Terms of Sale

YG GROUP Terms and Conditions of Website Use and Sale.

These Terms and Conditions of Website Use and Sale, together with any quotation, pro forma invoice, sales contract, order confirmation, commercial invoice, return policy, privacy policy, or other document expressly incorporated by reference, govern access to the YG GROUP website and the purchase of electronic components, products, and related services from YG GROUP.

Please read these Terms carefully before using the website, submitting a request for quotation, uploading a bill of materials, issuing a purchase order, making payment, or purchasing Products or Services from YG GROUP.

1. Parties, Scope, and Acceptance

1.1 YG GROUP

“YG GROUP” means the YG GROUP legal entity identified as the seller in the applicable quotation, pro forma invoice, sales contract, order confirmation, commercial invoice, or other Order Document.

The entity identified in the applicable Order Document is referred to in these Terms as the “YG GROUP,” “YG GROUP,” “YG,” “we,” “us,” or “our.”

The use of the YG GROUP name or brand does not make every YG GROUP affiliate a party to a transaction. Only the YG GROUP identified in the applicable Order Document will be responsible for that Order, unless another YG GROUP entity expressly agrees otherwise in writing.

1.2 Application of These Terms

The website-use provisions of these Terms apply to all visitors and users of the YG GROUP website.

The sales provisions of these Terms apply to all quotations, Orders, Products, and Services supplied by YG GROUP, unless the parties have entered into a separate written agreement signed by authorized representatives of both parties that expressly replaces these Terms.

1.3 Acceptance

By accessing or using the website, creating an account, submitting an RFQ, uploading a BOM, issuing a purchase order, accepting a quotation, making payment, or accepting delivery, the Customer acknowledges that it has read, understood, and agreed to the applicable provisions of these Terms.

Where an individual acts on behalf of a company or other legal entity, that individual represents that they have authority to bind that entity.

1.4 Business-to-Business Transactions

YG GROUP primarily supplies Products and Services to businesses, manufacturers, distributors, contract manufacturers, research institutions, public-sector organizations, engineers, and professional buyers.

Unless YG GROUP expressly agrees otherwise in writing, all transactions are business-to-business transactions and are not intended for personal, household, or consumer use.

Nothing in these Terms excludes any mandatory right that cannot lawfully be excluded under applicable law.

2. Definitions

For purposes of these Terms:

“Customer,” “Buyer,” or “you” means the person or legal entity accessing the website, submitting an RFQ or BOM, issuing a purchase order, accepting a quotation, or purchasing Products or Services from YG GROUP.

“Products” means electronic components and related products offered or supplied by YG GROUP, including semiconductors, integrated circuits, memory devices, modules, sensors, connectors, electromechanical products, passive components, development tools, embedded products, electronic assemblies, accessories, and other hardware.

“Services” means any sourcing, procurement, inspection, testing, authentication, programming, tape-and-reel, packaging, labeling, kitting, logistics, BOM analysis, technical-document collection, failure-analysis coordination, or other service supplied by YG GROUP.

“RFQ” means a request for quotation submitted through the website, by email, through a messaging platform, by telephone, through an electronic procurement system, or by another method accepted by YG GROUP.

“BOM” means a bill of materials, parts list, component list, or similar document submitted by the Customer.

“Quotation” means a written price and supply proposal issued by YG GROUP.

“Order Documents” means the applicable quotation, purchase order, pro forma invoice, sales contract, order confirmation, commercial invoice, shipping instruction, agreed specification, RMA authorization, or other written document relating to a transaction.

“Order” means a Customer purchase request that has been accepted by YG GROUP in accordance with Section 6.

“Manufacturer” means the original manufacturer, brand owner, licensor, or other third party responsible for manufacturing or branding a Product.

“NCNR” means non-cancellable, non-returnable, and, where stated, non-reschedulable.

3. Website Access and Permitted Use

3.1 Permitted Use

The YG GROUP website may be used only for lawful business purposes, including researching Products, reviewing general product information, submitting RFQs, uploading BOMs, contacting YG GROUP, and managing legitimate purchasing activities.

3.2 Prohibited Conduct

Users must not:

(a) provide false, misleading, incomplete, or fraudulent information;

(b) impersonate another person or entity;

(c) submit fictitious RFQs, purchase orders, payment records, company information, end-user information, or shipping information;

(d) attempt to gain unauthorized access to the website, accounts, servers, systems, databases, or networks;

(e) introduce malware, harmful code, automated attacks, or other technology intended to damage or disrupt the website;

(f) use automated scraping, crawling, extraction, data-mining, or bulk-download tools without YG GROUP’s prior written permission;

(g) copy or commercially exploit website content, inventory information, product databases, pricing, photographs, descriptions, or technical materials without authorization;

(h) upload materials that infringe intellectual property, privacy, confidentiality, export-control, or other legal rights;

(i) use the website in connection with unlawful, sanctioned, restricted, fraudulent, or prohibited transactions; or

(j) interfere with another user’s access to or use of the website.

YG GROUP may suspend or terminate access where it reasonably believes that a user has violated these Terms or created a security, compliance, fraud, or operational risk.

3.3 Account Security

Customers are responsible for maintaining the confidentiality of their account credentials and for all activities conducted through their accounts.

The Customer must notify YG GROUP promptly if it becomes aware of unauthorized access, compromised credentials, or suspicious activity.

YG GROUP may rely on instructions received from an authenticated account unless it has actual knowledge that the account has been compromised.

4. Website Information and No Binding Offer

4.1 General Information Only

Website product pages, category pages, manufacturer pages, stock indicators, lead times, lifecycle information, datasheets, images, descriptions, specifications, compliance information, and suggested alternatives are provided for general information and sourcing convenience.

Unless expressly confirmed in an Order Document, website content does not constitute a binding offer, product warranty, stock reservation, engineering recommendation, or commitment to supply.

4.2 Inventory and Availability

Inventory information may change rapidly because Products may be sourced from multiple warehouses, suppliers, manufacturers, distributors, and international markets.

A Product displayed as available, in stock, obtainable, or subject to a stated lead time is not reserved for the Customer and may become unavailable before YG GROUP accepts an Order.

Availability is confirmed only through an accepted Order or an express written stock-reservation agreement.

4.3 Technical Information

Technical information may be obtained from Manufacturers, suppliers, public databases, or other third-party sources.

YG GROUP uses reasonable efforts to present accurate information but does not guarantee that all website information is complete, current, error-free, or suitable for a particular application.

The Customer must verify the current Manufacturer datasheet, revision, errata, product-change notice, qualification status, and application requirements before designing, purchasing, installing, or using a Product.

Where website content conflicts with an accepted Order Document, the accepted Order Document will control.

4.4 Images

Product images may be representative only. Actual labeling, date code, lot code, country of origin, factory code, tray, reel, tube, carton, moisture-barrier bag, and other packaging details may differ unless expressly agreed in writing.

4.5 Errors

YG GROUP may correct typographical errors, pricing errors, translation errors, data-feed errors, technical-description errors, inventory errors, or other mistakes at any time.

If an Order has been accepted based on a material error, YG GROUP may, before shipment, offer the Customer a corrected Order or cancel the affected portion and refund amounts paid for the cancelled Products.

5. RFQs, BOMs, and Customer Specifications

5.1 Required Information

The Customer is responsible for supplying accurate and complete purchasing requirements, including, where applicable:

(a) exact Manufacturer part number;

(b) Manufacturer or approved brand;

(c) required quantity;

(d) package type;

(e) temperature, speed, voltage, memory, automotive, industrial, military, or other product grade;

(f) required date code or maximum product age;

(g) lot-homogeneity requirements;

(h) Manufacturer-sealed packaging requirements;

(i) RoHS, REACH, lead-free, halogen-free, or other compliance requirements;

(j) country-of-origin restrictions;

(k) lifecycle-status requirements;

(l) traceability or certificate requirements;

(m) inspection or testing requirements;

(n) target delivery date;

(o) delivery destination;

(p) required Incoterm;

(q) end-user and end-use information; and

(r) any safety-critical or regulated application.

Requirements not included in the RFQ and not expressly confirmed in the applicable Order Documents will not form part of the Order.

5.2 Ambiguous or Incomplete Information

YG GROUP may request clarification where a part number, package, quantity, Manufacturer, or specification is ambiguous.

YG GROUP is not responsible for errors caused by incomplete, inconsistent, or inaccurate Customer information.

A Customer purchase order containing an abbreviated, partial, or internally assigned part number will be interpreted according to the YG GROUP quotation or order confirmation.

5.3 Alternative and Cross-Reference Products

YG GROUP may suggest alternative, compatible, upgraded, equivalent, or cross-reference Products.

Such suggestions are informational only and do not constitute a warranty that an alternative is a drop-in replacement or suitable for the Customer’s application.

The Customer is responsible for engineering review, qualification, testing, and written approval of any proposed alternative.

YG GROUP will not knowingly substitute a different Manufacturer part number without the Customer’s written approval, unless the applicable Order Documents expressly permit equivalent substitutions.

5.4 Use of BOM Information

The Customer authorizes YG GROUP to use submitted BOMs, specifications, and purchasing information for quotation, supplier inquiry, sourcing, compliance screening, quality review, inspection, logistics, and Order fulfillment.

YG GROUP may disclose relevant portions of such information to its affiliates, suppliers, laboratories, logistics providers, and professional advisers on a need-to-know basis, subject to appropriate confidentiality obligations.

The Customer represents that it has the right to provide all information and materials submitted to YG GROUP.

5.5 Controlled Technical Information

The Customer must not upload or provide export-controlled, classified, defense-related, restricted, or specially protected technical data unless YG GROUP has expressly agreed in writing to receive and process that information.

6. Quotations and Order Formation

6.1 Quotations

A quotation is valid only for the period stated in the quotation.

If no validity period is stated, YG GROUP may withdraw or revise the quotation at any time before Order acceptance.

Quoted availability, pricing, lead time, source, and quantity remain subject to final supplier confirmation, credit approval, compliance review, and availability unless expressly stated otherwise.

6.2 No Automatic Stock Reservation

Issuing a quotation does not reserve stock.

Stock will be reserved only if YG GROUP expressly confirms the reservation in writing and the Customer satisfies any deposit, payment, credit, or documentation requirements.

6.3 Customer Purchase Orders

A purchase order submitted by the Customer constitutes an offer to purchase the Products or Services described in that purchase order, subject to these Terms and the applicable quotation.

YG GROUP’s receipt of a purchase order does not constitute acceptance.

6.4 Order Acceptance

An Order becomes binding only when YG GROUP:

(a) issues a written order confirmation, accepted sales contract, or other written acceptance; and

(b) receives any required advance payment, deposit, letter of credit, credit approval, or supporting documentation.

YG GROUP may also accept an Order by shipping Products or beginning Services. In that case, acceptance applies only to the Products shipped or Services begun.

Silence, failure to object, preliminary sourcing activity, or acknowledgment of receipt does not constitute Order acceptance.

6.5 Partial Acceptance

YG GROUP may accept or reject all or part of a purchase order.

Acceptance of one Order does not require YG GROUP to accept any future Order.

6.6 Changes to an Accepted Order

Any change to an accepted Order, including changes to quantity, part number, delivery destination, date code, packaging, delivery schedule, testing, documentation, or Incoterm, must be agreed in writing.

YG GROUP may revise the price, lead time, fees, or NCNR status to reflect an approved change.

6.7 Order of Precedence

In the event of inconsistency, the following order of precedence applies:

(a) a master agreement or sales agreement signed by authorized representatives of both parties;

(b) a sales contract or order confirmation that expressly identifies a provision intended to override these Terms;

(c) the applicable quotation or pro forma invoice;

(d) these Terms; and

(e) the Customer’s purchase order, but only for commercial details such as part number, quantity, agreed price, and delivery address.

Any preprinted, linked, referenced, or standard terms contained in a Customer purchase order, procurement portal, supplier handbook, vendor registration form, email footer, or other Customer document are rejected and will not bind YG GROUP unless expressly accepted in writing by an authorized YG GROUP representative.

7. Prices, Taxes, Payment, and Credit

7.1 Prices

Prices are stated in the currency shown in the applicable quotation or invoice.

Unless expressly stated otherwise, prices cover only the Products or Services identified and exclude freight, insurance, customs duties, tariffs, import taxes, sales tax, value-added tax, goods and services tax, withholding tax, banking charges, inspection fees, storage charges, special packaging, and other governmental or third-party charges.

7.2 Price Changes Before Order Acceptance

Before Order acceptance, YG GROUP may revise prices because of:

(a) changes in supplier pricing;

(b) component shortages or market allocation;

(c) foreign-exchange movements;

(d) increases in freight, insurance, or operating costs;

(e) newly imposed tariffs, duties, sanctions, or governmental charges;

(f) changes in quantity or specification;

(g) pricing or data-entry errors; or

(h) circumstances outside YG GROUP’s reasonable control.

7.3 Price Changes After Order Acceptance

After Order acceptance, prices may be changed only where:

(a) the Customer requests or approves a change;

(b) a new tax, tariff, duty, governmental fee, or mandatory charge becomes applicable;

(c) the Order Document expressly states that price remains subject to final Manufacturer or supplier confirmation; or

(d) the parties otherwise agree in writing.

If YG GROUP proposes a material price increase under Section 7.3(c), the Customer may reject the revised price and cancel the uncommitted portion of the affected Order. The Customer remains responsible for any NCNR or other upstream commitment already made by YG GROUP at the Customer’s request.

7.4 Payment Terms

Unless credit terms are expressly approved in writing, payment is due in full before shipment or commencement of Services.

Approved credit terms will be stated on the quotation, order confirmation, or invoice.

Payment must be made in the invoiced currency, in immediately available funds, without set-off, counterclaim, deduction, or withholding, except where required by mandatory law.

7.5 Withholding Taxes

Where the Customer is legally required to withhold tax from a payment, the Customer must:

(a) notify YG GROUP before payment;

(b) provide valid official withholding documentation; and

(c) where legally permitted, increase the payment so that YG GROUP receives the full invoiced amount after withholding.

7.6 Bank and Transfer Fees

The Customer is responsible for all bank, intermediary-bank, currency-conversion, remittance, payment-platform, and transfer fees.

Payment is completed only when the full invoiced amount is received and cleared in YG GROUP’s designated account.

7.7 Payment Security and Fraud Prevention

The Customer must pay only to the bank account stated in an official YG GROUP quotation, pro forma invoice, or invoice.

Any requested change in bank details should be independently verified through a known YG GROUP contact using previously established contact information.

YG GROUP is not responsible for funds sent to an unauthorized or fraudulent account where the Customer failed to follow reasonable verification procedures.

7.8 Late Payment

Overdue amounts may accrue interest at the lower of:

(a) 1.5% per month; or

(b) the maximum rate permitted by applicable law.

The Customer must also reimburse reasonable collection costs, legal fees, bank charges, and other expenses incurred in collecting overdue amounts, to the extent permitted by law.

7.9 Suspension for Non-Payment

If the Customer fails to pay any amount when due, YG GROUP may, without liability:

(a) suspend shipment or performance;

(b) withdraw credit terms;

(c) require advance payment or additional security;

(d) declare all outstanding amounts immediately due;

(e) cancel unshipped Orders; or

(f) exercise any other remedy available by law.

7.10 Credit Review

YG GROUP may review, reduce, suspend, or withdraw credit at any time based on payment history, financial condition, insurance coverage, trade information, compliance concerns, or other commercially reasonable factors.

8. Cancellation, Rescheduling, and NCNR Products

8.1 General Rule

After an Order has been accepted, the Customer may not cancel, reduce, postpone, or reschedule the Order without YG GROUP’s prior written approval.

Approval may be subject to cancellation charges, restocking charges, supplier charges, market losses, freight expenses, testing costs, storage costs, currency losses, or other actual costs incurred by YG GROUP.

8.2 NCNR Products

Products may be identified as NCNR in a quotation, order confirmation, invoice, product description, email, or other Order Document.

NCNR Products may include:

(a) special-order or non-stock Products;

(b) allocated, scarce, or market-shortage Products;

(c) Products purchased specifically for the Customer;

(d) obsolete, discontinued, end-of-life, last-time-buy, or hard-to-find Products;

(e) Products subject to Manufacturer or supplier NCNR conditions;

(f) date-code-specific, lot-specific, factory-specific, or country-of-origin-specific Products;

(g) custom, programmed, marked, screened, tested, inspected, baked, dry-packed, taped, reeled, cut, assembled, modified, or value-added Products;

(h) Products supplied in specially requested packaging;

(i) opened Manufacturer packaging or opened moisture-barrier packaging;

(j) Products ordered in non-standard quantities; and

(k) Products that cannot reasonably be resold.

NCNR Products cannot be cancelled, returned, exchanged, or rescheduled for convenience.

NCNR status does not eliminate a valid claim that a Product materially fails to comply with an express warranty in these Terms, unless a specific Order Document lawfully provides otherwise.

8.3 Supplier Commitments

The Customer remains responsible for amounts that YG GROUP has irrevocably committed to a Manufacturer, supplier, laboratory, freight provider, or other third party for an accepted Order.

8.4 Product Allocation

Where supply is limited, YG GROUP may allocate available inventory among customers in a commercially reasonable manner.

An allocation decision does not create liability for lost production, substitute procurement, lost profit, or other indirect loss.

8.5 Cancellation by YG GROUP

YG GROUP may cancel all or part of an Order before shipment where:

(a) the Product becomes unavailable;

(b) a Manufacturer or supplier cancels or fails to fulfill supply;

(c) a material pricing or specification error is discovered;

(d) the Customer fails to make payment or provide required information;

(e) the transaction creates an export-control, sanctions, fraud, legal, credit, or compliance risk;

(f) a Force Majeure Event occurs; or

(g) performance becomes unlawful or commercially impracticable for reasons outside YG GROUP’s reasonable control.

Where YG GROUP cancels an Order for reasons not caused by the Customer, YG GROUP will refund amounts received for the cancelled and unshipped portion. That refund will be the Customer’s exclusive remedy for the cancellation.

9. Product Condition, Source, Packaging, and Substitutions

9.1 Product Condition

Unless an Order Document expressly states otherwise, Products will be supplied as new and unused.

Any Product supplied as refurbished, repaired, used, pulled, reclaimed, reconditioned, programmed, modified, or otherwise non-new must be expressly identified in the Order Documents.

9.2 Product Sources

YG GROUP may source Products from Manufacturers, authorized distributors, franchised distributors, original equipment manufacturers, qualified independent distributors, excess-inventory owners, contract manufacturers, and other evaluated supply channels.

If the Customer requires an authorized-channel-only source, full Manufacturer traceability, or a specific source classification, that requirement must be stated in the RFQ and expressly confirmed in the Order Documents.

Displaying a Manufacturer’s name, logo, part number, image, datasheet, or Product on the website does not by itself mean that YG GROUP is an authorized or franchised distributor of that Manufacturer.

9.3 Traceability

Traceability documentation will be supplied only to the extent expressly stated in the Order Documents.

Traceability may consist of one or more of the following:

(a) Manufacturer certificate of conformity;

(b) authorized distributor documentation;

(c) supplier certificate of conformity;

(d) YG GROUP certificate of conformity;

(e) packing list;

(f) purchase or shipping records;

(g) inspection report;

(h) laboratory report; or

(i) other available supply-chain records.

A YG GROUP certificate of conformity is not the same as a Manufacturer-issued certificate unless expressly identified as such.

9.4 Packaging

Unless expressly agreed, YG GROUP does not guarantee:

(a) Manufacturer-sealed packaging;

(b) original full reel, tray, tube, carton, or moisture-barrier bag;

(c) uniform lot code;

(d) uniform date code;

(e) specific factory code;

(f) specific country of origin;

(g) original quantity labels; or

(h) unchanged outer packaging.

YG GROUP may repackage Products using commercially reasonable ESD-safe, moisture-protective, anti-static, or transit-protective packaging where necessary for the ordered quantity or safe delivery.

9.5 Date Codes and Lot Codes

Date-code, lot-code, product-age, and lot-homogeneity requirements must be stated before Order acceptance.

Where no such requirement is confirmed, Products may contain different commercially acceptable date codes or lots.

Older date codes, by themselves, do not constitute a defect where Products were properly stored and materially conform to the agreed specifications.

9.6 Manufacturer-Controlled Variations

Manufacturer labels, factory codes, countries of origin, logos, packaging designs, revision markings, assembly locations, and other Manufacturer-controlled details may change without constituting a different Product, provided that the supplied Product carries the ordered Manufacturer part number and materially conforms to the agreed specifications.

YG GROUP will not knowingly substitute a different Manufacturer part number without written Customer approval.

10. Quality Assurance, Inspection, and Documentation

10.1 Quality Controls

YG GROUP will apply commercially reasonable sourcing, supplier-review, handling, and inspection procedures appropriate to the agreed source, Product, risk level, and inspection scope.

The precise inspection or testing scope must be stated in the applicable Order Documents.

10.2 Standard Inspection

Unless otherwise agreed, standard inspection may be limited to commercially reasonable receiving, documentation, quantity, label, packaging, and visual checks.

Standard inspection does not constitute complete electrical testing, destructive analysis, Manufacturer qualification, or testing of every specification in a datasheet.

10.3 Additional Testing

Where requested and accepted, additional inspection or testing may include visual inspection, dimensional inspection, marking review, X-ray inspection, solderability testing, electrical testing, decapsulation, material analysis, programming verification, or other agreed procedures.

Additional testing may:

(a) require additional time and fees;

(b) be performed on a sampling basis;

(c) use a third-party laboratory;

(d) be destructive;

(e) reduce the deliverable quantity; or

(f) make the Products NCNR.

10.4 Sampling

Unless the Order Documents expressly require 100% inspection or testing, quality-control activities may be performed on a sample basis.

A satisfactory sample inspection does not guarantee that every unit is free from every possible defect.

10.5 Inspection Reports

Inspection reports, photographs, test records, and certificates reflect only the scope, sample size, methods, equipment, acceptance criteria, and condition applicable at the time of inspection.

They do not create a warranty beyond the express warranty stated in these Terms.

10.6 Suspected Counterfeit or Non-Authentic Products

If the Customer reasonably suspects that a Product is counterfeit, remarked, altered, or non-authentic, the Customer must:

(a) stop using and distributing the affected Products;

(b) quarantine all affected quantities;

(c) preserve all labels, packaging, shipping records, photographs, and traceability information;

(d) avoid destructive testing unless approved by YG GROUP or reasonably necessary to preserve evidence;

(e) notify YG GROUP promptly in writing; and

(f) follow the RMA and investigation instructions provided by YG GROUP.

The parties may agree to use a qualified independent laboratory. Unless otherwise agreed, the Customer will initially pay the laboratory costs. YG GROUP will reimburse reasonable, pre-approved laboratory costs if the investigation confirms that the Products failed an express authenticity warranty attributable to YG GROUP.

11. Delivery, Incoterms, Risk, and Title

11.1 Delivery Terms

The applicable Incoterm and named place will be stated in the quotation, order confirmation, sales contract, or invoice.

Unless otherwise stated, international deliveries will be made FCA YG GROUP’s designated dispatch location, Incoterms® 2020.

11.2 Estimated Delivery Dates

Shipment dates, delivery dates, lead times, and transit times are estimates unless YG GROUP expressly agrees in writing that a date is guaranteed.

Time is not of the essence unless expressly stated in an Order Document signed by an authorized YG GROUP representative.

YG GROUP is not liable for delay caused by a Manufacturer, supplier, carrier, customs authority, export-control review, security inspection, weather event, port congestion, shortage, allocation, or other circumstance outside its reasonable control.

11.3 Partial and Early Shipments

YG GROUP may make partial, split, or early shipments unless the Customer and YG GROUP expressly agree otherwise.

Each partial shipment may be invoiced separately and must be paid according to the applicable payment terms.

A delay affecting one shipment does not permit cancellation of another shipment or Order.

11.4 Carrier Selection

Where YG GROUP arranges transportation, YG GROUP may select the carrier and routing unless specific instructions are agreed in writing.

Using a carrier account nominated by the Customer, arranging transportation as a convenience, or prepaying freight on the Customer’s behalf does not change the agreed Incoterm or risk-transfer point.

11.5 Shipping Insurance

Transportation insurance is included only if expressly stated in the Order Documents.

Where insurance is not included, the Customer is responsible for arranging appropriate cargo insurance.

11.6 Customs and Import Requirements

Unless the agreed Incoterm provides otherwise, the Customer is responsible for:

(a) import licenses;

(b) customs clearance;

(c) importer-of-record responsibilities;

(d) customs duties and tariffs;

(e) taxes and fees;

(f) local product registrations;

(g) end-use approvals; and

(h) compliance with destination-country requirements.

YG GROUP may assist with shipping and customs documentation but does not provide legal, tax, customs-classification, or regulatory advice.

11.7 Customer-Provided Shipping Information

The Customer is responsible for providing a complete and accurate delivery address, contact information, tax number, importer information, carrier account, delivery instructions, and customs data.

Additional costs resulting from incorrect or incomplete information will be charged to the Customer.

11.8 Risk of Loss

Risk of loss or damage transfers according to the agreed Incoterm.

Where no Incoterm is stated, risk transfers when the Products are delivered to the first carrier at YG GROUP’s designated dispatch location.

11.9 Title

To the extent permitted by applicable law, legal title to the Products remains with YG GROUP until YG GROUP receives full payment of all amounts due for those Products.

Risk may transfer before title.

Until title passes, the Customer must keep the Products identifiable, properly stored, insured, and free from any lien, pledge, or security interest granted to another person.

The Customer grants YG GROUP a security interest in the Products and their identifiable proceeds to secure unpaid amounts, to the extent permitted by applicable law.

11.10 Delayed Acceptance or Collection

If the Customer fails to accept delivery, provide shipping instructions, complete import formalities, or collect the Products when required, YG GROUP may:

(a) treat the Products as delivered;

(b) place the Products in storage at the Customer’s risk and expense;

(c) charge storage, insurance, handling, redelivery, and administrative costs;

(d) require immediate payment; or

(e) after reasonable notice, resell or otherwise dispose of the Products and apply the proceeds against amounts owed.

12. Inspection and Acceptance

12.1 Inspection on Delivery

The Customer must inspect the shipment promptly upon delivery.

Visible shipping damage should be recorded on the carrier’s proof of delivery, air waybill, delivery receipt, or equivalent document before the shipment is accepted.

12.2 Shortage, Wrong Product, and Visible Damage Claims

The Customer must notify YG GROUP in writing within five business days after delivery of any:

(a) quantity shortage;

(b) wrong part number;

(c) wrong package;

(d) visible physical damage;

(e) visibly incorrect labeling;

(f) visibly incorrect packaging; or

(g) other reasonably discoverable discrepancy.

Failure to provide notice within that period constitutes acceptance of the shipment with respect to reasonably discoverable discrepancies, except where mandatory law provides otherwise.

12.3 Latent Defects

A defect that could not reasonably be discovered during receiving inspection must be reported within the applicable Warranty Period and promptly after discovery.

12.4 Use, Processing, and Resale

Except for latent defects, Products are deemed accepted when the Customer:

(a) uses, installs, programs, solders, mounts, processes, modifies, relabels, combines, or resells them;

(b) opens packaging in a manner that affects resale or traceability; or

(c) fails to provide timely notice under Section 12.2.

12.5 Claim Information

A claim must include sufficient supporting information, which may include:

(a) YG GROUP invoice number;

(b) purchase order number;

(c) part number and quantity;

(d) lot and date code;

(e) photographs of the Product and packaging;

(f) original labels;

(g) inspection records;

(h) test conditions and results;

(i) failure rate;

(j) application information;

(k) representative samples; and

(l) a description of storage, handling, soldering, assembly, and operating conditions.

A product failure in the Customer’s application does not by itself establish that the Product was defective when delivered.

12.6 Carrier Damage

Where risk had transferred to the Customer before the loss occurred, the Customer is responsible for filing a claim against the carrier or insurer.

YG GROUP will provide commercially reasonable assistance with supporting documents where available.

13. Limited Product and Service Warranty

13.1 Warranty Period

The applicable warranty period will be stated in the Order Documents.

If no period is stated, the warranty period is ninety calendar days from the date of delivery.

13.2 Express Product Warranty

Subject to these Terms, YG GROUP warrants that, at the time of delivery:

(a) the Products will materially correspond to the Manufacturer part number, quantity, condition, and written description stated in the accepted Order Documents;

(b) Products expressly sold as new and original will, based on YG GROUP’s reasonable sourcing and inspection controls, be genuine, unused Products rather than knowingly counterfeit, remarked, refurbished, or previously used Products; and

(c) the Products will be free from material physical damage caused by YG GROUP before the applicable risk-transfer point.

13.3 Manufacturer Specifications

Where legally required or expressly agreed, YG GROUP warrants that the Products will materially conform to the Manufacturer’s published specifications identified in the Order Documents.

The Customer acknowledges that YG GROUP is generally a distributor or trader rather than the Product Manufacturer and does not control Product design, fabrication, testing methodology, firmware, documentation, or Manufacturer changes.

13.4 Service Warranty

YG GROUP warrants that agreed Services will be performed with commercially reasonable care and in material accordance with the written scope accepted by YG GROUP.

13.5 Manufacturer Warranties

To the extent transferable and available, YG GROUP will pass through to the Customer the benefit of applicable Manufacturer or upstream-supplier warranties.

Manufacturer warranty claims may be subject to the Manufacturer’s own return, testing, documentation, and failure-analysis procedures.

13.6 Remedies

For a valid warranty claim, YG GROUP may, at its option:

(a) inspect or retest the affected Products;

(b) arrange additional testing or Manufacturer review;

(c) repair or rework the affected Products;

(d) replace the affected Products;

(e) reperform the affected Services;

(f) issue a credit; or

(g) refund the price paid for the affected Products or Services.

These remedies are the Customer’s sole and exclusive remedies for breach of warranty, to the maximum extent permitted by law.

A refund may be conditioned on the return of the affected Products.

13.7 Replacement Warranty

A repaired or replacement Product will be covered for the remainder of the original Warranty Period or thirty days after replacement delivery, whichever is longer, unless otherwise stated.

13.8 Investigation

YG GROUP may require reasonable time to investigate a claim and may coordinate with its supplier, the Manufacturer, or an independent laboratory.

The Customer must cooperate with reasonable investigation, testing, traceability, and return requests.

14. Warranty Exclusions and Application Responsibility

14.1 Excluded Conditions

The warranty does not apply to problems caused by:

(a) improper handling, transportation, storage, installation, assembly, testing, maintenance, or use after risk transfers;

(b) electrostatic discharge, electrical overstress, overvoltage, overcurrent, thermal stress, mechanical stress, moisture exposure, contamination, corrosion, or improper grounding;

(c) failure to comply with moisture-sensitivity, baking, floor-life, soldering-profile, storage, ESD, or other handling requirements;

(d) use outside the Manufacturer’s published specifications;

(e) misuse, accident, neglect, abuse, unauthorized repair, modification, rework, reballing, remarking, programming, alteration, or relabeling;

(f) Customer design defects, PCB defects, assembly-process defects, software defects, system incompatibility, or interaction with another component;

(g) normal wear, aging, cosmetic variation, or packaging variation that does not affect agreed functionality;

(h) use of an incorrect, unapproved, or insufficiently qualified alternative Product;

(i) damage caused by a carrier or third party after risk transfers;

(j) counterfeit substitution, commingling, tampering, or loss of traceability after delivery;

(k) failure to preserve representative samples and evidence; or

(l) any condition not attributable to YG GROUP or the Product as delivered.

14.2 No Implied Warranties

Except for the express warranties stated in these Terms and to the maximum extent permitted by applicable law, YG GROUP disclaims all other express, implied, statutory, or collateral warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, and warranties arising from course of dealing, usage of trade, or prior performance.

14.3 Customer Qualification

The Customer is solely responsible for:

(a) selecting the correct Product;

(b) reviewing Manufacturer specifications and warnings;

(c) determining suitability for its intended application;

(d) performing engineering validation;

(e) conducting incoming inspection;

(f) conducting qualification, reliability, and production testing;

(g) complying with industry and regulatory requirements; and

(h) maintaining appropriate quality and traceability records.

YG GROUP’s sourcing, quotation, technical information, inspection, or alternative-part suggestion does not replace the Customer’s engineering and qualification responsibilities.

14.4 Safety-Critical and High-Risk Applications

Unless expressly approved in writing by the Manufacturer and YG GROUP, Products must not be used in an application where Product failure could reasonably result in death, personal injury, serious environmental damage, or substantial property damage.

Such applications may include life-support systems, implantable medical devices, nuclear systems, aircraft flight-control systems, automotive functional-safety systems, emergency-control systems, weapons systems, or other fail-safe applications.

The Customer must notify YG GROUP before ordering Products for a safety-critical or regulated application and must independently confirm that the Manufacturer has qualified the Product for that use.

15. Returns and RMA Procedure

15.1 Prior Authorization Required

No Product may be returned without a Return Material Authorization number issued by YG GROUP.

Issuing an RMA number does not constitute final acceptance of the claim. Eligibility will be determined after inspection, testing, and review.

15.2 RMA Request

An RMA request must be submitted within the applicable inspection or Warranty Period and include the information reasonably requested by YG GROUP.

15.3 Return Instructions

The Customer must:

(a) follow the RMA shipping instructions;

(b) clearly identify the RMA number;

(c) return the exact Products originally supplied by YG GROUP;

(d) include original labels and available packaging;

(e) preserve traceability;

(f) package Products appropriately for ESD, moisture, physical, and transit protection; and

(g) ship within the validity period stated in the RMA authorization.

15.4 Risk During Return

Unless YG GROUP agrees otherwise, the Customer bears the cost and risk of return shipment until the Products are received and accepted by YG GROUP.

Where a valid warranty claim is confirmed, YG GROUP may reimburse reasonable standard return freight that was approved in advance.

15.5 Unauthorized Returns

YG GROUP may reject, return, store, or dispose of unauthorized, late, unidentified, altered, commingled, damaged, or nonconforming returns at the Customer’s cost.

15.6 Convenience Returns

A return for convenience, excess inventory, incorrect Customer ordering, changed demand, project cancellation, or lack of suitability is permitted only with YG GROUP’s prior written approval.

Approved convenience returns must normally:

(a) be requested within thirty calendar days after delivery;

(b) be unused, untested, unprogrammed, and unmodified;

(c) remain in original, unopened, resalable packaging;

(d) retain all labels and traceability;

(e) not be NCNR; and

(f) be subject to any stated restocking, inspection, freight, or administrative charge.

15.7 Non-Returnable Products

Except for valid warranty claims, YG GROUP will not accept returns of NCNR Products, opened moisture-sensitive Products, cut tape, partial reels, programmed Products, tested Products, specially sourced Products, date-code-specific Products, obsolete Products, or Products that cannot be resold as originally supplied.

15.8 Testing Results

If YG GROUP’s inspection reasonably determines that returned Products comply with the Order and warranty, YG GROUP may return the Products to the Customer and charge reasonable testing, handling, storage, and shipping costs.

16. Manufacturer Terms, Software, Lifecycle, and Compliance Data

16.1 Manufacturer Requirements

Products may be subject to Manufacturer terms, restrictions, warnings, licenses, warranty procedures, safety notices, or end-use requirements.

The Customer is responsible for reviewing and complying with applicable Manufacturer documentation.

16.2 Software and Firmware

Software, firmware, development tools, activation codes, and other licensed materials are licensed rather than sold and remain subject to the applicable Manufacturer or licensor agreement.

YG GROUP does not grant rights beyond those provided by the applicable licensor.

16.3 Product Changes and Discontinuance

Manufacturers may revise, replace, discontinue, reclassify, or withdraw Products, specifications, factories, materials, packaging, firmware, documentation, or support.

YG GROUP does not warrant the future availability of identical Products or continued Manufacturer support.

16.4 PCN and EOL Information

Product-change notices, end-of-life notices, last-time-buy information, and lifecycle information will be provided only where available and expressly agreed.

Such information may not be available for independently sourced, obsolete, surplus, or secondary-market Products.

16.5 Regulatory and Customs Information

RoHS, REACH, halogen-free, conflict-minerals, country-of-origin, ECCN, HS or HTS classification, export classification, and similar information may be based on data supplied by the Manufacturer, supplier, laboratory, or public source.

Unless expressly warranted in an Order Document, YG GROUP does not independently certify such information.

The Customer is responsible for determining whether the Products and documentation satisfy the legal and regulatory requirements applicable to its location, final product, industry, and end use.

17. Value-Added and Inspection Services

17.1 Scope

Programming, testing, tape-and-reel, baking, dry packing, labeling, remarking authorized by the Manufacturer, kitting, inspection, screening, and other value-added Services will be performed only according to a written scope accepted by YG GROUP.

17.2 Customer Specifications

The Customer is responsible for the completeness and accuracy of programming files, drawings, test limits, labels, marking instructions, packaging requirements, and other Customer-provided specifications.

YG GROUP is not responsible for errors caused by incorrect or incomplete Customer instructions.

17.3 Approval and Samples

YG GROUP may require the Customer to approve samples, reports, programming checksums, labels, drawings, or test plans before production.

Customer approval constitutes acceptance of the approved characteristics.

17.4 NCNR Status

Products subject to value-added Services will normally become NCNR once the Service has started or the Product can no longer be returned to its original condition.

17.5 Limits of Testing

Unless expressly stated, testing Services do not constitute complete Product qualification, reliability certification, safety certification, or testing of all Manufacturer datasheet parameters.

18. Resale and Downstream Obligations

Where the Customer purchases Products for resale, distribution, integration, or supply to another party, the Customer must:

(a) comply with all applicable distribution, import, export, sanctions, licensing, and product-safety laws;

(b) preserve Product identity and traceability;

(c) avoid making false claims concerning source, authorization, warranty, condition, origin, date code, or Manufacturer affiliation;

(d) pass through applicable Manufacturer licenses, safety warnings, export restrictions, and end-use restrictions;

(e) avoid altering Manufacturer labels or markings in a misleading manner;

(f) refrain from representing itself as YG GROUP’s agent or representative without written authorization;

(g) refrain from providing downstream warranties or commitments on behalf of YG GROUP; and

(h) ensure that no downstream customer terms are imposed on YG GROUP without YG GROUP’s express written consent.

The Customer remains responsible for its downstream customers, representations, sales practices, and contractual commitments.

19. Export Controls, Sanctions, and End Use

19.1 Compliance Obligation

The Customer must comply with all applicable export-control, import-control, customs, economic-sanctions, anti-boycott, trade-restriction, and re-export laws and regulations.

These may include laws applicable in the jurisdiction of YG GROUP, the Product’s country of origin, the shipping location, the destination country, the end-user country, and any country through which the Products are transported or transferred.

19.2 Restricted Parties and Destinations

The Customer represents that neither it nor, to its knowledge, any consignee, purchaser, end user, intermediary, or beneficial owner involved in the transaction:

(a) is a prohibited, denied, blocked, or sanctioned party;

(b) is located in or controlled from a comprehensively restricted territory, except where legally authorized;

(c) will use the Products in violation of applicable sanctions or export laws; or

(d) will divert the Products to an unauthorized destination, party, or end use.

19.3 Prohibited End Uses

The Customer must not directly or indirectly use, sell, export, re-export, transfer, or supply Products for any prohibited nuclear, missile, chemical-weapon, biological-weapon, military, intelligence, surveillance, or other restricted end use without all required legal authorizations.

19.4 End-User Information

YG GROUP may require the Customer to provide:

(a) end-user name and address;

(b) ultimate consignee;

(c) intended end use;

(d) destination country;

(e) export classification;

(f) import or export license;

(g) end-user statement;

(h) sanctions-compliance certification; or

(i) other information reasonably required for trade-compliance review.

The Customer warrants that all such information is complete and accurate.

19.5 Suspension or Cancellation

YG GROUP may delay, suspend, refuse, or cancel a transaction where it reasonably believes that:

(a) a license or authorization is required;

(b) information is incomplete or inaccurate;

(c) a party, destination, route, bank, carrier, or end use creates a compliance risk;

(d) performance may violate applicable law; or

(e) a governmental authority has requested or required suspension.

YG GROUP will not be liable for delay or cancellation resulting from good-faith trade-compliance measures.

The Customer remains responsible for costs caused by inaccurate information, unauthorized diversion, or its failure to obtain required approvals.

20. Anti-Bribery and General Legal Compliance

Each party must comply with applicable anti-bribery, anti-corruption, anti-money-laundering, fraud-prevention, labor, human-rights, environmental, competition, and business-conduct laws.

The Customer must not offer, authorize, request, give, or accept any improper payment, kickback, facilitation payment, secret commission, gift, or other benefit in connection with YG GROUP.

YG GROUP may suspend or terminate a transaction where it reasonably suspects corruption, fraud, money laundering, unlawful sourcing, or other serious misconduct.

21. Confidentiality

21.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other in connection with the website, RFQs, BOMs, quotations, Orders, Products, Services, or business relationship and that:

(a) is identified as confidential;

(b) should reasonably be understood to be confidential; or

(c) derives commercial value from not being generally known.

Customer Confidential Information may include BOMs, forecasts, designs, specifications, project information, end-customer information, pricing targets, and purchasing plans.

YG GROUP Confidential Information may include quotations, pricing, supplier identities, sourcing channels, costs, availability, test methods, inspection records, non-public inventory, commercial terms, and business processes.

21.2 Protection and Use

The receiving party must:

(a) use Confidential Information only for evaluating or performing the relevant transaction;

(b) protect it using at least reasonable care;

(c) disclose it only to personnel, affiliates, suppliers, contractors, laboratories, logistics providers, financing providers, insurers, and professional advisers who need to know it and are subject to confidentiality obligations; and

(d) not disclose it to other third parties without authorization.

21.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

(a) was lawfully known without confidentiality restriction;

(b) becomes public without breach of obligation;

(c) is lawfully received from a third party without confidentiality restriction; or

(d) is independently developed without use of the disclosing party’s Confidential Information.

21.4 Required Disclosure

A receiving party may disclose Confidential Information where required by law, court order, customs authority, regulator, stock exchange, or governmental authority.

Where legally permitted, the receiving party will provide reasonable prior notice.

21.5 Duration

Confidentiality obligations continue for three years after disclosure.

Trade secrets and information that remains legally protectable as a trade secret will be protected for as long as that protection applies.

22. Privacy and Electronic Communications

22.1 Privacy

YG GROUP processes personal information in accordance with its Privacy Policy.

The Customer must ensure that it has a lawful basis to provide business-contact information, end-user information, consignee information, and other personal data to YG GROUP.

22.2 Electronic Communications

The Customer agrees that quotations, invoices, contracts, order confirmations, shipping notices, compliance requests, RMA documents, and other communications may be provided electronically.

Electronic records, electronic signatures, authenticated account actions, and email confirmations may be used as evidence of agreement and transaction history to the extent permitted by law.

22.3 Service and Marketing Communications

YG GROUP may send transactional communications necessary to process RFQs, Orders, payments, shipments, quality claims, or legal obligations.

Marketing communications will be handled in accordance with the Privacy Policy and applicable consent or opt-out requirements.

23. Intellectual Property and Trademarks

23.1 Website Rights

The YG GROUP website, design, layout, software, databases, text, graphics, photographs, videos, logos, product-page structure, and other YG-created content are owned by or licensed to YG GROUP and are protected by applicable intellectual-property laws.

No website content may be reproduced, modified, republished, sold, distributed, scraped, or commercially exploited without permission, except for reasonable internal purchasing use.

23.2 Manufacturer Rights

Manufacturer names, product names, logos, part numbers, images, datasheets, and trademarks belong to their respective owners.

Their appearance on the website is for identification and product-reference purposes and does not imply sponsorship, endorsement, affiliation, or authorized-distributor status.

23.3 Product Intellectual Property

The sale of a Product does not transfer any patent, copyright, trademark, mask-work, design, software, firmware, or other intellectual-property right except the limited right to use the Product in accordance with applicable Manufacturer or licensor terms.

23.4 Customer Materials

The Customer retains ownership of its BOMs, drawings, specifications, software, trademarks, and other materials.

The Customer grants YG GROUP a limited right to use those materials as necessary to quote, source, test, program, label, manufacture, package, deliver, and support the Products or Services requested.

The Customer warrants that such use will not infringe third-party rights.

24. Suspension and Termination

YG GROUP may suspend performance or terminate an Order, account, or business relationship where the Customer:

(a) fails to pay an amount when due;

(b) materially breaches these Terms;

(c) provides false or misleading information;

(d) becomes insolvent, enters liquidation, ceases business, or becomes subject to bankruptcy proceedings;

(e) creates a significant credit or fraud risk;

(f) violates export-control, sanctions, anti-bribery, or other compliance requirements;

(g) misuses the website or YG GROUP intellectual property; or

(h) fails to provide information necessary for performance.

Termination does not affect:

(a) rights and obligations accrued before termination;

(b) the Customer’s obligation to pay amounts already due or irrevocably committed;

(c) NCNR obligations; or

(d) provisions intended to survive, including confidentiality, intellectual property, payment, indemnification, liability limitations, and dispute resolution.

25. Customer Indemnification

To the extent permitted by law, the Customer will defend, indemnify, and hold harmless YG GROUP, its affiliates, officers, employees, and representatives from third-party claims, losses, penalties, fines, damages, and reasonable expenses arising from:

(a) the Customer’s breach of these Terms;

(b) inaccurate Customer specifications or instructions;

(c) the Customer’s design, assembly, integration, marketing, resale, or use of Products;

(d) use in an unauthorized safety-critical or high-risk application;

(e) violation of export-control, sanctions, customs, anti-bribery, or other laws;

(f) unauthorized alteration, relabeling, remarking, repackaging, or resale;

(g) infringement claims arising from Customer-provided designs, software, trademarks, specifications, or materials;

(h) downstream warranties, representations, or commitments made by the Customer; or

(i) personal injury or property damage caused by the Customer’s product, system, process, or misuse of a Product.

YG GROUP will provide reasonable notice of an indemnified claim and permit the Customer to control the defense, provided that the Customer may not settle a claim in a manner that admits wrongdoing by or imposes an obligation on YG GROUP without YG GROUP’s written consent.

26. Limitation of Liability

26.1 Excluded Damages

To the maximum extent permitted by applicable law, neither YG GROUP nor its affiliates, suppliers, officers, employees, or representatives will be liable for any:

(a) indirect, incidental, special, exemplary, punitive, or consequential damages;

(b) loss of profit, revenue, business, opportunity, contract, goodwill, or anticipated savings;

(c) production interruption, line-down loss, manufacturing delay, or downtime;

(d) loss or corruption of data;

(e) recall, field-service, sorting, inspection, removal, reinstallation, repair, rework, or labor costs;

(f) expedited freight or substitute-procurement costs;

(g) damage to reputation or customer relationships; or

(h) claim made against the Customer by its own customer or another third party.

These exclusions apply regardless of the legal theory asserted and even where YG GROUP was advised that such damages were possible.

26.2 Liability Cap

To the maximum extent permitted by law, YG GROUP’s total aggregate liability arising from or relating to a Product, Service, Order, RFQ, or these Terms will not exceed the amount actually paid by the Customer to YG GROUP for the specific affected Products or Services giving rise to the claim.

Multiple claims relating to the same affected Products or Services will not increase this limit.

26.3 Exceptions

Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited, including liability arising from:

(a) fraud;

(b) willful misconduct;

(c) death or personal injury caused by negligence where such liability cannot be excluded; or

(d) another matter for which limitation is prohibited by mandatory law.

26.4 Customer Payment Obligations

Nothing in this Section limits the Customer’s obligation to pay amounts due, comply with intellectual-property restrictions, protect Confidential Information, satisfy indemnification obligations, or comply with export-control and sanctions laws.

26.5 Claim Period

To the extent permitted by applicable law, any claim against YG GROUP must be commenced within twelve months after the claiming party knew or reasonably should have known of the facts giving rise to the claim.

27. Force Majeure

27.1 Force Majeure Event

Neither party will be liable for delay or failure to perform, other than a payment obligation for Products already delivered or Services already performed, where the delay or failure results from circumstances beyond that party’s reasonable control.

Such circumstances may include:

(a) natural disasters, severe weather, earthquake, flood, fire, or explosion;

(b) epidemic, pandemic, public-health emergency, or quarantine;

(c) war, terrorism, civil unrest, riot, sabotage, or piracy;

(d) governmental action, embargo, sanction, export restriction, import restriction, license denial, or regulatory change;

(e) semiconductor shortage, raw-material shortage, foundry disruption, Manufacturer allocation, or Product discontinuance;

(f) supplier or subcontractor failure caused by an event beyond reasonable control;

(g) labor dispute, strike, or lockout;

(h) interruption of electricity, telecommunications, internet, banking, transportation, or utility services;

(i) port congestion, customs delay, carrier delay, route closure, or transportation disruption;

(j) cyberattack, ransomware, or major information-system failure not caused by a failure to use reasonable security measures; or

(k) another event that could not reasonably have been prevented or overcome.

27.2 Mitigation and Notice

The affected party will use commercially reasonable efforts to mitigate the effects and resume performance.

27.3 Allocation and Extended Delay

During a shortage or allocation, YG GROUP may distribute available Products among customers in a commercially reasonable manner.

If a Force Majeure Event continues for more than sixty days, either party may cancel the affected unperformed portion by written notice, subject to any irrevocable NCNR commitment previously authorized by the Customer.

28. Governing Law and Dispute Resolution

The bracketed jurisdiction information below must be confirmed before publication.

28.1 Governing Law

These Terms and each Order are governed by the laws of Hong Kong Special Administrative Region, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

28.2 Good-Faith Negotiation

Before starting formal proceedings, the parties will attempt in good faith to resolve the dispute through negotiations between authorized business representatives.

28.3 Arbitration

Any dispute, controversy, or claim arising from or relating to these Terms, an Order, a Product, a Service, or the parties’ business relationship that is not resolved through negotiation will be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under its rules in effect when the arbitration begins.

The seat of arbitration will be Hong Kong.

The tribunal will consist of one arbitrator unless the parties agree otherwise.

The arbitration language will be English.

The arbitral award will be final and binding and may be enforced in any court of competent jurisdiction.

28.4 Interim Relief and Debt Collection

Nothing prevents either party from seeking urgent interim or injunctive relief from a competent court.

YG GROUP may also pursue undisputed overdue payment or debt-collection proceedings in any court having jurisdiction over the Customer or its assets.

29. Notices

Formal legal notices must be in writing and sent to the addresses stated in the applicable Order Documents or to the contact details in Section 33.

Notices may be delivered by:

(a) internationally recognized courier with delivery confirmation;

(b) registered or certified mail; or

(c) email with evidence of transmission to the designated legal-notice email address.

Routine RFQ, Order, shipment, quality, payment, and customer-service communications may be sent through ordinary business email, account messaging, electronic procurement systems, or other agreed communication channels.

30. Assignment and Subcontracting

The Customer may not assign, transfer, novate, delegate, or otherwise dispose of an Order or its rights and obligations without YG GROUP’s prior written consent.

YG GROUP may:

(a) assign an Order to an affiliate;

(b) assign payment rights or receivables to a bank, insurer, financing provider, or collection agent;

(c) use affiliates, suppliers, laboratories, logistics providers, and other qualified subcontractors; or

(d) assign these Terms in connection with a merger, reorganization, sale of business, or transfer of relevant assets.

Use of a subcontractor does not relieve YG GROUP of obligations that expressly remain its responsibility under an accepted Order.

31. Independent Parties, Waiver, and Severability

The parties are independent contractors.

Nothing in these Terms creates a partnership, joint venture, franchise, fiduciary relationship, agency, employment relationship, or authority for one party to bind the other.

Failure or delay in enforcing a right does not waive that right.

A waiver is effective only if made in writing by an authorized representative.

If any provision is found invalid or unenforceable, it will be enforced to the maximum lawful extent, and the remaining provisions will continue in effect.

No person other than the parties and expressly protected YG GROUP affiliates has any right to enforce these Terms, except where applicable law requires otherwise.

32. Entire Agreement and Changes

32.1 Entire Agreement

The accepted Order Documents and these Terms constitute the entire agreement concerning the relevant transaction and replace prior discussions, proposals, representations, emails, and understandings concerning that transaction.

The Customer acknowledges that it has not relied on any statement that is not expressly included in the accepted Order Documents.

32.2 Amendments to an Order

An accepted Order may be amended only through a written agreement issued or approved by authorized representatives of both parties.

A Customer purchase-order revision does not amend an Order unless YG GROUP accepts it in writing.

32.3 Changes to Website Terms

YG GROUP may update these Terms by posting a revised version on the website.

Updated website-use terms apply from the stated effective date.

For an accepted Order, the version in effect when the Order was accepted will continue to apply unless the parties agree otherwise or a change is required by mandatory law.

33. Language and Contact Information

33.1 Controlling Language

These Terms may be translated for convenience.

In the event of inconsistency, the English version will control, except where applicable law requires another language to prevail.