Terms and Conditions of Sale - USA

These Terms and Conditions govern all sales transactions between the Seller and Buyer. By placing an order or using the Seller's website, the Buyer agrees to these Terms and Conditions, including any documents incorporated by reference. This agreement constitutes the entire contract between the Seller and Buyer, superseding all previous agreements, unless expressly agreed in writing.

1. Acceptance of Terms
   By placing an order, Buyer agrees to be bound by these Terms and Conditions. These Terms and Conditions, including any documents incorporated by reference, constitute the entire agreement between Buyer and Seller. They supersede all prior agreements, representations, or understandings, whether oral or written, unless otherwise agreed in writing by both parties.

2. Product Warranty
   Seller warrants that the Products will be free from defects in material and workmanship for a period of twelve (12) months from the date of shipment. This warranty does not cover normal wear and tear, misuse, unauthorized modifications, improper operation, or failure to follow the manufacturer's instructions.

   • Disclaimer of Warranties: All other warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, are hereby disclaimed to the extent permitted by law.
   • In the event of a warranty claim, Buyer must notify Seller in writing within the warranty period. Remedies may include, at Seller's discretion, repair, replacement, or refund of the defective product.
3. Product Use and Operator Qualifications
   Buyer acknowledges that the Products are intended for use by qualified operators and in accordance with the manufacturer's instructions. Seller shall not be liable for any damages, injuries, or delays arising from misuse, improper operation, unauthorized modifications, or failure to adhere to operational guidelines.
4. Limitation of Liability
   To the maximum extent permitted by law, Seller’s liability for any claim arising from the sale or use of Products is limited to the purchase price of the defective Product. Seller shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to lost profits, business interruption, or personal injury, except where prohibited by law.
5. Delivery Terms
   Delivery terms are CIF (Cost, Insurance, and Freight) to the Buyer's nearest seaport unless otherwise specified in writing. Seller will insure the Products to the port of destination. Once the Products reach the designated port, risk of loss transfers to the Buyer. For deliveries requiring overland transport to Buyer’s premises, such transport and associated risks must be specified in writing.

6. Payment Terms
   Payment terms are as follows:

   • 30% upon order placement
   • 60% prior to shipment
   • 10% upon delivery (default is receipt at port unless specified otherwise in writing)

   Payment is due within fourteen (14) days of the invoice date. Overdue balances will incur an interest charge of 1.5% per month (18% annually), or the highest rate permissible by applicable law, whichever is lower.

7. Returns and Refunds
   Due to the custom nature of our Products, returns are limited. In the event of a defect, Seller will, at its discretion, repair, replace, or issue a refund. Buyer must notify Seller of any defect within seven (7) days of receipt of the Product. Seller may require inspection or return of the Product before processing any remedy.
8. Intellectual Property
   Buyer acknowledges that all intellectual property rights in the Products, including but not limited to designs, engineering drawings, and software, remain the exclusive property of Seller or its licensors. Buyer agrees not to copy, modify, or distribute any intellectual property without Seller’s prior written consent. Confidentiality and non-disclosure obligations apply to any proprietary information disclosed by Seller.
9. Governing Law
   These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.
10. Dispute Resolution
    Any dispute arising out of or in connection with these Terms and Conditions shall be resolved in the state or federal courts located in the State of Delaware. Both parties agree to submit to the exclusive jurisdiction and venue of these courts and waive any objections based on jurisdiction or venue.
11. Force Majeure
    Seller shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, war, government actions, pandemics, or other events of a similar nature. In such cases, Seller's performance obligations will be suspended for the duration of the event causing the delay.
12. Confidentiality
    Both parties agree to maintain the confidentiality of any non-public information disclosed during the course of business, including but not limited to pricing, product specifications, and trade secrets. Neither party shall disclose such information to any third party without prior written consent, except as required by law or to enforce these Terms and Conditions.
13. Severability
    If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the original intent.
14. No Waiver
    Failure by Seller to enforce any provision of these Terms and Conditions shall not be construed as a waiver of that provision or any other provision.
15. Amendments
    Any amendments or modifications to these Terms and Conditions must be made in writing and signed by both parties. No verbal agreements or modifications will be recognized unless confirmed in writing.
16. Assignment
    Buyer may not assign or transfer any rights or obligations under these Terms and Conditions without the prior written consent of Seller. Seller may assign its rights and obligations to an affiliate or successor without prior notice.

17. Changes in Cost Factors

    The Buyer acknowledges that certain external cost components—such as, but not limited to, shipping charges, freight surcharges, taxes, tariffs, customs duties, and storage or warehousing fees—are subject to change and may fluctuate between the time of order placement and final delivery. In the event of any such increases in cost beyond Seller’s control, including those imposed by carriers, governmental authorities, or third-party service providers, such additional costs shall be for the Buyer's account.

    Seller will make reasonable efforts to notify Buyer of any such changes in cost as they arise. Failure to notify shall not relieve Buyer of its obligation to pay such increased costs. Any additional charges incurred will be invoiced to the Buyer and are payable in accordance with the Payment Terms stated herein.