Over 10 years we help companies reach their financial and branding goals. Engitech is a values-driven technology agency dedicated.

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411 University St, Seattle, USA

engitech@oceanthemes.net

+1 -800-456-478-23

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Standard Terms and Conditions of Sale

1. APPLICABILITY

The following terms and conditions (the “Agreement”) apply to all Purchase Orders (“POs”) for the purchase of products and services (the “Work”) accepted by SpaceBridge Inc. or its affiliates (“SpaceBridge”).
If there is any conflict between this Agreement and any specific written terms previously offered by SpaceBridge, the latter shall prevail.

2. PRICES

  1. Prices are valid for Work delivered according to the product specification, estimated delivery schedule, and delivery terms stipulated by SpaceBridge.
  2. Prices exclude all import duties and taxes, which must be paid by the Buyer.
  3. Buyer is responsible for disposal of any Work according to applicable regulations, including but not limited to the European Council Directive on Waste Electrical and Electronic Equipment (WEEE).

3. PAYMENT

  1. Payment terms are net 30 days from invoice date, subject to credit approval. If credit is not approved, full payment is due upon notification of readiness to deliver and prior to delivery.
  2. Credit approval may be revoked at any time; full payment may be required to continue Work.
  3. For certain orders, Buyer may be required to pay a deposit before the PO is accepted or to prepay the full value prior to delivery.
  4. Late payments may incur 2.5% monthly compounded interest (34.49% annually), effective from the original invoice date.

4. DELIVERY

  1. Delivery shall be Ex Works (EXW) SpaceBridge’s shipping point (Incoterms 2020).
  2. Buyer-requested delivery dates are for planning only.
  3. Default or delay in payment may result in suspension of Work or refusal to deliver.
  4. If Buyer delays Delivery, storage fees may apply.

5. EX WORKS (INCOTERMS 2020)

  1. Seller delivers goods by placing them at Buyer’s disposal at the agreed point.
  2. If no specific point is agreed within the named location, Seller may choose the point that best suits its purpose.
  3. Points of Delivery may include Seller’s facilities, supplier facilities, and subcontractor facilities.

6. TITLE, RISK AND CONTROL

  1. Risk of damage, loss, and control passes to Buyer upon Delivery.
  2. Title passes only upon full, final, unconditional payment.
  3. Work remains movable property even if attached to real property.
  4. Buyer may not encumber or allow liens on the Work prior to transfer of title.

7. ACCEPTANCE

Acceptance occurs 5 calendar days after each Delivery unless a detailed written non-conformity report is submitted.
If non-conformity is reported, Acceptance occurs once the issue is resolved.

8. WARRANTY

  1. Warranty period is 12 months after Acceptance. SpaceBridge will, at its discretion and expense, repair or replace defective products or parts (excluding Buyer-furnished material).
  2. Products must be returned in original packaging at Buyer’s expense for inspection.
  3. Warranty does not cover defects caused by Buyer, including abuse, accident, misuse, mishandling, vandalism, neglect, environmental damage, improper installation, unauthorized repair, or altered tamper seals.
  4. SpaceBridge is not responsible for:
    • Products/services not supplied by SpaceBridge
    • Equipment connected to the Work
    • Unauthorized software
    • Use not in accordance with documentation
  5. Third-party parts carry only the original manufacturer’s warranty.
  6. SpaceBridge’s liability under warranty is limited to repair or replacement of the defective product (plus return transport).
  7. This warranty is SpaceBridge’s sole liability and excludes all other warranties, express or implied.
  8. If warranty is void or claim denied, Buyer will be notified and charged for repair upon consent.

9. CHANGES

  1. SpaceBridge may implement changes to drawings/specifications not materially affecting quality, form, fit, or function without notice.
  2. Buyer-requested changes require written agreement on performance, specifications, pricing, schedule, and warranty adjustments. Without agreement, SpaceBridge has no obligation to implement changes.

10. CANCELLATION AND TERMINATION

  1. SpaceBridge may terminate the Agreement immediately if Buyer:
    • becomes insolvent,
    • assigns assets for benefit of creditors,
    • has a receiver/manager appointed,
    • becomes subject to bankruptcy or creditor protection proceedings, or
    • commits an act that causes irreparable harm to SpaceBridge or its affiliates.
  2. SpaceBridge may terminate if Buyer fails to cure a breach or make payments within 10 days of notification.
  3. Upon termination/cancellation of any PO, Buyer must pay:
    • all completed Work and work-in-progress
    • services rendered
    • equipment, components, subassemblies, raw materials
    • cancellation fee of 10%–50% of the cancelled portion
    • subcontractor charges, restocking fees, administrative costs, and other attributable expenses
  4. Special/custom Work may require Buyer to pay full PO value even if cancelled.

11. LIMITATION OF LIABILITY

  1. SpaceBridge and its affiliates, officers, and directors are not liable for incidental, special, consequential, or indirect damages, including business interruption, substitute goods, or lost profits, regardless of legal theory, even if advised of the possibility.
  2. SpaceBridge’s total aggregate liability shall not exceed 10% of the amounts paid.

12. INDEMNIFICATION

  1. Buyer shall indemnify SpaceBridge against all claims arising from personal injury or property damage.
  2. Buyer shall indemnify SpaceBridge from third-party claims relating to:
    • use, operation, or performance of the Work
    • intellectual property infringement arising from Buyer’s specifications
    • all associated costs and attorney fees

13. INTELLECTUAL PROPERTY

  1. SpaceBridge retains full rights to all information, inventions, processes, designs, methodologies, and improvements conceived or developed by SpaceBridge during performance of this Agreement (excluding Buyer-furnished data).
  2. SpaceBridge is not obligated to provide information not explicitly stated as a deliverable.

14. CONFIDENTIALITY

Buyer acknowledges that all technical, commercial, and operational information provided by SpaceBridge is confidential and must be protected with at least the same degree of care as Buyer’s own confidential information.
Buyer may not disclose such information to third parties without prior written consent.

15. FORCE MAJEURE

SpaceBridge is not liable for non-performance or damages due to events beyond its control—including but not limited to acts of God, acts of Buyer, civil/military actions, riots, or labor actions.

16. OTHER PROVISIONS

  1. SpaceBridge may subcontract Work in whole or in part.
  2. Failure to enforce any provision is not a continuing waiver.
  3. SpaceBridge may seek injunctive relief for breaches.
  4. If any provision is found unenforceable, it shall be severed without affecting the remaining terms.
  5. Buyer may not assign the Agreement without prior written consent; SpaceBridge may assign to its affiliates.
  6. Nothing herein creates an agency, employment, partnership, or joint venture.
  7. This Agreement constitutes the entire agreement between the parties and supersedes all prior written or oral agreements. Buyer agrees that SpaceBridge’s terms prevail over any inconsistent Buyer terms.
  8. This Agreement shall be governed by the laws of the Province of Québec, Canada and proceedings shall be conducted in English.