Terms & Conditions

1. PRICES

A. All prices are subject to adjustment due to changes in specifications, quantities, shipment arrangements, supplier cost increase, or other terms and conditions that are not part of the original price quotation.
B. Prices are exclusive of all federal, state, municipal or other government excise, sales, use, occupational or like taxes, tariffs, customs, duties and importing fees.
C. Prices are also, from time to time, subject to increase by the amount of any such tax, tariff, duty, or fee which Phrontier Technologies pays or is required to pay or collect upon sale or delivery of the products.
D. Any certificate of exemption or similar document or proceeding required to exempt the sale of products from sales or use tax liability shall be obtained by the Customer, at the Customer’s own expense.

2. PAYMENT TERMS

Standard payment terms are prepaid, except where satisfactory account credit is established, in which case terms of payment are net thirty (30) days from the date of invoice.

Phrontier Technologies reserves the right, at any time, to revoke any credit extended to the Customer for any risk deemed sufficient by Phrontier Technologies.

Phrontier Technologies will issue invoices on the shipment date of all products; if partial shipment is authorized and agreed upon, each shipment shall be invoiced and paid when due without regard to other scheduled deliveries.

3. DELIVERY

A. All products will be shipped FOB origin or as otherwise designated by Phrontier Technologies or agreed upon between Phrontier Technologies and the Customer.
B. Ownership of, risk of loss, and/or any damage with respect to the products shall be passed onto the Customer upon delivery of the products to the Customer (themselves) or upon delivery to a carrier for shipment to the Customer by Phrontier Technologies, whichever occurs first.
C. Phrontier Technologies reserves the right to make shipments when the product is ready and available, and as such, can issue invoices pertaining to such shipments.
D. All products will be scheduled for shipment in accordance with Phrontier Technologies’ minimum order policy and the applicable shipment sequence. Phrontier Technologies will attempt to confirm estimated shipments dates in writing and amend, as appropriate, the shipment schedule. Under no circumstances shall Phrontier Technologies be liable to the Customer for any delays in the shipment of the products or in the delivery of the products.

4. SHIPMENT

Unless the Customer provides specific instructions, Phrontier Technologies will select the carrier at its sole discretion and ship the products to the address indicated on the Customer’s purchase order. Phrontier Technologies cannot be held responsible for any lost shipments in such cases.

5. OFFER AND ACCEPTANCE

Phrontier Technologies offers to sell and deliver the products and the services specified herein in accordance with the terms and conditions hereof. This offer expressly limits acceptance to the terms hereof, and/or any additional terms proposed by the Customer are hereby objected to and rejected unless explicitly assented to in writing by Phrontier Technologies.

6. CANCELLATION, RESCHEDULING, RETURNS, AND MODIFICATIONS

Any request for order cancellation, rescheduling, return, or modification must be made in writing, and such action must be approved in writing by an authorized agent of Phrontier Technologies at its principal office in California. Phrontier Technologies, at its discretion, may accept or reject any request by the Customer to return the product for credit.

The Customer shall not return any products for any reason without the prior authorization of Phrontier Technologies and issuance of a Return Material Authorization (RMA) number.

Please contact Phrontier Technologies for more information on our return policy.

7. WARRANTY

Phrontier Technologies warrants that each product shall be free of defects in materials, workmanship, and conform to specifications set forth in published data sheets for a period of one (1) year from the date of purchase. The date of purchase is the date on which the product is shipped to the customer by Phrontier Technologies.

Phrontier Technologies’ sole liability and responsibility under this warranty is to repair or replace any product that is returned by the Customer, with prior approval from Phrontier Technologies, which is deemed as not conforming to the warranty by Phrontier Technologies. Products returned to Phrontier Technologies for warranty service will be shipped to our location at the Customer’s expense, and thus will also be returned to the Customer via freight prepaid or their own shipping account.

In no event shall Phrontier Technologies be held responsible, under its warranty, for any defect which is caused by negligence, misuse, or mistreatment of a product or for any unit which has been altered or modified in any way.

The warranty pertaining to the replacement products shall terminate along with the original warranty of the product.

8. WARRANTY DISCLAIMER

Phrontier Technologies’ warranty to Customer constitutes the sole liability and the Customer’s sole remedy with respect to the products and is in lieu of all other warranties, liabilities, and remedies. Except if otherwise stated, Phrontier Technologies disclaims all warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, or noninfringement.

9. INDEMNIFICATION

Unless otherwise explicitly provided in writing and signed by both parties, Phrontier Technologies does not indemnify, nor does it hold Customer harmless, against any liabilities, losses, damages, or expenses, including attorney’s fees, relating to any claims whatsoever, including but not limited to, claims for personal injuries, death, or property damage related to the products sold hereunder.

10. ASSIGNMENT

This Contract is not assignable by the Customer; any attempt to assign any rights, duties or obligations arising hereunder shall be void, null, and invalid.

11. FORCE MAJEURE

A. Phrontier Technologies shall not be liable for any loss and/or damage that results from any delay in delivery and/or from failure to give notice of a delay when such delay is caused by reasons or events beyond the control of Phrontier Technologies; such events can include, but are not limited to, acts of nature, unavailability of supplies or sources of energy, riots, wars, fires, strikes, labor difficulties, delays in transportation, delays in delivery, defaults by Phrontier Technologies’ vendors, and/or acts or omissions of the Customer. In the event of a delay due to any such cause, the time for delivery shall be extended for a period equal to the duration of the delay. The Customer shall not be entitled to refuse delivery or otherwise be relieved of any obligations because of the delay. If resulting from any such cause, any scheduled delivery is delayed for a period more than ninety (90) days, Phrontier Technologies or the Customer has the right, by written notice to the other, to cancel the order for the products subject to the delayed delivery without further liability of any kind.

B. If the Customer’s order is placed due to a contract with the United States Government, Phrontier Technologies agrees to comply with such contract provisions and regulations with which it must comply pursuant with law and of which the Customer has given, enough, notice to Phrontier Technologies at time of placing an order. In no event will the US Government Cost Accounting Standards apply. All rights in technical data and software owned or licensed by Phrontier Technologies are hereby reserved and deemed restricted or limited. No provision of the Customer’s contract with the government will be binding to Phrontier Technologies except as expressly set forth in the paragraph.

13. LIMITATIONS OF LIABILITY

In no event shall Phrontier Technologies be liable for special, incidental, or consequential damages due to any cause whatsoever.

No suit or action shall be brought against Phrontier Technologies more than twelve (12) months after the related cause of action has accrued.

In no event shall the accrued total liability of Phrontier Technologies from any lawsuit, claim, or warranty exceed the aggregate sum paid to Phrontier Technologies by the Customer under the order that gives rise to such lawsuit, claim, or warranty.

14. GOVERNING LAW

This Contract is made in, governed by, and shall be construed in accordance with the laws of the State of California without resort to the United States’ conflict of laws statutes. If the products purchased hereunder are purchased by a Customer residing in a country other than the United States, the parties then agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from this Contract.

15. DOMESTIC SALES AND EXPORT

Customer certifies that the products purchased hereunder are for use in the United States, and that it will not export or re-export the products unless:
A. The customer has obtained approval in writing from Phrontier Technologies and B. it complies fully with all laws and regulations of the United States, relating to such export or re-export, including but not limited to applicable U.S. Export Administration rules and regulations.

16. ENTIRE AGREEMENT AND AMENDAMENTS

The terms and conditions herein, constitute the entire Contract between the parties and supersede all previous communications, whether oral or written. Any change to this Contract may be made only upon mutual agreement of the parties in writing.

17. USE IN LIFE SUPPORT APPLICATIONS

Products of Phrontier Technologies are not designed to use in life support, and/or safety equipment, and/or in a system where malfunction of the product may be expected to result in personal injury or death. If a Customer uses or sells our products to be used in life support and/or safety applications, it shall be done at the Customer’s own risk and agrees to defend, indemnify, and hold Phrontier Technologies harmless from any and all damages, claims, suits, and/or expenses resulting from such uses.