Terms and Conditions of Sale

01 Scope and acceptance

These Terms and Conditions of Sale ("Terms") govern the supply of products, components, cable assemblies, documentation and related engineering services by DepthLink ("DepthLink", "we", "us") to the customer ("Customer", "you").

By submitting an order, accepting a quotation, authorizing work or receiving products, the Customer accepts these Terms. Any Customer purchase terms are rejected unless DepthLink expressly agrees to them in a written document signed by an authorized representative.

These Terms are intended primarily for business, industrial, governmental and professional customers. Mandatory consumer rights, where applicable, are not excluded.

02 Quotations and orders

Quotations are invitations to place an order and remain valid only for the period stated in the quotation. Unless stated otherwise, pricing, availability and lead times may be revised before order acceptance.

An order becomes binding only when DepthLink issues a written order acknowledgement or begins performance. DepthLink may reject or request clarification of any order, including where technical information, credit approval, export information or delivery details are incomplete.

Changes requested after acceptance may affect price, lead time, documentation and performance. No change is binding until confirmed by DepthLink in writing.

03 Product selection and specifications

The Customer is responsible for defining the intended application, operating environment, interfaces, electrical requirements, pressure conditions, materials compatibility, safety requirements and applicable laws or standards. DepthLink may provide selection assistance, but the Customer remains responsible for validating final suitability within the complete system.

Performance statements apply only to the configuration and conditions expressly identified in the applicable quotation, drawing, datasheet or test record. Illustrations, website descriptions and samples are general guidance and do not create a specification unless incorporated into the order acknowledgement.

Custom assemblies are manufactured from Customer-approved requirements. The Customer must review drawings, connector orientation, pin allocation, cable type, length, termination, materials and test requirements before approval.

04 Price, taxes and payment

Prices are those stated in the accepted quotation or order acknowledgement and exclude taxes, duties, brokerage, freight, insurance and similar charges unless expressly included. The Customer is responsible for all applicable taxes and import costs, other than taxes on DepthLink's net income.

Payment is due in the currency and within the period stated in the order acknowledgement or invoice. Where no period is stated, payment is due within 30 days of invoice. DepthLink may require deposits, milestone payments or payment in advance for custom products, new accounts or credit-sensitive orders.

Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum lawful rate, together with reasonable collection costs. DepthLink may suspend work or delivery while amounts are overdue.

05 Delivery, title and risk

Delivery dates are estimates unless expressly guaranteed in writing. DepthLink may deliver in installments and is not liable for delay caused by carriers, suppliers, testing requirements, Customer changes or events outside its reasonable control.

Unless the order acknowledgement states otherwise, delivery is Ex Works DepthLink's nominated facility (Incoterms 2020). Risk transfers to the Customer when the products are made available to the carrier or Customer. Title transfers only after DepthLink receives full payment for the products.

The Customer must provide accurate shipping and export information and arrange unloading, storage and installation. Additional storage or handling costs caused by delayed acceptance may be charged.

06 Inspection and acceptance

The Customer must inspect products promptly after delivery. Visible shortages, transit damage or nonconformity must be reported in writing within 10 business days, with order details and supporting evidence. Latent defects must be reported promptly after discovery.

Products are accepted if the Customer does not give timely notice, uses or modifies them, or incorporates them into another assembly, except for a valid latent-defect or warranty claim.

07 Cancellation and returns

Orders may not be cancelled or rescheduled without DepthLink's written consent. The Customer must pay work completed, committed materials, supplier cancellation charges and reasonable administrative costs.

Custom, configured, cut-length, overmoulded, tested-to-order or otherwise non-standard products are non-returnable unless defective or expressly accepted for return. Standard products require prior written return authorization, must be unused and may be subject to inspection and restocking charges.

Unauthorized returns may be refused. Return shipping and risk remain with the Customer unless DepthLink confirms that the return concerns a verified nonconformity.

08 Limited warranty

DepthLink warrants that, at delivery, products will materially conform to the agreed written specification and be free from material defects in workmanship. Any specific warranty period, test standard or remedy stated in the quotation, order acknowledgement or product documentation takes priority.

The warranty does not cover normal wear, corrosion outside the specified materials envelope, improper storage, installation or handling, contamination, misuse, unauthorized repair, unsuitable mating components, over-voltage, mechanical damage, operation outside rated conditions or a system design not supplied by DepthLink.

For a valid warranty claim, DepthLink may inspect and test the product. DepthLink's obligation is limited, at its option, to repair, replacement or refund of the price paid for the affected product.

Except for the express warranty above and to the maximum extent permitted by law, DepthLink disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

09 Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary or consequential loss, or for loss of profit, revenue, production, use, contract, data or business opportunity, arising from an order or product.

DepthLink's total aggregate liability arising from a claim is limited to the amount paid for the product or service giving rise to that claim. Nothing in these Terms limits liability that cannot lawfully be limited, including liability for fraud, willful misconduct or death or personal injury caused by negligence where applicable law prohibits limitation.

The Customer is responsible for appropriate system safeguards, redundancy, inspection, maintenance and risk assessment, particularly where a component failure could affect safety, the environment or critical operations.

10 Intellectual property

DepthLink retains all intellectual property in its products, designs, drawings, tooling, methods, software, documentation and know-how. Sale of a product does not transfer design rights or grant a right to reproduce, reverse engineer or manufacture the product.

Customer-provided specifications and materials remain the Customer's property. The Customer warrants that DepthLink's use of them to fulfil the order will not infringe third-party rights. Unless otherwise agreed, project-specific tooling and manufacturing know-how remain DepthLink property even if the Customer contributes to development cost.

11 Compliance, end use and export controls

Each party must comply with applicable anti-bribery, sanctions, export-control and trade laws. The Customer must provide accurate end-user, destination and end-use information and must not export, re-export, transfer or use products contrary to applicable law.

DepthLink may suspend or cancel performance without liability where a required license or approval is denied, delayed or unavailable, or where DepthLink reasonably believes performance may breach applicable law.

Products must not be used in a prohibited nuclear, weapons, military or sanctioned application without all necessary disclosures, approvals and written acceptance by DepthLink.

12 Confidentiality

Each party must protect confidential technical, commercial and project information received from the other party and use it only for the relevant enquiry or order. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed or lawfully received from a third party.

Disclosure is permitted to personnel, professional advisers and approved suppliers who need the information and are subject to suitable confidentiality obligations, or where disclosure is required by law.

13 Website information and acceptable use

Website content is provided for general information and product discovery. DepthLink may update or withdraw content without notice. Website content does not replace an approved drawing, quotation, order acknowledgement or application review.

Users must not interfere with the website, attempt unauthorized access, introduce malicious code, scrape the site at a disruptive rate or use site content in a misleading or unlawful manner. Third-party links are provided for convenience and do not imply responsibility for third-party content.

14 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, fire, epidemic, war, terrorism, industrial dispute, cyber incident, utility or transport failure, government action, trade restriction, material shortage or supplier failure. The affected party must take reasonable steps to reduce the impact.

If such an event continues for more than 90 days, either party may terminate the affected uncompleted portion of the order by written notice. The Customer remains responsible for completed work and non-cancellable commitments.

15 Governing law and disputes

These Terms and each order are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to that jurisdiction and venue. Before starting proceedings, the parties will attempt in good faith to resolve the dispute through commercially reasonable discussions.

16 General provisions

Neither party may assign an order without the other's written consent, except that DepthLink may assign to an affiliate or as part of a merger, reorganization or sale of relevant assets. The parties are independent contractors and no agency, partnership or joint venture is created.

Notices relating to an order must be in writing and sent to the addresses shown in the order documentation. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be adjusted only as necessary and the remaining provisions continue in effect.

The accepted quotation, order acknowledgement, incorporated technical documents and these Terms form the complete agreement for the order and replace prior discussions concerning the same subject. Electronic signatures and records may be used.