GENERAL TERMS AND CONDITIONS OF PROCESSTEC INC.
Effective Version: January 8, 2026
1. Scope
These General Terms and Conditions, Terms, apply exclusively to business-to-business transactions on a worldwide level between Processtec Inc., Seller, and its commercial customer, Purchaser, unless expressly agreed otherwise in writing. A contract becomes binding only upon written confirmation by Seller, including confirmation by email or other electronic means. Any acceptance or performance by Purchaser constitutes acceptance of these Terms in full, to the extent permitted by applicable mandatory law.
2. Quotations and Contract Formation
Any quotation or proposal issued by Seller is valid for thirty days unless stated otherwise. Purchaser’s purchase order is considered an offer based on these Terms. Seller may accept or reject such order at its discretion. No verbal agreement is binding.
3. Drawings, Documentation and Intellectual Property
All drawings, designs, specifications, calculations, manuals, technical data, software and documentation provided by Seller remain the exclusive intellectual property of Seller or its licensors. Purchaser may use such materials solely for operation, maintenance and servicing of the equipment supplied by Seller. Reverse engineering, reproduction, disclosure to third parties or use for other projects is strictly prohibited without Seller’s prior written consent.
4. Confidentiality
All technical, commercial and operational information disclosed by Seller is confidential and proprietary. Purchaser shall protect such information and disclose it only to employees on a strict need-to-know basis. This obligation survives termination of the contract.
5. Proper Use and Safety
Purchaser is solely responsible for installation, personnel training, compliance with operating instructions and use of appropriate safety devices and guards. Seller assumes no liability for damage or injury resulting from misuse, unauthorized modifications, operation outside confirmed conditions or use of non-approved spare parts. Purchaser indemnifies Seller against claims arising from such circumstances, except for claims caused by Seller’s intentional misconduct or gross negligence.
6. Prices and Payment
Prices are net, excluding taxes, duties and shipping unless confirmed otherwise in writing. Payment terms are net thirty days from invoice date unless otherwise agreed. Late payments accrue interest only within the limits of applicable law and not exceeding statutory maximum rates. Seller may suspend performance in case of non-payment.
7. Delivery and Risk of Loss
Delivery terms follow the Incoterms® stated in Seller’s written order confirmation. Risk of loss transfers to Purchaser according to the confirmed Incoterms®. Seller may perform partial deliveries where reasonable.
8. Title and Security Interest
Title to the goods remains with Seller until full payment of all amounts due has been received. Seller retains a security interest in the delivered goods until such payment is completed, where such mechanism is recognised by local law.
9. Services, Remote Support and Digital Access
Seller may provide on-site or remote services upon request. Remote services may require temporary access to systems explicitly released by Purchaser in writing. Purchaser shall ensure secure access and compliance with internal IT and cybersecurity policies. Seller is not responsible for cybersecurity incidents outside its reasonable control. Purchaser shall perform appropriate data backups prior to remote access.
10. Legal Compliance of Equipment
Seller provides equipment in accordance with the laws and generally recognised standards in force at the time of contract conclusion, based on written requirements of Purchaser. Seller does not warrant compliance with special local or industry-specific regulations unless such requirements were expressly communicated in writing by Purchaser and confirmed in writing by Seller. Changes in laws after contract conclusion may result in equitable adjustments to price or schedule.
11. Force Majeure
Seller shall not be liable for delays or failure to perform due to events beyond its reasonable control, including natural disasters, pandemics, supply-chain disruptions, governmental actions or transportation delays.
12. Warranty
Seller warrants that the equipment supplied is free from defects in material and workmanship for twelve months from commissioning or eighteen months from delivery, whichever occurs first. Warranty is void if non-approved spare parts are used or modifications are made without Seller’s authorisation. Seller’s sole obligation shall be repair or replacement at Seller’s discretion. This warranty applies in place of any other express or implied warranties, to the extent permitted by applicable mandatory law.
13. Limitation of Liability
Seller’s total liability shall not exceed the contract price of the affected equipment. Seller is not liable for indirect or consequential damages, loss of profit, downtime or production losses. This limitation does not apply to personal injury, intentional misconduct, gross negligence or liability that is mandatory under applicable law.
14. Returns and Cancellations
Returns require prior written authorisation. Custom-built equipment is non-returnable. Purchaser may cancel only in writing. Cancellation fees follow the actual manufacturing and engineering status and supplier commitments. Seller may charge a minimum of 35 percent of the order value only where this reflects work already performed and is permitted by applicable law.
15. Assignment
Purchaser may not assign the contract without Seller’s prior written consent.
16. Data Protection and Privacy
Personal data exchanged in connection with quotations, orders, services or contractual performance are processed solely for contract execution, support and legal compliance and in accordance with Seller’s applicable Privacy Policy. Purchaser warrants that any personal data provided to Seller have been collected and transferred lawfully.
17. Governing Law and Jurisdiction
These Terms are governed by the laws of the State of California, without regard to conflictof-law principles. Disputes shall be brought exclusively in the state or federal courts located in Visalia, California, to the extent permitted by applicable mandatory law.
18. Severability
If any provision of these Terms is invalid under mandatory local law, the remaining provisions remain in effect. The invalid provision shall be replaced by a lawful provision that most closely reflects the original intent.
End of Terms