Terms and Conditions of Sale

Applicability and Scope

These Terms and Conditions of Sale (“Terms”) govern all quotations, sales, and deliveries of goods and/or services (“Products”) provided by Advanced Hermetic Solutions (“AHS,” “Seller,” or “we”) to the purchaser (“Buyer” or “Customer”). These Terms form an integral part of all quotations, order confirmations, invoices, and contractual agreements unless explicitly waived or modified in writing by an authorized representative of AHS.

Order Acceptance and Contract Formation

All purchase orders are subject to written acceptance by AHS. A binding agreement is formed only when AHS issues a written order acknowledgment or commences performance. AHS reserves the right to refuse any order at its discretion.

Pricing and Payment Terms

All prices are in USD and exclusive of applicable taxes and shipping unless otherwise specified. Standard payment terms are net 30 days. Late payments are subject to a 1.5% monthly charge. AHS reserves the right to require payment in advance or suspend performance due to Buyer’s credit status.

Delivery, Title, and Risk of Loss

All deliveries are made F.O.B. Origin. Title and risk transfer to Buyer upon shipment. Delivery dates are estimates and AHS shall not be liable for delays beyond its reasonable control.

Inspection and Acceptance of Goods

Buyer must inspect all Products upon receipt. Claims must be made in writing within ten (10) calendar days. Failure to report defects constitutes acceptance of the Products.

Limited Warranty

AHS warrants that Products will materially conform to written specifications and be free of defects for thirty (30) days from shipment. This warranty excludes misuse or unauthorized modifications. Remedies are limited to repair, replacement, or refund at AHS’s discretion.

Disclaimer of Warranties and Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED, AHS DISCLAIMS ALL OTHER WARRANTIES. AHS SHALL NOT BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES. TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCT.

Return Authorization and Restocking

Returns require prior written RMA approval. Products must be returned in original condition. Non-defective returns may incur a restocking fee of up to 25%.

Intellectual Property Rights

All IP rights remain the sole property of AHS or its licensors. Buyer shall not reproduce, reverse-engineer, or use Products in violation of such rights.

Export Control Compliance

Buyer agrees to comply with all U.S. export laws including ITAR and EAR. Buyer shall not export or re-export any Products without required government authorizations.

Confidentiality

All non-public information disclosed by AHS shall be kept confidential and used solely for the purpose of executing the Buyer’s purchase order or contract.

Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California. All disputes shall be resolved in courts located in Orange County, California.

Entire Agreement and Severability

These Terms represent the entire agreement. If any provision is deemed unenforceable, the remainder shall remain in effect.

Amendments and Waivers

Any amendments or waivers must be in writing and signed by an authorized AHS representative.