The terms and conditions set forth herein (“Agreement”) will govern the sale of all goods and services provided by INOVINOX USA, LLC (“Seller”) to the purchaser (“Buyer”). No modification nor addition(s) to these terms will be accepted by Seller unless agreed to in writing by an authorized representative of Seller. Any and all terms and/or conditions proposed by Buyer that are not specifically accepted by Seller in writing are hereby rejected in advance in their entirety. “Agreement” means collectively any Seller Documents and these Terms and Conditions of Sale. 

1. Headings. 

Headings are included herein for convenience of reference only and shall not constitute a part of this general terms and conditions nor change its meaning. 

2. Quotation

a. Unless expressly provided to the contrary in Seller’s quotation, the terms of Seller’s quotation shall expire at Seller’s option without notice or further action on the part of Seller on the 30th day following the date set forth on the quotation or, if no date is set forth on the quotation, the 30th day following the date on which the quotation is issued by Seller. 

b. This quotation becomes the Sales Contract pursuant to terms set forth herein once Buyer accepts the quotation by placement of an order accepted by Seller. 

c. The minimum order price for goods and services supplied hereunder shall be Three Hundred Dollars ($300.00). Purchase orders with a price for goods and services less than Three Hundred Dollars ($300.00) shall not be accepted by Seller. 

3. Acceptance

a. Seller’s acceptance of Buyer’s purchase order is expressly made conditional on Buyer’s acceptance of the terms and conditions set forth herein. Any additional or different terms contained in Buyer’s purchase order or other document or communication pertaining to Buyer’s order, or the Goods shall be deemed ineffective except to the extent that such terms constitute a part of the order. 

b. b. The order shall not be binding upon Seller unless confirmed in writing by Seller. 

4. Warranty 

Seller warrants that Goods shall be delivered free of defects in material and workmanship and in accordance with Seller’s specifications, and that Services shall be performed in a professional and workmanlike manner, in accordance with industry standards. The period during which this warranty is applicable (the “Warranty Period”) commences on the date of shipment and expires upon the earlier of 1) Buyer’s transfer, sale or other disposition of the Goods or any part thereof or 2) 365 days, except that with respect to any parts rebuilt, replaced, repaired, reinforced or otherwise modified by Seller or with the prior written approval of Seller after delivery, such period shall be 90 days instead of 365. Any Good or major component to a Good that is manufactured by a third party is warranted only to the extent of the manufacturer’s warranty, and only the remedies, if any, provided by the manufacturer shall apply. 

5. Title & Risk of Loss 

Title and risk of loss for the Goods shall transfer to Buyer upon delivery of the Goods to the first carrier for shipment. Seller retains a purchase money security interest on and in such Goods until Seller receives payment in full, and Buyer will cooperate with Seller to perfect any such interest as deemed reasonably necessary by Seller. 

6. Delivery Terms 

a. Goods are shipped: per Seller’s order acknowledgment. 

b. Buyer shall be responsible for any and all demurrage, detention, customs broker and freight forwarder fees, warehouse and terminal charges, insurance, inspection, storage, special notifications, and special equipment/handling charges shall be at the Buyer’s additional expense unless otherwise agreed in writing by Seller. 

c. Shipping and delivery dates are estimates only and are contingent upon Buyer’s timely approvals and delivery by Buyer of any documentation required for Seller’s performance hereunder. Seller shall not be liable for any penalties or damages of any kind if anticipated shipment dates are not met. 

7. Payments 

a. All payments are due net thirty (30) days of receipt of invoice without offset by Buyer. Seller may require pre-payment on the first three orders. 

b. Seller has no obligation to ship any Goods to Buyer or to complete future milestones until Buyer is current on all payments due. 

c. If in the judgment of Seller, the financial condition of Buyer at any time prior to shipment does not justify the terms of payment originally specified, Seller may require payment in advance, payment security satisfactory to Seller, or may terminate the Agreement for default. If shipment is delayed by Buyer, all payments shall become immediately due and payable on the date Seller is prepared to ship. 

d. Buyer shall pay, in addition to the overdue payment, a late charge equal to the lesser of 1 1/2% per month or any part thereof or the highest applicable rate allowed by law on all such overdue amounts plus Seller’s attorneys’ fees and court costs incurred in connection with collection. Seller accepts payment by wire transfer, ACH, and credit cards (subject to a 3.5% processing fee). No checks are accepted. 

8. Order Changes, Cancellations & Returns 

a. Any changes by Buyer, including, without limitation, to changing affecting the delivery, scope, or identity of products ordered, must be requested in writing, and are subject to Seller’s approval and price modification. Seller reserves the right to reject any change(s) that is(are) incompatible with the design, unsafe, or that contravene quality guidelines, manufacturing capabilities, or inadvisable on a technical level. 

b. Order for standard goods may be cancelled by Buyer prior to shipment for any reason upon written notice to Seller. Cancellation fees apply. Custom order cannot be cancelled. 

c. All returns, including the return of non-conforming goods, must be pre-approved by the Seller and accompanied by an authorization code issued by Seller. Custom orders cannot be returned. All returns must be made within 30 days of the date the Goods are approved for return by Seller. All Goods must be properly and safely packaged and shipped to the location specified by Seller. Shipping containers must be marked clearly as per the Seller’s instruction. For the Goods to be returned, the Buyer shall request a return authorization code from Seller. This code must be indicated on all shipping documents for the returned Goods. A minimum restocking fee of fifteen (15%) percent shall be assessed on all returns excepting defective Goods and returns of incorrect items. Buyer is responsible for any and all shipping costs for the return of Goods, with the exception of non-conformity, damaged or incorrect items. 

d. For non-conforming or damaged Goods, Buyer must make a claim to Seller. It will be the sole discretion of Seller to decide what happens with the merchandise. 

9. Limitation of Liability 

SELLER’S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE GOODS, AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING COSTS OF SHIPMENT, DOWNTIME, LOST PROFITS, OR LOST SALES. BUYER’S WARRANTY OR REPLACEMENT OR RETURN OF OR CREDIT ON THE PURCHASE PRICE ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES. SELLER AND BUYER EXPRESSLY AGREE TO THIS ALLOCATION OF RISK AND THE PRICE STATED FOR THE GOODS IS A CONSIDERATION IN LIMITING SELLER’S LIAIBLITY. ALL CAUSES OF ACTION AGAINST SELLER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF SHALL EXPIRE UNLESS BROUGHT WITHIN ONE YEAR OF THE TIME OF ACCRUAL THEREOF. IN NO EVENT, REGARDLESS OF CAUSE, SHALL SELLER BE LIABLE FOR THE ACTS OR OMISSIONS OF BUYER OR THIRD PARTIES. 

10. Technical Advice 

Seller assumes no liability or obligation for any technical advice furnished by Seller including without limitation technical advice with respect to the use of Seller’s goods and services, all such technical advice being given and accepted at Buyer’s risk. 

11. Indemnification 

Buyer agrees to indemnify and hold Seller harmless from all liability, damages, or costs including attorneys’ fees, relating to Buyer’s use of the Goods. If Goods are manufactured in accordance with Buyer’s designs, blueprints, drawings or specifications, Buyer agrees to indemnify and hold Seller harmless from all liability, damages and costs, including attorneys’ fees, arising out of patent infringement claims. 

12. Trademark and Company’s Logo 

Buyer grants Seller the right to incorporate Buyer’s trademarks and company logo on Seller’s website, social media, or advertising related material for promotional and advertising purposes. 

13. Taxes 

Buyer shall be responsible for the payment of any and all duties, fees, taxes, and other charges or exactions on the Goods payable to any government or other entity assessed in connection with sales made under this Agreement. 

14. Force Majeure 

Seller shall not be in default for failure to perform and shall not be liable for loss, damage, detention or delay when prevented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclared), Acts of God, fire, terrorism, sabotage, power, explosions, epidemics, pandemics, civil disturbances, strike, labor difficulties, acts or omissions of any governmental authority, compliance with government laws or regulations, insurrection or riot, embargo, tariffs, changes in market conditions, delays or shortages in transportation or inability to obtain necessary labor, raw materials, or manufacturing facilities from usual sources, equipment failure, or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. Upon the occurrence of any event or circumstance referenced above, Seller shall have the right to allocate Goods and/or Services among its customers in its sole discretion. This Section supplements, and does not replace, any remedies available to Seller under applicable law. 

15. Confidentiality 

(a) During the term of this Agreement, either party may disclose (the “Disclosing Party”) or make available to the other party (the “Receiving Party”), whether orally, electronically or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, products or services relating to this Agreement (together, “Confidential Information”). The Receiving Party may only use the Confidential Information to fulfill its obligations under this Agreement and for no other purpose. Except as expressly permitted by this Agreement, the Receiving Party may not, and agrees it will not, disclose any Confidential Information to any third party without the Disclosing Party’s written consent, except to those employees of Receiving Party with a need to know the information and who have agreed to be bound by the limitations of this section. 

(b) The obligations contained herein shall not apply to information: (i) previously known to the Receiving Party on a non-confidential basis. 

(ii) which is or becomes part of the public domain without breach of this obligation or because of a breach by a third-party of which the Receiving Party is notified; or (iii) is lawfully received from a third party without an obligation of confidentiality and who did not require an ongoing obligation of confidentiality. If Receiving Party is required by judicial process or other applicable law to disclose Disclosing Party’s Confidential Information, the Receiving Party will promptly notify the Disclosing Party of such request, unless prohibited; cooperate with Disclosing Party to obtain protective treatment; and only disclose the minimal amount of information reasonably necessary to comply with the request. In addition, the Parties may disclose any Confidential Information obtained in any proceedings to enforce the terms of this Agreement. 

16. Assignment 

Buyer may not assign this Agreement without the prior written consent of Seller. 

17. Governing Law, Dispute Resolution 

(a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida without reference to principles of conflicts of laws. The terms of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. 

(b) Any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”) that cannot be resolved through good faith negotiation, shall be submitted to a panel of three arbitrators in Miami, Florida for decision in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision shall be in writing with written findings of fact and shall be final and binding on the Parties. The arbitrators shall be empowered to award money damages but shall not be empowered to award punitive, treble, exemplary or consequential damages or specific performance. 

18. Non-Waiver 

Seller’s failure to enforce or declare a default or breach with respect to Buyer’s nonperformance of this Agreement shall not be construed a waiver of Seller’s right to insist on strict compliance of any other term or condition or, on a subsequent occasion, with respect to that particular term or condition. 

19. Severability 

If any provision of this Agreement is declared void under applicable law, the affected provision will be considered omitted or modified to conform to appliable law. All other provisions will remain in full force or effect. 

20. Integration 

This is the entire Agreement between the parties and is intended to be the complete and final statement of the Agreement between Seller and Buyer. All proposals, negotiations, and representations, if any, made prior to the date hereof, whether oral or in writing, are merged or superseded by this Agreement. This Agreement can be modified only by a writing signed by the Seller and Buyer. 

21. Notice 

(a) Any notice made in connection with this agreement shall be in writing, addressed to the party at the address specified in this Agreement (or such other address as a party may have specified in writing), and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service, commercial courier, or e-mail. 

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one business say after transmission. 

Unless specifically objected to upon receipt, all terms herein will be deemed accepted by Buyer. Any objection must be communicated to Seller in writing within one business day. As stated above, no objections, modifications or additional terms will be accepted unless Seller consents in writing to same. 

[End of Terms and Conditions of Sale]