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TERMS AND CONDITIONS OF SALE

  1. WARRANTY. Dark Space Solutions warrants that the goods provided under this Offer; (i) are free from defects in material and workmanship; and (ii) comply with the Buyer’s Specifications as described in this Offer. Dark Space Solutions warranties shall commence upon the delivery of the goods and shall continue thereafter for twelve (12) months. These warranties do not cover damage to goods caused by abuse, misuse, accident or neglect of Buyer or its agents or customers. These are THE SOLE WARRANTIES of Dark Space Solutions with respect to the goods provided under this Offer. Dark Space Solutions MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED WITH REGARD TO THE GOODS OR OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER OR AS STATED IN ANY LITERATURE OR OTHER SALES BROCHURES. DARK SPACE SOLUTIONS EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  2. BUYER’S EXCLUSIVE REMEDIES. If Specifications are not met, Dark Space Solutions will, at its option, repair or replace said goods or services or refund the purchase price by crediting Buyer’s account. Dark Space Solutions exercise of one of these options shall not prejudice its exercise of other options in other circumstances. Goods may not be returned to Dark Space Solutions without first obtaining a Returned Goods Authorization Number. The return to Dark Space Solutions of any nonconforming goods and delivery of any corrected or replaced goods shall be at Dark Space Solutions expense unless, after inspection by Dark Space Solutions, Dark Space Solutions determines, in its discretion, that the returned goods are conforming to Buyer’s Specifications. Buyer shall retain title to returned goods until Dark Space Solutions verifies the goods do not meet Specifications. The purpose of the express exclusive warranty remedies is to provide Buyer with replacement, exchange or credit for non conforming goods. The exclusive remedies will not be deemed to have failed of their essential purpose as long as Dark Space Solutions is willing and able to replace, exchange, or credit such non conforming goods. IN NO EVENT SHALL DARK SPACE SOLUTIONS BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.
  3. LIMITED LIABILITY. Dark Space Solutions shall not be liable to Buyer or to any other third person or entity with respect to any subject matter of this Order, under any equity, common law, tort, contract, estoppel, negligence, strict liability or other theory, for any (a) incidental, special, punitive, consequential or indirect damages or (b) damages resulting from loss of sale, business, profits, data, opportunity or goodwill, even if the remedies provided for in this Order fail of their essential purpose and even if the party has been advised of the possibility of any of the foregoing damages.
  4. PAYMENT. Buyer agrees to pay Dark Space Solutions UPON ORDER PLACEMENT AT the prices set forth in this Order. With management approval payment terms can be thirty (30) days from the date of invoice as agreed upon in writing.
  5. All orders are subject to management approval and periodic review of credit and payment terms, which may be modified by Dark Space Solutions on reasonable notice for cause. A late payment charge of one and one-half percent (1½%) per month (annual rate of 18%) will be added to past due accounts. Buyer shall pay all reasonable attorneys’ fees, collection costs and other expenses incurred by Dark Space Solutions for collection of past due invoices.
  6. INDEMNIFICATION. Buyer shall indemnify and hold harmless Dark Space Solutions, its owners, parents, affiliates subsidiaries, officers, directors, employees, and agents, from any and all liability, loss, expense (including reasonable attorneys’ fees and costs incurred by Dark Space Solutions) with respect to (a) claims of misuse of proprietary information, and infringements of patents, trademarks or copyrights based on designs, drawings, Specifications or other information which Buyer provides to Dark Space Solutions or which are developed by Dark Space Solutions or others in conjunction with Buyer (b) any damage or liability claimed by a third party, arising from the design, manufacture, integration or usage of a product which alone or as a component in an assembly, is alleged or proved to have caused injury or damage, (c) any damage or liability, with respect to Buyer’s failure to comply with all applicable foreign, U.S. federal, state or local laws, ordinances, rules, orders and regulations, including without limitation U.S. export control laws and any regulations and/or orders thereof or failure to provide Dark Space Solutions adequate information related thereto, and (d) any other breach of Buyer’s obligations hereunder.
  7. INTELLECTUAL PROPERTY. Any invention or intellectual property first made or conceived by Dark Space Solutions in the performance of this Order or which is derived from or based on the use of information supplied by Buyer not otherwise subject to a confidentiality agreement between the parties, shall be the property of Dark Space Solutions and Buyer shall execute such documents necessary to perfect Dark Space Solutions title thereto. Buyer agrees that it shall not obtain any grant, option, or license to any patent, trade secrets or other intellectual property rights now or hereafter held by Dark Space Solutions. Buyer further agrees it shall not decipher, decompile, disassemble or reverse engineer any of the Goods sold hereunder.
  8. TAXES. Buyer is responsible for the payment of all taxes associated with the goods and services provided hereunder, including without limitation, sales, use, rental, personal property and any other taxes.
  9. CONFIDENTIALITY. Buyer agrees that it will not disclose the contents of this Order to any unrelated party without the advance written consent of Dark Space Solutions.