1. Formation of Contract

1.1 Offer and Acceptance 

All quotations, offers, and proposals provided by Seller are non-binding until accepted by Buyer in writing and confirmed by Seller in writing. Buyer’s issuance of a purchase order or acceptance of a quotation constitutes an offer to purchase under the terms of this Agreement. No contract exists until Seller accepts Buyer’s offer through written confirmation or shipment of the Products. 

 1.2 Conflicting Terms

The terms of this Agreement shall govern the transaction between the parties. Any conflicting or additional terms included in Buyer’s purchase orders or other communications are expressly rejected and shall have no effect unless accepted by Seller in a writing. Acceptance of any Products by Buyer shall constitute acceptance of these terms. 

2. Prices and Payment Terms

 2.1 Pricing

Prices for the Products shall be as set forth in Seller’s applicable quotation, order confirmation, or invoice. All prices are subject to change without notice prior to acceptance by Seller. Seller reserves the right to adjust prices due to fluctuations in the costs of raw materials, labor, transportation, and other factors beyond its control. Unless otherwise stated, prices are exclusive of applicable taxes, duties, shipping, and handling charges. 

2.2 Payment Terms

Payment for Products is due net 30 days from the date of Seller’s invoice unless otherwise agreed in writing. Payment shall be made in U.S. dollars, and Buyer shall be responsible for all banking fees and currency conversion charges, if applicable. Buyer shall not offset or deduct any amounts owed to Seller without Seller’s prior written approval. 

 2.3 Late Payment

In the event that Buyer fails to make payment when due, Seller may, without prejudice to any other rights, charge interest at a rate of 1.5% per month or the maximum rate allowed by law, whichever is lower, on any overdue amounts. Seller reserves the right to suspend further deliveries or to terminate the Agreement if payment is not received within a reasonable time. 

3. Taxes and Delivery Costs 

3.1 Taxes

All prices are exclusive of sales, use, excise, value-added, and other taxes. Buyer agrees to pay all taxes imposed on the sale, use, or delivery of the Products. Buyer shall furnish Seller with any applicable tax exemption certificates prior to shipment. Failure to provide such certificates will result in the imposition of applicable taxes, which Buyer agrees to pay. 

3.2 Delivery Costs   

Unless otherwise stated, Buyer shall be responsible for all shipping, freight, and handling costs. Seller shall have sole discretion in selecting the carrier and routing the delivery unless otherwise agreed in writing by both parties. For cross-border transactions, both parties agree to comply with all applicable customs and tariffs laws. Buyer shall be responsible for obtaining any necessary import licenses and paying all import duties, taxes, and related fees, unless otherwise agreed in writing. 

4. Delivery, Risk of Loss, and Title Transfer 

4.1 Delivery and Shipping Terms   

Delivery dates provided by Seller are estimates only and are subject to change based on availability of Products and other factors. Seller shall use commercially reasonable efforts to meet the estimated delivery dates and shall notify Buyer of any significant delays. Unless otherwise agreed, Seller shall deliver the Products within 30 days of order confirmation. Seller shall not be liable for delays in delivery beyond its reasonable control. Buyer may not cancel, push-out, or reschedule any purchase order placed, without Seller’s prior written consent.  Unless otherwise agreed, all Products are delivered Ex works Seller’s facility. Buyer assumes all risks of loss or damage to the Products upon delivery to the carrier. 

4.2 Risk of Loss   

Risk of loss, theft, or damage to the Products shall pass to Buyer upon delivery of the Products to the carrier, regardless of whether Seller has arranged for or paid for shipping. Buyer shall be responsible for making any claims against the carrier for loss or damage. 

4.3 Transfer of Title   

Title to the Products shall transfer to Buyer only upon full payment of the purchase price. Seller retains a security interest in the Products until full payment is received. Buyer agrees to execute any documents necessary to perfect Seller’s security interest. 

 5. Inspection, Acceptance, and Custom Products 

5.1 Inspection

Buyer shall inspect the Products immediately upon receipt. Any claims for shortages, defects, or non-conformance must be made in writing within three (3) business days of receipt. Failure to notify Seller within this period shall constitute unqualified acceptance of the Products and waiver of any claims relating to the Products. 

5.2 Non-Conforming Products  

In the event that the Products do not conform to the specifications in the applicable order, Seller shall, at its option, repair or replace the non-conforming Products or issue a credit to Buyer’s account. This remedy is Buyer’s exclusive remedy for any non-conforming Products, and Seller shall not be liable for any incidental or consequential damages resulting from non-conforming Products. 

5.3 Definition of Custom Products

For the purposes of this Agreement, "Custom Products" are defined as any Products that are specially ordered, designed, manufactured, or modified to meet the Buyer’s specific requirements. Custom Products include, but are not limited to, those with special dimensions, materials, configurations, branding, or specifications that differ from standard or catalog items offered by Seller. 

5.4 Non-Cancellable and Non-Returnable (NCNR) Policy

Buyer acknowledges and agrees that all orders for Custom Products are non-cancellable and non-returnable. Once an order for Custom Products is placed and confirmed by Seller, Buyer may not cancel the order, and the Products cannot be returned for a refund or credit under any circumstances. This policy reflects the unique nature of Custom Products and the resources committed by Seller to produce them according to Buyer’s specifications. 

5.5 Acknowledgement and Acceptance

By ordering Custom Products from Seller, Buyer signifies its understanding and acceptance of this NCNR policy. Buyer acknowledges that this policy is a crucial element of the Agreement for the sale of Custom Products and agrees to be bound by its terms.

6. Warranty

6.1 Limited Warranty

Seller warrants that for a period of three (3) year from the date of delivery (i) all Products will be free from defects in materials and workmanship, and will be merchantable and fit for their particular purpose; (ii) all Products will conform to and perform in accordance with all specifications, drawings, samples and other requirements referred to in the Terms and Conditions of Sale, and any relevant Purchase Order; (iv) all Products will be manufactured, produced, labeled, and delivered to Buyer in compliance with all applicable laws and regulations; and (vi) no Product will infringe or misappropriate any intellectual property rights. If Buyer requests, Supplier will provide all information, documents, and certifications that Buyer reasonably requires to evidence Supplier’s compliance with Supplier’s warranties. 

6.2 Disclaimer of Implied Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 

6.3 Exclusions

This warranty does not cover defects or damage caused by improper installation, misuse, neglect, unauthorized repair, or modifications. Buyer’s remedies for breach of warranty shall be limited to repair or replacement, at Seller’s discretion, of the defective Products. In any event, Seller’s liability shall not exceed the price paid for the Products.

6.4 Warranty Claims Process

To make a warranty claim, Buyer must notify Seller in writing within thirty (30) days of discovering the defect. The notice must include a detailed description of the defect and any supporting documentation. Seller will respond to the claim within fifteen (15) business days of receipt and issuance of a Returned Material Authorization form. If the claim is valid and is made during an applicable warranty period, Buyer will return defective Product to Seller using DDP Incoterm 2020 (Seller’s dock) at either (a) the location where manufactured or (b) Seller’s designated repair location.  Seller will, at its discretion, repair or replace the defective Products within a reasonable time frame.  The risk of loss of the goods shipped or delivered to Seller’s dock or repair location for repair or replacement will be held by Buyer. 

6.5 Warranty No Trouble Found 

If it is found that any Product has been returned without cause and is still serviceable, Buyer will be notified as No Trouble Found and the Product will be returned at Buyer’s expense.  A charge for testing and examination may, in Seller’s sole discretion, be made on Products so returned. 

7. Limitation of Liability

7.1 Limitation of Damages

UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

7.2 Cap on Liability

Seller’s total liability to Buyer for any and all claims arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the amount paid by Buyer for the Products giving rise to the claim. 

8. Force Majeure

Seller shall not be responsible or liable for any delay or failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, strikes, labor disputes, war, civil unrest, government regulations, and supply chain disruptions. In the event of such a force majeure event, Seller shall notify Buyer as soon as practicable and may extend the delivery date or terminate the Agreement without liability. 

9. Termination and Cancellation

9.1 Termination by Seller

Seller may terminate this Agreement immediately upon written notice to Buyer if Buyer fails to comply with any material term or condition of this Agreement, including failure to make timely payments. 

9.2 Cancellation by Buyer

Buyer may not cancel any order without the prior written consent of Seller. Should Seller consent to such cancellation, Buyer shall be responsible for any costs incurred by Seller due to the cancellation, including but not limited to material costs, restocking fees, and a cancellation fee of 10% of the total order value. 

10. Indemnification

Buyer agrees to indemnify, defend, and hold harmless Seller, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees, arising out of or in connection with Buyer’s use, resale, or distribution of the Products. 

11. Intellectual Property Rights

All intellectual property rights, including but not limited to trademarks, copyrights, patents, and trade secrets related to the Products, shall remain the exclusive property of Seller. Buyer agrees not to reverse-engineer, disassemble, or reproduce any Product or any part thereof without Seller’s prior written consent. 

12. Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement. 

12.2 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. The arbitration shall take place in San Francisco, California, and the decision of the arbitrator shall be final and binding on the parties. 

13. Miscellaneous

13.1 Assignment

Buyer may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Seller. 

13.2 Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the sale of Products and supersedes all prior agreements, understandings, or representations. 

13.3 Amendment

Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties. 

13.4 Export Compliance

Buyer acknowledges that the Products may be subject to export control laws and regulations of various countries. Buyer agrees to comply with all applicable export control laws and regulations, including obtaining any required licenses or approvals prior to exporting or re-exporting the Products. Buyer shall not export or re-export the Products to any country, entity, or person prohibited by applicable export control laws and regulations. Buyer shall indemnify, defend, and hold Seller harmless from any claims, losses, or damages arising from Buyer's failure to comply with this provision.