Effective Date: October 13, 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. IF YOU ARE BUYING AS A CONSUMER, SECTION 35 GIVES YOU ADDITIONAL RIGHTS AND OVERRIDES ANY CONFLICTING PROVISION OF THESE TERMS. IF YOU ARE LOCATED OUTSIDE THE UNITED STATES, SECTION 36 (INTERNATIONAL SALES) ALSO APPLIES TO YOU.
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 to businesses, research and educational institutions, government agencies and individual consumers. A “Consumer” is an individual who buys a product primarily for personal, family or household use. Every other Buyer (a “Business Buyer”) represents that it is purchasing for business, scientific, educational or governmental purposes and not for personal, family or household use. Section 35 sets out additional terms that apply to Consumers and, where stated, to consumer products, and it controls over any conflicting provision of these Terms.
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. Any provision of these Terms that such law prohibits the entity from accepting, which may include indemnification, late charges, attorney’s fees, time limits for claims, arbitration or forum selection, does not apply to that entity to the extent of the prohibition, and the remaining provisions continue to apply.
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. A quotation is an invitation to order and not an offer. An order is binding on Seller only when Seller confirms it in writing or ships the products. Seller’s acceptance of any order is expressly conditional on Buyer’s assent to these Terms, and Buyer assents to them by accepting delivery, making payment, or failing to object in writing before shipment. 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. If Seller corrects a pricing error after accepting an order, Seller will notify Buyer, and Buyer may either accept the corrected price or cancel the affected products for a full refund of amounts paid for them. 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 in writing before doing so. If such an adjustment increases the total price of an order by more than ten percent (10%), Buyer may, within five (5) business days after Seller’s notice, cancel the affected unshipped products by written notice without cancellation charge, and Seller will refund any amount prepaid for those products. If Buyer does not cancel within that period, Buyer accepts the adjusted price.
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 and currency conversion charges. Where permitted by applicable law and card network rules, Seller may add a surcharge to credit card payments, which will be disclosed to Buyer before payment, will not exceed Seller’s cost of acceptance or any lower limit set by law or card network rules, and will not apply to debit or prepaid cards. Seller will never change its bank or payment instructions by email alone; Buyer must confirm any change by telephone with Seller before sending payment, and Seller is not responsible for payments Buyer sends to accounts not confirmed in this way. 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. If Seller cancels an unshipped order under this section, Seller may apply any amount prepaid for that order to overdue amounts and to costs Seller has incurred for the order, and will refund any remaining balance to Buyer.
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. Seller collects and remits sales and use tax in each state and locality where Seller is required by law to do so, at the rate that applies to the delivery location, and shows it separately on its invoice. Where Seller is not required to collect tax, Buyer is responsible for reporting and paying any use tax due in its jurisdiction. If Buyer claims an exemption, including a resale exemption or a full or partial manufacturing or research and development exemption, Buyer must provide a valid, completed exemption or resale certificate for the delivery state before shipment, and Buyer is responsible for any tax, interest and penalties assessed if the exemption is disallowed. Otherwise, Seller will charge the applicable tax.
Once Seller has accepted an order under Section 3, the order is final and may not be canceled, modified or refunded by Buyer, except as expressly provided in Sections 3, 7, 10, 14, 25 and 35. 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, 2008 Opportunity Dr., Roseville, California, USA, and international shipments are made FCA Seller’s facility, 2008 Opportunity Dr., 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.
For orders placed by mail, telephone or internet, where the U.S. Federal Trade Commission’s Mail, Internet, or Telephone Order Merchandise Rule applies, Seller will ship within the time stated at the time of order (or, if no time is stated, within thirty (30) days). If Seller cannot do so, Seller will notify Buyer of the revised shipping date and give Buyer the option to consent to the delay or to cancel the unshipped products for a prompt refund, as that rule requires. This paragraph controls over Section 6 and the paragraph above to the extent of any conflict.
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.
For purposes of inspection, products are deemed received by Buyer when carrier tracking indicates delivery, a signature is recorded, or goods are left at the delivery location, whichever occurs first (“Receipt”). This does not change the passing of title and risk of loss under Section 7. Buyer must report visible damage or shortage in writing within forty-eight (48) hours of Receipt, and any other non-conformity with the order (such as wrong model or missing items) within ten (10) calendar days of Receipt. 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 is Seller’s return and refund policy. It 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 fifteen percent (15%) 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. Only if Seller determines that it cannot repair or replace a defective product after a reasonable number of attempts, Seller will, as Buyer’s sole alternative remedy, accept return of the product and refund the price Buyer paid for that product. No other refund is provided. Replaced parts and refunded products 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); damage caused by 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. If a product remains at Seller’s facility sixty (60) days after Seller notifies Buyer in writing that it is ready for return, Seller will send Buyer a second written notice to Buyer’s last known address and email address. If Buyer does not pay any amounts due and arrange collection within thirty (30) days after that second notice, the product may be treated as abandoned and, to the extent permitted by law, sold or disposed of at Seller’s discretion, with any sale proceeds applied to amounts Buyer owes Seller. Buyer pays reasonable storage charges from the date of the first notice.
(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, 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. The exclusion of damages in the first paragraph of this section and the limit in the second paragraph are each separate and independent of the exclusive remedies in Section 14, and each is to be enforced as such. 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. Nothing in these Terms limits or excludes Seller’s liability for fraud, for willful injury to the person or property of another, for violation of law where California Civil Code section 1668 forbids limitation, or for any other liability to the extent it 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 applies whether or not the claim also alleges negligence of Seller, but does not apply to the extent a claim is finally determined to have been caused by the negligence or willful misconduct of Seller, and Buyer’s obligation is reduced in proportion to Seller’s share of fault. Where this section relates to a construction contract, it shall be interpreted to comply with California Civil Code section 2782 and any other anti-indemnity statute that applies, and shall be enforced to the fullest extent that law allows.
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. Nothing in these Terms restricts anyone from making an honest review, rating or other assessment of Seller’s products, services or conduct, as protected by the federal Consumer Review Fairness Act and California Civil Code section 1670.8.
Buyer agrees to raise any dispute regarding an order, payment or product directly with Seller in writing, and to allow Seller at least thirty (30) days to resolve it under these Terms, before initiating any chargeback, payment reversal or payment dispute with a card issuer, bank or payment processor. This does not apply to a transaction that Buyer did not authorize.
Initiating a chargeback, payment reversal or payment dispute without first following this section, or for products that were shipped in accordance with these Terms, constitutes a breach of these Terms. Seller may contest any chargeback and provide these Terms and order records to the payment provider. 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. If Seller cancels an order under this section, Seller will refund amounts prepaid for undelivered products, less costs Seller has incurred for the order, except to the extent the refund is prohibited by law or Buyer’s breach of this section caused the cancellation.
Without limiting the above, Buyer represents and agrees that: (a) neither Buyer nor any party that owns fifty percent (50%) or more of Buyer, alone or together, nor any end user or consignee, is listed on, or owned or controlled by a party listed on, any U.S., United Nations, European Union or United Kingdom sanctions or restricted-party list, including the OFAC Specially Designated Nationals List and the BIS Entity List, Unverified List and Military End-User List; (b) Buyer will not use, sell or transfer any product, software or technical data for any military end use or military end user where U.S. law restricts it, or for the design, development, production or use of nuclear, chemical or biological weapons or missiles; (c) Buyer will not sell, export or re-export any product, directly or indirectly, to Russia, Belarus, Iran, North Korea, Cuba, Syria, the Crimea, so-called Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine, or any other comprehensively sanctioned country or region, or to any person for use there, without all required U.S. government authorizations; (d) Buyer will sign an end-use and end-user statement in Seller’s form when requested, and will notify Seller immediately if any of these representations becomes untrue; and (e) Buyer will impose these same restrictions on any party to which it resells or transfers a product. Seller may cancel any order and stop all support, warranty service and software updates without liability if Buyer breaches this section. Buyer shall indemnify Seller against all fines, penalties, losses and costs arising from Buyer’s breach of this section.
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. If the event continues for more than ninety (90) days, either party may cancel the affected unshipped portion of the order by written notice without liability, except that Buyer shall pay for products already shipped and for work performed and non-cancelable costs incurred by Seller before cancellation, and Seller will refund any remaining amount prepaid for the canceled portion. 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.
Buyers in the United States. If Buyer’s billing address is in the United States, Buyer agrees to the exclusive jurisdiction of the state courts located in Placer County, California, and the United States District Court for the Eastern District of California, and waives any objection to venue or to the convenience of the forum. Where an order includes construction or installation work on real property in another state whose law requires disputes about that work to be resolved in that state, that requirement applies to those disputes only.
Buyers outside the United States. If Buyer’s billing address is outside the United States, any dispute arising out of or relating to these Terms or any order or product shall be finally resolved by arbitration administered by the International Centre for Dispute Resolution (ICDR) under its International Arbitration Rules before a single arbitrator. The seat of arbitration is Sacramento, California, USA, and the language of the arbitration is English. Judgment on the award may be entered in any court having jurisdiction.
Before filing any action or arbitration, 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. Notwithstanding the above, Seller may bring an action to collect amounts due, or to enforce its security interest, in the courts described above or in any court having jurisdiction over Buyer or its assets, and either party may seek temporary or injunctive relief in any competent court 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. Seller’s performance, or Buyer’s acceptance of products, does not constitute acceptance of any of Buyer’s terms. 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) Seller’s written quotation or order acknowledgment, but only as to product description, quantity, price, payment terms, delivery terms, delivery schedule, warranty period and any other matter that these Terms expressly allow the quotation to vary; (3) these Terms.
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, sanctions, anti-corruption, governing law, dispute resolution and arbitration, waiver of immunity, 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 or placed on or after its effective date. The version in effect on the date of Seller’s quotation, or if there is no quotation, on the date Buyer places the order, 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.
This section applies to Consumers as defined in Section 2, except that subsection (b) also applies to any product that is a “consumer product” under the Magnuson-Moss Warranty Act, whoever buys it. If this section conflicts with any other provision of these Terms, this section controls. Nothing in these Terms excludes, limits or waives any right a Consumer has under applicable law that cannot be excluded, limited or waived by contract.
(a) Prices and payment. Seller will not pass card processing or surcharge fees on to a Consumer unless they are included in the price shown to the Consumer before purchase. Seller will not increase the price of an accepted Consumer order under Section 3 unless the Consumer agrees in writing to the new price; if the Consumer does not agree, Seller may cancel the affected products and will refund all amounts the Consumer paid for them.
(b) Limited Warranty and implied warranties. The warranty in Section 14 is a “Limited Warranty” under the Magnuson-Moss Warranty Act. For Consumers and consumer products, Section 18 does not disclaim implied warranties. Instead, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS LIMITED IN DURATION TO THE PERIOD OF THE LIMITED WARRANTY IN SECTION 14 (ONE (1) YEAR UNLESS A DIFFERENT PERIOD IS STATED IN SELLER’S QUOTATION), and, for products sold in California, to no less than sixty (60) days. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the limitation or exclusion in Section 19 may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. To make a warranty claim, contact Seller at info@quakelogic.net, +1-916-899-0391, or QuakeLogic Inc., 2008 Opportunity Dr. Suite 130, Roseville, CA 95678, USA, and follow the procedure in Section 15.
(c) Warranty service costs. Where applicable law, including the California Song-Beverly Consumer Warranty Act, requires Seller to bear the cost of transporting a product for warranty service, or to repair it at the Consumer’s location because its size, weight or method of attachment prevents shipment, Seller will do so, and Section 16 applies only to the extent consistent with that law. If Seller is unable to repair or replace a defective product after a reasonable number of attempts, Seller will replace it or refund the purchase price, less any amount permitted by law for the Consumer’s use of the product, as Section 14 and applicable law provide.
(d) Inspection. For Consumers, the periods in Section 9 are seven (7) calendar days for visible damage or shortage and thirty (30) calendar days for other non-conformities, and use of a product to inspect or test it does not by itself constitute acceptance.
(e) Liability. Section 19 does not limit Seller’s liability to a Consumer for death or personal injury caused by a defective product or by Seller’s negligence.
(f) Provisions that do not apply to Consumers. Section 20 (Indemnification), the indemnity in Section 24, and Section 27 (Time Limit for Claims) do not apply to Consumers. Section 23 does not limit any right a Consumer has under the Fair Credit Billing Act, the Electronic Fund Transfer Act or other law to dispute a charge, although Seller asks Consumers to contact Seller first so it can try to resolve the issue quickly.
(g) Disputes. The arbitration provision in Section 26 does not apply to Consumers. A Consumer residing in the United States may bring a claim in the courts described in Section 26 or, if the claim qualifies, in the small claims court for the county where the Consumer resides. A Consumer residing outside the United States keeps the protection of any mandatory consumer law of the country where the Consumer resides, including any statutory right to withdraw from a distance purchase, and may bring proceedings in the courts that law allows.
(h) Repair time. Where the California Song-Beverly Consumer Warranty Act or similar law applies, Seller will complete warranty repairs within thirty (30) days after it receives the product, unless the Consumer agrees otherwise in writing or a delay is caused by conditions beyond Seller’s control.
(i) Credit and overdue amounts. Seller does not extend credit to Consumers unless the parties sign a separate written agreement that complies with applicable consumer credit law. If a Consumer’s payment is overdue, the charge in Section 4 does not apply; instead, overdue amounts bear interest at ten percent (10%) per year or the maximum rate permitted by law, whichever is lower.
(j) Refunds. Any refund or credit owed to a Consumer under these Terms, including under Section 10, will be issued to the original payment method, not as store credit. Refunds for canceled online, telephone or mail orders will be issued within seven (7) business days for payments not made by credit card, and within one billing cycle for credit card payments, or sooner where the law requires.
(k) Electronic records. By ordering electronically, a Consumer agrees to receive these Terms, warranty information, order confirmations and invoices electronically. Viewing them requires a device with internet access, a current web browser and software that opens PDF files. A Consumer may request a free paper copy of these Terms or the Limited Warranty, or withdraw consent to electronic records, by contacting Seller at info@quakelogic.net; withdrawing consent does not affect the validity of records already provided.
(l) Notice to California residents. Under California Civil Code section 1789.3, California Consumers are entitled to the following notice: the seller is QuakeLogic Inc., 2008 Opportunity Dr. Suite 130, Roseville, CA 95678, +1-916-899-0391; charges are as stated in Seller’s quotation or checkout page; and complaints may be directed to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
This section applies to any order shipped to a destination outside the United States or placed by a Buyer whose billing address is outside the United States. It controls over any conflicting provision of these Terms, except Section 35, which continues to protect Consumers.
(a) Payment security. Unless Seller’s quotation states otherwise, international orders require payment in full in advance by wire transfer, or an irrevocable documentary letter of credit issued or confirmed by a U.S. bank acceptable to Seller, payable at sight and subject to the ICC Uniform Customs and Practice for Documentary Credits (UCP 600), on terms Seller approves in advance. All bank charges, including charges of intermediary, advising and confirming banks, are for Buyer’s account, so that Seller receives the full invoiced amount. If a required payment or letter of credit is not received within thirty (30) days after Seller’s order confirmation, Seller may cancel the order, and Section 6 charges apply. Seller’s delivery obligations are suspended, and delivery dates are extended, until the payment or letter of credit is received.
(b) Withholding taxes. All payments shall be made without deduction or withholding for any tax, duty or charge. If the law of Buyer’s country requires a withholding, Buyer shall increase its payment so that Seller receives the full amount it would have received without the withholding, and shall give Seller official receipts for any tax withheld.
(c) Importer of record and local compliance. Unless Seller’s quotation expressly states DAP or DDP delivery, Buyer is the importer of record. Buyer is responsible, at its cost, for import licenses and permits; customs clearance; import duties, taxes, value-added tax and goods and services tax; inspections, storage and demurrage at destination; and compliance with all laws of the destination country that apply to the import, sale, installation, registration, operation and disposal of the products, including product safety, electrical, radio-frequency, conformity-marking, hazardous-substance, battery, packaging and electronic-waste laws. Seller does not represent that any product complies with the standards, approvals or certifications of any country other than those stated in Seller’s written quotation. Where Seller agrees to DDP delivery, Buyer shall provide all information and local registrations Seller needs to act as importer, and shall reimburse any taxes or costs not included in Seller’s quoted price. Seller will provide a commercial invoice, packing list and, on request, a certificate of origin; any legalization or consular fees are for Buyer’s account.
(d) Incoterms. Incoterms® rules apply only to delivery, risk of loss, and the allocation of costs and export and import formalities. They do not change any other provision of these Terms, including Section 8.
(e) Retention of title abroad. If the law of the country where the products are located does not recognize Seller’s retention of title or security interest under Section 8, Buyer grants Seller the security right that most closely corresponds to it under that law, and shall sign and register any document Seller reasonably requests to protect it.
(f) Anti-corruption. Buyer shall comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all other applicable anti-corruption laws. Neither Buyer nor anyone acting for it shall offer, pay, promise or authorize any payment or thing of value, directly or indirectly, to any government official, employee of a state-owned entity, political party or other person to improperly obtain or keep business in connection with Seller’s products. Seller may cancel any order without liability if it reasonably believes this section has been breached.
(g) Anti-boycott. Seller complies with the anti-boycott provisions of the U.S. Export Administration Regulations and the Internal Revenue Code. Seller will not comply with, and rejects, any term in a purchase order, letter of credit, tender or other document that requires Seller to participate in or support any boycott not sanctioned by the U.S. government, and Seller may report such requests as U.S. law requires.
(h) Distributors and agents. Seller’s distributors, resellers, agents and representatives are independent businesses. They have no authority to bind Seller, to change these Terms or to give any warranty or commitment on Seller’s behalf, and Seller is not responsible for their statements or conduct.
(i) On-site work abroad. Where Seller’s personnel travel to Buyer’s country, Buyer shall provide invitation letters and other assistance needed to obtain visas and work permits, and shall pay or reimburse any local taxes, levies or registration costs imposed on Seller’s services there. Seller may postpone travel, without liability, if it reasonably considers that travel to the site is unsafe or the subject of an official travel warning.
(j) Immunity. If Buyer is a government, government agency, state-owned or state-controlled entity or public university outside the United States, Buyer agrees that its purchase is a commercial act and, to the fullest extent permitted by law, irrevocably waives any immunity from suit, arbitration, jurisdiction, attachment or execution of any award or judgment that it or its assets may have in connection with these Terms.
(k) Arbitration details. In any arbitration under Section 26, the arbitrator may award the prevailing party its reasonable attorney’s fees and costs, and the arbitration and award shall be kept confidential except as needed to enforce the award or as required by law. Any award may be enforced under the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
(l) Language and currency. These Terms are written in English, which controls over any translation, and all notices and dispute proceedings shall be in English. All prices and payments are in United States dollars, and Buyer bears all currency-exchange risk and charges.
Information on this website is provided for general purposes only, may be updated without notice, and does not create any warranty or contractual obligation.
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