These Seller Terms and Conditions (“Terms”) apply to all sales of products and services by Seller and shall govern in the absence of a fully executed written agreement. Any conflicting or additional terms submitted by Buyer in a purchase order or other communication are hereby rejected and shall have no force or effect.
1. DEFINITIONS
“Seller” refers to the entity supplying the Products or Services.
“Buyer” refers to the entity purchasing from Seller.
“Product(s)” includes all goods, hardware, software, or deliverables supplied by Seller.
“Service(s)” includes all labor, engineering, technical support, consulting, integration, development, or related professional services performed by Seller.
“Agreement” refers to the executed quotation, invoice, order acknowledgment, or written agreement incorporating these Terms.
“Intellectual Property” means all proprietary technology, inventions, designs, software (including source code and object code), trade secrets, technical data, documentation, and related know-how, whether registered or unregistered and regardless of ownership origin.
“Supplier IP” means Intellectual Property that is owned by or licensed to third-party vendors, licensors, or subcontractors of Seller.
2. SCOPE
These Terms apply to all sales and services provided by Seller, including all quotations, order confirmations, and invoices. Any terms proposed by Buyer that conflict with or supplement these Terms shall be of no effect unless expressly agreed to in writing by an authorized representative of Seller.
3. QUOTATIONS AND ACCEPTANCE
Quotations are valid for 30 calendar days unless otherwise stated and are non-binding until Seller provides written acceptance of a purchase order. Orders are non-cancellable and non-returnable except as explicitly agreed to in writing by Seller.
4. PRICES AND PAYMENT
All prices are in U.S. Dollars unless otherwise stated. Prices exclude applicable taxes, duties, shipping, insurance, and handling fees. Buyer shall be responsible for all such charges unless expressly assumed by Seller in writing. Invoices are payable net 30 days from the invoice date. Seller reserves the right to charge interest on late payments at the lesser of 1.5% per month or the highest rate allowed by law, from the due date until paid in full.
5. DELIVERY, RISK, AND TITLE
Unless otherwise agreed in writing, all shipments are FOB Origin (Incoterms 2020), and risk of loss passes to Buyer upon delivery to the carrier. Delivery dates are estimates and are not guaranteed. Seller shall not be liable for delays in delivery or failure to perform due to causes beyond its reasonable control.
6. NON-CANCELLABLE, NON-RETURNABLE (NCNR)
All orders are Non-Cancellable, Non-Returnable (NCNR). Buyer acknowledges that Products may be custom-manufactured or reserved for high-reliability, time-sensitive environments, and that Seller makes significant commitments in reliance on Buyer’s order. No cancellation, rescheduling, or return shall be accepted without prior written consent from Seller.
7. SERVICES
a. Seller will perform Services in a commercially reasonable, professional manner using personnel with appropriate skills.
b. Unless stated otherwise, Services are delivered on a time-and-materials basis, subject to NCNR terms.
c. Buyer is responsible for providing timely access to facilities, equipment, personnel, and documentation necessary to support Seller’s work.
d. Seller disclaims any liability for outcomes outside the agreed scope. Services are not performance guarantees.
e. Deliverables arising from Services remain subject to the Intellectual Property terms of this Agreement.
8. INTELLECTUAL PROPERTY RIGHTS
a. Ownership: All Intellectual Property provided, embedded, or utilized in connection with Products or Services remains the exclusive property of Seller or its licensors and suppliers.
b. No Transfer: No rights or licenses are transferred, assigned, or implied through this sale, except as explicitly agreed in writing.
c. Supplier IP: Buyer acknowledges that certain elements of Products or Services may incorporate or rely upon third-party or Supplier IP, which is subject to license restrictions. Buyer shall not reverse engineer, decompile, or otherwise access the protected elements of any Product, including Supplier IP.
d. License: If any software is included, Seller grants Buyer a non-exclusive, non-transferable, revocable license to use the software solely in connection with the delivered Product and in accordance with the original intended function. Buyer may not reproduce, modify, sublicense, or distribute any such software.
e. No IP Claim: Buyer shall not acquire or assert any claim to ownership or license of any kind, for any reason, including in the event of business distress, insolvency, or regulatory action.
f. Reverse Engineering Prohibited: Buyer shall not disassemble, reverse engineer, or derive source materials from Seller’s or its suppliers’ Products or software.
9. CONFIDENTIALITY
All non-public information disclosed by Seller, including technical data, pricing, specifications, trade secrets, and designs, shall be treated as confidential. Buyer shall not disclose, use, or reproduce such information except as necessary to use the Product for its intended purpose. This obligation survives completion of the order and does not apply to information that is publicly available or rightfully obtained by Buyer without breach of this obligation.
10. EXPORT AND USE RESTRICTIONS
Buyer shall not use the Products for any unlawful purpose or re-export them in violation of U.S. law, including the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), or other applicable foreign laws. Buyer agrees not to transfer any Product to foreign nationals, governments, or entities without required licenses or written authorization.
11. WARRANTY
a. Hardware: Seller warrants Products to be free from material defects for twelve (12) months from shipment.
b. Software: Seller warrants embedded software will materially perform in accordance with documentation for ninety (90) days.
c. Services: Seller warrants Services will be provided in a professional and workmanlike manner.
d. This warranty does not cover misuse, modification, improper installation, third-party components, or damage caused by Buyer or unrelated causes.
e. Warranty remedies are limited to repair, replacement, or refund at Seller’s discretion. Seller’s liability shall not exceed the price paid.
12. LIMITATION OF LIABILITY
To the fullest extent permitted by law, Seller shall not be liable for any indirect, incidental, special, or consequential damages, including loss of revenue, profits, or business. Seller’s total liability under any theory of contract, tort, or otherwise shall not exceed the amount paid by Buyer for the specific Product or Service giving rise to the claim.
13. FORCE MAJEURE
Seller is not liable for failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, government actions, labor disruptions, cyber incidents, materials shortages, export delays, or acts of war.
14. FLOWDOWNS AND GOVERNMENT TERMS
Seller is not bound by any federal acquisition regulations (FAR, DFARS) or government customer flowdown terms unless explicitly identified and accepted in writing in advance. No government rights, licenses, or audit access are granted to any technical data, software, or documentation delivered under these Terms.
15. DISPUTE RESOLUTION
Any dispute shall first be submitted to mandatory mediation in Charlotte, North Carolina, using a mutually agreed mediator. If unresolved, disputes shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Each party shall bear its own costs. The governing law is the State of North Carolina, excluding conflict of laws provisions.
16. ENTIRE AGREEMENT
These Terms, along with any valid quotation or written agreement issued by Seller, constitute the entire agreement. No waiver or amendment shall be effective unless made in writing and signed by an authorized representative of Seller.
17. SEVERABILITY
If any provision of these Terms is found to be unenforceable, the remainder shall remain in full force and effect.
18. TERMINATION
Seller may terminate for Buyer’s breach or insolvency. Upon termination, all amounts owed become immediately due.
19. ASSIGNMENT
Buyer may not assign or transfer any rights under this Agreement without prior written consent. Seller may assign this Agreement without Buyer’s consent.
20. SURVIVAL
All provisions relating to Intellectual Property, Confidentiality, Limitation of Liability, Governing Law, and Dispute Resolution shall survive expiration or termination of this Agreement.