Terms & Conditions of Sale

Last Updated: November 18th 2025

These Terms & Conditions of Sale (“Terms”) govern all quotations, sales, and deliveries of products by Elliott Machine Works SRL, doing business as EMW Nuclear (“Supplier”), to any purchaser (“Customer”). By placing an order, submitting a purchase order, accepting a quotation, or purchasing through our website, the Customer agrees that these Terms constitute the entire and exclusive agreement between Supplier and Customer with respect to the sale of the Products.

No additional or conflicting terms contained in any Customer purchase order, correspondence, or other communication shall apply unless expressly accepted in writing by an authorised representative of Supplier. Supplier expressly rejects any such additional or conflicting terms, and performance of an order shall not be interpreted as acceptance of Customer’s terms.

These Terms apply to all Products sold, whether custom-fabricated, made-to-order, standardised, or consumable in nature. Because Supplier’s Products are frequently used in radiological, radiopharmaceutical, and critical mechanical environments, these Terms are intended to clearly allocate responsibilities, limit liability to the degree permitted by law, and ensure safe, compliant use of aftermarket components.

1. DEFINITIONS

For the purposes of these Terms, the following definitions apply:

1.1 “Supplier”

Refers to Elliott Machine Works SRL, its affiliates, employees, and authorised agents.

1.2 “Customer”

Refers to any individual, company, organisation, or entity purchasing Products from Supplier, whether directly, through a website checkout, via quotation, or via purchase order.

1.3 “Products”

Means all telemanipulator consumables, spare parts, components, accessories, and related goods sold by Supplier, including but not limited to:

• telemanipulator boots,

• cables and end-terminations,

• grippers, fingers, and tooling,

• telemanipulator carts and fixture assemblies,

• fabricated spare parts,

• 3D-printed components,

• miscellaneous consumables.

1.4 “Equipment”

Any telemanipulator, hot cell, glove box, radiopharmaceutical system, or related apparatus into which the Products are installed or used.

1.5 “Order”

Any request for Products submitted by Customer and accepted by Supplier, including online checkout orders, written purchase orders, verbal orders confirmed in writing, or approvals of quotations.

1.6 “Delivery”

The moment the Products are transferred to the carrier selected for shipment, at which point risk of loss passes to Customer unless otherwise agreed in writing.

1.7 “Defect”

A manufacturing defect inherent in the Product itself at the time of Delivery. “Defect” does not include damage caused by installation, misuse, wear and tear, radiation exposure, equipment malfunction, improper storage, or third-party modification.

1.8 “Radiological Use”

Any use of the Products within or adjacent to a controlled, regulated, or radioactive environment, including hot cells, cyclotron facilities, PET tracer production areas, glove boxes, and any space under radiological surveillance.

1.9 “OEM”

The original equipment manufacturer of any telemanipulator, hot cell, glove box, or related system, including but not limited to CRL, Trumotion, Von Gahlen, or any other manufacturer.

1.10 “Terms”

These Terms & Conditions of Sale, including any revisions published by Supplier from time to time.

2. SCOPE OF SALE & ACCEPTANCE OF ORDERS

2.1 General Scope

Supplier sells aftermarket telemanipulator components, consumables, and related products for use in radiopharmaceutical, nuclear medicine, laboratory, industrial, and research environments. The sale of Products by Supplier is strictly limited to the terms set forth herein. No agreement shall exist except as expressly stated in these Terms or in a written instrument signed by an authorised representative of Supplier.

2.2 Acceptance of Orders

An Order is considered accepted only when Supplier (a) issues a written confirmation, (b) accepts payment through the online checkout system, or (c) initiates fabrication or shipment of the Products. Supplier reserves the right to refuse or cancel Orders at its sole discretion, including but not limited to situations involving export restrictions, unavailable materials, incompatible specifications, or concerns regarding safe and appropriate use.

2.3 Quotations and Pricing

All quotations, price lists, and offers provided by Supplier are valid for the period stated therein; if no period is stated, they are valid for 30 days from the date issued. Pricing does not include taxes, duties, customs charges, brokerage, or shipping fees unless explicitly stated. Supplier may adjust pricing in cases of material cost changes, supply chain fluctuations, or errors, informing Customer prior to order acceptance.

2.4 Custom and Made-to-Order Products

Many of Supplier’s Products—including cables, boots, grippers, printed components, and fabricated parts—are custom-made or fabricated to order based on Customer specifications. Supplier’s obligations for such products extend only to fabricating them in accordance with the specifications provided by Customer. Supplier is not responsible for verifying dimensions, model compatibility, or fitment unless explicitly contracted to do so in writing.

2.5 No System-Level Responsibility

Supplier sells components only, not complete telemanipulator systems. The scope of sale does not include:

• system integration,

• equipment calibration or certification,

• functionality validation,

• installation services,

• regulatory compliance assurance,

• conformity with OEM warranty requirements.

Customer acknowledges that the performance and safety of the Equipment depends on factors outside Supplier’s control, including equipment condition, maintenance, installation quality, use environment, and operating procedures.

2.6 No Implied Obligations Beyond Sale

Except as expressly stated in these Terms, Supplier does not assume responsibility for:

• the performance of Customer’s Equipment after installation of Products,

• any failures resulting from incorrect installation or adjustment,

• downstream operational performance such as cable tension, tong alignment, airtightness, gripping force, or manipulator kinematics,

• training, service, or maintenance, unless purchased separately.

2.7 Changes to Products

Supplier may revise Product designs, materials, or fabrication methods at any time if such changes do not materially affect fit, function, or performance under normal intended use. Supplier is not obligated to provide advance notice of non-material revisions.

2.8 Product Information

Specifications, drawings, photographs, and technical descriptions provided online or in documentation are provided for general reference and may not reflect minor revisions or custom variations. Customer is responsible for confirming that specifications meet their requirements.

3. INTENDED USE & TECHNICAL RESPONSIBILITY

3.1 Intended Use of Products

Products supplied by Supplier are aftermarket components, accessories, and consumables designed for use with telemanipulators, hot cells, glove boxes, radiopharmaceutical production equipment, and related controlled environments. These Products are intended as replacements or accessories for existing Equipment and are not sold as complete systems, upgrades, or modifications.

3.2 Qualified Personnel Requirement

Products must be installed, configured, and used exclusively by qualified personnel familiar with the applicable Equipment, OEM specifications, facility SOPs, and relevant safety protocols. Customer bears full responsibility for ensuring technical competency of installers and operators.

3.3 Customer Responsibility for Compatibility

Customer is solely responsible for verifying that Products are suitable and compatible with:

• specific Equipment models and generations,

• cable lengths, terminator geometries, and tensioning requirements,

• boot flange patterns and sealing surfaces,

• tong gripper interfaces and tooling profiles,

• operational limits and condition of the Equipment.

• Supplier may provide general guidance when requested, but does not guarantee compatibility unless explicitly agreed in writing.

3.4 No Responsibility for System-Level Performance

Customer acknowledges that Equipment performance depends on many factors outside Supplier’s control. Supplier does not assume responsibility for:

• manipulator smoothness, friction, stiffness, or travel characteristics,

• cable tension, mechanical play, or operational kinematics,

• tong alignment, gripping forces, or payload handling,

• glove box or hot-cell leak-tightness,

• compliance with OEM tolerances, regulatory requirements, or facility-specific acceptance criteria.

These factors are dependent on installation practices, Equipment condition, maintenance history, and operational environment.

3.5 Manipulator Assist Valves and Related Accessories

3.5.1 Nature of Assist Valves

Supplier offers optional pneumatic or mechanical “manipulator assist” accessories, including tong-assist valves, grip-assist modules, travel-assist devices, and similar add-ons (“Assist Valves” or “ManipGrip”). These are standalone accessories intended to support operator ergonomics and reduce operator effort. They are not intended to modify, alter, or improve the design, rated capacity, or certified performance of any telemanipulator or Equipment.

3.5.2 Not a System Modification

Assist Valves are not sold as:

• Equipment modifications,

• performance upgrades,

• structural or load-bearing enhancements,

• replacements for OEM parts,

• or components capable of altering factory-rated specifications.

Customer acknowledges that installation of Assist Valves does not imply any increase in manipulator capacity, load rating, travel characteristics, or durability.

3.5.3 Customer’s Technical Responsibility

Customer is solely responsible for:

• determining whether Assist Valves are appropriate for their Equipment and environment,

• ensuring correct installation by qualified personnel,

• ensuring pneumatic or mechanical integration complies with facility safety protocols,

• verifying that Assist Valves do not interfere with critical system functions,

• and evaluating any potential effects on OEM warranties or service agreements.

3.5.4 No Liability for Downstream Effects

Supplier shall not be liable for:

• overloading, misoperation, or misuse of Equipment following installation of Assist Valves,

• structural failures, mechanical wear, frame cracking, or abnormal tong or cable behaviour,

• changes in operator technique or load handling,

• contamination events or regulatory nonconformance,

• any assertion that an Assist Valve contributed to Equipment malfunction or performance deviation.

Customer explicitly assumes all risks associated with integrating Assist Valves into existing systems.

3.6 No OEM Affiliation or Certification

Supplier is not affiliated with, endorsed by, or certified by any OEM. Use of aftermarket components—including Assist Valves—may void or impact OEM warranties or service contracts. Customer bears all responsibility for understanding such implications.

3.7 Effects of Radiation and Environment

Customer is responsible for understanding material limitations under cumulative radiation exposure, chemical sanitisation protocols, thermal cycling, or environmental conditions. Supplier does not warrant materials against degradation resulting from such conditions unless explicitly stated.

4. COMPATIBILITY & OEM DISCLAIMER

4.1 Customer Responsibility for Compatibility

Customer acknowledges and agrees that compatibility verification is solely the Customer’s responsibility. Due to variations in Equipment models, generations, production runs, and facility-specific configurations, Supplier cannot and does not guarantee that any Product will be compatible with Customer’s exact Equipment unless expressly confirmed in writing.

Compatibility depends upon, but is not limited to:

• model numbers and revisions,

• generation differences (including undocumented OEM revisions),

• cable lengths, terminator patterns, and swage geometries,

• manipulator tong profiles and tooling interfaces,

• boot flange, gasket, and sealing-surface variations,

• prior repairs, modifications, or non-OEM parts installed by Customer,

• Equipment condition, wear, and maintenance history.

Supplier may request photographs, measurements, serial numbers, or OEM documentation to assist the Customer, but such assistance is informational only and does not constitute a warranty of fitment or performance.

4.2 No Representation of OEM Equivalence or Certification

Supplier’s Products are aftermarket components. Supplier makes no claim, express or implied, that its Products are:

• OEM-manufactured,

• OEM-approved,

• OEM-certified,

• equivalent to OEM specifications,

• conforming to OEM performance standards,

• compliant with any OEM warranty or service agreement.

Any references to OEMs or OEM part numbers are provided solely for identification and compatibility guidance, not for equivalence or certification purposes.

4.3 No Responsibility for OEM Warranty Impacts

Installation or use of aftermarket components—including but not limited to cables, boots, grippers, assist valves, tooling, or 3D-printed components—may affect the applicability, validity, or enforceability of OEM warranties or service contracts.

Supplier assumes no liability for:

• voided OEM warranties,

• disputes between Customer and OEM,

• OEM refusals to service Equipment due to aftermarket components,

• claims that aftermarket components contributed to Equipment failure.

Determining OEM warranty impacts is solely the Customer’s responsibility.

4.4 Non-OEM Installations and Changes to Equipment

Because aftermarket components rely on the condition and configuration of the Equipment into which they are installed, Supplier shall not be responsible for:

• improper installation,

• incorrect cable routing, tensioning, or termination,

• sealing issues resulting from flange/gripper mismatches,

• issues arising from hot cell manufacturing defects,

• Equipment with worn or damaged mechanical components,

• third-party modifications,

• use in equipment modified without OEM documentation,

• undocumented facility-level alterations.

Customer assumes all risks associated with integrating aftermarket components into Equipment of unknown or modified condition.

4.5 No Assurance of System Performance

Compatibility does not imply or guarantee:

• unchanged manipulator kinematics,

• original-spec cable tension or friction characteristics,

• original tong alignment or gripping force,

• OEM load ratings or mechanical limits,

• unchanged glove box or hot cell airtightness,

• regulatory conformity (NRC, FDA, EMA, Health Canada, etc.).

Supplier’s Products are components only; system performance depends on factors beyond Supplier’s control, including installation quality, maintenance practices, equipment age, environmental conditions, and operator use.

4.6 Customer Duty to Test and Validate

Customer is responsible for conducting any inspections, tests, calibrations, or validations required to ensure safe operation after installation, including but not limited to:

• travel and friction testing,

• tong alignment verification,

• early-life tension checks,

• manipulator leak testing,

• integration testing for assist valves or accessories,

• facility-specific acceptance testing.

Supplier is not responsible for any damages or losses arising from Customer’s failure to perform adequate validation.

5. CUSTOMER OBLIGATIONS

5.1 Duty to Inspect Upon Delivery

Customer shall inspect all Products immediately upon receipt. Inspection shall include, at a minimum:

• verification of quantities,

• visual inspection for shipping damage,

• confirmation of correct part numbers, lengths, dimensions, or configurations,

• basic functional inspection (if applicable),

• verification that Products match the Order.

Any claims for shortages, defects, damage, or non-conformity must be submitted in writing within five (5) business days of Delivery. Failure to provide such notice constitutes irrevocable acceptance of the Products.

5.2 Installation by Qualified Personnel Only

Products must be installed, fitted, tensioned, sealed, adjusted, or integrated exclusively by qualified and trained personnel who are:

• familiar with the relevant Equipment and model variants,

• competent in cable tensioning and routing,

• trained in glove box and hot-cell sealing practices (where applicable),

• aware of OEM specifications and facility SOPs,

• compliant with radiological safety requirements.

Supplier is not responsible for failures caused by improper installation or lack of technical expertise.

5.3 Responsibility for Accurate Technical Information

Where Products are made-to-order or customised, Customer is solely responsible for ensuring the accuracy and completeness of all technical data provided, including:

• cable lengths and terminator specifications,

• manipulator model and generation,

• serial numbers,

• flange dimensions and bolt patterns,

• required tolerances and measurements,

• any facility-specific variations or modifications.

Supplier is not liable for errors arising from incorrect, incomplete, or outdated information supplied by Customer.

5.4 Installation Environment and Equipment Condition

Customer is responsible for ensuring that:

• the Equipment into which Products are installed is in good working order,

• worn, damaged, or improperly maintained components are replaced before installation,

• the mechanical environment is suitable for the Product,

• pneumatic or mechanical systems (if applicable) meet proper pressure, lubrication, and cleanliness standards.

Supplier is not responsible for failures or performance issues resulting from worn Equipment, poor maintenance, contamination, corrosion, or latent defects in the Customer’s system.

5.5 Duty to Validate and Test After Installation

Following installation, Customer must conduct all necessary tests to confirm safe and proper function, including:

• tension and routing checks,

• tong alignment, travel, friction, and gripping-force tests,

• leak-tightness tests for cells or glove boxes,

• early-life inspection for cable seating or slippage,

• integration checks for pneumatic or mechanical assist valves,

• any facility-required acceptance, calibration, or qualification tests.

Failure to perform validation testing voids any claim related to performance or safety.

5.6 Safe Operation and Compliance

Customer is responsible for ensuring that:

• operators are trained in safe, proper Equipment use,

• Products are used only within safe load, travel, and environmental limits,

• Products are not overloaded, misused, or operated beyond intended function,

• all applicable regulatory, facility, and OEM requirements are followed.

Supplier is not liable for damages arising from misuse, abuse, overextension of Equipment, or operation outside intended limits.

5.7 No Unauthorised Repairs or Modifications

Customer shall not modify, disassemble, repair, or alter any Product without Supplier’s prior written consent. This includes:

• altering cable ends or lengths,

• machining or drilling boots, flanges, or sealing surfaces,

• modifying gripper/tooling geometry,

• altering pneumatic or mechanical assist valves,

• substituting non-approved materials or components.

Unauthorised modifications void the limited warranty and any liability of Supplier.

5.8 Removal of Radiologically Exposed Components

Customer is responsible for ensuring that Products removed from radiological environments are handled, stored, and disposed of in compliance with all applicable laws and safety requirements. Supplier will not accept returns of any Product that has entered a controlled or radiological environment.

5.9 Ongoing Monitoring and Maintenance

Customer is responsible for periodic inspection and maintenance of Products installed in Equipment, including:

• cable wear inspection,

• polymer/elastomer degradation monitoring,

• cleaning or sanitisation per facility SOPs,

• replacement scheduling based on usage and exposure conditions.

Supplier is not responsible for degradation due to radiation, chemical exposure, or normal wear and tear.

6. WARRANTY

6.1 Limited Warranty – Defects in Materials and Workmanship

Supplier warrants that the Products, at the moment of Delivery, are free from defects in materials and workmanship. This is a warranty of the Product itself, not of system performance, installation results, or operational behaviour when integrated into Equipment.

This Limited Warranty applies only to defects that:

• existed at the time of Delivery,

• are inherent in the Product as manufactured,

• and are reported within the applicable warranty period.

6.2 Warranty Period

Unless otherwise specified in writing, the warranty period for all Products is:

Thirty (30) days from the date of Delivery.

Due to the operating environments of many Products (radiological, chemical, mechanical, thermal), longer warranty periods are not practical and shall not apply.

6.3 Exclusions from Warranty

This Limited Warranty does not cover damage or failures resulting from:

• improper installation, adjustment, or tensioning,

• use in Equipment that is worn, damaged, poorly maintained, or modified,

• exposure to radiation, chemicals, solvents, heat, or environmental conditions beyond normal limits,

• unauthorised modification, repair, or alteration,

• use of pneumatic or mechanical assist valves in a manner inconsistent with facility SOPs or safe load limits,

• misalignment, friction, cable drag, or manipulator stiffness arising from Equipment condition,

• overloading, misuse, abuse, or forceful operation,

• normal wear and tear or expected material degradation,

• failure to perform post-installation validation tests,

• incorrect or incomplete technical information supplied by Customer.

6.4 No Warranty of Compatibility or Performance

Supplier makes no warranty, express or implied, that the Products:

• are compatible with any specific Equipment model or generation,

• meet any OEM specification,

• will restore Equipment to OEM-rated performance,

• ensure airtightness or leak-tightness of any cell or glove box,

• will exhibit specific friction, tension, or alignment characteristics,

• will maintain performance for any specific duration under radiation exposure or chemical sanitation,

• will comply with regulatory or OEM requirements.

Compatibility and performance are solely the Customer’s responsibility.

6.5 Exclusive Remedy

Customer’s sole and exclusive remedy for any defective Product, and Supplier’s entire liability under this Limited Warranty, shall be repair, replacement, or refund at Supplier’s discretion.

Supplier may:

• inspect the Product,

• request photographs or usage information,

• request non-radiological return of the Product (if safe and permissible),

• or decline remedy if the defect is not covered under these Terms.

Supplier is not required to replace or refund any Product exposed to radiation, unless clear defect at Delivery can be established without physical return.

6.6 No Other Warranties

To the fullest extent permitted by law, Supplier disclaims all other warranties, express or implied, including but not limited to:

• warranties of fitness for a particular purpose,

• warranties of merchantability,

• warranties of compatibility,

• warranties of system performance or uptime,

• warranties arising from course of dealing or trade usage.

6.7 Warranty Void Conditions

This Limited Warranty becomes void if:

• the Product is modified, machined, cut, trimmed, re-swaged, or altered,

• the Product is installed in a radiologically active environment before defect evaluation,

• the Product is used contrary to intended purpose or facility SOPs,

• Customer fails to perform validation and acceptance testing,

• Customer provides incorrect specifications for custom-fabricated items,

• anyone other than Supplier attempts repair or alteration.

6.8 No Warranty on Custom-Fabricated Components

Custom-fabricated or made-to-order components (cables, boots, tooling, printed parts, etc.) produced according to Customer specifications are not warranted for compatibility, suitability, or performance.

Warranty extends only to defects in fabrication relative to the specifications supplied.

6.9 Shelf Life and Storage Conditions (Boots and Elastomeric Products)

Recommended shelf life: 24 months from manufacture when stored under appropriate conditions. Not a warranty. Not a guarantee of performance after storage. Storage conditions outside Supplier control may reduce lifespan.

6.9.1 Recommended Shelf Life

Elastomeric Products such as telemanipulator boots have a recommended shelf life of twenty-four (24) months when stored under appropriate conditions, including:

• sealed and unopened packaging,

• ambient indoor temperature,

• low UV exposure,

• low ozone exposure,

• low humidity,

• absence of mechanical stress or deformation.

This recommendation is a non-binding guideline and does not constitute a warranty of performance, longevity, or condition after storage.

6.9.2 No Warranty on Stored Products

Supplier provides no warranty, express or implied, regarding the performance, condition, or integrity of Products after Customer storage.

Supplier cannot verify or control storage conditions after Delivery, and therefore Products stored for any duration are used solely at Customer’s risk.

6.9.3 Customer Responsibility for Storage Conditions

Customer is solely responsible for:

• maintaining appropriate storage conditions,

• tracking inventory age,

• rotating stock before recommended shelf life expires,

• preventing UV, ozone, heat, moisture, or chemical exposure.

Any degradation, embrittlement, discolouration, or loss of mechanical properties resulting from storage conditions is not covered by warranty.

6.9.4 No Warranty Extension for Unused Products

Elastomeric Products removed from storage after any duration shall:

• not be considered “new” for warranty purposes,

• not qualify for replacement due to age-related degradation,

• not receive extended or renewed warranty periods.

Warranty applies strictly at the time of Delivery and does not extend based on Customer’s inventory practices.

7. LIABILITY LIMITATION

7.1 Maximum Extent Permitted by Law

To the fullest extent permitted by applicable law, Supplier’s liability—whether arising from contract, warranty, negligence, tort, strict liability, indemnity, or any other legal theory—shall be strictly limited as set forth in this Section.

These limitations apply to all Products and any ancillary services provided by Supplier.

7.2 No Liability for Consequential or Indirect Damages

Supplier shall not be liable for any indirect, incidental, consequential, punitive, exemplary, special, or enhanced damages of any kind, including but not limited to:

• facility downtime or lost production hours,

• loss of radionuclide batches, PET tracers, isotopes, or radiopharmaceutical product,

• loss of revenue, profits, use, or business opportunities,

• contamination events, radiological releases, or cleanup costs,

• damage to Equipment, hot cells, glove boxes, or telemanipulators,

• regulatory penalties, failed inspections, or compliance findings,

• loss of patient throughput or scheduling disruptions,

• third-party claims or subrogation demands by insurers,

• costs associated with rework, retraining, or reacquisition of materials,

• any claim arising from incorrect installation, misuse, or operator error.

These exclusions apply even if Supplier has been advised of the possibility of such damages or if such damages were reasonably foreseeable.

7.3 Total Cumulative Liability Cap

Supplier’s total cumulative liability for any claim, dispute, or loss arising out of or relating to the Products or any services provided by Supplier shall be strictly limited to the amount paid by Customer for the specific Product(s) or service(s) giving rise to the claim.

Under no circumstances shall Supplier’s total liability exceed this amount.

7.4 No Liability for Installation, Integration, or System Performance

Supplier shall not be liable for any damage, loss, malfunction, or performance issue arising from:

• installation or integration of Products into Customer’s Equipment,

• installation performed by Customer or third parties,

• incorrect cable tensioning, routing, or adjustment,

• misalignment or travel deviation of telemanipulators,

• pneumatic or mechanical integration of assist valves,

• changes in Equipment friction, drift, stiffness, or motion characteristics,

• sealing or leak issues in glove boxes or hot cells,

• wear, corrosion, fatigue, or pre-existing mechanical defects in Equipment.

Customer acknowledges that system-level behavior depends on factors outside Supplier’s control.

7.5 No Liability for OEM Warranty Impacts or OEM Actions

Supplier is not responsible for:

• voided or altered OEM warranties,

• OEM refusals to service Equipment due to aftermarket components,

• claims by OEMs that Products contributed to Equipment failure,

• any incompatibilities caused by undocumented OEM design changes,

• costs associated with OEM service, repair, or replacement.

Customer assumes all risks associated with use of aftermarket components.

7.6 No Liability for Storage, Environmental Exposure, or Degradation

Supplier shall not be liable for:

• degradation or failure caused by radiation exposure,

• improper storage conditions (UV, ozone, heat, humidity),

• chemical sanitisers or cleaning agents,

• long-term inventory storage or shelf aging,

• or any deterioration occurring after Delivery.

Customer is solely responsible for managing and evaluating inventory age and storage conditions.

7.7 No Liability for Customer-Supplied Specifications or Data

Supplier shall not be liable for any failure, defect, or incompatibility arising from:

• incorrect or incomplete measurements,

• incorrect cable lengths or terminator specifications,

• wrong model or serial number information,

• failure to disclose facility-level modifications,

• inaccurate technical instructions from Customer.

Supplier fabricates custom-made items based on Customer-provided data; Customer assumes responsibility for accuracy.

7.8 No Liability for Advice, Guidance, or Field Services

Any advice, technical guidance, troubleshooting, recommendations, consultations, inspections, or on-site services (“Services”), whether paid or unpaid, are provided solely as general information. Supplier does not assume responsibility or liability for:

• outcomes of installation, adjustment, or repair,

• reliance on verbal or written advice,

• inspection findings, diagnostics, or suggested actions,

• any action or inaction taken by Customer based on such Services.

Services do not create any warranty, guarantee, or assumption of risk by Supplier.

7.9 Independent Customer Responsibility

Customer acknowledges and agrees that all risks associated with:

• installation,

• operation,

• integration,

• maintenance,

• validation,

• testing,

• and safe use of Equipment, remain solely with the Customer.

Supplier shall not be liable for any damage, injury, or loss arising from Customer’s operations, procedures, or use of the Products.

7.10 Indemnification

Customer agrees to indemnify, defend, and hold Supplier harmless from all claims, losses, damages, liabilities, costs, and expenses (including attorney’s fees) arising from:

• misuse of the Products,

• improper installation,

• operation outside intended purpose,

• violation of regulatory or safety protocols,

• false or misleading technical information supplied to Supplier,

• reliance on Customer’s improper testing or failure to validate,

• claims brought by third parties or insurers.

7.11 Essential Basis of the Bargain

Customer acknowledges that the pricing and availability of the Products are based on the limitations of liability herein.

Absent these limitations, the Products would not be offered at the same price or on the same terms.

8. CONDITIONS FOR SERVICE, ON-SITE WORK, AND TECHNICAL VISITS

8.1 Preconditions for Service

Customer acknowledges and agrees that all on-site service, inspections, training, troubleshooting, or technical work (“Services”) are contingent on the following non-negotiable requirements:

• a safe, clean, and unobstructed work area,

• uninterrupted access to the Equipment for the duration of the scheduled visit,

• availability of necessary facility personnel,

• adherence to the agreed-upon schedule,

• a cooperative, non-hostile working environment,

• provision of accurate and complete technical information,

• no unreasonable time compression, rushing, or operational pressure placed on Supplier’s personnel.

Failure to meet any of these requirements shall constitute a breach by Customer.

8.2 Mandatory Disclosure Requirements

Customer shall fully disclose, prior to the scheduling of any Service:

• all known issues, malfunctions, or historical problems with the Equipment,

• any ongoing or recent facility work (renovations, construction, HVAC, electrical, etc.),

• presence or planned presence of third-party vendors, including OEMs or competitors,

• any environmental or operational conditions that may impact Service,

• any schedule limitations, planned shutdowns, or access restrictions.

Supplier is not liable for any failure, delay, or inability to complete the Service caused by incomplete, inaccurate, or omitted disclosures.

8.3 No Guarantee Under Compressed or Inadequate Timeframes

Troubleshooting, diagnostics, and corrective actions require adequate time. Customer acknowledges that:

• Supplier does not guarantee completion of any task within a truncated or customer-imposed timeline,

• troubleshooting cannot be rushed or forced,

• any expectation of instant diagnosis or repair is unreasonable,

• failure to allocate sufficient time voids any claim related to incomplete work.

8.4 Right to Suspend or Terminate Service

Supplier may, at its sole discretion, suspend or immediately terminate any Service, without refund, if:

• the work environment is unsafe, disruptive, or materially different from what was represented,

• adequate time or access is not provided,

• cooperation from Customer personnel is withheld or withdrawn,

• Customer personnel engage in blame-shifting, hostile behavior, or attempts to interfere with Supplier’s work,

• Supplier’s technician is impeded, pressured, rushed, or prevented from working effectively,

• new issues or undisclosed conditions are discovered on-site that make completion impractical or unsafe.

Termination under this section shall not constitute breach by Supplier.

8.5 No Liability for Customer-Caused Delays or Failures

Supplier shall not be liable for any delay, inability to complete work, additional costs, or any alleged damages arising from:

• inadequate preparation by Customer,

• inaccurate or missing technical information,

• undisclosed conditions or problems,

• failure to provide uninterrupted access or necessary personnel,

• customer interference, miscommunication, or refusal to cooperate,

• facility emergencies, operational constraints, or internal delays,

• compressed, altered, or unrealistic schedules.

All such consequences are the sole responsibility of Customer.

8.6 Pre-Existing or Intermittent Equipment Issues

Supplier is not responsible for any pre-existing, intermittent, or latent defects in Equipment discovered during Service.

Encountering such issues does not constitute Supplier fault and may require additional time, costs, or follow-up at Customer’s expense.

8.7 No Assumption of Responsibility for Operational Decisions

Supplier provides technical expertise only. Customer retains full responsibility for:

• operational decisions,

• equipment readiness,

• choosing when to schedule work,

• understanding the consequences of scheduling constraints,

• ensuring the facility is adequately prepared for the visit.

8.8 Services Do Not Modify Liability Limitations

Any Service performed—whether consultation, inspection, troubleshooting, advice, or on-site work—does not modify or expand the Liability Limitations in Section 7.

Services do not constitute any guarantee, warranty, or assumption of responsibility for system performance or future operation.

8.9 No Guarantee of Future Performance After Service

Customer acknowledges that telemanipulators, hot cells, glove boxes, and related Equipment—particularly legacy or OEM units—may contain components that are worn, aged, fatigued, improperly maintained, or inherently prone to mechanical failure. Supplier does not design or manufacture such Equipment and has no control over its condition, materials, tolerances, or long-term reliability.

Accordingly, Supplier makes no warranty, guarantee, representation, or assurance of any kind regarding future performance, durability, or reliability of the Equipment following any Service performed.

Without limitation, Supplier shall not be liable for:

• springs snapping,

• cables jumping, slipping, or fraying,

• tong misalignment or loss of gripping force,

• bearing, pivot, pawl and rachet, or linkage failures,

• increased friction, stiffness, or drift,

• failures caused by latent defects, metal fatigue, or worn components,

• deterioration accelerated by radiation exposure, chemical exposure, or previous operator misuse,

• failures occurring days, weeks, or months after Service,

• or any claim asserting that such failures were caused or contributed to by Supplier’s work.

Service performed by Supplier does not:

• reset the condition of the Equipment to OEM specifications,

• repair or compensate for worn or fatigued components,

• guarantee stability of cable tension over time,

• guarantee tong or manipulator performance,

• or restore the Equipment to any warranty or certification standard.

All post-service issues, failures, malfunctions, or degradations shall be deemed the result of the Equipment’s condition, usage, environment, or maintenance history, and not the result of Service performed by Supplier.

Customer expressly agrees that all risks associated with continued operation of the Equipment remain solely with the Customer.

8.10 Respectful Treatment of EMW Personnel

Customer agrees that all Supplier personnel—whether employees, contractors, or representatives—shall be treated with professionalism, respect, and courtesy at all times while on-site or interacting with Customer staff, including during planning, communication, troubleshooting, and execution of Services.

The following behaviours are strictly prohibited and shall constitute an immediate breach by Customer:

• yelling, shouting, or raising one’s voice at Supplier personnel,

• demeaning, insulting, or disrespectful language or conduct,

• aggressive, hostile, or confrontational behaviour,

• intimidation, harassment, or attempts to coerce Supplier personnel,

• attempts to blame, pressure, or “corner” Supplier personnel for issues outside their control,

• interfering with Supplier personnel’s ability to think, work, or perform Services safely and professionally,

• hostile group dynamics, “pile-ons,” or confrontational escalation by Customer staff,

• any conduct that creates an uncomfortable, unsafe, or unreasonable work environment.

Customer acknowledges that such behaviours compromise the safety, concentration, and professional integrity of Supplier personnel and directly impede the ability to perform Services.

Any such conduct shall constitute grounds for immediate suspension or termination of Services under Section 8.4, at Supplier’s sole discretion, without refund, and without liability of any kind.

Supplier retains the absolute right to withdraw personnel from the site immediately if, in Supplier’s judgment, the working environment becomes hostile, disrespectful, unsafe, or otherwise unsuitable for continued work.

Customer shall remain fully responsible for all costs, delays, or additional expenses arising from such termination.

9. TRAINING (ON-SITE AND AT-SUPPLIER)

9.1 Scope of Training Services

Supplier may, at its discretion, offer training related to telemanipulator operation, cable installation, boot installation, maintenance procedures, equipment handling, troubleshooting principles, or safe operation within radiopharmaceutical environments (“Training”). Training may be provided on-site at Customer’s facility or at Supplier’s facility in Costa Rica.

Training is informational only and does not constitute certification, qualification, or authorisation to operate any Equipment.

9.2 No Guarantee of Learning, Competence, or Retention

Customer acknowledges that Training outcomes depend on the individual trainee’s aptitude, experience, skill level, communication abilities, and willingness to learn—factors entirely outside Supplier’s control.

Accordingly, Supplier makes no warranty, guarantee, or representation that any trainee will:

• learn or understand the material presented,

• acquire the necessary skills to perform tasks safely or correctly,

• retain knowledge or skills after Training concludes,

• apply Training appropriately in their workplace,

• meet any facility or regulatory competency standard,

• achieve proficiency, certification, or operational readiness,

• or perform any task at any level of competence whatsoever.

Supplier shall not be liable for any failure by a trainee to understand, remember, apply, or correctly implement Training content.

All risks arising from trainee competence—or lack thereof—remain solely with the Customer.

9.3 Customer Responsibility for Trainee Selection

Customer is solely responsible for:

• selecting appropriate personnel for Training,

• ensuring trainees possess the necessary baseline competencies,

• verifying that trainees have proper language skills, physical abilities, and safety awareness,

• ensuring trainees are fit for duty, sober, attentive, and mentally capable of learning,

• evaluating trainee performance after Training.

Supplier does not screen, assess, or vet trainees and shall not be responsible for their suitability.

9.4 No Liability for Trainee Performance After Training

Supplier shall not under any circumstances be liable for:

• errors, mistakes, misuse, or poor judgment by trainees,

• accidents, equipment damage, contamination events, or regulatory issues caused by trainees,

• failures by trainees to follow instructions, SOPs, or training advice,

• misunderstanding or misapplying Training content,

• any operational incident occurring before, during, or after Training.

Training does not modify or expand Supplier’s liability as set forth in Section 7.

9.5 Travel, Visas, and Logistics (Training at Supplier Facilities)

Customer acknowledges that when Training is conducted at Supplier’s facility in Costa Rica, Customer is solely responsible for:

• obtaining passports, visas, and any immigration authorisations,

• arranging flights, ground transport, lodging, and meals,

• complying with all health, safety, and travel requirements,

• managing all costs related to travel, accommodation, or delays,

• ensuring trainees arrive on time and in a fit condition to participate.

Supplier shall not be liable for any travel-related issues, including but not limited to:

• missed, delayed, rerouted, or cancelled flights,

• denied boarding, immigration refusal, or customs issues,

• lost baggage or personal belongings,

• weather delays, acts of God, or natural events,

• illness, allergies, environmental reactions, or personal medical incidents,

• injuries sustained during travel or while outside Supplier-controlled facilities,

• transportation accidents, food reactions,

• wildlife encounters,

• or any other event outside Supplier’s direct control.

Supplier is not responsible for refunding Training fees due to travel disruptions or trainee inability to attend.

9.6 Safety and Conduct During Training

Customer must ensure trainees:

• behave in a professional and respectful manner,

• comply with all safety instructions and facility rules,

• do not interfere with Supplier personnel or Facility operations,

• maintain sobriety and fitness for participation.

Supplier may dismiss any trainee exhibiting unsafe, disruptive, disrespectful, or inappropriate behavior, in Supplier’s judgment, without refund.

9.7 No Guarantee of Job Performance or Certification

Training does not:

• certify trainees for any regulatory requirement,

• qualify trainees to operate Equipment unsupervised,

• guarantee passing of any internal or external competency assessment,

• substitute for required OEM training (if applicable),

• ensure compliance with NRC, EMA, FDA, Health Canada, or any other authority.

Customer remains fully responsible for verifying job readiness and compliance of its personnel.

9.8 Intellectual Property in Training Materials

All Training materials (written, verbal, video, demonstration, or otherwise) remain the exclusive intellectual property of Supplier and may not be recorded, copied, distributed, or reused without written authorisation.

9.9 Training Does Not Constitute Assumption of Risk

Participation in Training does not imply:

• Supplier supervision of Customer operations,

• Supplier approval of Customer procedures,

• Supplier acceptance of operational responsibility,

• or any assumption of liability for trainee actions.

All operational risk remains solely with Customer.

9.10 Optional Lodging and Meals Provided by Supplier

If Supplier elects to provide Customer’s trainees with lodging, accommodations, meals, or catered food during Training (“Hospitality Services”), Customer acknowledges and agrees to the following:

9.10.1 Hospitality Services Are Optional and Non-Commercial

Any lodging or meals provided by Supplier are offered solely as a courtesy and convenience to Customer. Supplier is not operating a hotel, guesthouse, or commercial hospitality service and does not assume obligations arising under hospitality, tourism, or innkeeper laws.

9.10.2 No Warranty of Safety, Suitability, or Fitness

Supplier does not warrant that accommodations or meals will be suitable for any particular individual, dietary requirement, allergy, medical condition, or preference.

Customer is solely responsible for determining whether accommodations and food meet their internal requirements.

9.10.3 No Liability for Food-Related Issues

Supplier shall not be liable for:

• food allergies or intolerances,

• cross-contamination,

• stomach illness, food poisoning, or gastrointestinal issues,

• dietary incompatibility,

• reactions to spices, ingredients, or preparations,

• or any issue arising from third-party restaurants, caterers, or suppliers.

All food-related risks remain solely with Customer.

9.10.4 No Liability for Personal Injury or Health Issues

Supplier shall not be liable for any injury, illness, allergic reaction, animal encounter, insect bite, environmental exposure, or medical complication occurring:

• in accommodations,

• on Supplier property,

• while travelling to or from Supplier facilities or restaurants,

• during personal activities,

• or at any time outside structured Training hours.

Customer assumes all risks associated with their personnel’s health and safety while attending Training.

9.10.5 No Liability for Personal Property

Supplier is not responsible for loss, theft, damage, or disappearance of any personal property belonging to trainees, regardless of location or cause.

9.10.6 Responsibility for Conduct and Safety

Customer shall ensure that trainees behave responsibly, follow safety instructions, and do not engage in hazardous or negligent conduct. Supplier may revoke access to accommodations or Training at any time for unsafe or inappropriate behavior, without refund.

9.10.7 Indemnification

Customer shall indemnify, defend, and hold Supplier harmless from any claims, losses, or liabilities arising from or relating to:

• trainee use of accommodations,

• food consumption,

• personal choices or conduct,

• travel,

• any incident occurring outside formal Training activities.

10. PROTECTION OF EMW COMPONENTS, INFORMATION, AND INTELLECTUAL PROPERTY

Customer acknowledges that all Products supplied by Supplier—including telemanipulator boots, cables, grippers, assist valves, tooling, 3D-printed components, fabricated parts, accessories, training materials, and any related designs or methods (“EMW Components” or “EMW Materials”)—embody proprietary designs, trade secrets, confidential information, and intellectual property belonging exclusively to Supplier.

The following obligations shall apply to all purchases, Services, Training, communications, and interactions with Supplier.

10.1 Prohibition on Providing EMW Components to Competitors or OEMs

Customer shall not, under any circumstances, provide, loan, transfer, surrender, ship, submit, or otherwise make available any EMW Component to:

• any OEM (including but not limited to CRL, Trumotion, Von Gahlen, etc.),

• any competing manufacturer or supplier,

• any third-party engineering firm, consultant, or contractor,

• any person or entity involved in aftermarket part reproduction or competitive evaluation.

This prohibition applies regardless of stated purpose (e.g., “inspection,” “failure analysis,” “evaluation,” “quotation comparison,” etc.).

10.2 Prohibition on Third-Party Inspection, Analysis, or Custody

Customer shall not allow any third party—including OEMs, competitors, contractors, repair technicians, or evaluators—to:

• inspect, measure, photograph, or document EMW Components,

• perform destructive or non-destructive testing,

• create CAD models, casts, molds, or replicas,

• analyze geometry, tolerances, or material composition,

• assess or compare EMW Components against OEM parts,

• perform competitive benchmarking.

Any such access constitutes a material breach.

10.3 Prohibition on Reverse Engineering, Copying, or Derivative Works

Customer shall not, directly or indirectly:

• reverse engineer EMW Components,

• copy or reproduce any aspect of the design,

• derive internal dimensions, fits, or tolerances,

• create modified, derivative, or competing versions,

• use EMW Components as reference objects for tooling or fixture creation.

Any attempt at reverse engineering is expressly prohibited.

10.4 Prohibition on Recording, Photography, or Digital Reproduction

Customer shall not, without Supplier’s written consent:

• photograph or film EMW Components, parts, tools, processes, machinery, software, training demonstrations, or facilities,

• record videos, audio, or screens during Training or Services,

• perform 3D scanning, LiDAR scanning, photogrammetry, or digital modeling,

• take measurements for reproduction or competitive purposes,

• capture or transmit confidential or proprietary imagery.

Supplier may require all devices and recording equipment to be powered off during Training or service sessions.

10.5 Restrictions on Removal, Transfer, and Analysis of Failed Components

Customer shall not remove, transfer, or submit any EMW Component—particularly one that has failed, degraded, or worn—for external testing, inspection, or evaluation by any third party.

For non-radiological Components, Supplier may require return of the failed part to EMW for internal evaluation.

For radiologically exposed Components, Supplier may require photographic documentation or facility-certified disposal.

Under no circumstances may a failed EMW Component be sent to:

• CRL (Central Research Laboratories),

• Trumotion (or the related Telemanipulators LLC),

• Von Gahlen,

• any competitor,

• any OEM-affiliated repair centre,

• Any OEM or competitor-affiliated person,

• Any relatives in the first degree of any OEM or competitor-affiliated person,

• any third-party metrology lab,

• any consultant performing competitive product assessment.

10.6 Mandatory Notice of Third-Party Requests

If any OEM, competitor, regulator, inspector, investigator, or third party requests access to any EMW Component, Customer must:

• notify Supplier immediately, and

• refuse such access unless Supplier provides written authorization.

Failure to provide notice constitutes a breach.

10.7 Restrictions on Benchmarking, Competitive Evaluation, or Comparison

Customer shall not:

• benchmark EMW Components against OEM or competitor parts,

• perform competitive evaluations or comparisons,

• submit EMW Components for testing by a third party to influence purchasing decisions,

• conduct side-by-side analyses for external reporting,

• use EMW Components as samples to solicit competing quotations.

Such activities are expressly prohibited.

10.8 Ownership of Intellectual Property

All EMW designs, components, tooling, software, materials, documentation, and methods remain the exclusive intellectual property of Supplier.

No sale, service, Training, or communication shall be construed as transferring any right, license, or interest in EMW intellectual property.

10.9 Liability for Violations

Any violation of Section 10 constitutes a material breach, granting Supplier the right to:

• immediately cease all Services, Training, and support,

• refuse further sales,

• seek injunctive relief,

• pursue civil remedies for damages, lost profits, and reputational harm,

• recover attorney’s fees, legal costs, and enforcement expenses.

Supplier may also require the immediate return or destruction of EMW Components involved in the violation.

10.10 Survival

The obligations in Section 10 survive:

• product delivery,

• service or training completion,

• termination of any agreement,

• expiration of any warranty,

• and the conclusion of the business relationship.

These obligations remain binding indefinitely.

11. SHIPPING, DELIVERY, TITLE, AND RISK OF LOSS

11.1 Delivery Terms (FOB Origin / Ex Works Equivalent)

Unless otherwise agreed in writing, all shipments are made on an FOB Origin / Ex Works (EXW) San José, Costa Rica basis.

This means:

• Supplier’s responsibility ends when the Products are delivered to the carrier,

• Risk of loss passes to Customer at that moment,

• Customer bears all risks associated with transport from that point forward.

• This applies regardless of whether Supplier assists with arranging shipping.

11.2 Carrier Selection and Shipping Arrangements

Supplier may assist Customer by selecting a carrier (e.g., DHL, FedEx, UPS) or arranging shipping on Customer’s behalf.

However, such assistance does not alter the FOB/EXW terms.

Supplier is not responsible for:

• carrier errors or delays,

• lost, damaged, or mishandled packages,

• misrouting or failed delivery attempts,

• import or customs issues in the destination country,

• brokerage, storage, or inspection delays.

All such risks remain solely with Customer.

11.3 Title Transfer

Title to the Products passes to Customer:

• upon Supplier delivering the Products to the carrier,

• or, in the case of pickup, at the moment Customer or its agent takes possession.

At that point, Customer becomes the legal owner of the Products.

11.4 Risk of Loss

Risk of loss, damage, theft, deterioration, or destruction of the Products passes to Customer immediately upon delivery to the carrier, regardless of:

• destination,

• shipping method,

• carrier selection,

• free shipping promotions,

• prepaid freight arrangements.

Customer agrees that Supplier shall not be held liable for any losses occurring after the Products enter the custody of the carrier.

11.5 Insurance

Customer is exclusively responsible for obtaining any desired shipping insurance.

Supplier does not provide or guarantee insurance coverage unless expressly arranged in writing.

If Customer declines to purchase insurance, Customer assumes all shipping-related risks.

11.6 Customs, Duties, and Import Requirements

Customer is responsible for:

• all customs duties, brokerage fees, VAT/GST/HST, taxes, tariffs, or import charges,

• ensuring Products comply with local importing regulations,

• providing accurate and timely customs documentation,

• responding to customs requests or inspections,

• resolving any delays, rejections, or seizures by customs authorities.

Supplier is not responsible for:

• customs holds,

• incorrect tariff classification by customs,

• misapplied duties or fees,

• regulatory interpretations or enforcement actions.

Supplier will provide commercial invoices and required export documentation in good faith but does not guarantee customs outcomes.

11.7 Delivery Estimates and Delays

Any shipping or delivery timeline provided by Supplier is an estimate only.

Supplier does not guarantee delivery by any specific date or time.

Supplier shall not be liable for delays caused by:

• carriers,

• weather,

• customs,

• strikes or labour issues,

• government actions,

• supply chain interruptions,

• global logistics disruptions,

• wars or military conflicts,

• hull losses of carrier aircraft or ships,

• incomplete or inaccurate address information.

Delays do not entitle Customer to cancellation, chargeback, or refund of Products or shipping fees.

11.8 Damaged Shipments

If Products arrive damaged, Customer must:

• Notify Supplier within five (5) business days,

• Provide photographs of the damaged packaging and contents,

• Retain all packaging materials for carrier inspection,

• File a claim with the carrier if requested.

Supplier may, at its discretion, assist Customer with a carrier claim, but Supplier is not responsible for the outcome.

11.9 Customer Pickup

If Customer elects to collect Products from Supplier’s facility:

• pickup must be scheduled in advance,

• Customer assumes all responsibility for transport once possession is taken,

• Supplier shall not assist with securing or loading items beyond reasonable courtesy.

11.10 Failure to Accept Delivery

If Customer refuses or fails to accept delivery for any reason:

• Products will be returned to Supplier or held by the carrier at Customer’s expense,

• Customer must pay any storage, return freight, or reshipment charges,

• title and risk of loss remain with Customer throughout.

Supplier is not obligated to hold Products indefinitely.

11.11 Export Compliance

Supplier shall comply with Costa Rican export laws and regulations.

Customer is solely responsible for ensuring compliance with all import, safety, regulatory, or licensing requirements in its own jurisdiction.

12. RETURNS AND RADIOLOGICAL NON-RETURNABILITY

12.1 All Sales Final

Unless otherwise expressly agreed in writing by Supplier, all sales are final.

Due to the specialised nature of the Products and their use in radiological and controlled environments, standard consumer-style return policies do not apply.

12.2 Absolute Prohibition on Returns of Radiologically Exposed Products

Under no circumstances may Customer return to Supplier any Product that:

• has entered a hot cell, glove box, or radiologically controlled area,

• has been exposed to radioactive isotopes or contamination,

• has been installed in any part of a radiopharmaceutical production chain,

• is suspected of contamination or exposure,

• cannot be certified by Customer as clean, unused, uncontaminated, and safe for handling.

Supplier will not accept any such Products under any condition.

Attempting to return radiologically exposed items constitutes a material breach.

12.3 Customer Certification Requirement for Any Return

Before Supplier will consider accepting a Product return, Customer must provide a written certification that:

• the Product is unused,

• has never been installed,

• has never entered any radiological or controlled environment,

• has been stored in proper conditions,

• is free from contamination, radioactivity, chemicals, or hazardous materials,

• is safe for human handling and transportation.

Supplier may require additional documentation at its discretion.

If Supplier has any reason to believe a returned Product has been contaminated or used in a radiological environment, Supplier may:

• refuse the return,

• require immediate disposal by Customer, or

• charge handling, decontamination, or disposal fees.

12.4 Returns of Non-Radiological Products

Returns of Products that have not entered radiological areas may be eligible for consideration only if:

• Customer notifies Supplier within five (5) business days of Delivery,

• The Product is unused, undamaged, and in original packaging,

• Customer obtains a written Return Authorisation (RA) from Supplier,

• The Product is shipped prepaid, insured, and at Customer’s expense.

Supplier may refuse any return request at its sole discretion.

12.5 No Returns of Custom or Made-to-Order Products

Custom-fabricated or made-to-order Products—including but not limited to:

• cables fabricated to Customer-specified lengths or terminators,

• telemanipulator boots or gloves produced for specific models or customer dimensions,

• 3D-printed parts or tooling,

• fabricated accessories,

• assist valves or assemblies manufactured to order,

are not eligible for return under any circumstances, unless the defect existed at Delivery and is covered under the Limited Warranty.

Customer is responsible for accuracy of all specifications provided.

12.6 Condition of Returned Products

If Supplier authorises a return, Products must be:

• unused,

• undamaged,

• in original packaging,

• shipped in a manner that prevents deformation or contamination,

• free from marks, scratches, residue, or installation damage.

Returned Products that fail to meet these criteria will be:

• rejected, and

• either scrapped or returned to Customer at Customer’s expense.

No refund or credit shall be issued in such cases.

12.7 No Refunds for Shipping Costs or Duties

Supplier will not refund:

• shipping charges,

• customs duties,

• brokerage fees,

• taxes or VAT/GST/HST,

• handling fees,

• or any other transit-related charges.

All such costs remain solely the responsibility of Customer.

12.8 Radiological or Hazardous Returns Prohibited by Law

Customer acknowledges that:

• international transport of irradiated or contaminated items is heavily regulated,

• Supplier is not licensed to accept radioactive materials,

• any attempt to ship hazardous or radiological items to Supplier may violate domestic or international regulations,

Supplier will not be held liable for any fines, penalties, or legal consequences arising from such actions.

Customer shall indemnify and hold Supplier harmless from any liability, penalty, or expense resulting from an attempted return of radiological or hazardous material.

12.9 Ownership of Returned Items

If Supplier accepts a return for evaluation under warranty:

• Supplier retains full discretion to repair, replace, or refund,

• Supplier becomes the owner of the returned item unless Supplier specifically states otherwise in writing.

12.10 Disposal of Unacceptable Returns

If a returned Product:

• is contaminated,

• is unsafe to handle,

• violates these Terms,

• or is otherwise unacceptable for any reason,

Supplier may:

• refuse the shipment outright,

• require Customer to arrange immediate return pickup, or

• require Customer to arrange certified disposal at Customer’s cost.

Supplier is under no obligation to store or safeguard rejected returns.

12.11 No Returns for Customer Error

Supplier does not accept returns arising from:

• incorrect model specification,

• wrong cable lengths or terminators,

• incorrect boot or flange selection,

• purchasing errors,

• mismeasurement or misidentification of Equipment,

• storage damage,

• installation mistakes.

Such errors remain solely the Customer’s responsibility.

12.12 No Refunds Due to Installation, Environment, or Service Conditions

Products shall not be eligible for return or refund due to:

• installation difficulties,

• friction, stiffness, tong behaviour, or mechanical conditions of Equipment,

• environmental issues such as heat, humidity, or chemical exposure,

• facility-level problems or operator misuse,

• conditions discovered during Service or Training,

• latent defects in Customer Equipment.

Supplier is not responsible for any return requests arising from Equipment condition, radiological environment, or customer operations.

13. PROHIBITION ON WEAPONS-RELATED, MILITARY, OR SENSITIVE NUCLEAR USES

13.1 Prohibited Uses

Customer agrees that Products and Services supplied by Supplier shall not be used, directly or indirectly, for:

• design, development, manufacture, testing, support, or handling of nuclear weapons,

• any weapons-related program, including nuclear, chemical, biological, or kinetic systems,

• enrichment, reprocessing, or weapons-grade material production,

• military or intelligence applications involving nuclear propulsion, weapons delivery, or classified programs,

• any other activity that may cause Supplier to fall under weapons-related export controls or international non-proliferation scrutiny.

This prohibition applies regardless of whether the Customer is a governmental, intergovernmental, commercial, academic, or private entity.

13.2 No Assistance to Nuclear Weapon States or Related Programs

Supplier does not provide Products or Services to:

• the United States Department of Defense or Department of Energy nuclear weapons complex,

• the United Kingdom Atomic Weapons Establishment (AWE),

• the French Commissariat à l’énergie atomique (CEA) weapons division,

• the Russian Ministry of Defence nuclear programs,

• the People’s Liberation Army (PLA) nuclear programs of the PRC,

• the Indian, Pakistani, North Korean, or Israeli nuclear weapons infrastructure,

• or any contractor, agent, or intermediary acting on behalf of such entities.

Supplier reserves the right to request documentation to confirm Customer’s end use.

13.3 No Assistance to Dual-Use or Ambiguous Nuclear Activities

Customer warrants that Products and Services shall not be used in:

• uranium enrichment facilities,

• plutonium reprocessing,

• tritium production for weapons,

• nuclear warhead life-extension,

• warhead diagnostics or testing,

• classified R&D involving radiation manipulation for weapons applications.

Supplier may refuse any project that appears ambiguous, dual-use, or suspicious.

13.4 Right to Decline Suspicious Orders

Supplier reserves the unrestricted right to:

• refuse any order,

• cancel any pending order,

• discontinue Services,

• demand additional information,

• or notify relevant authorities,

• if Supplier reasonably suspects that Products or Services may be used for prohibited purposes.

Supplier shall not be liable for any consequences, losses, or delays arising from such refusal or termination.

13.5 Customer Certification of End Use

Customer agrees to certify upon request:

• the intended use of Products,

• the identity of the ultimate end user,

• the nature of the facility where Products will be used,

• compliance with applicable export and non-proliferation laws.

Failure to provide certification shall allow Supplier to terminate the order without refund.

13.6 No Liability for Refusal

Supplier shall not be liable for:

• refusing an order,

• declining a project,

• or terminating an engagement

• due to concerns regarding national security, export control, non-proliferation, military involvement, or weapons-related activity.

13.7 Survival

These prohibitions survive indefinitely and remain binding regardless of:

• delivery of Products,

• completion of Services,

• termination of the business relationship,

• Customer ownership changes.

14. SANCTIONS, EXPORT RESTRICTIONS, AND JUSRIDICTIONAL LIMITS

14.1 Governing Sanctions Regime

Supplier is a Costa Rica–based entity and complies with all sanctions, export restrictions, and international measures that:

• Are adopted and implemented by the Government of Costa Rica, or

• Are mandated under United Nations Security Council resolutions.

Supplier is not obligated to comply with, and shall not be deemed to be in violation of these Terms for declining to comply with, sanctions or export restrictions imposed by any other jurisdiction unless such measures are also adopted by Costa Rica.

14.2 No Extraterritorial Application of Foreign Sanctions

Supplier does not assume responsibility for:

• U.S., EU, UK, Canadian, or other foreign sanctions,

• foreign export-control obligations not adopted by Costa Rica,

• extraterritorial claims or restrictions asserted by foreign governments or agencies.

Supplier’s obligations arise solely from Costa Rican law and applicable UN mechanisms.

14.3 Medical, Scientific, and Civilian End Users

Supplier’s Products are designed for healthcare, radiopharmaceutical production, laboratory work, and civilian scientific applications.

Supplier does not discriminate among end users based on nationality or geopolitical considerations, unless required to do so by Costa Rican law.

Supplier reserves the right to serve legitimate medical and scientific clients in any jurisdiction not prohibited by Costa Rica’s obligations.

14.4 Customer Responsibility for Local Compliance

Customer is solely responsible for ensuring compliance with:

• sanctions applicable in Customer’s own jurisdiction,

• their own export, import, or transfer restrictions,

• local regulatory requirements relating to radiological equipment.

Supplier shall not be liable for:

• refusal of banks to process payments,

• blocked or frozen transactions,

• customs holds or seizures caused by foreign sanctions,

• foreign regulatory or compliance actions.

14.5 Right to Decline High-Risk Transactions

Supplier may refuse or terminate any order if, in Supplier’s judgment:

• it may expose Supplier to legal, regulatory, or banking-related risk,

• the transaction appears connected to weapons-related or military nuclear programs,

• the end user is ambiguous, undisclosed, or unverifiable.

Such refusal does not constitute a breach.

14.6 Customer Indemnification

Customer shall indemnify and hold Supplier harmless for any losses, fines, or actions arising from:

• Customer’s own sanctions violations,

• attempts to conceal end-use or end-user details,

• transfer or resale into prohibited jurisdictions under Costa Rican law.

15. EXPORT, CUSTOMS, & REGULATORY COMPLIANCE

15.1 Compliance with Costa Rican Export Requirements

Supplier complies with Costa Rican export laws, regulations, and administrative requirements, including but not limited to:

• Procomer export declarations,

• NUE (Número Único de Exportación) filings where applicable,

• commercial invoice and packing list obligations,

• any required customs documentation.

Supplier’s obligations end upon accurate submission of the legally required export documents; Supplier is not responsible for how foreign customs authorities interpret, classify, or assess such submissions.

15.2 Customer Responsibility for Import Compliance

Customer is solely responsible for ensuring compliance with all import regulations in the destination jurisdiction, including:

• classification under the local Harmonized System (HTS) or tariff schedule,

• import permits or facility licensing requirements,

• radiological safety rules concerning Equipment and components,

• local medical-device or industrial-equipment regulations,

• internal company or government procurement rules.

Supplier does not guarantee compliance with NRC, FDA, EMA, Health Canada, IAEA, or any other foreign regulatory authority.

All such compliance obligations fall exclusively to Customer.

15.3 Customs Duties, Taxes, and Fees

Unless otherwise agreed in writing, Customer is responsible for:

• all customs duties,

• VAT/GST/HST or sales taxes,

• brokerage fees,

• import/service fees,

• regulatory inspection charges,

• storage or demurrage fees,

• port/security surcharges.

• Supplier does not reimburse such charges.

Failure to pay customs fees, release shipments, or comply with local requirements does not constitute Supplier default.

15.4 Customs Delays, Holds, or Seizures

Supplier is not responsible for:

• customs inspections,

• documentary reviews,

• holds or detentions,

• seizures or forfeitures,

• clearance delays,

• or any resulting fees, taxes, or penalties.

Risk of loss passes to Customer at the moment Products are delivered to the carrier (see Section 11). Supplier is not liable for consequences arising from foreign customs actions.

15.5 Accuracy of Customer Information

Customer must provide accurate and complete information necessary for export and import documentation, including:

• correct consignee name and address,

• tax ID or importer number (EORI, EIN, VAT number, etc.),

• correct contact information,

• regulatory or licensing details where needed.

Supplier is not responsible for delays or costs resulting from incomplete, inaccurate, or inconsistent Customer information.

15.6 No Guarantee of Tariff Classification or Regulatory Interpretation

Supplier may provide general suggestions concerning tariff codes, regulatory categories, or product descriptions upon request, but such assistance:

• is non-binding,

• is provided solely for convenience,

• and shall not be construed as professional, legal, or regulatory advice.

Customer acknowledges that classification decisions and regulatory interpretations are solely the responsibility of the receiving customs authority and the Customer.

15.7 Prohibition on Re-Export to Prohibited Jurisdictions

Customer agrees not to re-export Products into jurisdictions prohibited by:

• Costa Rican law,

• or UNSC resolutions applicable to Costa Rica.

Customer assumes all responsibility for any re-export, resale, transfer, or redistribution of Products after importation.

Supplier assumes no liability for such actions.

15.8 No Liability for Foreign Regulatory Enforcement

Supplier is not responsible for:

• foreign regulatory inspections,

• seizure or testing of Products by agencies,

• local certifications or approvals,

• internal quality audits,

• facility-level SOP requirements,

• or post-import compliance obligations.

Customer bears all such responsibilities.

15.9 Dangerous Goods & Radiological Transport

Supplier does not export radioactive material or hazardous goods requiring ADR, DOT, ICAO, IATA, or IMDG classification.

Customer is responsible for ensuring that Products, once used in radiological environments, are handled, labeled, stored, transported, and disposed of in compliance with applicable radiological and hazardous materials regulations.

Supplier is not licensed to accept or transport any contaminated or radioactive item (see Section 12).

15.10 Right to Request End-User Information

Supplier may request, and Customer shall provide upon request:

• the identity of the end user,

• the intended use of the Products,

• the nature of the facility receiving the Products,

• confirmation of compliance with applicable laws and regulations.

Failure to provide such information may result in refusal or cancellation of the order without liability to Supplier.

15.11 No Refunds or Liability for Regulatory Non-Compliance

Supplier shall not be held liable for:

• import rejections,

• denied entries,

• incorrect importer filings,

• misclassification by foreign customs,

• regulatory fines,

• shipment return costs,

• or destruction of goods ordered by foreign authorities.

Customer assumes all risks associated with foreign regulatory environments.

16. PRICING, PAYMENT, DUTIES & TAXES

16.1 Pricing Validity and Quotations

Unless otherwise specified in writing, all prices and quotations provided by Supplier:

• are valid for 30 calendar days,

• are subject to change without notice prior to Acceptance by Customer,

• are exclusive of taxes, duties, shipping, and fees unless expressly stated,

• do not constitute a binding offer until accepted and confirmed by Supplier.

Supplier reserves the right to adjust prices based on material cost fluctuations, currency movements, or supplier changes prior to acceptance.

16.2 Currency and Exchange Rates

All prices are stated in the currency indicated on the invoice or quotation (typically USD).

Customer is responsible for all currency conversion costs, bank fees, transaction charges, and exchange-rate differences.

Supplier does not accept payment shortfalls caused by:

• bank deductions,

• intermediary bank fees,

• wire transfer costs,

• exchange rate variance between invoice date and payment date.

Payment is considered received only when the full invoiced amount arrives in Supplier’s bank account.

16.3 Payment Terms

Payment terms shall be as stated on the invoice or agreed in writing.

Absent specific agreement, standard terms are:

• 100% payment due prior to shipment for Products,

• 75% deposit and 25% before delivery for large custom orders,

• full payment before scheduling Training or Service visits unless alternate terms are set.

Supplier is not obligated to begin work, fabricate Products, or schedule Services until required payments are received.

16.4 Late Payment and Interest

Amounts not paid when due shall accrue interest at the maximum rate permitted by applicable law or 1.5% per month (18% annually), whichever is lower, calculated daily and compounded monthly.

Supplier may:

• withhold or delay shipment,

• suspend performance,

• cancel any outstanding orders,

• deny future sales or Services,

• or refuse technical support

• until all outstanding amounts are paid in full.

16.5 Non-Payment, Partial Payment, or Disputed Charges

Failure to pay any invoice in full constitutes a breach.

Supplier may:

• terminate the order,

• demand immediate payment of all outstanding balances,

• recover legal fees and collection costs,

• refuse future business,

• withhold technical documentation or certificates.

Partial payments do not constitute acceptance or settlement of the outstanding balance unless agreed by Supplier in writing.

16.6 Chargebacks Strictly Prohibited

Customer agrees not to initiate any credit card or payment processor chargeback for:

• disputes regarding delivery time,

• customs holds or duties,

• expectations of performance,

• dissatisfaction not covered by warranty,

• any matter governed by these Terms.

Unlawful or unsupported chargebacks constitute a material breach. Supplier may seek recovery of all costs and legal fees associated with reversing such actions.

16.7 Taxes, Duties, and Government Charges

Unless expressly stated, prices do not include:

• VAT, GST, HST, or sales tax,

• import duties or tariffs,

• excise taxes,

• brokerage fees,

• local, regional, or national surcharges,

• or any other governmental assessments.

Customer shall be fully responsible for all such charges.

Supplier will not refund taxes or duties incurred by Customer.

16.8 Withholding Taxes and Cross-Border Payments

If Customer is required by law to withhold taxes on payments to Supplier:

• Customer must notify Supplier in advance,

• Supplier and Customer shall cooperate to determine if withholding can be reduced or eliminated under applicable tax rules,

• Customer remains responsible for paying all withheld amounts to its local tax authority,

• The net amount received by Supplier must equal the invoiced amount.

If Customer fails to follow proper procedures, Supplier may refuse to proceed with the order.

16.9 Deposits and Prepayments

Deposits, retainers, and other prepayments:

• are non-refundable unless otherwise stated,

• may be applied to materials, scheduling, or fabrication,

• may be forfeited if Customer cancels the order or delays beyond reasonable limits.

Supplier is under no obligation to return deposits for custom or made-to-order Products.

16.10 Price Adjustments for Scope Changes

If Customer modifies specifications, quantities, materials, or scope after acceptance:

• Supplier may adjust pricing accordingly,

• additional charges may apply,

• delivery timelines may extend.

Supplier is not liable for delays caused by scope changes.

16.11 Discounts and Promotional Pricing

Any discounts, promotional rates, or special pricing:

• apply only to the specific order for which they are issued,

• may not be reused or transferred,

• may be revoked if Customer fails to meet payment terms.

16.12 No Refunds for Customer Errors

Supplier shall not issue refunds, credits, or price adjustments for:

• incorrect model selection,

• incorrect measurements,

• unused Products,

• changes in Customer’s internal budget,

• buyer’s remorse,

• cancellations after fabrication has commenced,

• or other Customer-caused errors.

Customer bears full responsibility for ensuring the correctness of all specifications.

16.13 Survival

All payment obligations and financial responsibilities survive:

• delivery of Products,

• completion of Services,

• termination of the business relationship,

• and expiration of the warranty period.

17. INTELLECTUAL PROPERTY

17.1 Ownership of Intellectual Property

All intellectual property, proprietary information, confidential materials, technical data, drawings, models, schematics, specifications, tooling, designs, concepts, methods, processes, documentation, software, firmware, photos, illustrations, text, branding, trade dress, training materials, and any other creative or technical works produced or supplied by Supplier (“EMW Intellectual Property”) are and shall remain the exclusive property of Supplier.

No sale of Products, provision of Services, Training, or other engagement shall transfer any ownership rights, licensing rights, or title to Customer.

17.2 No Implied License

Except as explicitly permitted herein, nothing in these Terms shall be construed as granting Customer:

• a license to copy, reproduce, modify, adapt, translate, distribute, or create derivative works from EMW Intellectual Property,

• rights to use EMW Intellectual Property for competitive analysis, evaluation, or reproduction,

• any rights to source files, CAD models, internal drawings, CNC toolpaths, firmware, or proprietary manufacturing data.

• Any license must be granted in a separate written agreement signed by Supplier.

17.3 Restrictions on Use of EMW Intellectual Property

Customer shall not:

• use EMW Intellectual Property to manufacture, develop, or source competing products,

• disclose, publish, or distribute EMW Intellectual Property,

• copy, scan, 3D model, photograph, film, or digitally reproduce any EMW design without written consent,

• use EMW Intellectual Property after termination of the business relationship,

• share EMW Intellectual Property with OEMs, competitors, or third parties.

These restrictions apply to both physical and digital materials.

17.4 Feedback and Improvement Rights

Any suggestions, feedback, design proposals, modification ideas, performance notes, or engineering recommendations provided by Customer—whether solicited or unsolicited—may be used by Supplier without restriction.

Customer irrevocably assigns to Supplier all rights, title, and interest in any such feedback.

Customer shall receive no compensation or ownership interest resulting from the incorporation of feedback into current or future products, including:

• new designs,

• improvements,

• upgraded versions,

• revised manufacturing processes.

17.5 No Rights to Manufacturing Data or Source Files

Customer shall have no right to:

• CAD files,

• CAM files,

• CNC toolpaths,

• 3D printer source files,

• STLs, OBJs,

• slicer project files,

• drawings or schematics,

• firmware or g-code,

• internal tolerances, fits, or specifications.

These remain proprietary and confidential.

Supplier is under no obligation to disclose any technical data beyond what is required for installation and safe use of the Products.

17.6 Branding, Trademarks, and Trade Dress

The names “Elliott Machine Works,” “EMW Nuclear,” “EMW,” and any associated logos, product names, branding elements, packaging designs, and trade dress are trademarks or service marks of Supplier.

Customer shall not:

• use Supplier’s marks without written permission,

• remove, obscure, or modify branding on Products,

• represent Products as manufactured by Customer,

• register or attempt to register similar marks.

All goodwill arising from use of Supplier’s marks shall inure solely to Supplier.

17.7 Confidentiality Obligations

During the course of business, Customer may receive or observe information that is confidential or proprietary to Supplier.

Such information includes, without limitation:

• pricing structures,

• product roadmaps,

• manufacturing processes,

• design philosophies,

• internal quality control methods,

• training methods,

• service techniques,

• unpublished specifications,

• or anything marked confidential or reasonably understood to be confidential.

Customer shall:

• maintain confidentiality,

• not disclose such information,

• not use such information for competitive or commercial advantage.

• These obligations extend indefinitely and survive termination.

17.8 No Reverse Engineering

In addition to Section 10, Customer is expressly prohibited from:

• reverse engineering any Product,

• deriving internal design features,

• replicating proprietary geometries, assemblies, or tolerances,

• creating derivative works or modifications not authorized by Supplier,

• using Products to develop tooling, molds, or fixtures for competing items.

This applies even if reverse engineering is for “internal use only.”

17.9 Intellectual Property in Customer-Specific or Custom Products

Even when Supplier designs a Product to Customer specifications, including:

• custom cable lengths,

• special boots,

• geometry modifications,

• custom tooling,

• bespoke 3D printed parts,

• or any custom engineering,

Supplier retains all IP rights in the design, methods, and resulting Products.

Customer acquires no ownership interest in any custom design unless specifically agreed in writing.

17.10 Third-Party Infringement

Customer shall notify Supplier immediately if it becomes aware of any third party that:

• copies Supplier’s Products,

• attempts to reverse engineer or duplicate Supplier’s designs,

• uses Supplier’s IP without authorisation.

Customer shall cooperate with Supplier in any enforcement action, at Supplier’s expense.

17.11 Remedies for Breach

Any breach of this Section constitutes a material breach entitling Supplier to:

• immediate termination of all services, sales, and support,

• injunctive relief,

• recovery of damages,

• legal fees and expenses,

• reclamation of physical property containing Supplier’s IP.

Supplier may pursue these remedies without notice or opportunity to cure.

17.12 Survival

All obligations under this Section survive:

• delivery of Products,

• completion of Services or Training,

• expiration of warranties,

• termination of the business relationship,

• and remain in effect indefinitely.

18. GOVERNING LAW & DISPUTE RESOLUTION

18.1 Governing Law

These Terms, and any dispute arising out of or relating to the sale of Products or provision of Services, shall be governed exclusively by the laws of the Republic of Costa Rica, without regard to conflict-of-law principles.

No other jurisdiction’s laws shall apply.

18.2 Exclusive Jurisdiction and Venue

Customer agrees that:

• all disputes, claims, or legal actions arising under or relating to these Terms,

• the Products,

• the Services,

• Training,

• any alleged defects or failures,

• or any transaction between the parties

• shall be brought exclusively in the courts of Quesada or San José, Costa Rica.

Customer irrevocably submits to the personal jurisdiction of such courts and waives any objection based on:

• inconvenience,

• lack of personal jurisdiction,

• improper venue,

• or forum non conveniens.

18.3 Waiver of Foreign Proceedings

Customer agrees not to initiate, support, or participate in any lawsuit, arbitration, administrative proceeding, or regulatory action outside Costa Rica relating to these Terms or any Products or Services delivered by Supplier.

If Customer initiates proceedings in any other country:

• Supplier may seek dismissal,

• Customer shall reimburse Supplier for all legal fees and costs incurred in securing dismissal,

• and such conduct shall constitute a material breach of these Terms.

18.4 Informal Resolution and Escalation

Before initiating formal proceedings, Customer shall:

• Provide Supplier with written notice describing the dispute in reasonable detail,

• Allow Supplier thirty (30) calendar days to respond,

• Make good-faith efforts to resolve the issue through direct communication.

Informal resolution is a mandatory prerequisite to litigation.

18.5 Arbitration

Supplier may, at its sole discretion, elect to resolve disputes through binding arbitration administered in Costa Rica.

If Supplier elects arbitration:

• arbitration shall occur in San José,

• proceedings shall be conducted in Spanish or English, at Supplier’s election,

• the arbitrator’s decision shall be final and binding,

• judgment may be entered in any court of competent jurisdiction.

Customer may not demand arbitration; this right belongs exclusively to Supplier.

18.6 Injunctive Relief for IP Protection

Notwithstanding any other provision in this Section, Supplier may seek injunctive or equitable relief in any jurisdiction if necessary to:

• protect its intellectual property,

• prevent reverse engineering or unauthorized disclosure,

• stop unlawful copying, reproduction, or misuse of EMW Components.

This clause benefits Supplier only; Customer may not rely upon it to initiate foreign litigation.

18.7 Waiver of Jury Trial

To the fullest extent permitted by law, Customer waives any right to a trial by jury in any dispute arising out of or relating to these Terms.

18.8 Waiver of Class Actions and Collective Proceedings

Customer agrees that:

• disputes shall be resolved individually,

• class actions, collective actions, representative actions, and consolidated proceedings are prohibited,

Customer may not join any claim with that of another party.

This waiver survives termination of these Terms.

18.9 Limitation Period

Any claim or action brought by Customer against Supplier must be initiated within one (1) year after the cause of action accrues.

Claims brought after this period are permanently barred.

18.10 Costs and Attorney’s Fees

If any dispute is brought and Supplier prevails:

Customer shall reimburse Supplier for all costs, attorney’s fees, expert witness fees, and expenses incurred in defending the action;

This includes fees for enforcing dismissals of foreign actions.

This obligation survives judgment.

18.11 Severability of Dispute Resolution Terms

If any part of this Section is found unenforceable:

the remaining provisions shall remain in full force and effect,

and the invalid portion shall be replaced by the nearest enforceable equivalent consistent with the original intent.

19. FORCE MAJEURE

19.1 Definition of Force Majeure

Supplier shall not be liable for any failure to perform, delay in performance, or interruption of obligations arising from events beyond its reasonable control (“Force Majeure Events”).

Force Majeure Events include, without limitation:

• natural disasters, storms, floods, earthquakes, volcanic activity, landslides, or severe weather;

• fires, explosions, or hazardous material events;

• pandemics, epidemics, public health emergencies, or government-imposed restrictions;

• labor disputes, strikes, work stoppages, or shortages of labor;

• transportation interruptions, carrier failures, or port closures;

• supply-chain shortages, material scarcity, or disruptions in procurement;

• electrical failures, power outages, or infrastructure failures;

• cyberattacks, network outages, or data breaches;

• acts of war, terrorism, civil unrest, or political instability;

• acts or omissions of customs authorities or regulatory agencies;

• radiological incidents affecting shipment, production, or facility access;

• government actions, embargoes, sanctions (as applicable under Section 14), or export restrictions;

• any event reasonably beyond Supplier’s control.

This list is non-exhaustive.

19.2 Suspension of Performance

Upon the occurrence of a Force Majeure Event:

• Supplier’s obligations shall be suspended for the duration of the event,

• all delivery dates, production schedules, and service timelines shall be extended accordingly,

• Supplier shall not be liable for penalties, damages, losses, or cancellation claims arising from such suspension.

Customer acknowledges that Force Majeure may delay fabrication, shipment, Service visits, and any other scheduled activity.

19.3 Notice of Force Majeure

Supplier shall notify Customer within a reasonable time after becoming aware of a Force Majeure Event affecting performance.

Such notice may be provided by email or other commercially reasonable means.

Supplier is not required to disclose internal details or mitigation measures.

19.4 No Obligation to Procure Alternatives

During a Force Majeure Event, Supplier is not obligated to:

• procure alternative materials at higher cost,

• reroute shipments,

• hire additional labour,

• engage third-party contractors,

• operate outside normal business practices,

• or undertake extraordinary measures to fulfill obligations.

Supplier may, at its sole discretion, choose mitigation efforts, but is under no legal requirement to do so.

19.5 Customer Obligations Continue

Force Majeure does not suspend Customer’s obligations regarding:

• payment for delivered or in-progress Products,

• payment of outstanding invoices,

• compliance with these Terms,

• acceptance of Products when ready,

• payment of duties, customs fees, or shipping costs.

Customer must continue fulfilling all financial obligations regardless of Force Majeure events affecting Supplier.

19.6 Extended Force Majeure

If a Force Majeure Event continues for more than ninety (90) consecutive days, Supplier may, at its sole discretion:

• terminate the affected order without liability,

• renegotiate pricing or scheduling,

• refuse further performance,

• or cancel any portion of the order.

Customer shall remain responsible for payment of:

• completed Products,

• in-progress work,

• materials already procured or committed,

• or non-cancellable supplier obligations.

19.7 No Refunds or Penalties

Customer acknowledges that Force Majeure Events shall not entitle Customer to:

• refunds,

• cancellations,

• chargebacks,

• penalties,

• liquidated damages,

• service credits,

• or any other form of compensation.

All financial and contractual obligations remain in effect unless explicitly waived in writing by Supplier.

19.8 Protection of Supplier’s Intellectual Property and Confidential Information

A Force Majeure Event does not permit Customer to:

• retain proprietary or confidential materials beyond authorized scope,

• reverse engineer Products,

• cancel obligations under Section 10 or Section 17,

• or avoid compliance with any IP-related restrictions.

All IP obligations continue regardless of Force Majeure.

19.9 Survival

This Section survives:

• completion of Orders,

• delivery of Products,

• termination of Services,

• and termination of these Terms.