Terms of Sale
These terms of sale (“Terms”) apply and form an integral part of all offers, orders accepted and agreements between Sencorables LLC. (“Sencorables”) and you for the sale of its products (“Products”). All other terms of sale are expressly rejected unless, you and Sencorables have executed a written agreement that supersedes these Terms. To the extent, the Products contain or consist of software in any form (“Software”), such Software is licensed to you, not sold, and only in accordance with the section entitled “Software License”, below. Terms such as “sell” and “purchase”, as used in these Terms, apply only to the extent the Products consist of items other than Software.
PRICING: Prices listed are stated in U.S. dollars, and do not include VAT, import duties, taxes or any government charges or any shipping and handling charges unless expressly agreed otherwise in writing. Duties, charges and taxes will be communicated to you before you place an order and you are responsible for paying such charges and taxes to Sencorables. You agree to indemnify and hold Sencorables harmless from and against any liabilities, interest, penalties or fees assessed against Sencorables arising from your failure to pay any such taxes. All Product prices are subject to change at any time without notice. Sencorables can withdraw Products at any time and for any reason without notice.
ORDER ACCEPTANCE AND FULFILLMENT: All orders are subject to acceptance by Sencorables. After you place an order, you will receive an order confirmation that we received your order (“order confirmation”). The order confirmation contains product information, dimensions, quantities, applicable prices and an expected date of shipment. Acceptance of your order will occur upon you returning the signed order confirmation. By doing so you agree that: (i) the order confirmation is signed by an authorized signatory; and (ii) you accept the applicable price listed and these Term of Sale. Sencorables reserves the right not to accept your order for any reason or no reason.
CREDIT POLICY: With approved credit Sencorables’ standard terms of payment are net 30 days from date of invoice. For specialty designed or custom-made products Sencorables requires a 50% non-refundable down payment with the order and 50% net 30 days from date of invoice. New customers are required to prepay their first orders prior to shipment. Sencorables will not release any orders to customers who have an outstanding balance of 60 days or more. We reserve the right to charge a 1 1/2% late charge on outstanding balances over 30 days.
CANCELLATION POLICY: All cancellations of purchase orders may be subject to a cancellation fee depending upon the stage of production. There will be no cancellation fee if notice is received prior to the third day after receipt of the purchase order, unless product is a quick shipment item. If material unique to the purchase order has been purchased or manufactured, regardless of the time frame, and a cancellation is required that eliminates the need for the purchased or manufactured material, the cost of the material as well as a surcharge will be added to the purchase order. If a cancellation is received on the day of shipment, Sencorables' return policy will apply. Cancellation of specialty designed, or custom-made products result in forfeiture of deposit plus any additional applicable fees.
SHIPPING AND DELIVERY: Sencorables will pack the Products in accordance with its standard practices. A surcharge might be applicable for non-standard packing (e.g. airfreight, country specific requirements). You can choose the method of shipment for Products ordered. Title to the Products (except to the extent that the Products consist of Software) and risk of loss will pass to you upon Sencorables’ delivery of the Products to the carrier. You acknowledge that all scheduled shipment dates are approximate and shall in no event be regarded as deadlines, unless such has been expressly agreed in writing. Sencorables will make reasonable efforts to meet the scheduled shipment dates, but in no event, will we be liable for any loss, damage, or penalty resulting from any delay in production, shipment or delivery.
RETURN POLICY: If you are unsatisfied with your purchase from Sencorables, you have 15 days from the date of purchase to request a full refund. For further details please refer to our Return policy.
LIMITED PRODUCT WARRANTY: Sencorables warrants to the original purchaser that the pressure sensitive underlayment material and the electronics ("Products") shall be free from defects in materials and workmanship under normal use for a period of two (2) years from the date of purchase. For further details please refer to our Limited Product Warranty.
COMPATIBILITY: You agree and acknowledge that you are solely responsible for determining the compatibility of the Products with other equipment (e.g., compatible operating system). You acknowledge that you have verified the compatibility of the Products you are purchasing and accept that lack of compatibility is not a valid claim under the warranty provided with your Products and does not otherwise constitute a basis for receiving a refund.
LIMITATIONS ON LIABILITY: IN NO EVENT WILL SENCORABLES BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, USE, PROFITS, DATA, OR GOODWILL) OR COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS OR THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT SENCORABLES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SENCORABLES AND YOU HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL SENCORABLES’ LIABILITY TO YOU ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE ACTUAL AMOUNT PAID TO SENCORABLES BY YOU FOR THE PRODUCT THAT GIVES RISE TO THE CLAIM. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
SOFTWARE LICENSE: Sencorables reserves all rights and licenses in and to the Software not expressly granted to you under this Agreement. Sencorables grants to you a nonexclusive, nontransferable license to use the Software, in executable form, solely as embedded in the Products. You may not copy or modify the Software. You acknowledge that the Software contains trade secrets of Sencorables, and, to protect such trade secrets, you agree not to disassemble, decompile or reverse engineer the Software nor permit any third party to do so, except to the extent such restrictions are prohibited by law.
DISPUTE RESOLUTION: You agree that any dispute between you and Sencorables arising out of or relating to these Terms of Sale or any other Sencorables products or services (collectively, “Disputes”) will be governed by our arbitration procedure. For further details please refer to our Dispute resolution.
GENERAL PROVISIONS: Without Sencorables’ express prior written consent, you may not assign or transfer these Terms, or any order accepted by Sencorables hereunder, in whole or in part, by operation of law or otherwise. Any attempt to do so will be null and of no effect. Sencorables may freely assign these Terms.
The failure by Sencorables to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
These Terms constitute the complete and exclusive agreement between Sencorables and you regarding its subject matter and supersedes all prior or contemporaneous quotations, agreements, communications or understandings, whether written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of these Terms will be effective only if in writing and signed by duly authorized representatives of each party.
All notices required or permitted to be given under these Terms will be in writing and will be deemed given: (i) upon actual delivery, if made by personal service; (ii) three (3) days after mailing, if made by U.S. certified or registered mail; and (iii) one (1) business day after proof of delivery to the courier or overnight delivery service, if made by courier or overnight delivery service. All notices will be addressed to such address as the party who is to receive the notice so designates by written notice to the other.
You will not export or re-export, directly or indirectly, the Products, or any technical information related thereto, or any direct products thereof, to any destination or person prohibited or restricted by the export control laws and regulations of the United States, without the prior authorization from the appropriate governmental authorities.
Sencorables will not be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.