Sales & Service Terms

General: These Sales and Service Terms ("Terms"), in conjunction with any specific provisions delineated in quotations provided by Altasights LLC ("Altasights"), shall exclusively govern all transactions relating to the sale of products, whether singly referred to as a "Product" or collectively as "Products," entered into between Altasights and the purchaser of such Products ("Customer"). For the purposes of this agreement, Altasights and Customer shall be individually referred to as a "Party" and collectively as the "Parties. Altasights’ acceptance of any order ("Order") from the Customer tendered by the Customer is expressly conditional upon the Customer’s acceptance of these Terms. Any terms or conditions articulated in any document or form employed by the Customer, or in any oral or written communications between the Parties, which are inconsistent with or not included within these Terms, shall be null and void unless expressly agreed to in writing by an authorized representative of Altasights.
 

Order Acceptance: All Orders are contingent upon express acceptance by Altasights. Nothing herein imposes an obligation on Altasights to accept any Order from the Customer. Altasights reserves the right to decline any Order tendered for its acceptance. Each Order shall distinctly enumerate the product part number, description, requested delivery times, price, quantity, destination for product shipment, and invoicing address for remittance of payment.
 

Pricing Terms: Except as expressly modified in writing by Altasights, the price of each Product shall be denominated in U.S. Dollars, be Ex-Works per Incoterms at Altasights' warehouse in Mountain View, CA, and be subject to adjustments resulting from any change orders ("Change Orders"). All listed prices exclude applicable taxes and any unique quality stipulations imposed by the Customer ("Special Requirements"). The Customer expressly acknowledges and agrees that any Special Requirements may influence both the quoted prices and associated delivery timelines. Orders are accepted in accordance with Altasights' quoted prices, subject to a validity period specified within the Order documents. Except for prices relating to accepted Orders, Altasights reserves the right to modify pricing without prior notice.
 

Taxes: Altasights shall invoice the Customer for all relevant taxes unless the Customer provides a valid tax exemption certificate at the time the Order is issued.
 

Change Order: The Customer may, through written notification, request alterations within the general purview of the existing Order, encompassing but not limited to: product specifications, shipping methods, packaging, delivery location, and product quantity ("Change Order"). A Change Order shall attain legal efficacy only upon written acceptance by Altasights. Should the Change Order result in an escalation of costs or an extension of the delivery timeline, an equitable adjustment to both the pricing and scheduling shall be executed, and the Order shall be formally amended in writing to reflect these changes. The Customer shall furnish Altasights with written notice of any modifications to the delivery address a minimum of five (5) business days prior to the scheduled dispatch of the shipment.
 

Payment Terms: Should credit terms be extended by Altasights to the Customer, such terms shall be net thirty (30) days from the invoice date unless otherwise stipulated in a written agreement between the Parties ("Payment Terms"). The extension of credit to the Customer is contingent upon an initial credit evaluation and is subject to Altasights' ongoing assessment of the Customer's creditworthiness, which Altasights reserves the right to review at any time. Altasights retains the right to alter Payment Terms, require advance payment, or demand payment upon delivery for any Order based on its evaluation of the Customer's credit standing. Should Altasights have a good faith belief that the Customer's payment capability is compromised, or in the event of a payment default, Altasights may, without prejudice to any other lawful remedies (i) require immediate settlement of outstanding amounts, (ii) suspend or cancel pending Orders, (iii) recover collection costs, including reasonable attorneys' fees, (iv) reclaim Products for which payment is outstanding, (v) impose a late interest charge of 1% per month on overdue amounts, capped at the maximum legal limit. 2.5% processing fee will be charged on all credit cards.
 

Delivery: Unless otherwise specified on the Order, all shipments will be delivered EXW (Altasights warehouse in Mountain View, CA). If requested by the Customer, Altasights will deliver the Products and Altasights will select the carrier. Customer acknowledges that the delivery dates provided by Altasights are only an estimation of the lead times and shall not be binding on Altasights. Notwithstanding the foregoing, Altasights will use commercially reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery schedule but in no event shall Altasights be liable to Customer for failure to meet any delivery schedule, for the costs or procurement of the products, for any kind of damages or penalties, nor such delay shall constitute grounds for cancellation or termination of any Order, regardless the cause of the delay. Unless otherwise specifically stated on the face of the Order, Altasights reserves the right to make deliveries in installments and deliver in advance of the scheduled delivery date whenever possible. Delivery of a quantity less than the quantity specified in Customer’s Order shall not relieve Customer of its obligation to accept delivery and pay for the Products delivered in accordance with Payment Terms.
 

Shipping and Associated Charges: Unless otherwise designated in the Order, all deliveries shall be made EXW (Ex Works) at Altasights’ warehouse located in Mountain View, CA. At the Customer's request, Altasights shall arrange for transportation and insurance aand shall select the carrier and insurer for the Products. For the deliveries that Altasights arrange, Altasights expects the delivery window for domestic shipments to be between two (2) to seven (7) business days and for international shipments to be between five (5) to twenty-five (25) business days after the dispatch of the products from the Altasights’ warehouse. Customer acknowledges that any delivery dates specified by Altasights constitute estimates and are non-binding. Altasights shall exercise commercially reasonable efforts to approximate the Customer's preferred delivery schedule. Altasights shall bear no liability for any failure to meet estimated delivery dates, nor shall any such failure serve as a basis for Order cancellation or termination, or give rise to liability for costs of substitute procurement, damages, or penalties of any kind. Unless otherwise explicitly outlined in the Order, Altasights retains the right to execute deliveries in installments and to accelerate deliveries ahead of the scheduled date where feasible. Delivery of a quantity less than specified in the Order shall not absolve the Customer from its obligations to accept and remit payment for the Products delivered, pursuant to the agreed Payment Terms. For the products shipping directly from suppliers, unless otherwise stated, the following conditions apply: (1) Customer shall bear all shipping costs in accordance with Carriage Paid To (CPT) as defined by INCOTERMS 2020; (2) All charges related to shipping or freight originating from the supplier’s warehouse shall be prepaid and subsequently itemized on the invoice issued to the Customer. Unless specifically requested by the Customer, Customer shall be solely responsible for obtaining all necessary import licenses and for the payment of all import duties, tariffs, taxes, and brokerage fees, as applicable.
 

Packaging: Altasights shall provide adequate protective packing to prevent damage and deterioration of the Products. Customer shall be responsible for the cost of any special packaging or special handling requested by it.
 

Acceptance: The Customer is obligated to inspect and either accept or reject the delivered Products within a thirty (30) calendar day period following receipt ("Inspection Period"). Failure by the Customer to conduct an inspection or to submit a written rejection notice to Altasights within this Inspection Period will result in the Products being deemed accepted. If Altasights determines that a Product has been improperly returned by the Customer, the Customer shall bear all associated costs and expenses. Ownership and the right to insure the returned Products shall be retained by the Customer until such time as Altasights confirms any non-conformity.
 

Transfer of Title and Risk: Ownership of the Product(s) shall transfer to the Customer upon receipt of full payment by Altasights. The risk of loss or damage shall be borne by the Customer once the Product is made available for collection at Altasights' warehouse in Mountain View, CA. Notwithstanding the aforementioned, any Product(s) retained or stored on behalf of the Customer shall be at the Customer's own risk and expense.
 

Warranty and Limitation of Liability: Products are sold by Altasights on an "As-Is," "Where Is," and "As-Available" basis. To the extent permissible, Altasights will assign any manufacturer warranties for the Products to the Customer at the time of sale. Copies of these warranties can be made available upon request prior to purchase. Altasights shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, savings, or business opportunities, related to any Product. Altasights' liability in relation to any Product or associated service shall not exceed the purchase price of the Product or the associated service. This limitation applies regardless of the legal theory under which liability is asserted, be it contract, tort, warranty, or any other theory. The Customer acknowledges that the pricing for Products is in part based on these limitations of liability and agrees that these limitations will apply even if a limited remedy fails in its essential purpose.
 

Return Policy: Customer may return Products within thirty (30) days of the invoice date, provided that such Products are in their original packaging and resalable condition. All returns must include the original invoice number and a written explanation for the return. Altasights reserves the right to inspect all returned Products, and Products not meeting these criteria may not qualify for credit or refund. Customer shall bear the cost of return shipping, which will be prepaid or deducted from any credit issued. Products returned due to customer error or preference may be subject to a restocking fee. Customer shall bear the cost of return shipping, which will be prepaid or deducted from any credit issued. Products returned due to customer error or preference may be subject to a restocking fee. Returns concerning manufacturer warranties are governed by the terms and conditions of the applicable manufacturer’s warranty and return policy. Certain Products may require direct return to the manufacturer. Customer warrants that returned Products were purchased from Altasights and are neither counterfeit nor non-conforming. Counterfeit Products are not eligible for return, and Altasights shall not be liable for accepting any such Products. Customer agrees to indemnify Altasights against all costs, expenses, and damages, including legal fees, arising from any counterfeit Products returned.
 

Force Majeure: Neither Party shall be held responsible for any failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control ("Force Majeure Events"), including but not limited to acts of God, natural disasters, wars, pandemics, government action, or disruptions in transportation. Upon occurrence of a Force Majeure Event, the affected Party shall promptly notify the other Party. Such notice shall include an estimate of the duration of the delay. If Altasights is impacted by a Force Majeure Event, the timeline for its performance obligations shall be adjusted as necessary to mitigate the effects of the delay. If a Force Majeure Event prevents either Party from fulfilling its obligations for a period exceeding three (3) months, either Party may terminate the affected Order upon written notice. Despite any such termination, Customer remains obligated to pay for Products received prior to termination.
 

Confidentiality: Each Party agrees not to disclose the other Party's Confidential Information to any third parties except to its employees, officers, directors, agents, affiliates, subcontractors, and representatives who are bound by confidentiality obligations and require said information for performance under the Order. Both Parties shall exercise at least the same level of care in safeguarding Confidential Information as they use to protect their own, but in no event less than a reasonable standard of care. "Confidential Information" refers to any data disclosed by one Party to the other which is reasonably presumed to be confidential based on the context of its disclosure or its intrinsic nature. The obligations in this clause shall not apply to information that: (i) was independently developed by the receiving Party, without utilizing the disclosing Party’s Confidential Information; (ii) was lawfully obtained from a third party not in breach of any confidentiality obligations; (iii) was already known by the receiving Party prior to its disclosure, as demonstrated by written records; or (iv) has entered the public domain through no fault of the receiving Party. Upon request by the disclosing Party, the receiving Party shall promptly return or, at the option of the disclosing Party, destroy all Confidential Information and related materials in its possession, and cease all further utilization of said Confidential Information.
 

Compliance with Legal Requirements: Both Parties shall adhere to all applicable laws, statutes, ordinances, regulations, and directives issued by federal, state, and local governmental authorities relevant to the conduct of their respective businesses and the fulfillment of their obligations. Each Party shall secure and maintain, at its own expense, all necessary permits, licenses, and authorizations required for the performance of their respective obligations. Both Parties shall adhere to all applicable United States of America (USA) laws and regulations governing exports and foreign transactions. Specifically, no Party shall disclose technical data, or export, re-export, or transfer Products outside the boundaries of the USA, or to foreign nationals residing either within or outside the USA, without prior written consent and/or the necessary licenses from the United States Government. A Party found in violation of this clause shall indemnify and hold harmless the other Party from and against all damages, costs, losses, and liabilities arising out of such violation.
 

Indemnification: The indemnifying Party shall indemnify, defend, and hold harmless the other Party, its affiliates, and their respective directors, officers, and employees ("Indemnified Parties") from and against any and all damages, liabilities, costs, and expenses, including reasonable legal fees ("Damages"), arising out of any third-party claims, actions, or proceedings which are grounded upon: (a) any property damage, personal injury, or death attributable to the Products provided by the indemnifying Party; (b) any negligent or willful misconduct by the indemnifying Party; or (c) the indemnifying Party’s breach of applicable laws or regulations.
 

Governing Law and Dispute Resolution: These Terms shall be governed and construed in accordance with the laws of the State of California, United States, without giving effect to any conflict of law principles that would require the application of the laws of another jurisdiction. Notwithstanding any other remedies Altasights may have, Altasights reserves the right to seek injunctive or other equitable relief in any state, federal, or national court of competent jurisdiction for: (a) alleged or actual infringement or misappropriation of Altasights' or any third party's intellectual property or proprietary rights; or (b) any violation of confidentiality obligations. Customer expressly consents to the jurisdiction and venue of the state and federal courts located in the State of California for any such actions.
 

Miscellaneous: These Terms, in conjunction with any accepted Order (explicitly excluding any terms proposed by the Customer), constitute the complete and exclusive agreement between the Parties pertaining to the subject matter herein. In cases of discrepancies between the accepted Order and these Terms, the latter shall prevail unless explicitly amended in writing by Altasights. Amendments to these Terms or any Order shall be valid only if executed in writing by authorized representatives of both Parties. Should any clause of these Terms or any accepted Order be deemed invalid or unenforceable by a court of competent jurisdiction, such judgment shall not affect the remaining provisions, which shall continue in full force and effect. The Parties to this agreement are independent contractors.