Terms and conditions

1. ACCEPTANCE

If Seller accepts Customer’s offer, it will do so only pursuant to these Terms and Conditions. Any preprinted terms and conditions on any purchase order or other form document provided by Customer shall be without force and effect. Seller don’t accept additional Terms and Conditions. Seller may deposit any monies received from Customer, pending a determination of whether Seller will accept Customer’s offer, and such act shall not constitute acceptance. If Seller rejects Customer’s offer, then Seller shall remit, without interest, all such monies.

2. TAXES

The Purchase Price does not include any federal, state, or local property tax, license, privilege, sales, use, excise, gross receipts, value added, or other taxes that may now or hereafter be applicable to, measured by, or imposed upon, or with respect to, any transaction or any property (including without limitation its sale, its value, or its use). Customer agrees to reimburse Seller for any Taxes that Seller is required to pay. The sum of the Purchase Price and all other amounts due and payable to Seller set out in the purchase order, including but not limited to Taxes and Sales Taxes, shall be referred to as the “Full Purchase Price”.

3. TECHNICAL DOCUMENTATION AND SPECIAL ORDERS

The Seller reserves property rights on all documents, drawings and data provided to Customer. These documents must be used only for their agreed purpose, and cannot be transferred by Customer to any third party without the expressed consent of Seller. Unauthorized transfers of documents may result in legal action. Illustrations and photographs, drawings and measurements or informational materials and offers are considered indicative and not binding for Seller.

4. LIABILITY WAIVER AND INDEMNIFICATION

(a) Liability Waiver
Customer acknowledges that Seller is not affiliated with Customer in any way and that Seller does not warrant against and shall not be responsible for any economic loss, property damage, product liability or personal injury, claimed by Customer, its agents, employees, insurance carriers, subrogates, successors, or assigns, arising out of the use of the products.

(b) Customer Responsibilities
Customer has the sole responsibility for the operation and maintenance of the products and use of all available safety equipment and for complying with all requirements of OSHA and any other state or federal safety laws or regulations as they may pertain to the products.

(c) Indemnification
Customer acknowledges and agrees that Seller shall not be liable in any manner for and that Customer shall defend, indemnify, and hold Seller harmless from and against any and all claims, causes of actions, suits, proceedings, costs, fees, damages, penalties, losses, liabilities, and expenses, including reasonable attorneys’ fees and litigation expenses, of any kind arising out of or attributable to Customer’s or its agents’ (i) negligence, willful, or intentional action or inaction, (ii) misuse or unauthorized modifications, repairs, or alterations to the products, (iii) improper storage, maintenance or operation of the products, and (iv) failure to strictly follow, implement and abide by all applicable operating instructions, safety instructions, maintenance instructions, training recommendations, manuals, warnings, laws, or regulations.

5. DELIVERIES AND SHIPPING

(a) Unless otherwise stated in the Price Quotation or agreed in writing between the parties, the Shipping Date is approximate and is contingent upon prompt receipt of all necessary information and payments as agreed in the purchase order. Seller may ship early. Seller is not obligated to ship the goods until Seller has received the Purchase Price.

(b) If Customer requests a delay in the Shipping Date or fails to take delivery, the risk and/or responsibility for the care of the goods shall remain with Seller, and Customer shall pay Seller for costs incurred by Seller because of such delay or failure, including but not limited to warehousing, storage, and insurance.

(c) If Customer requests that the Shipping Date be delayed by more than thirty (30) days, then Seller may: (i) cancel the order, (ii) retain any amounts previously received or the Price Quotation up to the Down Payment, which Customer agrees is reasonable and just compensation for Seller’s damage and not a penalty, (iii) sell the products to another party, and (iv) charge Customer for further damages, if applicable.

6. FORCE MAJEURE

(a) Seller shall not be liable or otherwise responsible for any default or delay in performance attributable to Force Majeure. “Force Majeure” shall mean acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, quarantine restrictions, factory conditions, strikes, labor disputes, delays in transportation, shortage of transport vehicles, labor or materials, or any other circumstances or causes beyond Seller’s reasonable control.

(b) If Seller’s performance is delayed by any such cause, the Shipping Date will be extended by a period reasonably necessary to overcome the effect of such delay.

7. TERMS OF PAYMENT

(a) Payment and Due date
Customer shall pay all amounts payable to Seller when due as set out in the purchase order, time being the essence thereof.

(b) Additional Cost and Charges
The Purchase Price does not include any possible costs for packaging, unless otherwise agreed in writing with Customer. Seller reserves the right to communicate changes of the Purchase Price if Customer requests changes after the order or after accepting the final layout. If the Purchase Price is denominated in a currency other than US DOLLARS, possible variations relating to exchange fluctuations may apply.

(c) Late Payments and Interest
If full payment is not received when due, then (without prejudice to the right of Seller to immediate payment) Seller shall be entitled to (i) suspend ongoing supplies to Customer, regardless of whether they relate to the defaulted payment, and (ii) change payment terms and discounts applied to subsequent supplies, without limiting the right to request for advance payments or delivery of additional guarantees. Customer shall pay interest at the rate of the lesser of 2% percent per month or the maximum rate permitted by law.

(d) Advance Payment
Seller shall have the right to require full or partial payment in advance at any time if, in its sole discretion, the financial condition of Customer or other circumstances warrant. Without limiting the foregoing, should Customer (i) commence voluntary bankruptcy or similar proceedings, (ii) consent to, or fail to consent in a timely and appropriate manner, any involuntary bankruptcy or similar proceedings, (iii) become insolvent, or (iv) admit its inability to pay its debts, then Seller shall have the right to cancel any order and recover damages from Customer.

(e) Ownership of Goods
Goods shall remain Seller’s property until Customer’s fulfillment of its payment obligations as set out in the purchase order.

8. RISK OF LOSS AND INSURANCE

(a) Risk of loss of the goods shall pass from Seller to Customer in accordance with the Incoterm set out in the purchase order.

(b) The following items are excluded from Purchase Price: (i) supply of spare parts, unless specified otherwise, and (ii) any other supplies and services not expressly specified.

9. WARRANTY AND LIMITATION OF LIABILITY

(a) Seller warrants, for a period of one (1) year beginning on the date on which Seller receives the Full Purchase Price (the “Warranty Period”), that the products will be free of defects in workmanship and materials. This warranty does not include parts consumed during normal operation (wearable items), working units, or maintenance required in the ordinary course of operation. Notwithstanding any other provision set out in the purchase order, Customer has no right to assert a warranty claim, and Seller has no obligation to honor a warranty claim until the Full Purchase Price has been paid to Seller. If any failure to conform to this warranty occurs within the Warranty Period and the Full Purchase Price has been paid to Seller, then upon prompt written notification and written substantiation by Customer that the goods has been stored, operated, and maintained in accordance with all instructions of Seller (including but not limited to the use of recommended tooling) and with standard industry practice, Seller shall take the action described in this Section 9 (a). If, upon receiving the aforementioned notification, Seller concludes that the warranty claim is valid and can be remedied by replacing one or more parts of the product and said replacement does not require a significant time commitment, then Seller shall, at its expense, ship said part or parts to Customer and provide Customer the telephonic consultation necessary to assist Customer in replacing said part or parts. If such replacement fails to correct the nonconformity, or if, upon receipt of the aforementioned notification, Seller concludes that the nonconformity is a valid warranty claim and cannot be remedied as described above, then Seller shall, at its expense, perform, or direct subcontractors to perform, all work necessary to correct such nonconformity by either repairing or, at Seller’s option, replacing or refunding any defective work or materials. Customer acknowledges and agrees that under no circumstances Seller will repair the product at Customer’s site. Any repairing of the product shall be conducted at Seller’s premises. This warranty shall not obligate Seller to perform any work required to provide access to a defect, including but not limited to the removal, disassembly, replacement of the product, or any materials, or structure that are not part of the product, if such activities must be undertaken to provide such access to the defect. If Customer improperly alters, repairs, operates or maintains the product, then the warranty set forth in this Section 9 shall be void.

(b) THE WARRANTY PROVIDED BY SELLER PURSUANT TO THIS SECTION 9 IS CONDITIONAL UPON RECEIPT BY CUSTOMER OF A WRITTEN NOTICE OF THE ALLEGED NON-CONFORMITY NO LATER THAN 5 DAYS FROM THE DELIVERY OF THE PRODUCT OR FROM WHEN THE ALLEGED NON-CONFORMITY IS DISCOVERED.

(c) If Customer makes a warranty claim that proves to be invalid, excluded, or outside the warranty coverage, then Costumer shall pay Seller all of Seller’s expenses incurred in connection with the investigation of said invalid claim and any work performed by Seller.

(d) THE REMEDY SET FORTH IN THIS SECTION 9 IS THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER AGAINST SELLER, INCLUDING WITHOUT LIMITATION FOR ANY AND ALL ALLEGED DEFECTS OR NONCONFORMITIES WITH THE PRODUCT. Fulfilling its obligations stated in Section 9(a) shall constitute complete performance of all the obligations and liabilities of Seller to Customer, regardless of whether a claim is based in contract law, tort law (including negligence, failure to warn, strict liability or otherwise), or any other legal theory.

(e) THE WARRANTY SET FORTH IN SECTION 9 IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED. EXCEPT AS SET FORTH IN SECTION 9, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FURTHER, SELLER MAKES NO WARRANTIES THAT DURING THE WARRANTY PERIOD THE PRODUCT WILL PERFORM ACCORDING TO THE SPECIFICATIONS SET FORTH IN THE PRICE QUOTATION. Any other oral or written statements, whether contained in general advertising or other printed material, do not constitute warranties, and Customer agrees that it is not part of the purchase order in reliance upon any such statements.

(f) Seller shall not be liable for any special, indirect, incidental, or consequential damages of Customer, including but not limited to any loss of use or under-utilization of labor or facilities or any loss of revenue or anticipated profits, regardless of whether such purported liability is based in contract law, tort law (including negligence, failure to warn, strict liability or otherwise), or any other legal theory.

(g) Under no circumstances shall Seller’s liability to Customer exceed the Purchase Price. The warranty is limited to correct the nonconformity of the product. Seller will promptly correct the nonconformity according to a schedule agreed with Customer and will have the right to request prompt return of the replaced parts from Customer.

(h) Customer’s failure to comply with the conditions set out in the purchase order(including but not limited to timely payment of the Full Purchase Price if the acquisition is a Purchase) shall, inter alia, render the warranty set forth in this Section 9 voidable at Seller’s discretion; provided, however, the provisions of Sections 9 (c)-(h) still apply.

10. DEFAULT

(a) Customer shall be deemed in default of the purchase order if any one or more of the following occur: (i) Customer refuses or communicates an intent to refuse acceptance of delivery of the goods; (ii) Customer fails to make any payment when due; (iii) Customer breaches any other agreement with Seller; (iv) Seller, at Seller’s option, deems itself insecure; or (v) Customer breaches any provision of the purchase order.

(b) If Customer is in default pursuant to this Section 10, then upon written demand by Seller to Customer, Seller shall have the right to immediate possession of the goods. Customer agrees to peacefully tender to Seller. Alternatively at the sole discretion of Seller, the entire unpaid balance shall become immediately due and payable. The standard by which fulfillment of rights and duties is to be measured shall be in the reasonable commercial judgement of Seller.

(c) A waiver by Seller of any breach or default shall not constitute a waiver of any other prior or subsequent breach or default.

(d) If Seller prevails in any legal action, arbitration or other proceeding, then Customer shall reimburse Seller for Seller’s reasonable attorney’s fees, court costs, litigation expenses, and any other costs that Seller incurs in connection with such proceeding, including but not limited to costs of collection. This relief is in addition to any other relief to which Seller is entitled.

11. MINIMUM ORDER

No orders are accepted for amounts less than 250.00 USD, subject to our acceptance by means of an order confirmation, in which case we may charge in the invoice an administrative fee of 50.00 USD.

12. RESPONSIBILITIES

(a) Seller is not responsible for physical factors beyond the scope of the product. These factors include, but are not limited to, local electrical codes, local building codes, local installation codes such as earthquake or hurricane codes.

(b) Any site inspection, modification or remedy required by any state, federal or local authority is the Customer’s sole responsibility.

(c) Customer is solely responsible for selecting the location of the product and for insuring that only properly trained personnel are permitted to operate and maintain the product.

13. ASSIGNMENT

The rights and liabilities of the parties to the purchase order shall inure to the benefit of, and be binding upon, their respective successors and assigns, although neither the purchase order nor the rights or obligations of Customer under the purchase order shall be assignable or transferable, either in whole or in part, without the prior written consent of Seller (which consent can be granted or withheld at the sole discretion of Seller).

14. WAIVER

No waiver by either party of any breach or obligation of the other party shall constitute a waiver of any other prior or subsequent breach of obligation.

15. GOVERNING LAW

Any disputes arising out of the purchase order or the product shall be governed, construed, and enforced by the laws of the State of Delaware.

16. ARBITRATION

Disputes arising out of, in connection with, or relating to the purchase order or the product may, at the discretion of the Seller, be resolved by arbitration before a single arbitrator. Such arbitration shall be conducted in Wilmington, Delaware, United States, by the International Chamber of Commerce (“ICC”) and in accordance with its rules of arbitration, as from time to time amended. The decision of the arbitrator shall be issued within six (6) months of the commencement of the arbitration, shall be in writing, shall be signed by the arbitrator, and shall include findings of fact and a statement regarding the reasons for the arbitrator’s decision. The arbitrator shall not have the authority to award punitive or exemplary damages.

17. ENTIRE AGREEMENT AND MODIFICATION

The purchase order and the Price Quotation set forth the entire agreement and understanding between the parties on the subject matter hereof and supersede all prior discussions, negotiations, and/or written or verbal agreements between them. Customer acknowledges that neither Seller nor anyone on Seller’s behalf has made any representation, inducements, promises, or agreements, orally or otherwise, relating to the subject matter of the purchase order or the Price Quotation that are embodied herein. Neither of the parties shall be bound by any conditions or definitions with respect to the subject matter hereof, other than as provided herein. No change or modification of purchase order shall be valid unless the modification is in writing and signed by both parties. Such modifications signed shall be considered part of this agreement and shall have the same legal effect as the original agreement.

18. SEVERABILITY

An arbitral, judicial or administrative declaration in any jurisdiction of the invalidity of any one or more of the provisions of purchase order shall not invalidate the remaining provisions of the purchase order in any jurisdiction, nor shall such declaration have any effect on the validity or interpretation of the purchase order outside that jurisdiction.