable breach of this Agreement. The Seller reserves the right to immediately cancel pending deliveries, terminate the Agreement without liability, and hold the Customer fully liable for any resulting regulatory fines, legal penalties, or commercial losses incurred by the Seller.

7. Governing Law and Jurisdiction

This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by, and interpreted in accordance with, the laws of England and Wales (or the relevant home jurisdiction within the United Kingdom as mutually agreed in writing). Both parties irrevocably agree to submit any disputes arising under this contract to the exclusive jurisdiction of the courts of the United Kingdom.

Outernational Limited
5th Floor, 167-169 Great Portland Street
London, W1W 5PF