Standard Terms & Conditions of Sale

1. Definitions

"Seller" means ACD America Corp.; "Buyer" means the person, firm, company or corporation placing the order; "Goods" means the goods (including any software and documentation) described in Seller's Order Acknowledgement; "Services" means the services so described; "Contract" means the agreement (including these Terms and Conditions) between Buyer and Seller; "Contract Price" means the price payable to Seller; and "Seller Affiliate" means a sales representative, reseller or wholesaler partner of ACD America Corp.

2. Orders and acceptance

All orders must be in writing (including email or submission through Seller's online store) and are subject to these Terms and Conditions. An online-store auto-reply confirms receipt only; the Contract is formed when Seller issues an Order Acknowledgement or ships the Goods, whichever is first.

These Terms and Conditions govern the Contract and prevail over any conflicting or additional terms in Buyer's purchase order or other documents, which are hereby rejected and objected to (UCC § 2-207). No representation or warranty not contained in Seller's quotation or Order Acknowledgement is binding on Seller. Seller may make minor modifications or improvements to the Goods before delivery provided performance, price and delivery date are not adversely affected.

3. Quotations and prices

Unless previously withdrawn, Seller's quotation is open for acceptance within the period stated or, if none is stated, within thirty (30) days of its date. Display of Goods on Seller's website or online store is an invitation to order and not a binding offer.

Prices are firm for delivery within the quoted period and are stated in U.S. dollars. Prices are for Goods delivered Ex Works (EXW) / FCA / FOB Shipping Point at Seller's Orlando, FL shipping point (see Clause 6), exclusive of freight, insurance, handling and packing. Packing materials are non-returnable.

4. Taxes and duties

Prices are exclusive of all sales, use, excise, value-added, import and similar taxes, duties and levies, all of which are Buyer's responsibility, except for taxes on Seller's net income. Where Buyer claims a tax exemption, Buyer shall provide a valid exemption or resale certificate before shipment.

5. Payment

Unless otherwise stated on the quotation or invoice, payment is due net thirty (30) days from the invoice date, in U.S. dollars, in full and without set-off, deduction or counterclaim. Goods are invoiced when ready for dispatch; Services are invoiced monthly in arrears or upon completion.

For special-order, non-stock or made-to-order items, Seller may require advance payment or other security. Without prejudice to its other rights, Seller may: (i) charge late interest at the lower of 1.5% per month or the maximum rate permitted by applicable law; (ii) suspend performance or withhold shipment if Buyer fails, or appears likely to fail, to pay when due under this or any other contract; and (iii) require reasonable security for payment.

6. Delivery; title and risk of loss

Unless otherwise stated in the Order Acknowledgement, Goods are delivered at Seller's Orlando, Florida shipping point on one of the following terms: Ex Works (EXW) or FCA (Free Carrier) under Incoterms® 2020, or FOB Shipping Point (FOB Origin) for U.S. domestic shipments. Under all three, title and risk of loss pass to Buyer when the Goods are delivered to the carrier or to Buyer at Seller's Orlando shipping point.

Buyer is responsible for freight, insurance, and all export and import formalities, licenses and charges after that point. Delivery dates are estimates only and not guaranteed; Seller is not liable for delays. If Buyer fails to take delivery or provide shipping instructions after notice that the Goods are ready, Seller may place the Goods in storage at Buyer's expense, whereupon delivery is deemed complete and risk passes to Buyer. Delivery terms are interpreted under Incoterms® 2020, except "FOB Shipping Point"/"FOB Origin," which is used in its U.S. domestic (UCC) sense and differs from the Incoterms® FOB rule.

7. Force majeure

Except for Buyer's payment obligations, neither party is liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, fire, explosion, flood, epidemic or pandemic, labor disputes, supplier or carrier failures, and governmental actions (including export prohibitions or revocation of licenses). Seller has no obligation to supply unless and until it has obtained any required licenses or authorizations under applicable export-control and sanctions laws. If performance is prevented for more than 180 consecutive days, either party may terminate the unperformed portion in writing without liability, provided Buyer pays for work performed and Goods delivered through the termination date.

8. Manufacturer warranty (pass-through)

Seller is a distributor and reseller and does not manufacture the Goods. The Goods are covered solely by the warranty, if any, of their original manufacturer. To the extent assignable and permitted, Seller passes through to Buyer the original manufacturer's warranty; the scope, duration, conditions, remedies and procedures of that warranty are established by the manufacturer and are subject to the manufacturer's policies as they may be amended from time to time. Because Seller supplies genuine OEM parts, the Goods are eligible for the applicable manufacturer warranty.

Warranty claims process: Buyer submits any warranty claim to Seller. Seller receives the claim and channels it to the relevant manufacturer and provides reasonable assistance in processing it. Any determination — including whether a defect is covered and any repair, replacement or credit — is made by the manufacturer under its warranty terms and policies. Seller does not control, and does not guarantee, the outcome, remedy or timing of a manufacturer's warranty decision. Returns related to a warranty claim require prior authorization (Clause 12) and follow the manufacturer's instructions.

Seller warrants only that it has good title to the Goods and the right to sell them, and that any Services are performed with reasonable skill and care. Seller makes no other warranty of its own as to the Goods.

EXCEPT FOR THE TITLE WARRANTY ABOVE AND THE PASS-THROUGH OF THE MANUFACTURER'S WARRANTY, SELLER MAKES NO WARRANTIES AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER'S SOLE REMEDY FOR ANY DEFECT IN THE GOODS IS THE APPLICABLE MANUFACTURER'S WARRANTY.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE CONTRACT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — SHALL NOT EXCEED THE PRICE OF THE ORDER GIVING RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, PRODUCTION OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Intellectual property

Subject to Clause 9, Seller shall indemnify Buyer against costs and damages awarded for infringement of a U.S. intellectual-property right existing at the date of the Contract that arises from the use or sale of the Goods as supplied, provided the infringement does not arise from Buyer's design or instructions, from use in a manner, purpose or country not disclosed to Seller, or from combination with other items; and provided Buyer gives prompt written notice, lets Seller control the defense and settlement, and makes no prejudicial admissions. Buyer warrants that any design or instructions it furnishes will not cause infringement and shall indemnify Seller against resulting costs and damages.

11. Compliance with laws; export controls

Buyer shall comply with all applicable laws, including U.S. export-control laws (the Export Administration Regulations) and economic-sanctions laws administered by the U.S. Office of Foreign Assets Control (OFAC). Buyer shall not export, re-export, divert or transfer the Goods, or any direct product thereof, in violation of such laws, and is responsible for obtaining any required export or import licenses. Buyer shall not engage in any activity that would expose Seller or its affiliates to liability under the U.S. Foreign Corrupt Practices Act or other anti-bribery laws, and shall comply with all applicable legal, ethical and trade-compliance requirements.

12. Returns and cancellation

Returns require Seller's prior written authorization (RMA) and may be subject to inspection and a restocking charge. Special-order, non-stock and made-to-order items are non-returnable and non-cancellable. If Buyer cancels an accepted order with Seller's consent, Buyer shall pay Seller's reasonable cancellation charges, including costs incurred and a reasonable allowance for overhead and profit.

13. Default and insolvency

Seller may cancel the Contract, in whole or part, by written notice if (a) Buyer fails to cure a default within thirty (30) days of Seller's written notice; or (b) Buyer becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, files or has filed against it a petition in bankruptcy, ceases to do business, or is unable to pay its debts as they fall due. Seller may recover all resulting costs and damages, including a reasonable allowance for overhead and profit.

14. Nuclear and critical-use exclusion

The Goods are not sold or intended for use in any nuclear or nuclear-related application. Buyer accepts the Goods on that basis, agrees to communicate this restriction to subsequent purchasers and users, and agrees to defend, indemnify and hold Seller harmless from any claims, losses or damages arising from any such use.

15. General

No waiver of any breach, right or remedy is effective unless in writing and signed, and is not a continuing waiver. If any provision is held invalid, it is modified or severed to the minimum extent necessary and the remainder stays in effect. Buyer may not assign the Contract without Seller's prior written consent. Seller acts as principal. The Contract is the entire agreement between the parties as to its subject matter and supersedes prior discussions.

The Contract is governed by the laws of the State of Florida, USA, excluding its conflict-of-law rules and the 1980 U.N. Convention on Contracts for the International Sale of Goods (CISG). The parties consent to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida. Headings are for convenience only; all notices must be in writing.