Terms and conditions

1. Acceptance of Terms

All sales of products or services are expressly conditioned on the Buyer’s acceptance of these Terms and Conditions. Any additional or conflicting terms proposed by the Buyer are rejected unless agreed to in writing by the Seller. Submission of an order constitutes acceptance of these Terms.

2. Definitions

Buyer: The entity purchasing Products or Services.
Seller: The entity providing Products or Services.
Contract: The agreement between Buyer and Seller, including these Terms, quotations, and order confirmations.
Products: Equipment, materials, and goods supplied, including software where applicable.
Services: Work performed by the Seller.
Software: Embedded or provided software related to the Products.
Third-Party: External suppliers or providers not owned by the Seller.

3. Delivery and Shipping

Delivery terms are Ex Works or FOB shipping point, depending on location. The Buyer is responsible for shipping costs unless otherwise agreed. Delivery dates are estimates. Risk of loss transfers to the Buyer upon delivery.

4. Orders, Cancellations, and Returns

Orders may only be canceled with written consent from the Seller and may incur cancellation fees. Returns require prior approval and may be subject to restocking charges. Custom products are non-returnable.

5. Pricing and Payment

Prices are subject to change without notice. Payment terms are net 30 days unless otherwise agreed. Late payments may incur interest and collection costs. Taxes, duties, and shipping costs are the responsibility of the Buyer.

6. Title and Security Interest

Ownership transfers upon delivery; however, the Seller retains a security interest in the Products until full payment is received.

7. Warranty Disclaimer

Products are warranted only to meet Seller specifications at the time of sale. No other warranties, express or implied, including merchantability or fitness for a particular purpose, are provided. Improper use voids any warranty.

8. Limitation of Liability

The Seller’s liability is limited to the amount paid for the Products or Services. The Seller is not liable for indirect, incidental, or consequential damages, including loss of profit or business interruption.

9. Indemnification

Each party agrees to indemnify the other against third-party claims resulting from negligence.

10. Intellectual Property and Software

All intellectual property remains the Seller’s property. Software is licensed on a limited, non-transferable basis and may not be modified or reverse-engineered.

11. Compliance with Laws

The Buyer is responsible for complying with all applicable laws, including export regulations. The Seller does not guarantee compliance in all jurisdictions.

12. Force Majeure

The Seller is not liable for delays or failure caused by events beyond its control, including natural disasters, war, or supply disruptions.

13. Termination

The Seller may terminate the agreement if the Buyer fails to meet payment or contractual obligations.

14. Confidentiality

All confidential information must be protected and used only for the purpose of the agreement.

15. Governing Law and Dispute Resolution

The agreement is governed by applicable U.S. or Canadian law depending on the Buyer’s location. International disputes may be resolved through arbitration.

16. General Provisions

Amendments must be in writing
No waiver unless stated in writing
Invalid provisions do not affect the rest of the agreement
This document represents the entire agreement between the parties

17. Product-Specific Notices

Devices may contain trace mercury and ozone
UV exposure precautions must be followed
Products are intended for commercial use only