TERMS AND CONDITIONS OF SALE


Table of Context:
1. Acceptance of Terms (Page 2)
2. Orders (Page 2)
3. Payment Terms (Page 2)
4. Late Payment Penalty (Page 2)
5. Overdue Invoices (Page 2)
6. Dispute Resolution (Page 2)
7. Pricing and Taxes (Page 3)
8. Shipping and Delivery (Page 3)
9. Returns and Refunds (Page 3)
10. Product Warranties (Page 3)
11. Limitation of Liability (Page 4)
12. Termination of Services (Page 4)
13. Confidentiality (Page 4)
14. Indemnification (Page 4)
15. Governing Law (Page 5)
16. Amendments (Page 5)
17. Miscellaneous (Page 5-6)



These General Terms and Conditions of Sale together with any order specific provisions specified on VIDARR INC’s quotation (“Terms and Conditions”) shall govern all business transactions for the sale of products (individually a “Product” and collectively the “Products”) between VIDARR INC, Inc. (“VIDARR INC”) and the buyer of such Products (“Buyer”). VIDARR INC and Buyer may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

1. ACCEPTANCE OF TERMS
By placing an order with VIDARR INC, you agree to abide by these Terms and Conditions of Sale. These terms constitute a legally binding agreement between VIDARR INC and the purchaser.
2. ORDERS
2.1. All Orders are subject to acceptance by VIDARR INC. Nothing contained herein shall be deemed to place an obligation on VIDARR INC to accept any Order from the Buyer. VIDARR INC hereby reserves the right to reject any Order submitted for its acceptance. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, Order acknowledgement, invoice or other document or information issued by VIDARR INC shall be subject to correction without any liability. The Buyer shall be responsible for ensuring the accuracy of the terms of any Order issued by it (including any applicable specification) and upon VIDARR INC’s request, shall promptly provide all information necessary for VIDARR INC to perform its obligations hereunder.

2.2. Buyer agrees to submit purchase orders to VIDARR INC for the purchase of goods and/or services, specifying the quantity, price, and delivery details. All Orders shall specify: (1) Product part number; (2) requested delivery dates; (3) applicable price; (4) quantity; (5) location to which the Product is
to be shipped; and (6) location to which invoices will be sent for payment. Unless otherwise expressly agreed by VIDARR INC in writing, Products are provided pursuant to VIDARR INC’S part numbers.
3. PAYMENT TERMS
3.1 All invoices issued by VIDARR INC are to be paid within 10 days from the date of the delivery date, unless otherwise specified in writing in writing by the Parties (“Payment Terms”).
3.2 Payments are accepted via bank transfer check and ACH.
3.3 VIDARR INC reserves the right to update accepted payment methods with prior notice.
4. LATE PAYMENT PENALTY
4.1 In the event of late payment, VIDARR INC reserves the right to charge a late payment penalty of 1.5% of the outstanding amount per month on the past due amount, not to exceed the interest percentage allowed by law and subject to any additional late penalty charges imposed by the manufacturer.
4.2 Late payment penalties will accrue daily from the due date until the date of payment.

5. OVERDUE INVOICES
5.1 In the event of an overdue invoice, VIDARR INC may suspend services or product shipment until the outstanding amount is settled.
5.2 VIDARR INC is not liable for any losses, damages, or inconvenience resulting from the suspension of services or products due to overdue invoices.
6. DISPUTE RESOLUTION:
6.1 Any disputes regarding invoices or late payment penalties should be communicated in writing to VIDARR INC within 10 days from the date of the delivery.
6.2 VIDARR INC will make all reasonable efforts to resolve disputes promptly.
7. PRICING AND TAXES
7.1. Product Prices: Prices are as stated as quoted by VIDARR INC representatives. Prices are subject to change without notice.

7.2. Taxes: All prices are exclusive of taxes unless VIDARR INC will invoice Buyer for any applicable taxes unless, at the time of the issuance of the Order, Buyer furnishes VIDARR INC with a certificate of exemption. Purchasers are responsible for all applicable taxes, duties, and customs fees.
8. SHIPPING AND DELIVERY
8.1. Shipping: VIDARR INC will ship products to the address provided by the purchaser. Shipping costs are the responsibility of the purchaser unless otherwise stated. FOB.



8.2. Delivery: Delivery dates are estimates, and VIDARR INC is not liable for any delays. Risk of loss or damage passes to the purchaser upon delivery.

9. RETURNS AND REFUNDS
9.1. Return Policy: VIDARR INC has a return policy outlined on its website. Purchasers are responsible for reviewing and adhering to this policy. VIDARR INC is a third party reseller of goods and services. Any return policy of any product or service which VIDARR INC sells for a manufacturer or other partner is subject to the returns and refunds policy of the manufacturer or service provider including but not limited to any restocking fees, expenses, or taxes.

9.2. Refunds: Refunds, if applicable, will be processed in accordance with VIDARR INC’s refund policy.
10. PRODUCT WARRANTIES
10.1. Warranty Coverage: VIDARR INC provides warranties on certain products. Warranty details are provided with the product or on the VIDARR INC website. Terms and conditions of Product warranties for

any product VIDARR INC sells as a third party distributer shall be the warranty of the product manufacturer.

10.2. Limitations: VIDARR INC’s warranties do not cover damage resulting from misuse, neglect, or unauthorized modifications.

THE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL VIDARR’S LIABILITY UNDER THIS WARRANTY EXCEED THE VALUE OF THE DEFECTIVE PRODUCT.

11. LIMITATION OF LIABILITY
VIDARR INC is not liable for any indirect, incidental, consequential, or special damages arising from the sale or use of its products.

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO AN ORDER EXCEED THE TOTAL VALUE OF THE PRODUCT WHICH GIVES RISE TO SUCH CLAIM. NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS ORDER (WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR FROM NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER FORM OF ACTION BY OPERATION OF LAW, OR OTHERWISE). THE EXISTENCE OF MORE THAN ONE CLAIM AGAINST THE PARTICULAR PRODUCT(S)

SOLD TO BUYER UNDER THIS ORDER SHALL NOT ENLARGE OR EXTEND THIS LIMIT. NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR: (i) DEATH OR PERSONAL INJURY ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) FRAUD; (iii) LIABILITY UNDER ARTICLE 19 (INDEMNIFICATION); OR (v) ANY MATTER FOR WHICH IT WOULD BE ILLEGAL TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT A PARTY’S LIABILITY HEREUNDER.
12. TERMINATION OF SERVICES:
12.1 VIDARR INC reserves the right to terminate services in the event of prolonged non-payment.
12.2 VIDARR INC is not liable for any losses or damages resulting from the termination of services due to non-payment.
12.3 In the event Buyer terminates, in whole or in part, Orders that are within VIDARR INC’s lead times, Buyer shall be liable to VIDARR INC for all of the following: (i) the purchase price of all finished Products delivered to Buyer but not yet paid for at the time of termination; (ii) the purchase price of all finished Products not yet delivered to Buyer at the time of termination; (iii) the value of all work in progress and the cost of all raw materials acquired by VIDARR INC for the performance of Order; and (iv) reasonable profits collectively, the “Costs”). Buyer shall pay the Costs to VIDARR INC within thirty (30) days of termination or cancellation. Notwithstanding the foregoing, Products quoted non-cancelable and non- returnable (NCNR) cannot be canceled or returned once the Order is accepted by VIDARR INC.

13. CONFIDENTIALITY:
13.1 Both parties agree to keep confidential any proprietary or confidential information disclosed during the course of the business relationship.


14. INDEMNIFICATION:
a. The purchasing party (as “Indemnifying Party”) shall defend, indemnify and hold harmless VIDARR INC, and its present and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, successors, and assigns (collectively, “Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by an Indemnified Party (collectively, “Losses”), arising out or resulting from any breach of any provision of this Agreement and any claim of a third party or Indemnified Party alleging: (i) material breach by the Indemnifying Party of any representation, warranty, covenant or other obligation(s) set out in this Agreement; or (ii) gross negligence or more culpable act or omission of an Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.

a. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party is not obligated to indemnify, defend, or hold harmless any of the Indemnified Parties against any Losses arising out of or resulting from an Indemnified Party’s bad faith failure to materially comply with any of its obligations set out in this Agreement.

a. An Indemnified Party seeking indemnification under this Section shall give the Indemnifying Party: (i) Notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (ii) reasonable cooperation, at the Indemnifying Party’s expense, in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interests. The Indemnified Party shall have the right to participate in the defense at its own expense.

15. GOVERNING LAW
These Terms and Conditions of Sale are governed by the laws of the State of New Hampshire, without regard to conflicts of law principles.

16. AMENDMENTS
VIDARR INC reserves the right to amend these Terms and Conditions of Sale at any time.

17. MISCELLANEOUS
The provisions of these Terms and Conditions, together with the provisions contained within any accepted Order (but expressly excluding any of the terms and conditions proposed by the Buyer) constitutes the entire agreement, and supersedes all prior agreements and understandings, between the Parties hereto relating to the subject matter hereof. In the event of a conflict between the information contained in the Order and these Terms and Conditions, these Terms and Conditions shall take.
precedence, unless otherwise expressly agreed to by VIDARR INC in writing. Any amendment to or variation of these Terms and Conditions, an Order or any part thereof shall only be effective if made in writing and signed by a duly authorized representative of the Parties. If any provision of these Terms and Conditions or any Order shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the remaining provisions of these Terms and Conditions or such Order, all of which shall remain in full force and effect. The Parties hereto are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the Parties.

By completing a purchase with VIDARR INC, you acknowledge that you have read, understood, and agreed to these Terms and Conditions of Sale.