Terms & Conditions of Quote Acceptance

1. Offer and Acceptance:

This quote is valid until the expiration date listed. After this period, prices and availability are subject to change.

Acceptance of this quote by the Buyer by issuing a purchase order referencing this quote constitutes agreement to these terms and conditions.

Any terms and conditions contained in any purchase order or other document issued by the Buyer that are inconsistent with or additional to these terms and conditions shall be null and void and of no effect unless agreed upon by Multispectral Systems LLC.

2. Pricing and Payment:

All prices are in USD and are exclusive of all applicable taxes (e.g., sales tax, VAT, GST), duties, levies, and any other charges imposed by any governmental authority, unless otherwise explicitly stated. Buyer is responsible for all such charges.

Payment for products is due upon order placement unless otherwise agreed upon by Multispectral Systems LLC. Payment shall be made by wire transfer.

Prices are subject to change without prior notice for orders placed after the quote expiry date or due to unforeseen increases in raw material costs, labor, or other production expenses.

3. Delivery and Shipping:

Delivery will be ExWorks as per Incoterms 2020. Buyer is responsible for all shipping, handling, and insurance costs unless otherwise agreed in writing.

Any delivery dates provided are estimates only. Seller shall not be liable for any delays in delivery or for failure to perform due to causes beyond its reasonable control, including but not limited to, acts of God, strikes, labor disputes, governmental actions, or transportation shortages.

Title and risk of loss shall pass to Buyer upon Seller's delivery to the carrier.

Seller reserves the right to make partial shipments.

4. Inspection and Acceptance:

Buyer shall inspect all products upon receipt and notify Seller in writing of any non-conformity, damage, or shortage within 7 days of delivery. Failure to provide such notice within this period shall constitute unqualified acceptance of the products.

Returns of products are only accepted with prior written authorization from Seller and may be subject to a restocking fee of 10% of the product price. Products must be returned in their original condition and packaging.

5. Warranties and Disclaimers:

Seller warrants that the products sold will conform to the descriptions provided in this quote and will be free from defects in material and workmanship for a period of 12 months from the date of delivery. This warranty is limited to the repair or replacement of the defective product, at Seller's sole discretion.

EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL PRODUCTS ARE SOLD 'AS IS' AND 'AS AVAILABLE'.

This warranty does not cover damage caused by misuse, abuse, accident, alteration, improper installation, neglect, or unauthorized repair or modification.

6. Limitation of Liability:

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SELLER'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS SHALL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCT(S) GIVING RISE TO THE CLAIM.

7. Force Majeure:

Neither party shall be liable for any delay or failure to perform its obligations hereunder (excluding payment obligations) due to causes beyond its reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, pandemics, strikes, labor disputes, or governmental regulations.

8. Governing Law and Dispute Resolution:

This quote and any resulting agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict of laws principles.

Any dispute arising out of or relating to this quote or the sale of products shall be resolved through exclusive jurisdiction of the state and federal courts located in Scott County, Iowa.

9. Entire Agreement:

This quote, together with any attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

10. Severability:

If any provision of this quote is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. Waiver:

No waiver by Seller of any breach of these terms shall be effective unless in writing and shall not constitute a waiver of any subsequent breach.