TERMS & CONDITIONS

“Seller” means CPS Fluidics LLC, a Connecticut limited liability company with principal place of business at 50 Barnes Park Rd N, Wallingford, Connecticut, 06492. “Buyer” means the person or entity purchasing. “Products” means goods and related services supplied by Seller. “Custom Products” are built to Buyer designs/specifications. “Order” means Buyer’s purchase order accepted by Seller. “Incoterms®” means Incoterms® 2020.

These Terms, together with Seller’s quotation (including any statement of work) and Order acknowledgment, form the entire agreement and prevail over conflicting Buyer terms unless a separate written agreement signed by both parties states otherwise. Order of precedence: (1) signed master agreement; (2) order acknowledgment; (3) these terms; (4) quotation/SOW; (5) agreed specifications; (6) buyer’s order (administrative terms only).

3.1 Validity. Quotations are valid for 30 days unless otherwise stated.
3.2 Acceptance. Orders are binding only upon Seller’s written acknowledgment.
3.3 Changes. Reschedules/configuration changes require Seller’s written consent and may adjust price and schedule.
3.4 Cancellations. Buyer is responsible for completed Products, NCNR items, work‑in‑process, committed materials/capacity that cannot be reasonably repurposed, and a reasonable charge for overhead/profit.

4.1 Prices are in USD, exclusive of freight, insurance, taxes, and duties. If Seller pays such amounts, Buyer shall reimburse upon invoice.
4.2 Payment Terms: Net 30 days from invoice date (subject to credit approval). Late amounts accrue 1.5% per month (or the maximum allowed by law) plus reasonable collection costs.
4.3 Seller may suspend performance or require prepayment/security if Buyer’s creditworthiness deteriorates.

5.1 Delivery terms are FCA Seller’s facility, Connecticut (Incoterms® 2020) unless stated otherwise. Title and risk transfer per the applicable Incoterms.
5.2 Shipment dates are estimates. Seller is not liable for delays caused by events beyond its reasonable control or by Buyer’s acts/omissions.
5.3 Partial shipments and early deliveries are permitted. 
5.4 Quantities shipped may vary by up to ±10% from the quantity ordered. Such variance shall constitute complete delivery of the order unless otherwise specified in writing.

Products are packaged for commercial shipment. Special packaging/handling requested by Buyer may be charged separately.

Buyer shall inspect promptly upon receipt and notify Seller of any nonconformity within 10 business days. Absent timely notice, Products are deemed accepted. For valid claims, Seller will repair, replace, or credit the purchase price. Returns require an RMA and compliance with return instructions.

Seller maintains an ISO 9001‑certified quality management system applicable to its operations. Seller may implement process improvements; changes that materially affect the form, fit, or function of a Product sold to specification will be communicated with reasonable notice where feasible.

9.1 Standard Products conform to Seller’s published specifications at Order acknowledgment.
9.2 Custom Products are manufactured to Buyer’s designs/specifications; Buyer is responsible for their completeness, accuracy, and suitability for Buyer’s application unless expressly agreed in writing. The Seller may, at its sole discretion, provide internal drawings to the Buyer, which may incur additional costs.

Tooling/fixtures/NRE may be quoted separately. Unless otherwise agreed, Seller owns process tooling and fixtures. Maintenance/refurbishment and normal‑wear replacement may be chargeable.

11.1 Warranty. For 12 months from shipment, Products will (a) conform to applicable specifications at shipment and (b) be free from defects in materials and workmanship under normal use.
11.2 Exclusive Remedies. Repair, replacement, or refund of the purchase price for nonconforming Products returned under an RMA.
11.3 Exclusions. No warranty for misuse, neglect, improper storage/handling, operation outside specified limits, normal wear/consumables, cosmetic defects not affecting function, third‑party components, or nonconformity resulting from Buyer’s designs/specifications.
11.4 Application. No warranty that Products will meet Buyer’s particular application unless expressly agreed in writing.

Unless expressly stated otherwise, Products are not intended for life‑support, implant, or other safety‑critical uses. Buyer is solely responsible for compliance with regulatory requirements for its systems and for validation in Buyer’s application.

Each party retains ownership of its background IP and general know‑how. For Custom Products, Buyer owns IP in Buyer’s designs/specifications; Seller owns manufacturing process IP and improvements. No license is granted except as expressly stated. For Standard Products, Seller may, at its option, defend Buyer against third‑party IP claims in the country of delivery, subject to prompt notice, Seller’s control, and Buyer cooperation; remedies may include license, modification, replacement, or refund. No indemnity is provided for Custom Products or combinations not furnished by Seller.

Non‑public information disclosed by either party that is marked confidential or reasonably understood as confidential shall be protected and used solely to perform the Order for 5 years from disclosure (trade secrets for so long as they remain trade secrets). If a separate NDA exists, it controls.

Each party will comply with applicable laws, including U.S. export controls/sanctions and anti‑bribery laws. Products may be controlled under the EAR; re‑export may require authorization. Buyer shall not use or sell Products for prohibited end‑uses or destinations.

Buyer Indemnity (Designs/Use). Buyer shall defend, indemnify, and hold Seller harmless from claims, liabilities, damages, and costs (including reasonable attorneys’ fees) arising from: (a) claims that a Custom Product made to Buyer designs/specifications infringes IP; (b) Buyer’s misuse or modification of Products; or (c) incorporation of Products into Buyer’s devices or systems, including product liability claims not caused by Seller’s breach.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION). SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER FOR THE PRODUCTS GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.

Seller is not liable for delays or failure to perform due to causes beyond its reasonable control, including shortages, labor disputes, epidemics, transport failures, utilities interruption, or government actions. Delivery dates extend for the duration of such events.

Buyer must obtain an RMA and follow return instructions. Non‑defective returns are not permitted.

Any software/firmware provided with Products is licensed (not sold) on a limited, non‑exclusive basis for use with the Products and may include open‑source components subject to their licenses.

These Terms are governed by the laws of the State of Connecticut, U.S.A., excluding its conflict‑of‑law rules. The U.N. Convention on Contracts for the International Sale of Goods (CISG) is excluded. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hartford County, Connecticut, and waive jury trial to the extent permitted by law (unless the parties agree in writing to arbitration).

Notices must be in writing and delivered by recognized courier or by email with confirmation to designated legal contacts.

Seller: CPS Fluidics LLC, 50 Barnes Park Rd N, Wallingford, Connecticut, 06492, Attn: Legal/Contract, ProductSolutions@CPSFluidics.com
Buyer: As stated on the Order.

Buyer may not assign an Order without Seller’s written consent, except to a successor by merger or sale of substantially all assets. Seller may subcontract while remaining responsible for compliance and quality.

Seller may update these Terms by posting revised terms at www.cpsfluidics.com/terms-conditions; changes apply to Orders placed after the effective date. Changes to an existing Order require written agreement.

If any provision is invalid, the remainder remains effective. Failure to enforce any provision is not a waiver. Sections relating to confidentiality, IP, indemnity, limitation of liability, and governing law survive termination.