Terms and Conditions of Sale

Last Modified: March 7, 2024

Offer and Acceptance

The Quotation constitutes an offer to the Customer on QCi’s terms and conditions outlined in this document, which are in lieu of and supersede other terms and conditions provided by the Customer on the purchase order or otherwise. Fulfillment of Customer’s order does not obligate or bind QCi to any other terms, conditions, liabilities or commitments.

Terms of Payment

Unless otherwise specified in the Quotation, payment schedule will be the following: 30% upon acceptance of order, 60% upon QCis shipment, and 10% upon delivery. The standard payment terms are within 30 days of written communication/notice.

Orders may be canceled by written notice to QCi prior to the completion of finished goods WITHIN REASON, however, the Customer’s payments prior to cancellation are non-refundable and any additional expenses incurred by QCi in the fulfillment of this agreement will be recoupable by QCi from the Customer. Customer shall compensate QCi for all actual, reasonable, substantiated costs, plus a reasonable profit for work performed up to the date of termination, not to exceed the total price on the order for the terminated work.

Risk of Loss

QCi’s liability for delivery shall terminate upon making the products available to the shipping carrier at QCi’s facility (time of shipment), at which point title and responsibility for damage or other forms of loss pass to the Customer. If for any reason the Customer fails to accept delivery, QCi at its discretion may store the goods until the Customer is ready/able to retrieve them, whereupon the Customer shall be liable for all resulting costs to QCi.

Inspection/Rejection of Non-Conforming Good

Customer’s inspection and acceptance/rejection of goods shall occur within 30 days of receipt. Rejection of all or part of the order will not relieve Customer of the obligation to fulfill any other part of this agreement.

Subject to applicable national security regulations (as-needed) QCi and QCi representatives shall be granted right of access to any area of Customer’s premises where work is being performed using QCi equipment and/or intellectual property.

Customer shall keep and maintain proper and adequate inspection, test and related records, which shall be available for inspection and review upon any warranty or other claims for which such information is reasonable and/or relevant.

Limited Warranty

QCi warrants that upon delivery, hardware will be free from defects in materials or workmanship and will materially conform to QCi published standards of performance for 90 days from the date of purchase. Additional coverage beyond the 90 day period may be addressed by a Service Plan, if any, that is purchased by the Customer from QCi.

Customer shall abide by all operational and maintenance guidelines relating to the products, as provided by QCi in writing before or after this Agreement. Failure to abide by same shall result in a voiding of the warranty.

If the Customer makes a warranty claim, QCi will perform one or more of the following actions at QCi’s discretion: (i) repair the defect in the hardware, (ii) correct material non-conformance to published specifications, (iii) replace the non-conforming hardware and/or components with hardware and/or components that result in equal or greater functional performance, (iv) refund or credit Buyer’s account upon the return of equipment.

QCi does not give or enter into any condition, warranty, or other term (i) with respect to any malfunctions or other errors in its offerings caused by virus, infection, worm or similar malicious code not developed or introduced by QCi; or (ii) to the effect that any offerings will be protected against security threats, including intentional misconduct by third parties. QCi is not liable for any consequence, for any lost or stolen data or systems, or for any other damages arising out of or relating to any actions resulting from use of our products. QCi does not give or enter into any condition, warranty, or other term with respect to interoperability with any other systems or platforms.

QCi does not give or enter into any condition, warranty, or other terms to the effect that any of our products will be failsafe, work without interruption or error, or be free from design defects or errors that may cause products to deviate from published specifications. QCi also does not give or enter into any condition, warranty, or other terms about conditions resulting from: (i) misuse, incorrect installation, mishandling, neglect, modification, accident, tampering, or abuse; (ii) improper or inadequate maintenance or calibration; (iii) errors resulting from incorporation or combination of any QCi solution into or with any other product, service or system; (iv) interoperability; or (v) failure to apply QCi-supplied modifications or corrections.

Any non-QCi branded or third-party products supplied to you by QCi are supplied "AS IS" without warranties of any kind.

QCi does not assume (and does not authorize any person to assume on its behalf) any other liability. The warranties, conditions, and remedies provided are not subject to assignment, transfer or pass-through to your direct or indirect Customers and any attempted assignment or transfer is void.

Limited Liability

QCi will not be liable for any of the following losses or damages (whether such losses or damages were foreseen, foreseeable, known, or otherwise): (i) loss of revenue; (ii) loss of actual or anticipated profits; (iii) loss of the use of money; (iv) loss of anticipated savings; (v) loss of business; (vi) loss of opportunity; (vii) loss of goodwill; (viii) loss of use of the products; (ix) loss of reputation; (x) loss of, damage to, or corruption of data; or (xi) any indirect, incidental, special, or consequential loss or damage however caused.

QCi's total cumulative liability, including for direct damages and any indemnification obligation under these terms will not exceed the sum payable to QCi that are the subject of and directly affected by such claim.

Customer (you) acknowledge that the limitations of liability provided here are an essential part of the contract and Terms. You agree that the limitations of liability provided in these Terms with respect to QCi will be conveyed to and made binding upon any Customer of yours that acquires QCi products, alone or in combination with other items from you.

Unless otherwise expressly agreed in writing by QCi, products conveyed to the Customer (you) under this agreement are not designed or intended for any application in which failure could result in personal injury or death. Customer (you) will indemnify, defend and hold harmless QCi, its directors, officers, employees, suppliers and subcontractors, against all claims, costs, damages and expenses (including reasonable attorneys’ fees and costs) arising, directly or indirectly, out of any claim of product liability, personal injury or death when associated with such unintended use, notwithstanding any claim that QCi, or its suppliers or subcontractors were negligent regarding the design or manufacture of the products in question.

Except for a claim to recover amounts owed, any claim or action arising out of or in connection with these terms must be started within one year after the cause of action accrues.

Jurisdiction and Venue

This agreement shall be interpreted in accordance with the laws of the State of New Jersey, without resort to its Conflict of Law rules, and in accordance with its fair meaning and not strictly against either party. The parties shall attempt to amicably resolve all disputes, and if resolution is not achieved within a reasonable amount of time, then the parties may mutually agree upon alternate dispute resolution, and/or either party may file suit in a court of competent jurisdiction in the state where QCi is permanently and predominantly based.

Entire Agreement & Survival

The terms and conditions of this agreement, the QCi invoice and together with any additional documents accompanying and in service of the invoice by reference, shall constitute the complete and extensive agreement between the parties, which supersedes any prior agreements.

Any terms brought by either party that fall outside this agreement will be deemed inapplicable and not binding to the seller. No modifications, amendment, or waiver may be made binding to either party without proof in writing and signed by both.

All of the provisions of this agreement shall survive termination, suspension, and/or completion of contract unless they are clearly intended to apply only during the terms of this agreement.

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless QCi and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, relating to, any actual or alleged breach of these terms by Customer or any affiliated party. If QCi assumes the defense of such a matter, Customer (you) will reasonably cooperate with us in such defense.

Informal Dispute Resolution

In the event Customer has any dispute with QCi related to hardware, services, and/or these Terms, Customer shall first try in good faith to settle such dispute by providing written notice to us (QCi) describing the facts of the dispute, including any relevant documentation, and allowing thirty (30) days to respond before initiating any formal dispute resolution proceeding. Notices to QCi must be sent by mail to 5 Marine View Plaza, Suite 214, Hoboken, NJ, 07030, Attn: General Counsel. QCi will send any dispute related notice to you at the contact information provided. If for some reason the dispute is not resolved satisfactorily within thirty (30) days after receipt, any further dispute resolution will occur according to the provisions set forth in these Terms. Engaging in this informal dispute resolution process is a requirement that must be fulfilled before commencing a formal dispute resolution proceeding, such as an arbitration or small claims court proceeding.

Arbitration Agreement & Waiver of Certain Rights

Customer and QCi agree that we will resolve any controversies, claims, counterclaims, or other disputes (each a “Claim”) through binding and final arbitration, instead of through court proceedings, in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”). This arbitration agreement applies to any existing or future Claims not individually filed in a court of law prior to the date Customer agreed to these terms. All parties to this agreement hereby waive any right to a jury trial. The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. All parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may be lawfully required, either by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, validity, applicability, enforceability, or formation of this agreement including, but not limited to, a claim that all or any part of this agreement is void or voidable.

If any provision of these Terms is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of the agreement shall continue in full force and effect. No waiver of any provision of the Terms will be effective or enforceable unless recorded in writing and signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms. Rights and obligations set forth in these Terms will survive the termination of your relationship with QCi.

You agree that any action of whatever nature relating to these terms, except as otherwise set forth herein, will be filed only in the state or federal courts located in the State of New Jersey. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT WOULD HAVE BEEN AVAILABLE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.

Force Majeure

Under no circumstances will QCi be held liable for any delay or failure in performance of this agreement due in whole or in part to any acts of nature or other causes beyond QCis reasonable control, commonly referred to as Acts of God. In the event QCi is subject to such conditions and they are forecast to persist, QCi will make reasonable effort to communicate with impacted parties in order to provide up to date information relevant to the performance of obligations under these Terms.

Export

Customer (you) must comply with all laws and regulations of the United States and other countries governing the export, re-export, import, transfer, distribution, use, and/or servicing of QCi products and technology. In particular, Customer (you) must not: (i) sell or transfer any product, technical documentation, and/or information relevant to the engineering of any QCi solution or intellectual property to any country subject to sanctions, or to any entity listed on a denial order published by the United States government or other relevant government; or (ii) use, sell, or transfer any QCi hardware, documentation, engineering details, and/or intellectual property for the development or production of nuclear, biological, or chemical weapons, missile technologies and capabilities, or for any other purpose prohibited by the United States government or other applicable government without first obtaining all authorizations required by all applicable laws.

Confidentiality

Information provided by QCi to the Customer (you) may include information marked as Confidential. Customer agrees to treat such information as confidential under the terms of any applicable non-disclosure agreement between you and QCi. If Customer has not entered into a non-disclosure agreement with QCi, you agree to not disclose, distribute or make use of any information marked as confidential, except as expressly authorized in writing by QCi. QCi retains all rights in and to specifications, designs, engineering details, discoveries, inventions, patents, copyrights, trademarks, trade secrets and other property rights relating to QCi products and services. Any breach by the Customer (you) of the confidentiality obligations provided for in these Terms will cause irreparable injury to QCi for which money damages may be inadequate to compensate QCi for losses arising from such a breach. QCi reserves the right to obtain equitable relief, including injunctive relief if Customer breaches or threatens to breach these confidentiality obligations.