Terms & Conditions

1. Applicability
a. These terms and conditions for services and product sales (“Terms”) govern the use and sales of the
Company’s services, including but not limited to: engineering consultation, design, project
management, and other professional services; and the sale of products by the Company as set forth on
any purchase order (“PO”), quote, statement of work (“SOW”), or request for proposal submitted to
the Company by any client or potential client of the Company.
b. Absent a definitive agreement executed by authorized representatives of the Company and Client,
these Terms comprise the entire agreement between the parties and supersede all prior or
contemporaneous understandings, agreements, negotiations, representations, and warranties, and
communications, both written and oral.
c. These Terms prevail over any of Client's general terms and conditions regardless of whether or when
Client has submitted its request for proposal, purchase order, or such terms. Provision of Products or
Services to Client does not constitute acceptance of any of Client's terms and conditions and does not
serve to modify or amend these Terms. Company objects to any different terms contained in any
request for proposal, purchase order, or other communication previously or hereafter provided by
Client to Company. No such additional or different terms or conditions will be of any force or effect.

2. Orders and Acceptance
a. The scope of desired Services and Products, timeline, and deliverables will be detailed in a PO, SOW,
or written agreement. "Services" refers to related professional services provided by Company as
outlined in the applicable PO, quote, or SOW. "Products" refers to physical or digital items offered
for sale by Company, as described in the applicable PO, quote, or SOW.
b. All quotes provided by Company are non-binding unless otherwise stated.
c. Sales of Products and/or Services shall be based on PO’s agreed to by the parties (“Order”), and
become binding upon written confirmation from Company accepting the Order. Order shall be
supplemented by these Terms.
d. Company has fourteen (14) calendar days to provide written confirmation of Order acceptance, or
Order shall be deemed to be not accepted by Company.
e. Company reserves the right to refuse any Order for any reason.

3. Change Orders
Each party acknowledges that changes to the Services and/or any deliverables may be necessary or
desirable. Accordingly, if either party believes that a non-de minimis change to the Services or any
deliverable is necessary or desirable, the parties shall discuss in good faith changes to such Services
and/or deliverables, taking into consideration (a) the estimated impact on the Services (including projected timelines), if any, and the modifications to the Services that will be required as a result of such
changes, and (b) an estimate of the cost to implement such changes. For the avoidance of doubt, no
changes to the Services or any deliverables (including any changes to the specifications), will be effective
until the parties mutually agree in writing.

4. Pricing and Payment
a. In consideration of the provision of Services and/or sales of Product by Company and the rights
granted to Client under these Terms, Client shall pay the fees set forth in the Order.
b. Prices for Products and Services do not include applicable taxes and fees unless otherwise specified.
Products EXW (Incoterms 2020) will have origin defined in applicable Order. Shipping and delivery
costs and logistics are the responsibility of the Client per EXW (Incoterms 2020).
c. Client agrees to reimburse Company for all reasonable travel and out-of-pocket expenses incurred by
Company in connection with the performance of Services and delivery of Product.
d. Company may require advance payments or deposits for Services or custom Products.
e. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and
charges of any kind imposed by any federal, state, or local governmental entity on any amounts
payable by Client hereunder.
f. Client shall pay all invoiced amounts due to Company within thirty (30) days from the date of
Company’s invoice, unless Company has specified otherwise in writing. Client shall make all
payments by ACH, wire transfer, or check, and in US dollars.
g. Company retains title to any shipped Products until receipt of payment in full.
h. Client shall pay interest on late payments at a rate of 1.5% per month or the maximum rate allowed by
law, calculated daily.
i. If payment is more than 30 days late, Company will cease accepting new POs from Client, and may
suspend performance for all Services until payment has been made in full. If payment is more than 60
days late, Company reserves the right to terminate the agreement. Company shall be entitled to
recover from Client all costs and expenses incurred by Company in collecting amounts owed by
Client to Company hereunder, including without limitation, reasonable attorneys’ fees and costs of
collection.

5. Services and Delivery
a. Company shall provide Services to Client as described in the accepted Order, and in accordance with
these Terms.
b. Company will make reasonable efforts to deliver Products by the agreed-upon date in the Order, and
in accordance with these Terms. Delivery timelines are estimates and may vary. Company shall not
be liable for any delays, loss, or damage in transit. Delivery shall be Ex Works Company’s facility.
c. Company may, in its sole discretion, without liability or penalty, make partial shipment of Products to
Client. Each shipment will constitute a separate sale, and the Client shall pay for the units shipped
whether such shipment is in whole or partial fulfillment of Client’s Order.
d. If Company is unable to deliver Products because Client has not provided appropriate instructions,
documents, licenses, or authorizations: (i) risk of loss to the goods shall pass to the Client; (ii) the
Products shall be deemed to have been delivered; and (iii) Company, at its option, may store the
Products until Client picks them up, whereupon Client shall be liable for all related costs and
expenses (including, without limitation, storage and insurance).
e. Risk of loss passes to the Client upon pickup of Products.
f. Company shall use reasonable efforts to meet any performance dates specified in the Order, and will
endeavor to provide reasonable advance notice to Client if performance dates will not be met. Should
Company be in default to deliver Products by performance dates, Client’s compensation for damages
shall be limited to five (5) % of the Order value impacted by the late delivery.

​

6. Client’s Obligations
Client shall:
a. cooperate with Company in all matters relating to Services and provide such access to Client’s
premises, and such office accommodation and other facilities as may reasonably be requested by
Company, for the purposes of performing Services;
b. respond promptly to any Company request to provide direction, information, approvals,
authorizations, or decisions that are reasonably necessary for Company to perform Services in
accordance with the requirements of these Terms;
c. provide such Client materials or information as Company may reasonably request to carry out the
Services in a timely manner and ensure that such Client materials or information are complete and
accurate in all material respects; and
d. obtain and maintain all necessary licenses and consents and comply with all applicable laws in
relation to Services before the date on which Services are to start.
e. If Company’s performance of its obligations under these Terms is prevented or delayed by any act or
omission of Client or its agents, subcontractors, consultants, or employees, Company shall not be
deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges, or
losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from
such prevention or delay.

7. Prototypes
Products that have been defined as prototypes in an accepted Order shall be delivered AS-IS, and carry no
warranty or guarantee. Intellectual property related to prototypes is subject to the terms in Section 8 of
these Terms.

8. Intellectual Property and Indemnity
a. All pre-existing intellectual property rights, including copyrights, patents, patent disclosures and
inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other
confidential information, trade dress, trade names logos, corporate names and domain names, together
with all of the goodwill associated therewith, derivative works and all other rights (collectively,
“Background Intellectual Property Rights”) in and to all documents, work product and other
materials that are requested by and delivered to Client under these Terms or prepared by or on behalf
of the Company in the course of performing the Services or providing the Product, including any
items identified as such in an SOW or Order (collectively, the “Deliverables”), except for any
Confidential Information (defined below) of Client or Client materials, shall be owned by Company.
Upon payment in full of all invoiced fees, Company hereby grants Client a license to use all
Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-
transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary
to enable Client to make reasonable use of the Deliverables and the Services.
b. All newly created Intellectual Property Rights, including newly created patent rights and other newly
created intellectual property rights in (i) any specifications created by, or in accordance with the
instructions of Client; (ii) any information of a proprietary or confidential nature disclosed to Client
by Company, and (iii) all material in whatever medium supplied to Client by Company in connection
with the development and supply of Services and Products (“Foreground Intellectual Property
Rights”) shall be documented and agreed upon in a mutually negotiated applicable Statement of
Work.
c. Client agrees to indemnify and hold Company harmless from third-party claims alleging that Client-
provided specifications, designs, or other inputs infringe upon the Intellectual Property Rights of any
third party.

​

9. Representation and Warranty
a. Company represents and warrants to Client that: (i) it shall perform Services in accordance with the
degree of professional skill, quality, and care ordinarily exercised by members of the same profession
currently practicing in the same location under comparable circumstances and shall devote adequate
resources to meet its obligations under these Terms; (ii) for a period of twelve (12) months from the
date of shipment of any goods manufactured by Company as part of the Order (the “Warranty
Period”), each good so manufactured will materially conform to the specifications provided in writing
by Client and accepted by Company, and will be free from significant defects in material and
workmanship; and (iii) Client will receive good and valid title to all goods manufactured by Company
as part of the Order, free and clear of encumbrances and liens of any kind.
b. Company shall not be liable for a breach of the warranty set forth in Section 9(a) unless Client gives
written notice of the defective Services, reasonably described, to Company promptly upon Client
discovering that the Services were defective and in all cases, prior to the expiration of the Warranty
Period.
c. Subject to Section 9(b), Company shall repair or replace the defective Product or re-perform such
Services. All parts of the defective Product or other equipment for which replacements have been
provided to Client shall become the property of Company. Should a repair and/or replacement of a
Product fail, the Client shall be entitled to withdraw from the respective Order in exchange for a
refund of the purchase price or a reduction of the purchase price as mutually agreed to by the Parties.
d. THE REMEDIES SET FORTH IN SECTION 9(c) SHALL BE THE CLIENT'S SOLE AND
EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY FOR ANY BREACH OF THE
LIMITED WARRANTY SET FORTH IN SECTION 9(a).
e. The warranty described herein does not cover misuse, negligence, unauthorized modifications, or
normal wear and tear.

10. Disclaimer of Warranties
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 9(a) ABOVE, NEITHER
COMPANY NOR ANY PERSON ON COMPANY’S BEHALF HAS MADE OR MAKES ANY
EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER
ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES OR PRODUCTS, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING,
COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE
EXPRESSLY DISCLAIMED, AND CLIENT ACKNOWLEDGES THAT IT HAS NOT RELIED
UPON ANY REPREENTATION OR WARRANTY MADE BY COMPANY, OR ANY OTHER
PERSON ON COMPANY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION
9(a).

11. Indemnification; Limitation of Liability
a. Except for situations involving gross negligence or intent, in the event of any breach of an Order by
Company, Company shall only be liable for direct losses, up to an amount equal to the amount of the
applicable purchase price for the underlying Product. The same shall apply if the claim is based on a
third-party claim.
b. IN NO EVENT WILL COMPANY OR ITS REPRESENTATIVES BE LIABLE TO CLIENT OR TO
ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR
DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE
TERMS, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii)
WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE)
UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY
AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
c. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF
THE AMOUNTS PAID OR PAYABLE TO COMPANY PURSUANT TO THESE TERMS.
d. ASSUMPTION OF RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
CLIENT ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE
OF ANY GOODS OR PRODUCTS SOLD BY COMPANY HEREUNDER IN THE PRACTICE OF
ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL
EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR
WRITTEN STATEMENTS MADE BY COMPANY, BY WAY OF TECHNICAL ADVICE OR
OTHERWISE, RELATED TO THE USE OF SUCH GOODS OR PRODUCTS.

12. Confidentiality
a. If a party acquires from the other party certain information that is deemed by such disclosing party to
be protected and confidential information and, if in the form of a document or other materials
(including computer discs), such information is clearly marked as such (“Confidential
Information”), the receiving party shall keep strictly secret and confidential such information and
shall not, without the express prior written consent of the disclosing party, disclose or divulge to any
third parties or use, at any time, for any purpose other than in relation to the Order or use for any
purpose whatsoever at any time after the expiration or termination of the Order any Confidential
Information.
b. These obligations shall not apply to any information of the following types: (i) information obtained
by either party from another party that is or becomes published or is otherwise generally available to
the public, other than as a consequence of the willful or negligent act or omission of the party
obtaining such information, or any of its employees or agents, (ii) information that is, at the time of
disclosure, already in the possession of the obtaining party and not already subject to any obligations
of confidentiality, (iii) information lawfully obtained from a third party which has itself lawfully
obtained such information and is not subject to any confidentiality obligations in respect of that
information, or (iv) disclosure that is mandated by a court order or similar circumstances.
c. If requested, a party shall promptly return any documents and materials (both in hard-copy, electronic
forms and otherwise) containing any non-proprietary Confidential Information received from the other
party in connection with the Order and upon request from the proprietor of such Confidential
Information, shall confirm that all copies made of the Confidential Information have been destroyed,
provided however, that the receiving party may keep, for archival purposes, a copy of the Confidential
Information which shall be subject to the provisions of these General Terms & Conditions.

13. Termination
a. Either party may terminate these Terms for cause, including breach of these Terms, with written
notice. Refunds for prepaid services or products will be at the discretion of the Company.
b. If Client’s payment is overdue by more than 60 days, Company may terminate the agreement.
Company may also suspend performance of obligations if Client is more than 30 days late on any
invoice.
c. If Client becomes insolvent, files a petition for bankruptcy or commences or has commenced against it
proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of
creditors, Company may terminate these Terms with immediate effect.

​

14. Arbitration
All disputes, controversies or differences which may arise between the parties hereto, out of or in relation
to or in connection with an Order, shall be finally settled by binding arbitration applying the rules for
commercial disputes of the American Arbitration Association. The proceedings shall be held in and
governed by the laws of the state of California, conducted by one (1) arbitrator and be held in the English
language. Any award shall be enforceable in any court having jurisdiction. Should such proceedings be
required, the prevailing party shall be entitled to its reimbursement of its reasonable legal fees and costs.

15. Governing Law
These Terms are governed by and construed in accordance with the laws of the State of California,
without regard to conflict of law principles.

16. Waiver
No waiver by Company of any of the provisions of these Terms is effective unless explicitly set forth in
writing and signed by Company. No failure to exercise, or delay in exercising, any rights, remedy, power,
or privilege arising from these Terms operates or may be construed as a waiver thereof. No single or
partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise
thereof or the exercise of any other right, remedy, power, or privilege.

17. Force Majeure
No party shall be liable or responsible to the other party, or be deemed to have defaulted under or
breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except
for any obligations to make payments to the other party hereunder), when and to the extent such party's
(the “Impacted Party”) failure or delay is caused by or results from the following force majeure events
(“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion,
hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d)
government order, law, or action; (e) embargoes or blockades in effect on or after the date of these Terms;
(f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns. The Impacted Party
shall give notice within 10 days of the Force Majeure Event to the other party, stating the period of time
the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or
delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall
resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
In the event that the Impacted Party's failure or delay remains uncured for a period of 60 days following
written notice given by it under this Section 17, the other party may thereafter terminate these Terms upon
15 days written notice.

18. Export Regulation
Client shall comply with all export and import laws of all countries involved in the sale of goods or
provision of Services under these Terms, including any resale of goods by Client. Client assumes all
responsibility for shipments of goods requiring any government import clearance and agrees that
Company is not the exporter of record. Client shall notify Company prior to sending any materials,
documentation, or related technical data that is export-controlled.

19. Assignment
a. Client shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its
obligations under these Terms without the prior written consent of Company. Any purported
assignment or delegation in violation of this Section is null and void. No assignment or delegation
relieves Client of any of its obligations under these Terms. 

b. Company may assign or transfer all or any part of its rights or obligations under these Terms to any
affiliate, newly formed entity, or other third party without Client’s prior written consent. Client has no
claim to hinder Company’s assignment or transfer of Company’s rights or obligations under these
Terms, except under section 12 Confidentiality.

20. Miscellaneous
a. Relationship of the Parties. The relationship between the parties is that of independent contractors.
Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture
or other form of joint enterprise, employment, or fiduciary relationship between the parties, and
neither party shall have authority to contract for or bind the other party in any manner whatsoever.
b. No Third Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any
nature whatsoever under or by reason of these Terms.
c. Governing Law. All matters arising out of or relating to these Terms are governed by and construed in
accordance with the internal laws of the State of California without giving effect to any choice or
conflict of law provision or rule (whether of the State of California or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than those of the State of California.
d. Notices. All notices, requests, consents, claims, demands, waivers and other communications
hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth
on the face of the purchase order or to such other address that may be designated by the receiving
party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight
courier (with all fees pre-paid), email (with confirmation of receipt), or certified or registered mail (in
each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a
Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice
has complied with the requirements of this Section.
e. Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision
of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
f. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will
remain in force after any termination or expiration of these Terms.
g. Amendment and Modification. The Company reserves the right to amend these Terms at any time.
Clients will be notified of material changes. Client’ continued use of Services or Products constitutes
acceptance of the updated Terms.