All sales of products (the “Products”) by Inateg LLC (hereinafter referred to as “Inateg”) to a buyer anywhere in United States of America (each a “Buyer” and collectively the “Buyers”) are subject to the following terms and conditions (the “Terms”), which form an integral part of a contract for the sale of the Products by Inateg.  Any modification hereto must be in writing signed by Inateg.  Unless otherwise agreed to in writing by Inateg, the Terms and conditions provided for herein shall prevail in the event of any conflict between these Terms and any differing Terms submitted by the Buyer in connection with any order.

1. Prices and Quotations   Prices are subject to change without notice, but any such changes shall not affect accepted orders scheduled for shipment.  Price quotations are good for 30 days.

2. Payment   All products will be shipped after full payment is receive.

3. Orders and Deliveries   All orders are subject to written acceptance by Inateg.  Delivery schedules (even if accepted or agreed to in writing by Inateg) are tentative and based upon the best information available at the time of quotation or acceptance of an order.  Delivery dates are approximate and can change depending on a variety of circumstances.  All reasonable steps to meet delivery schedules will be taken by Inateg.  Partial deliveries are allowed. Title shall pass to the buyer upon payment in full and/or when product leaves Inateg’s facility. Buyer shall bear the risk of loss to the product while in transit. Any claim arising out of or in connection with the condition or quality or quantity of the product shall be made in writing to Inateg LLC within ten (10) days after shipping date.  A failure to present such a claim within this period shall constitute a waiver of such claim.

4. Shipments   Unless otherwise agreed to in writing by Inateg and the Buyer, Buyer shall pay for shipping costs and charges for any products shipped.  Inateg may select the freight carrier.  Buyer accepts carrier selection by Inateg unless Buyer specifies in writing an alternative carrier at time of purchase.  The alternative carrier must be acceptable to Inateg.  Delivery of the products to the carrier constitutes delivery to Buyer and Buyer will have all risk of loss or damage at that time.  Damages incurred in commercial shipments must be claimed through the common carrier. Each shipment of products to be delivered is a separate sale and Buyer will pay the price for each shipment without regard for any failure to deliver, or non-conformity of, any previous or subsequent shipment. Inateg’s breach or default in the delivery of any particular shipment will not permit Buyer the right to refuse to receive any other shipment. Time is not of the essence and Buyer is not entitled to reject an otherwise conforming tender made within reasonable time.

5. Order Cancellations   Order cancellations by Buyer are subject to a reasonable charge, to be determined by and at the sole discretion of Inateg if deemed necessary.  Orders for any special-order products (including, but not limited to non-stocked items, specifically designed products, or non-standard products) may not be cancelled.  A cancellation charge of the purchased price paid or invoiced amount for such product or Inateg’s determined costs and expenses resulting from such cancellation will be applied to any order cancellation.

6. Return Policy   Products are not returnable for credit.  Only unused products in original, unopened product packaging and confirmed suitable for resale will be considered for credit, provided that such products are received within 10 days of original shipping date.  Products deemed returnable for credit will be charged a restocking fee of 20% of purchase price.  All return shipping charges must be prepaid by the Buyers. Products not accepted for credit (such as damaged products or products with opened packaging) will be returned freight collect to Buyer.

7. Warranty Period   Inateg products are guaranteed to function for 12 months after shipment from our production facility. Any non-Inateg products (ie. Efector switches, etc…) will carry the original manufacturer’s warranty.

8. Warranty Scope   If the product fails to function as intended design during the warranty period due to faulty workmanship, Inateg will replace or repair the product at our expense, provided the products are used for the purpose intended and are operated in accordance with the instructions/manuals supplied, and instructions on the website. The warranty is deemed void if the product has been tampered with or has been disassembled in any form. The warranty is deemed void if the product fails to function as intended design due to the following reasons: If the product is used exceeding its stated maximum capabilities and recommendations, including but not limited to cv rating, pneumatic tubing size, psi, holding capacity, clamping capacity, etc…, as well as damage caused by a third party. If the product is used in an application that is not suitable to its intended and marketed purpose. If any stipulated maintenance and inspections are not carried out. If modifications are made by anyone other than Inateg or without our approval in writing. If products are damaged by natural disasters or calamities not attributable to Inateg. Parts or replacement expenses due to parts consumption and deterioration. Such as rubber, plastic, seal material. Any damages caused as a direct result of the product defect or failure shall be excluded from the warranty. If a defect or malfunction is caused by reasons outside Inateg’s responsibility. Inateg’s Quadloc™ locking swing clamps are not a safety device.

9. Limitation of Liability   IN NO EVENT SHALL INATEG BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES OF ANY KIND, OR DAMAGES CAUSED BY DELAY IN PERFORMANCE, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR REVENUE, COST OF SUBSTITUTES, ARISING FROM OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR ORDER, WHETHER FOR BREACH OF WARRANTY OR OTHER BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT.  INATEG’S MAXIMUM LIABILITY FOR ANY CLAIMS ARISING FROM OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR ORDER, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE INVOICED PURCHASE PRICE OF THE PRODUCT(S) GIVING RISE TO THE CLAIM. It is agreed and acknowledged that the provisions of these Terms allocate the risks between Inateg and the Buyer in a fair and equitable manner, Inateg’s pricing reflects this allocation of risk, and but for this allocation and limitation of liability, Inateg would not have agreed to sell the Product to Buyer. In jurisdictions that limit the scope of, or preclude limitations or exclusions of, remedies or damages or of liability such as liability for gross negligence or willful misconduct or do not allow implied warranties to be excluded, the limitation or exclusion of warranties, remedies, damages or liability set forth herein are intended to apply to the maximum extent permitted by applicable law.

10. Indemnification   Subject to the limitations set forth in these Terms, buyer agrees to diligently defend, and hold harmless and indemnify, Inateg and its directors, officers, employees, shareholders, affiliates, agents and representatives from and against any and all liability, claims, lawsuits, losses, demands, damages, costs and expenses, including, without limitation, attorney’s fees and costs, expert’s fees and costs, and court costs, (the “Losses”) arising from any third party claim.

11. Proprietary Rights   Inateg is a licensee of intellectual property held by Praxis Industries LLC. This licensed intellectual property is incorporated into Inateg’s products. All inventions (whether patented or not), methods, processes, know-how, layouts, models, designs, sketches, drawings, blueprints, patterns, trade secrets, copyrights, mask works, trade names, registered and unregistered trademarks and service marks, proprietary materials or other intellectual property and all improvements or modifications relating to any of the foregoing, incorporated into or in any manner associated with or attached to the Products or otherwise provided to Buyer (the “Inateg/Praxis Intellectual Property”) are and shall at all times remain the sole property of Inateg/Praxis or its Licensors.  Buyer agrees not to (a) modify, translate, decompile, reverse engineer, copy or duplicate the Inateg/Praxis Intellectual Property, nor to remanufacture or have remanufactured any products which incorporate the Inateg/Praxis Intellectual Property, (b) to use any of Inateg/Praxis’s trademarks, service marks or trade names in any manner without the prior written permission of Inateg/Praxis, of (c) to infringe, or permit a third party to infringe, any such Inateg/Praxis Intellectual Property or to adapt the Products in any way or to created a derivative work of any of the Inateg/Praxis Intellectual Property, except as may be authorized in writing by Inateg/Praxis.  Any act or omission of Buyer contrary to the provisions of this Section 10 shall be a material breach of these Terms.

12. Applicable Law and Jurisdiction   These Terms and any contracts and the performance thereof shall be governed by the laws of the State of Michigan. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts for the Eastern District of Michigan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suite, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suite, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

13. Severability   If any provision contained in these Terms is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of these terms, and the reminder of these Terms shall be enforced.  In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in these Terms, such modification being made to the minimum extent necessary to render the provision valid, legal and enforceable.  Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential consideration to be delivered under these Terms by one party to the other, the remaining provisions of these Terms shall also be modified to the extent necessary to equitably adjust the parties’ respective rights and obligations hereunder.