Orders and Acceptance

All orders placed by Buyer are subject to acceptance by Seller in its sole discretion. Seller's acceptance of Buyer's order is expressly conditioned upon Buyer's assent to these Terms. Any additional or different terms proposed by Buyer are expressly rejected and shall have no effect.

Prices and Payment

Prices for the Products shall be as set forth in Seller's price list or as otherwise agreed upon by the parties. Payment for orders placed through the online store is due immediately upon checkout. Seller reserves the right to change prices and payment terms at any time without notice.

Delivery and Risk of Loss

Delivery shall be FOB Seller's facility. Title and risk of loss to the Products shall pass to Buyer upon delivery to a common carrier at Seller's facility.

Installation and Training

Buyer is solely responsible for the proper installation, operation, and maintenance of the Products. Seller may offer optional installation and training services at an additional cost, subject to availability and agreement between the parties.

Limited Warranty

Seller warrants that the Products will be free from defects in material and workmanship under normal use and service for a period of one (1) year from the date of shipment. This limited warranty does not cover defects or damage resulting from misuse, abuse, accidents, alterations, or neglect.

Limitation of Liability

In no event shall Seller be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits or business interruption, arising out of or related to the Products or these Terms, regardless of the theory of liability (contract, tort, or otherwise), even if Seller has been advised of the possibility of such damages. Seller's total liability for any and all claims arising out of or related to the Products or these Terms shall not exceed the purchase price paid by Buyer for the Products.

Safety and Indemnification

Buyer acknowledges that the Products may be dangerous if used improperly and agrees to use the Products in accordance with all applicable safety guidelines and regulations. Buyer assumes all responsibility for the safe installation, operation, and maintenance of the Products and shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to Buyer's use, operation, or handling of the Products.

Governing Law and Dispute Resolution

These Terms and any disputes arising out of or related to the Products or these Terms shall be governed by and construed in accordance with the laws of the state in which Seller's principal place of business is located, without regard to its conflicts of law principles. Any disputes between the parties shall be resolved through good faith negotiation or, if necessary, binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No modification or waiver of these Terms shall be binding unless made in writing and signed by both parties.

Force Majeure

Seller shall not be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, government actions, natural disasters, or disruptions in transportation, supply, or communication networks.

Assignment

Buyer may not assign or transfer its rights or obligations under these Terms without the prior written consent of Seller, and any attempted assignment or transfer without such consent shall be void.

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.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications under these Terms shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

Waiver

No waiver by Seller of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise or delay in exercising any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof.

Headings

The headings in these Terms are for reference only and do not affect the interpretation of these Terms.

Construction

In the event of any ambiguity or question of intent or interpretation, these Terms shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of these Terms.

By placing an order for Products, Buyer acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions of Sale.