Effective Date: October 8, 2026.
These Terms and Conditions of Sale (the “Terms”) apply to all quotations, sales, shipments, deliveries, returns, warranties, services and disputes relating to products, software and services supplied by QuakeLogic Inc. (“Seller”). By requesting a quotation, issuing a purchase order, submitting payment, accepting delivery, or using any product, the purchaser (“Buyer”) agrees to these Terms in full. Electronic acceptance of these Terms, including by email, online checkout or electronic signature, constitutes a legally binding agreement.
PLEASE READ SECTIONS 14 THROUGH 20, 26 AND 27 CAREFULLY. THEY LIMIT SELLER’S WARRANTIES, REMEDIES AND LIABILITY AND ALLOCATE RISK BETWEEN THE PARTIES.
These Terms constitute a legally binding agreement between Seller and Buyer. If Buyer does not agree to these Terms, Buyer must not place an order, submit payment, accept delivery, or use any product. Each individual placing an order on behalf of an organization represents that they are authorized to bind that organization to these Terms.
Seller sells exclusively to businesses, research and educational institutions, and government agencies. Buyer represents that it is purchasing for business, scientific, educational or governmental purposes and not for personal, family or household use. Consumer protection laws applicable to consumer purchases therefore do not apply.
For orders from U.S. federal, state or local government entities and public institutions, the terms of the applicable government contract or solicitation govern, and these Terms apply only to the extent they are consistent with that contract and with the law governing that entity. Section 20 (Indemnification) and the forum provisions of Section 26 do not apply where prohibited by such law.
Seller’s quotations are valid for thirty (30) days from issue unless the quotation states otherwise, and may be withdrawn or revised by Seller at any time before Seller accepts an order. An order is binding on Seller only when Seller confirms it in writing or ships the products. Prices are in United States dollars and exclude taxes, duties, freight, insurance, installation, training and on-site services unless the quotation expressly includes them. Seller may correct clerical, typographical or pricing errors in any quotation, acknowledgment or invoice. Seller may adjust prices before shipment to reflect documented increases in tariffs, duties, or supplier costs imposed after the quotation date, and will notify Buyer before doing so.
Unless Seller’s quotation states otherwise, payment in full is due in advance of shipment. Where Seller extends credit, invoices are due net thirty (30) days from the invoice date. Payment must be made in United States dollars in immediately available funds, without set-off, deduction or counterclaim. Buyer bears all bank, wire transfer, card processing and currency conversion charges. Overdue amounts accrue a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by law if lower, from the due date until paid. If any amount is overdue, or if Seller reasonably doubts Buyer’s ability to pay, Seller may, without liability and in addition to its other rights, suspend performance, withhold shipments, withdraw credit, require payment in advance, or cancel any unshipped order.
Buyer is responsible for all sales, use, value-added, goods and services, excise and similar taxes, and all import duties, tariffs, customs fees, brokerage and governmental charges relating to the products, except taxes on Seller’s net income. If Buyer claims a tax exemption, Buyer must provide a valid exemption certificate before shipment. Otherwise, Seller will charge the applicable tax.
All hardware sales are final and non-cancelable once an order is placed. Orders may not be canceled, modified, or refunded after payment authorization, production scheduling, shipment preparation, or shipment dispatch, whichever occurs first. If Seller, in its sole discretion, agrees in writing to a cancellation or change, Buyer shall pay a cancellation charge set by Seller, together with all costs incurred and non-cancelable commitments made by Seller before the cancellation, including materials, engineering, labor and supplier charges.
Unless Seller’s quotation states otherwise, domestic shipments are made FOB Origin, Seller’s facility, Roseville, California, USA, and international shipments are made FCA Seller’s facility, Roseville, California (Incoterms® 2020). Title (subject to Section 8) and risk of loss pass to Buyer upon delivery to the first carrier. Seller is not responsible for delays, loss, theft or damage in transit. Buyer must file any claim directly with the carrier.
Delivery and lead times are good-faith estimates only. Seller is not liable for any delay, and delay does not entitle Buyer to cancel, refuse delivery, or claim damages, penalties or liquidated damages unless Seller has expressly agreed to them in a written document signed by an authorized officer of Seller. Seller may make partial shipments and invoice each separately. If Buyer delays or fails to take delivery, risk of loss passes to Buyer on the date Seller notifies Buyer that the products are ready, and Seller may store the products at Buyer’s risk and expense and invoice them as if shipped.
To the extent permitted by law, title to all products remains with Seller until Seller receives payment in full. Buyer grants Seller a purchase-money security interest in the products and their proceeds to secure payment of all amounts owed, and authorizes Seller to file financing statements and take any other action needed to perfect that interest. Until paid in full, Buyer shall keep the products free of liens and adequately insured, and on Buyer’s default Seller may repossess them in addition to its other remedies.
Delivery is deemed complete when carrier tracking indicates delivery, a signature is recorded, or goods are left at the delivery location. Buyer must report visible damage or shortage in writing within forty-eight (48) hours of delivery, and any other non-conformity with the order (such as wrong model or missing items) within ten (10) calendar days of delivery. Products not so reported are irrevocably accepted. After acceptance, Buyer’s only remedies are those provided under the Limited Warranty. Use of a product in any manner constitutes acceptance.
This section applies only to non-defective products returned for credit. Defective products are handled under Sections 15 and 16.
Returns for credit are accepted only with prior written authorization and a Return Merchandise Authorization (RMA) number issued by Seller, at Seller’s sole discretion. Products must be unused, unmodified and in original packaging, and must ship within seven (7) calendar days of RMA issuance. Buyer bears all return costs, including freight, insurance, packaging, export clearance, duties and brokerage. A restocking fee of twenty-five percent (25%) of the product price applies. Custom and semi-custom products cannot be returned. Shipments arriving without a valid RMA will be refused or returned at Buyer’s expense.
Seller may reject any returned product that fails Seller’s inspection, and will return it to Buyer at Buyer’s expense. Any credit is issued only after inspection, is net of the restocking fee and any costs incurred by Seller, excludes original freight, duties and taxes, and is applied toward Buyer’s future purchases unless Seller elects otherwise in writing. Issuance of an RMA is not an admission that the product is defective or that any credit is owed.
Products are professional scientific, engineering, industrial and training instruments intended for use by trained technical personnel. They are not consumer products and are not designed, tested or certified for medical, life-support, nuclear, aviation or other safety-critical applications in which failure could lead to death, personal injury or severe property or environmental damage. Buyer assumes full responsibility for product selection, suitability, application, integration, configuration, installation and use, and for the results obtained.
Monitoring, warning and alerting functions. Earthquake early warning, structural health monitoring, alarm, threshold and alerting functions depend on sensor placement, network and communications availability, power, configuration, third-party data and natural phenomena that cannot be predicted with certainty. They may produce late, false or missed alerts. Seller does not guarantee that any event will be detected, measured or reported, or that any warning will be issued in time or at all. Buyer shall not rely on any product as the sole means of protecting life, safety or property, and shall maintain independent safety systems and procedures.
Training and simulation products. Simulators and training systems supplement, and do not replace, qualified instruction, supervised practice and testing. Seller makes no representation that their use satisfies any licensing, certification, accreditation or regulatory requirement.
Specifications, performance figures, payload and frequency ratings, accuracy, noise levels and similar data in datasheets, catalogs, websites, proposals and other literature are typical or nominal values provided for guidance only and are not guaranteed unless Seller expressly guarantees them in a written quotation. Achieved performance depends on installation, foundation, environment, payload, configuration and use. Seller may change the design, components, materials or specifications of products without notice, provided form, fit and function are not materially affected.
Unless Seller’s quotation expressly includes them, installation, commissioning, foundations, anchoring, rigging, electrical, hydraulic, pneumatic and network connections, and permits are Buyer’s responsibility. Buyer is solely responsible for site suitability; for compliance with all applicable building, electrical, fire, occupational safety and environmental codes; for machine guarding, emergency stops, interlocks and safety barriers; and for training, supervising and protecting its personnel and any third parties who use or are near the products. Where Seller personnel perform on-site work, Buyer shall provide safe access, a safe working environment and all required site safety information.
Seller warrants to the original Buyer only that new hardware products sold under the QuakeLogic name or a QL model designation will be free from defects in materials and workmanship under normal use for one (1) year from the date of shipment, unless a different period is stated in Seller’s written quotation. Buyer’s sole and exclusive remedy, and Seller’s sole obligation, under this warranty is repair or replacement of the defective product or part, at Seller’s option. Refunds are not provided under any circumstances. Replaced parts become Seller’s property. This warranty is not transferable.
This warranty does not cover: improper installation, storage or handling; misuse, abuse, accident or negligence; operation outside published specifications or ratings; environmental exposure (including water, humidity, lightning, corrosion and extreme temperature); electrical damage (including power surges and improper grounding); unauthorized repair, opening or modification; products whose serial numbers are removed or altered; transit damage; software configuration or Buyer-supplied software or data; consumables, batteries and normal wear; cosmetic damage; and products not paid for in full. Seller does not warrant that products or software will operate uninterrupted or error-free.
Buyer must notify Seller in writing of any claimed defect within the warranty period, describing the fault and including the serial number and available diagnostic data. Before any return is authorized, Buyer shall work with Seller on remote diagnosis. Seller may resolve a claim, at its option, by remote support, by a software or firmware update, by shipping a field-replaceable part for Buyer to install, or by authorizing return of the product under an RMA. Repaired or replaced products and parts are warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer.
Claims not made in writing within the warranty period are waived. Repair or replacement does not extend or restart the original warranty period except as stated in this section.
(a) Shipment to Seller. Buyer bears all costs of shipping a product to Seller’s facility for warranty inspection, repair or replacement. These costs include removal and dismantling, crating and packaging, freight, insurance, export clearance, and any duties, taxes and brokerage. Buyer bears the risk of loss or damage until the product is received by Seller. Damage from inadequate packaging is not covered by the warranty. Seller does not provide prepaid shipping labels unless it has agreed to do so in a written quotation.
(b) Return shipment to Buyer. If Seller confirms a defect covered by the warranty, Seller will pay freight to return the repaired or replacement product to Buyer’s original delivery address, by a carrier and economy service level of Seller’s choice. International return shipments are made DAP (Incoterms® 2020). Buyer pays import duties, taxes and brokerage at destination. Expedited shipping is at Buyer’s expense.
(c) No defect found or not covered. If Seller finds no defect, or finds the fault is excluded from the warranty, Seller will notify Buyer. Exclusions include misuse, improper installation, electrical damage, environmental exposure, unauthorized modification and transit damage. Buyer then pays Seller’s evaluation fee at Seller’s then-current rate, stated in the RMA, any repair Buyer approves at Seller’s quoted rates, and freight in both directions. Seller will release the product only after these amounts are paid.
(d) Unclaimed products. A product that remains at Seller’s facility sixty (60) days after Seller notifies Buyer that it is ready may be treated as abandoned and disposed of at Seller’s discretion.
(e) On-site service. Warranty service is performed at Seller’s facility. On-site service is not included. Where Seller agrees to provide it, Buyer pays travel, lodging and labor at Seller’s current rates.
Products, components, software and accessories manufactured by third parties, resold by Seller and not sold under the QuakeLogic name are supplied with only the warranty, if any, provided by their manufacturer. Seller will pass through such warranty to Buyer to the extent permitted, but provides no warranty of its own for third-party products.
THE LIMITED WARRANTY IN SECTION 14 IS EXCLUSIVE AND IS GIVEN IN PLACE OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF DATA, AND UNINTERRUPTED OR ERROR-FREE OPERATION. NO EMPLOYEE, AGENT, DISTRIBUTOR OR REPRESENTATIVE OF SELLER IS AUTHORIZED TO MAKE ANY OTHER WARRANTY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, PRODUCTION OR DATA, BUSINESS INTERRUPTION, DOWNTIME, COST OF SUBSTITUTE GOODS OR SERVICES, OR DAMAGE TO OTHER PROPERTY, HOWEVER CAUSED, EVEN IF SELLER HAS BEEN ADVISED OF THEIR POSSIBILITY.
SELLER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER OR PRODUCT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY OR ANY OTHER THEORY, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.
These limitations apply even if any limited remedy fails of its essential purpose. They reflect an agreed allocation of risk between the parties that is reflected in Seller’s prices, and Seller would not sell the products without them. They do not apply to liability that cannot be limited or excluded under applicable law.
Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, employees, agents and affiliates from and against any and all claims, demands, suits, damages, liabilities, losses, fines, penalties, costs and expenses (including reasonable attorney’s fees and expert fees) arising out of or relating to: (a) the use, misuse, installation, integration, modification, operation or application of any product by or for Buyer; (b) any reliance by Buyer or any third party on data, measurements, alerts or outputs of any product; (c) any design, specification or instruction supplied by Buyer; (d) Buyer’s breach of these Terms; or (e) Buyer’s violation of any law, including export, sanctions and workplace safety laws. This obligation does not apply to the extent a claim is finally determined to have been caused by Seller’s gross negligence or willful misconduct.
Software and firmware supplied with or embedded in any product are licensed, not sold. Subject to payment in full, Seller grants Buyer a non-exclusive, non-transferable license to use such software and firmware in object-code form solely with the product with which it was supplied and for Buyer’s internal purposes. Buyer shall not copy (except for backup), modify, reverse engineer, decompile or disassemble any software or firmware, except to the extent applicable law expressly permits it. Third-party and open-source components are subject to their own license terms. Separately licensed software and support services are governed by Seller’s applicable software agreement. Buyer is solely responsible for backing up its data and for the security of its networks and systems, and Seller is not liable for any loss or corruption of data.
Seller retains all right, title and interest in its products, designs, drawings, software, documentation, quotations and other intellectual property. No license is granted except as expressly stated in these Terms. Buyer shall keep Seller’s pricing, quotations, proposals, drawings and non-public technical information confidential, use them only to evaluate, purchase and use Seller’s products, and not disclose them to any third party, including any competitor of Seller, without Seller’s prior written consent, except as required by law, including public-records laws.
Buyer agrees not to initiate chargebacks, payment reversals or payment disputes for products that have been shipped or delivered, except in cases of verified fraud or unauthorized transactions. Any dispute regarding a product must first be raised directly with Seller under these Terms.
An unauthorized chargeback constitutes a breach of these Terms. Seller may recover the disputed amount and all associated costs, including chargeback and administrative fees, collection costs, attorney’s fees and interest, and may suspend all further shipments, services and support until the matter is resolved.
Products, software and technical data may be subject to United States export control and sanctions laws, including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control, and to the laws of other countries. Buyer shall comply with all such laws and shall not export, re-export or transfer any product, directly or indirectly, to any prohibited destination, end user or end use. Buyer represents that it is not a sanctioned or restricted party and is not owned or controlled by one. Buyer shall provide end-user and end-use information on request. Seller may suspend or cancel any order without liability if Seller determines that performance may violate any such law or if a required license is delayed or denied.
Seller shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, earthquakes, fires, floods, epidemics and pandemics, supply chain disruptions, shortages of materials or components, labor disputes or shortages, carrier delays, acts of war or terrorism, civil unrest, cyberattacks, tariffs, embargoes, government actions or restrictions, and utility or communications outages. Seller’s time for performance is extended for the duration of the event, and Seller may cancel any affected order without liability. Force majeure does not excuse Buyer’s obligation to pay amounts due.
These Terms are governed by the laws of the State of California, USA, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. Buyer agrees to the exclusive jurisdiction of the state and federal courts located in Placer County or Sacramento County, California, and waives any objection to venue.
Before filing any action, the parties shall first attempt in good faith to resolve the dispute through discussions between senior representatives for at least thirty (30) days after written notice of the dispute. This requirement does not prevent Seller from bringing an action to collect amounts due or seeking injunctive relief to protect its intellectual property, confidential information or security interest.
To the extent permitted by law, any claim or action by Buyer arising out of or relating to these Terms or any product must be commenced within one (1) year after the cause of action accrues, or it is permanently barred.
In any action or proceeding arising out of or relating to these Terms or any order, the prevailing party shall be entitled to recover its reasonable attorney’s fees, expert fees and costs. Buyer shall also reimburse Seller for all costs of collecting overdue amounts, including collection agency fees and attorney’s fees, whether or not a lawsuit is filed.
These Terms are incorporated into every Seller quotation, order acknowledgment and invoice. Any different or additional terms in Buyer’s purchase order or other documents are rejected unless Seller expressly agrees to them in writing. If a document conflicts with these Terms, the following order of precedence applies: (1) a written agreement signed by an authorized officer of both parties; (2) these Terms; (3) Seller’s quotation.
These Terms may be changed or waived only in a written document signed by an authorized officer of Seller. Statements by sales, support or other staff, including by email, do not change these Terms. A concession Seller grants in one case does not waive its rights in any other case.
These Terms, together with the documents referred to in Section 29, constitute the entire agreement between the parties regarding their subject matter and supersede all prior and contemporaneous proposals, negotiations, communications, representations and understandings, whether written or oral. Buyer acknowledges that it has not relied on any statement, representation or promise not expressly set out in these Terms.
Severability. If any provision of these Terms is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
Waiver. Seller’s failure or delay in enforcing any provision is not a waiver of that provision or of any other right.
Assignment. Buyer may not assign or transfer any order or any right or obligation under these Terms without Seller’s prior written consent. Seller may assign its rights, including its right to payment, and may use subcontractors.
Notices. Notices to Seller must be in writing and sent to Seller’s address shown on its quotation or website. Notices to Buyer may be sent to the billing, shipping or email address Buyer provided.
Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or fiduciary relationship. There are no third-party beneficiaries of these Terms.
Survival. Provisions that by their nature should survive delivery, completion, cancellation or termination, including payment, title and security interest, warranty limitations, disclaimers, limitation of liability, indemnification, software, confidentiality, export, governing law, time limit and attorney’s fees, shall survive.
Interpretation. Headings are for convenience only. “Including” means “including without limitation.” These Terms shall not be construed against either party as the drafter. If these Terms are translated, the English version controls.
Electronic records. The parties agree that quotations, orders, acknowledgments, invoices and acceptance of these Terms may be made electronically and that electronic records and signatures are binding.
Seller may revise these Terms at any time by posting a new version on its website. A revised version applies to orders quoted on or after its effective date. The version in effect on the date of Seller’s quotation governs that order.
By requesting a quotation, placing an order or completing a purchase, Buyer confirms that it has read, understood and accepted these Terms in full, including the warranty disclaimers, limitation of liability, indemnification, governing law and time limit for claims, and that it has had the opportunity to consult legal counsel.
Information on this website is provided for general purposes only, may be updated without notice, and does not create any warranty or contractual obligation.
Seller is not responsible for the content or availability of third-party websites.
© QuakeLogic Inc. All Rights Reserved.
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