Standard Terms and Conditions of Sale | Onset's HOBO Data Loggers

Onset Standard Terms and Conditions of Sale

DOMESTIC ORDERS -

APPLICATION

These terms and conditions govern the sale of goods by Onset Computer Corporation (the “Seller,” hereinafter referred to as “Onset”) and the Purchaser. For certain products, Onset is acting as a distributor of goods manufactured by a third-party manufacturer. Purchaser will be deemed to have assented to these terms and conditions upon Purchaser’s placement of order. Notwithstanding the above, failure of Onset to object to provisions contained in any purchase order or other form or document from Purchaser shall not be construed as a waiver of these terms and conditions nor an acceptance of any such provision.

PURCHASER’S USE ONLY/NO RESALE

The purchase of goods only conveys to Purchaser the non-transferable right for only Purchaser to use the quantity of goods purchased in compliance with the applicable intended use statement, limited use statement or limited label license, if any, in Onset catalogues or on the label or other documentation accompanying the goods (all such statements or licenses being incorporated herein by reference as if set forth herein in their entirety). Purchaser has no right to resell the goods, or any portion of them to a third party outside Purchaser’s corporate organization, and any such purchase by a reseller for the purpose of resale is strictly prohibited unless Onset first accepts and approves a purchase order and acknowledges in writing that the goods may be resold by Purchaser and the terms of such resale.

PRICE OF GOODS/TAXES

Prices quoted for the goods or as posted on the Onset website or otherwise presented are subject to change without notice. Acceptance of any order sent to Onset by the Purchaser is entirely at the discretion of Onset. All prices are quoted for delivery to Purchaser when goods are loaded on the carrier at Onset’s premises in Bourne, MA USA exclusive of shipping, insurance and installation charges, all of which are Purchaser’s sole responsibility. All prices are exclusive of all sales, use, excise, value added, withholding and other taxes, all customs, duties, documentation charges, and freights forwarder charges and charge of any nature now or hereafter claimed or imposed by any governmental authority upon the sale of the goods. Any such charges will be added to the product invoice or subsequently invoiced to the Purchaser. In the event Onset is required to pay any such tax, duty or charge, Purchaser will promptly reimburse Onset.

PAYMENT TERMS

Shipments and deliveries shall be subject to approval of Onset Credit Department. Onset reserves the right, prior to making any shipment, to require from the Purchaser satisfactory security for the performance of the Purchaser's obligations. If the Purchaser fails to furnish satisfactory security or information on which to base credit, and/or his account is in arrears, Onset may defer shipment or may opt to cancel the shipment of products. Terms of payment, if any, are effective from the date of invoice.

All payments shall be made in immediately available U.S. Dollars net thirty (30) days from the date of invoice for qualified accounts, without set-off, deduction or withholding of any kind, unless otherwise stated by Onset in writing and may be paid by check (drawn on a U.S. bank), wire transfer or major credit card. All open account invoicing must be pre-approved. Any amounts not paid when due will accrue interest at the rate of 1 1/2% per month, or the maximum amount allowed by law, if lower. In the event that any payment is more than thirty (30) days late, Onset shall have the right to suspend doing business with the Purchaser until all past due balances are made current. The Purchaser shall pay for all costs (including reasonable fees) incurred by Onset in connection with the collection of late payments. Each accepted purchase order is a separate, independent transaction, and the Purchaser has no right of set-off against other purchase orders or other transactions with Onset. The Purchaser hereby grants Onset a security interest in the goods in the amount of the unpaid balance of the purchase price until paid in full. Onset may file a financing statement for such security interest and the Purchaser shall sign any such statements or other documentation necessary to perfect Onset’s security interest.

CANCELLATION POLICY

Purchaser shall pay for any and all unrecoverable costs resulting from the cancellation of any order. If the Purchaser cancels a portion of an order, Onset reserves the right to back bill the Purchaser to account for any differences in quantity discounts.

SHIPMENT AND PACKAGING

Delivery dates are provided based on Onset's knowledge of the conditions existing at time of sale. Onset will do its best to ship within its quoted delivery estimate, but failure to make shipment as scheduled does not constitute a cause for cancellation, does not constitute a breach of contract and/or does not entitle the Purchaser to damages of any kind. The delivery of this order is contingent on the ability of Onset to obtain supplies and raw materials or finished products from a third-party manufacturer. Goods damaged in transit should be noted on the freight bill by the delivering carrier. All claims for goods damaged in transit shall be made against the delivering carrier by the Purchaser.

All prices for goods exclude costs of shipping and handling and insurance, in accordance with delivery terms designated by Onset. Unless otherwise agreed in writing, such costs will be paid by the Purchaser and will appear as a separate item on the Onset invoice. Onset shall ship in accordance with Onset standard practices. The Purchaser may specify different shipping instructions, subject to agreement by Onset. Unless otherwise agreed to in writing by Onset, all products shall be packaged, if appropriate, for shipment and storage in accordance with standard commercial practices. All packing shall conform to carrier requirements.

Onset reserves the right to make delivery in partial shipments (“Installments”). Any goods delivered in Installments may be invoiced individually and is payable subject to the “Payment Terms” section of these terms and conditions. Additional shipping and handling charges for Installments may apply. Delay in delivery of any Installment shall not relieve Purchaser of Purchaser’s obligation to accept remaining deliveries.

TITLE/RISK OF LOSS

All domestic shipments are made FOB per Uniform Commercial Code. All international shipments are made per INCOTERMS 2020 designated by Onset. Title to the goods and the risk of loss of or damage to the goods ordered by Purchaser will pass to the Purchaser at time of Onset delivery of goods to the carrier. The carrier shall be deemed Purchaser’s agent, and any claims for damages in shipment must be filed with the carrier. Onset is authorized to designate a carrier pursuant to Onset standard shipping practices unless otherwise specified in writing by the Purchaser.

ADDITIONAL FEES

These fees reflect increased sourcing and landed costs and will be listed separately on the invoice.

ACCEPTANCE OF GOODS

All sales are final and all goods shall automatically be deemed accepted upon delivery to Purchaser when goods are loaded on the carrier at Onset premises in Bourne, MA, USA. Failure to provide written notice to Onset of any shortages, defects, or damages relating to the goods within fifteen (15) days after receipt shall conclusively deem that the goods conform to the terms set forth in these terms and conditions. Purchaser may not return any goods to Onset except as provided for by Onset warranty or as provided herein.

RETURN OF GOODS

Onset will accept return of unused and unmodified standard goods within 30 days of invoice date only with prior authorization by Onset. Onset will refund the price paid less (i) any NIST testing charges, if applicable, and (ii) a fifteen percent (15%) restocking charge. Acceptance of returns after 30 days shall be at Onset's sole discretion. If accepted, such returns will be for merchandise credit only and shall be subject to any NIST testing charges and a twenty percent (20%) restocking fee. Onset shall not be obligated to accept return of used or unused goods which are covered under the warranty pursuant to Section 10 or which is obsolete inventory. Product returns require an Onset-issued RMA number which is to be clearly marked on the exterior of the return package. Products must be returned in the original unopened packaging, clean and free of toxins, and in their original testable format in a new and unused condition and must be resaleable as new. Purchaser is responsible for all return shipping charges. Purchaser shall be responsible to make payment to Onset for any and all expenses related to de-installation of the goods, including but not limited to shipping, duties, and taxes. All payments subject to this provision shall be made to Onset within thirty (30) days of return, or de- installation, of the goods.

WARRANTIES

(a) Onset warrants that (the “Onset Warranty”), for a period of twelve (12) months from the date of shipment of the goods from Onset (the “Warranty Period”), unless otherwise specified for individual goods (such as goods with a specified shelf life) or extended by a Support Contract or Extended Warranty Contract (the “Extended Warranty”), the goods sold hereunder will be free from material defects in materials and workmanship and will conform to Onset published specifications in effect as of the date of manufacture. The customer has the ability to purchase an additional twelve (12) months of Warranty Period, for an additional fee. FOR PRODUCTS WHERE ONSET IS ACTING AS A DISTRIBUTOR, ONSET WILL TRANSFER TO PURCHASER ANY TRANSFERRABLE WARRANTIES OR INDEMNITIES THAT THE MANUFACTURER OF THE PRODUCT PROVIDES TO ONSET. IN SUCH CASES WHERE ONSET IS ACTING AS A DISTRIBUTOR, NO ADDITIONAL WARRANTIES ARE GIVEN OR IMPLIED BEYOND THE MANUFACTURER'S WARRANTY, IF ANY. IN NO EVENT SHALL ONSET BE LIABLE FOR ANY INDIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER SIMILAR DAMAGES (INCLUDING LOSS OF USE OR LOST PROFITS) WHICH MAY RESULT FROM THE USE OF GOODS PURCHASED HEREUNDER AND AS SET FORTH IN THE “LIMITATION OF LIABILITY” SECTION OF THESE TERMS AND CONDITIONS.

(b) The foregoing warranty coverage shall not apply if the defective good (i) has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling or use contrary to any instructions issued by Onset, (ii) has been repaired or altered by persons other than Onset, (iii) has been moved/relocated once originally installed unless Onset approved deinstall/reinstall procedures are followed; (iv) has not been installed, operated, repaired and maintained in accordance with the documentation or operated outside of the environmental specifications for the good; (v) has failed due an Act of God, including but not limited to fire, flood, tornado, earthquake, hurricane or lightning or (vi) has been used with any devices, accessories or products not manufactured by or approved by Onset. In addition, the foregoing warranty shall not apply to goods (i) marked or identified as “sample,” (ii) loaned or provided to Purchaser at no cost, or (iii) which are sold “as is.”

(c) If during the Warranty Period of the Onset Warranty: (i) Onset is notified promptly in writing upon discovery of any defect in the product, including a detailed description of such alleged defect, (ii) such product is returned, transportation charges prepaid, to Onset’s designated manufacturing facility subject to the prior approval of Onset with a valid Return Material Authorization (“RMA”) number, and (iii) Onset’s inspections and tests determine that the product is indeed defective and the product has not been subjected to any of the conditions set forth above, then, as Purchaser’s sole remedy and Onset’s sole obligation under the foregoing warranty, Onset will, at Onset’s option, repair or replace without charge the defective product. In no event will the Purchaser itself nor will the Purchaser allow any party other than Onset or a third party authorized in writing by Onset to perform any service on the products.

(d) Any product that has either been repaired or replaced under the Onset Warranty shall have warranty coverage (parts only) for the longer of one (1) year or the remaining original Warranty Period. Replacement parts and/or replacement products used in the repair or replacement of products may be new or equivalent to new at Onset’s sole discretion.

(e) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, ONSET MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY SERVICES, PRODUCTS OR OTHER PRODUCTS PROVIDED IN CONNECTION WITH THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.

(f) Notwithstanding anything herein to the contrary, Onset makes no warranty with respect to any third party products provided under these terms and conditions. Purchaser’s sole remedy with respect to such third party products shall be pursuant to the original manufacturer’s or licensor’s warranty, if any, to Purchaser, to the extent permitted by the original manufacturer or licensor.

LIMITATION OF LIABILITY

IN NO EVENT SHALL ONSET, ITS LICENSORS OR ITS SUPPLIERS BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PRODUCTS OR THESE TERMS AND CONDITIONS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE). ONSET’S TOTAL AND CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY PRODUCTS PURCHASED BY PURCHASER OR SERVICES PERFORMED BY ONSET ON BEHALF OF PURCHASER HEREUNDER SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY PURCHASER FOR SUCH PRODUCTS OR SERVICES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ONSET OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

CUSTOMIZED PRODUCTS

Onset reserves the right to require prepayment on custom orders. Claims by Purchaser of nonconformance to specification must be made to Onset within ten (10) days of delivery. Failure to inspect and make a claim within ten (10) days of delivery constitutes acceptance of the goods. Orders to Purchaser's specifications are executed only on the agreement that the Purchaser shall indemnify Onset and hold it harmless for any loss, cost or damages of any nature resulting from or arising from any infringement of patents or any alleged infringement of patents or infringement of any other intellectual property rights.

INDEMNIFICATION

Products supplied by Onset are not designed, intended, or authorized for use as components intended for surgical implant or ingestion into the body or other applications involving life-support, or for any application in which the failure of the Onset-supplied product could create or contribute to a situation where personal injury or death may occur. Products supplied by Onset are not designed, intended, or authorized for use in or with any nuclear installation or activity. Products supplied by Onset are not designed, intended, or authorized for use in any aeronautical or related application. Should any Onset-supplied product or equipment be used in any application involving surgical implant or ingestion, life-support, or where failure of the product could lead to personal injury or death, or should any Onset-supplied product or equipment be used in or with any nuclear installation or activity, or in or with any aeronautical or related application or activity, Purchaser will indemnify Onset and hold Onset harmless from any liability or damage whatsoever arising out of the use of the product and/or equipment in such manner.

SEVERABILITY

If any portion of these terms and conditions is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of these terms and conditions.

EXPORT CONTROL

Purchaser acknowledges and agrees that the products purchased under these terms and conditions or services performed by Onset may be subject to restrictions and controls imposed by the United States Government and the regulations thereunder. PURCHASER WARRANTS THAT IT WILL NOT EXPORT OR RE-EXPORT ANY PRODUCTS PURCHASED OR DELIVERABLES FROM SERVICES PERFORMED BY ONSET WITHOUT PRIOR WRITTEN NOTIFICATION AND APPROVAL OF ONSET.

ASSIGNMENT

Purchaser shall not assign or transfer these terms and conditions or any rights or obligations under these terms and conditions, whether voluntary or by operation of law, without the prior written consent of Onset. Onset may freely assign these terms and conditions. Onset or any successor may assign all or part of the right to payments under these terms and conditions. Any assignment or transfer of these terms and conditions made in contravention of the terms hereof shall be null and void. Subject to the foregoing, these terms and conditions shall be binding on and inure to the benefit of the parties’ respective successors and permitted assigns.

ENTIRE AGREEMENT

These terms and conditions take precedence over Purchaser's additional or different terms and conditions, to which notice of objection is hereby given. Acceptance by Purchaser is limited to Onset’s Conditions of Sale. Neither Onset’s commencement of performance nor delivery shall be deemed or construed as acceptance of Purchaser's additional or different terms and conditions. These terms and conditions supersede all prior communications, transactions, and understandings, whether oral or written, and constitute the sole and entire agreement between the parties pertaining to the referenced quotation or purchase order, provided that: (1) these terms and conditions shall not, without Onset’s prior written consent, supersede any conflicting terms of: (a) prior written agreements duly executed by Onset, or (b) governmental purchase orders, terms of purchase, requests for quotation or acquisition regulations relative to governmental purchasers; and (2) to the extent not in conflict with any such prior or governmental terms, these terms and conditions shall supplement them. No modification, addition or deletion, or waiver of any of the terms and conditions of these terms and conditions shall be binding on either party unless made in a non-preprinted agreement clearly understood by both parties to be a modification or waiver, and signed by a duly authorized representative of each party.

FORCE MAJEURE

Shipping/delivery dates are approximate and may be delayed absent prompt receipt from Purchaser of all necessary information. Onset shall not be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to Acts of God, government actions, war, civil disturbance, insurrection, sabotage, labor shortages or disputes, failure or delay in delivery by Onset’s suppliers or subcontractors, transportation difficulties, customs clearance, shortage of energy, raw materials or equipment, or Purchaser’s fault or negligence. In the event of any such delay the date of delivery shall, at the request of Onset, be deferred for a period equal to the time lost by reason of the delay.

INTERPRETATION

No course of prior dealing between the parties and no usage of the trade shall be relevant to supplement or explain any term used in these terms and conditions. Acceptance or acquiescence in a course of performance rendered under these terms and conditions shall not be relevant to determine the meaning of these terms and conditions even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code, as adopted in Massachusetts, is used in these terms and conditions, the definition contained in the Code is to control.

GOVERNING LAW

These terms and conditions shall be governed by and construed in accordance with the provisions of the Uniform Commercial Code as adopted by the Commonwealth of Massachusetts, without regard to provisions on the conflicts of law. Neither the 1980 United Nations Convention on Contracts for the International Sale of Goods nor the United Nations Convention on the Limitation Period in the International Sale of Goods will apply to this Agreement or any transaction under it.

INTERNATIONAL ORDERS (Fulfilled through Zonos)

APPLICATION

PURCHASER’S USE ONLY/NO RESALE

PRICE OF GOODS

Prices quoted for the goods or as posted on the Onset web site or otherwise presented are subject to change without notice. All prices are exclusive of all sales, use, excise, value added, withholding and other taxes, all customs, duties, documentation charges, and freights forwarder charges and charge of any nature now or hereafter claimed or imposed by any governmental authority upon the sale of the goods. Any such charges will be added to the product invoice or subsequently invoiced to the Purchaser. In the event Onset is required to pay any such tax, duty or charge, Purchaser will promptly reimburse Onset. Acceptance of any order sent to Onset by the Purchaser is entirely at the discretion of Onset.

PAYMENT TERMS

Shipments and deliveries shall be subject to the approval of Onset Credit Department. Onset reserves the right, prior to making any shipment, to require from the Purchaser satisfactory security for the performance of the Purchaser's obligations. If the Purchaser fails to furnish satisfactory security or information on which to base credit, and/or his account is in arrears, Onset may defer shipment or may opt to cancel the shipment of products. Terms of payment, if any, are effective from the date of invoice.

All payments shall be made in immediately available U.S. Dollars net thirty (30) days from the date of invoice for qualified accounts, without set-off, deduction or withholding of any kind, unless otherwise stated by Onset in writing and may be paid by check (drawn on a U.S. bank), wire transfer or major credit card. All open account invoicing must be pre-approved. Any amounts not paid when due will accrue interest at the rate of 1 1/2% per month, or the maximum amount allowed by law, if lower. In the event that any payment is more than thirty (30) days late, Onset shall have the right to suspend doing business with the Purchaser until all past due balances are made current. The Purchaser shall pay for all costs (including reasonable attorneys’ fees) incurred by Onset in connection with the collection of late payments. Each accepted purchase order is a separate, independent transaction, and the Purchaser has no right of set-off against other purchase orders or other transactions with Onset. The Purchaser hereby grants Onset a security interest in the goods in the amount of the unpaid balance of the purchase price until paid in full. Onset may file a financing statement for such security interest and the Purchaser shall sign any such statements or other documentation necessary to perfect Onset’s security interest.

CANCELLATION POLICY

SHIPMENT AND PACKAGING

All shipments are FOB Bourne, Massachusetts. Goods damaged in transit should be noted on the freight bill by the delivering carrier. All claims for goods damaged in transit shall be made against the delivering carrier by the Purchaser.

TITLE/RISK OF LOSS

All international shipments are made per INCOTERMS 2020 designated by Onset. Title to the goods and the risk of loss of or damage to the goods ordered by Purchaser will pass to the Purchaser at time of Onset delivery of goods to the carrier. The carrier shall be deemed Purchaser’s agent, and any claims for damages in shipment must be filed with the carrier. Onset is authorized to designate a carrier pursuant to Onset standard shipping practices unless otherwise specified in writing by the Purchaser.

ADDITIONAL FEES

These fees reflect increased sourcing and landed costs and will be listed separately on the invoice.

ACCEPTANCE OF GOODS

RETURN OF GOODS

Onset will accept the return of unused and unmodified standard goods within 30 days of delivery only with prior authorization by Onset. Onset will refund the price paid less (i) any NIST testing charges, if applicable, and (ii) a fifteen percent (15%) restocking charge. Acceptance of returns after 30 days shall be at Onset's sole discretion. If accepted, such returns will be for merchandise credit only and shall be subject to any NIST testing charges and a twenty percent (20%) restocking fee. Onset shall not be obligated to accept return of used or unused goods which are covered under the warranty pursuant to Section 10 or which is obsolete inventory. Product returns require an Onset-issued RMA number which is to be clearly marked on the exterior of the return package. Products must be returned in the original unopened packaging, clean and free of toxins, and in their original testable format in a new and unused condition and must be resaleable as new. Purchaser is responsible for all return shipping charges. Purchaser shall be responsible to make payment to Onset for any and all expenses related to de-installation of the goods, including but not limited to shipping, duties, and taxes. All payments subject to this provision shall be made to Onset within thirty (30) days of return, or de- installation, of the goods.

WARRANTIES

(a) THERE ARE NO WARRANTIES BEYOND THE EXPRESSED WARRANTY OFFERED WITH THE SALE OF EACH PARTICULAR PRODUCT (THE “ONSET WARRANTY”). FOR PRODUCTS WHERE ONSET IS ACTING AS A DISTRIBUTOR, ONSET WILL TRANSFER TO PURCHASER ANY TRANSFERRABLE WARRANTIES OR INDEMNITIES THAT THE MANUFACTURER OF THE PRODUCT PROVIDES TO ONSET. IN SUCH CASES WHERE ONSET IS ACTING AS A DISTRIBUTOR, NO ADDITIONAL WARRANTIES ARE GIVEN OR IMPLIED BEYOND THE MANUFACTURER'S WARRANTY, IF ANY. IN NO EVENT SHALL ONSET BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER SIMILAR DAMAGES (INCLUDING LOSS OF USE OR LOST PROFITS) WHICH MAY RESULT FROM THE USE OF GOODS PURCHASED HEREUNDER AND AS SET FORTH IN THE “LIMITATION OF LIABILITY” SECTION OF THESE TERMS AND CONDITIONS.

(c) If during the period of the Onset Warranty: (i) Onset is notified promptly in writing upon discovery of any defect in the product, including a detailed description of such alleged defect, (ii) such product is returned, transportation charges prepaid, to Onset’s designated manufacturing facility subject to the prior approval of Onset with a valid Return Material Authorization (“RMA”) number, and (iii) Onset’s inspections and tests determine that the product is indeed defective and the product has not been subjected to any of the conditions set forth above, then, as Purchaser’s sole remedy and Onset’s sole obligation under the foregoing warranty, Onset will, at Onset’s option, repair or replace without charge the defective product. In no event will the Purchaser itself nor will the Purchaser allow any party other than Onset or a third party authorized in writing by Onset to perform any service on the products.

(d) Any product that has either been repaired or replaced under the Onset Warranty shall have warranty coverage (parts only) for the longer of one (1) year or the remaining original warranty period. Replacement parts and/or replacement products used in the repair or replacement of products may be new or equivalent to new at Onset’s sole discretion.

Tune-Ups (Refurbishments) are optional, customer-funded maintenance services requested by the customer and provided under service agreements or Service Request Orders (SRO). These services are designed to extend the lifespan of eligible loggers and sensors. Depending on the device, a Tune-Up may involve replacing the battery, swapping out parts (such as boards), cleaning, and performing calibrations to ensure optimal performance and durability. Upon completion, the device is returned with a one-year warranty covering manufacturing defects, faulty parts, and workmanship issues, guaranteeing repair or replacement for any covered failures within the warranty period.

LIMITATION OF LIABILITY

CUSTOMIZED PRODUCTS

INDEMNIFICATION

SEVERABILITY

If any portion of these terms and conditions is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of these terms and conditions.

EXPORT CONTROL

ASSIGNMENT

ENTIRE AGREEMENT

These terms and conditions take precedence over Purchaser's additional or different terms and conditions, to which notice of objection is hereby given. Acceptance by Purchaser is limited to Onset’s Conditions of Sale. Neither Onset’s commencement of performance nor delivery shall be deemed or construed as acceptance of Purchaser's additional or different terms and conditions. These terms and conditions supersede all prior communications, transactions, and understandings, whether oral or written, and constitute the sole and entire agreement between the parties pertaining to the referenced quotation or purchase order, provided that: (1) these terms and conditions shall not, without Onset’s prior written consent, supersede any conflicting terms of: (a) prior written agreements duly executed by Onst, or (b) governmental purchase orders, terms of purchase, requests for quotation or acquisition regulations relative to governmental purchasers; and (2) to the extent not in conflict with any such prior or governmental terms, these terms and conditions shall supplement them. No modification, addition or deletion, or waiver of any of the terms and conditions of these terms and conditions shall be binding on either party unless made in a non-preprinted agreement clearly understood by both parties to be a modification or waiver, and signed by a duly authorized representative of each party.

FORCE MAJEURE

INTERPRETATION

GOVERNING LAW

APPLICATION

In order to better serve our international customers, Onset Computer Corporation has partnered with Zonos as the provider of Onset's international eCommerce and shipping solution which includes payment and shipping. The International terms and conditions govern the sale of Onset goods through Zonos (the “Seller,” hereinafter referred to as “Zonos”) and the Purchaser (customer of Zonos). The Zonos Privacy Notice and Terms & Conditions are below -

Zonos Privacy Policy

Zonos Terms and Conditions

PRICE OF GOODS

Prices posted on the Onset web site, or otherwise presented, are subject to change without notice.

DELIVERY

Delivery dates are provided by Zonos based on expedited shipping and order processing lead times. Onset will do its best to ship within its quoted delivery estimate, but failure to make shipment as scheduled does not constitute a cause for cancellation and does not constitute a breach of contract and/or does not entitle the Purchaser to damages of any kind.

PAYMENT

Customer is responsible for all shipping costs, including shipping fees, customs, and duty taxes. Rates are based on the weight and size of package and the geographical location the package is being shipped to. Rates are provided during checkout, prior to order submission. Zonos will bill the Purchaser's designated credit card for payment and charges will appear on Purchaser's statement with the descriptor "I-GLOBAL STORES". Zonos will bill Purchaser's credit card after merchandise has been shipped from Onset's Distribution Facility.

SHIPPING

When package leaves the Onset Distribution Center, Purchaser will receive a shipping notification with a tracking number.

DUTIES AND TAXES

Duty, customs tariffs and VAT are set by local governments and determined based on a combination of the country of origin or country where goods are manufactured, and the type of product being purchased. The amount of applicable duty, tariffs and taxes will vary based on the product ordered and the specific rates set by the local government. Orders are shipped via UPS and are delivered with the Duties Paid. The Purchaser pays the full landed cost at the time of checkout and no further fees are required upon delivery.

CANCELLATION POLICY

Order cancellations are only allowed prior to the Purchaser's order being processed for shipment at the Onset Distribution Center. Cancellation requests can be made by contacting Onset Customer Service at [email protected].

RETURN OF GOODS

Returns of items, in unopened packages, requires prior approval from Onset's Customer Service, and can be initiated by using the Customer Service link on onsetcomp.com or by emailing [email protected]. Purchaser is responsible for all return shipping charges and fees. Once approved, purchaser will receive a refund for their purchase minus a 20% restocking fee.

LIMITATION OF LIABILITY

The Purchaser's sole remedy and the limit of Onset's and UPS's liability for any loss whatsoever shall not exceed the Purchaser's price of the product(s). The determination of suitability of products to the specific needs of the Purchaser is solely the Purchaser's responsibility.

INDEMNIFICATION

Products supplied by Onset through Zonos are not designed, intended, or authorized for use as components intended for surgical implant or ingestion into the body or other applications involving life-support, or for any application in which the failure of the Onset-supplied product could create or contribute to a situation where personal injury or death may occur. Products supplied by Onset through Zonos are not designed, intended, or authorized for use in or with any nuclear installation or activity. Products supplied by Onset through Zonos are not designed, intended, or authorized for use in any aeronautical or related application. Should any Onset-supplied product or equipment be used in any application involving surgical implant or ingestion, life-support, or where failure of the product could lead to personal injury or death, or should any Onset-supplied product or equipment be used in or with any nuclear installation or activity, or in or with any aeronautical or related application or activity, Purchaser will indemnify Onset and Zonos and hold Onset and Zonos harmless from any liability or damage whatsoever arising out of the use of the product and/or equipment in such manner.