Terms and Conditions of Sale

1. General: These Terms and Conditions apply to all sales of products, equipment, and parts (collectively, "Equipment") by Oberon Electrodynamics Corp ("Company"), unless otherwise agreed to in writing by the Company. The Company objects to any additional or different terms in any purchase order or other form submitted by the Buyer, and such terms shall not be part of this contract unless agreed to in writing. The Company’s performance will be governed by these terms, and the Buyer shall comply with all applicable laws, rules, regulations, and orders regarding their use, distribution, and/or sale of the Equipment. The Company and Buyer may be collectively referred to as "the Parties."

2. Title and Risk of Loss: Title to and risk of loss or damage to the Equipment shall pass to Buyer upon tender of delivery FOB Company’s facility, as defined by INCOTERMS 2010, unless otherwise agreed upon in writing by the Parties. This applies regardless of the mode of transportation or delivery. A security interest in the Equipment remains with the Company until full payment is made. This security interest is not affected by whether the Equipment is attached to realty or other property. Buyer agrees to take all necessary actions to perfect and maintain the Company’s security interest and to protect the Company’s interest by adequately insuring the Equipment. The Buyer shall name the Company as an additional insured under such insurance policies, and upon request, shall provide proof of such insurance.

3. Delivery and Delays / Force Majeure: Delivery dates are estimates and shall not be construed as "time is of the essence." The Company is not liable for any delays caused by circumstances beyond its reasonable control, including but not limited to war, terrorism, strikes, fire, flood, governmental acts, embargoes, shortages, or transportation delays. In case of such delays, the delivery date or completion time will be extended accordingly. The Buyer’s receipt of the Equipment constitutes a waiver of any claims for delay.

4. Taxes: The price for the Equipment does not include any present or future federal, state, or local taxes (such as property, sales, use, excise, or similar taxes) that may apply to this transaction. Such taxes will be itemized separately to the Buyer, who shall promptly pay them to the Company. The Company will accept a valid exemption certificate from the Buyer, if applicable, but if the certificate is not accepted by the relevant tax authority, the Buyer agrees to reimburse the Company for any taxes paid, including interest or penalties.

5. Set Offs: The Buyer shall not set off or claim compensation against any amounts due to the Company under this contract or otherwise.

6. Patents: The Company will defend any suit or proceeding brought against the Buyer based solely on a claim that the Equipment infringes a U.S. patent, provided the Company is promptly notified and given authority, information, and assistance for the defense. The Company may, at its option, modify the Equipment, procure a license for the Buyer, or replace the Equipment with non-infringing items. The Company is not liable for patent issues related to equipment beyond what was specifically furnished under this contract.

7. Warranty for New Equipment: The Company warrants that new Equipment will be free of defects in material and workmanship for the periods specified in the relevant warranty documents, incorporated by reference. Aftermarket accessories are covered for six months, and service parts are sold “AS-IS.”

8. Warranty for Used Equipment: The Company revokes the battery warranty for Equipment older than one year compared to the current model year. All used Equipment is sold “AS-IS, WHERE-IS,” with no warranties unless stated otherwise on the sales invoice. If a warranty is provided, it will be in accordance with the Company’s standard pre-printed limited Remanufactured warranty.

9. Warranty Generally: Except for the warranties explicitly provided in Sections 7, 8, or 9, and the warranty of clear title, the Company disclaims all other representations or warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose. The Buyer must report any nonconformity to the Company within the warranty period. The Company will, at its discretion, repair or replace the Equipment, provided that the Buyer has used the Equipment in accordance with reasonable industry practices and Company instructions. Corrosion, wear, and performance warranties are excluded, and the Company’s liability is limited to the remedies specified.

10. Operation: The Buyer shall not operate defective Equipment without notifying the Company in writing. Use of defective Equipment is at the Buyer’s sole risk.

11. Compliance with Laws: The Buyer shall not modify the Equipment without notifying customers of the modifications and their inherent risks. The Buyer must comply with all applicable laws, industry standards, and regulations relating to the use or sale of the Equipment.

12. Limitation of Liability: The Company’s total liability under this contract, including for any claim related to Equipment, services, or performance, is limited to the purchase price of the Equipment. The Company is not liable for any consequential, incidental, indirect, special, or punitive damages, including loss of use, revenue, or goodwill, regardless of the legal basis of the claim.

13. Miscellaneous: This contract is governed by Florida law, excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Neither party may assign or transfer the contract without written consent from the other party, except for the Company’s right to receive payment. No contract modification is valid unless approved in writing by an officer of the Company. This contract supersedes all prior agreements and constitutes the entire understanding between the Parties.

14. Returns/Pre-order Cancellations: Pre-order deposits are refundable within 14 days of receipt. If you request a refund of your deposit it will be credited back to your account within 21 days or within your bank's billing cycle. Your deposit will not be refunded after 14 days from initial deposit and will be forfeited. In a case where Oberon Electrodynamics Corp cannot deliver, your deposit will be fully refunded.
    

    All sales are final