Terms & Conditions of Sale

1. Definitions & Interpretation

In these Terms and Conditions, the following definitions apply:

• "Agreement" means the contract formed between HSSL Technologies and the Customer comprising these Terms and Conditions together with any applicable Order Confirmation, Statement of Work, or Master Services Agreement.
• "Customer" means the business entity or organisation that submits an order for Products or Services from HSSL Technologies.
• "Deliverables" means any output, work product, documentation, or materials produced by HSSL Technologies in the course of providing Services.
• "HSSL Technologies" means HSSL Technologies, Inc. and its authorised affiliates, subsidiaries, and service entities.
• "Order Confirmation" means the written confirmation issued by HSSL Technologies accepting a Customer's purchase order.
• "Products" means hardware, software, components, and any other tangible or digital goods supplied by HSSL Technologies.
• "Services" means consultancy, professional services, managed services, implementation, training, and support services provided by HSSL Technologies.
• "Statement of Work" or "SOW" means a document that defines the specific deliverables, timeline, and commercial terms for a Services engagement.

References to the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation.

2. Application of Terms

These Terms and Conditions apply to all sales of Products and provision of Services by HSSL Technologies to the Customer, to the exclusion of all other terms, including any terms the Customer may purport to apply. These Terms take precedence over any Customer purchase order terms, unless a separate written Master Agreement signed by an authorised officer of HSSL Technologies expressly modifies these Terms.

By placing an order, the Customer confirms its acceptance of these Terms. No variation to these Terms shall be effective unless agreed in writing by an authorised representative of HSSL Technologies.

3. Orders & Acceptance

3.1 Order Placement. All orders must be submitted in writing (including by email or via authorised procurement systems). Verbal orders are not binding on HSSL Technologies.

3.2 Order Acceptance. An order is not accepted until HSSL Technologies issues a written Order Confirmation. HSSL Technologies reserves the right to decline any order without liability.

3.3 Order Changes. The Customer may request changes to an accepted order in writing. HSSL Technologies will use reasonable endeavours to accommodate such requests but is not obligated to do so. Any changes accepted by HSSL Technologies may result in adjustments to price, delivery timelines, or both.

3.4 Order Cancellation. Orders cancelled after acceptance but prior to shipment may be subject to a restocking fee of up to 25% of the order value. Orders for custom-configured or special-order items are non-cancellable once accepted.

4. Pricing & Quotations

4.1 Quotations. All quotations issued by HSSL Technologies are valid for 30 calendar days from the date of issue unless stated otherwise in writing. Quotations are subject to availability and final confirmation at the time of order.

4.2 Price Changes. HSSL Technologies reserves the right to adjust prices where there are changes in manufacturer pricing, currency exchange rates, import duties, taxes, or other costs outside our reasonable control. We will notify the Customer of any material price change prior to order confirmation.

4.3 Taxes. All prices are exclusive of applicable taxes including sales tax, VAT, GST, import duties, and withholding taxes. The Customer is responsible for all such taxes unless HSSL Technologies is legally required to collect and remit them directly.

4.4 Currency. Prices are stated in the currency specified in the quotation. Where invoices are issued in a currency other than USD, exchange rate fluctuations are for the Customer's account.

5. Payment Terms

5.1 Standard Terms. Unless otherwise agreed in writing, payment is due net 30 days from the date of invoice for established account customers. New customers and project orders may require partial or full payment in advance.

5.2 Late Payment. Invoices not paid by the due date will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower) on the overdue balance, calculated from the due date until the date of payment in full.

5.3 Disputed Invoices. The Customer must raise any invoice dispute in writing within 10 business days of receipt. Undisputed amounts must be paid by the due date regardless of any pending dispute on other items.

5.4 Credit. HSSL Technologies may grant, modify, or withdraw credit facilities at any time in its sole discretion. Credit terms are reviewed periodically and are subject to satisfactory trade references and credit assessment.

5.5 Set-Off. The Customer may not withhold or set off any payment against any claim or counter-claim without HSSL Technologies' prior written consent.

6. Delivery & Risk

6.1 Delivery Terms. Unless otherwise specified, delivery terms are EXW (Ex Works) HSSL Technologies' designated dispatch point, as defined in the latest edition of Incoterms. Risk of loss passes to the Customer upon handover to the carrier.

6.2 Delivery Timelines. Delivery dates are estimates only and are not guaranteed. HSSL Technologies shall not be liable for any delay in delivery due to circumstances outside its reasonable control, including manufacturer lead times, supply chain disruptions, customs clearance delays, or force majeure events.

6.3 Partial Deliveries. HSSL Technologies may deliver Products in instalments. Each instalment constitutes a separate transaction, and delay or defect in one instalment does not entitle the Customer to reject or cancel other instalments.

6.4 Inspection. The Customer must inspect Products upon receipt and notify HSSL Technologies in writing of any visible damage, shortage, or incorrect goods within 5 business days of delivery. Failure to notify within this period shall constitute acceptance of the delivery.

7. Title & Ownership

Title to Products remains with HSSL Technologies until full payment of all amounts due in respect of the relevant order (and all other outstanding invoices from the Customer) has been received in cleared funds. Until title passes:

• The Customer holds the Products as bailee for HSSL Technologies and must store them separately, clearly identified as HSSL Technologies' property
• HSSL Technologies may, at any time, require the Customer to return the Products, and the Customer grants HSSL Technologies irrevocable licence to enter any premises to repossess them
• The Customer may not sell, pledge, charge, or otherwise encumber the Products without HSSL Technologies' prior written consent

8. Warranties & Product Guarantees

8.1 Manufacturer Warranty. Products are supplied with the benefit of the manufacturer's standard warranty. HSSL Technologies will pass through any manufacturer warranty to the Customer on a back-to-back basis. Warranty claims for hardware must be made directly to the manufacturer in accordance with their warranty procedures, unless HSSL Technologies has agreed in writing to provide warranty management services.

8.2 HSSL Technologies Warranty. HSSL Technologies warrants that Products will conform to their specifications as stated in the applicable datasheet or Order Confirmation at the time of delivery. This warranty does not apply to defects caused by misuse, accidental damage, unauthorised modification, or failure to follow installation instructions.

8.3 Software. Software is licensed, not sold, and is subject to the end-user licence agreement (EULA) of the relevant software publisher. HSSL Technologies makes no warranty in respect of software beyond that provided by the software publisher.

8.4 Warranty Exclusions. All implied warranties, conditions, and representations (other than those that cannot be excluded by law) are expressly excluded to the maximum extent permitted by applicable law.

9. Professional Services

9.1 Statement of Work. Professional services engagements shall be governed by a Statement of Work agreed between the parties, which will specify scope, deliverables, timelines, resource requirements, and fees.

9.2 Customer Responsibilities. The Customer shall provide HSSL Technologies with timely access to facilities, systems, data, personnel, and information reasonably required to perform the Services. HSSL Technologies shall not be liable for delays or failures caused by the Customer's failure to fulfil its obligations.

9.3 Acceptance of Deliverables. Unless otherwise specified in the SOW, Deliverables are deemed accepted 10 business days after delivery unless the Customer provides written notice of non-conformance specifying the defects in detail.

9.4 Change Requests. Any change to the agreed scope of Services must be documented in a written Change Order signed by both parties. HSSL Technologies will provide a cost and timeline impact assessment for any proposed change.

9.5 Managed Services SLAs. Managed Services engagements are subject to a separate Master Services Agreement and Service Level Agreement specifying response times, escalation procedures, and service credits.

10. Intellectual Property

10.1 Pre-Existing IP. Each party retains ownership of its pre-existing intellectual property. Nothing in these Terms transfers ownership of any pre-existing IP.

10.2 Deliverables IP. Unless expressly agreed otherwise in the relevant SOW, all intellectual property rights in Deliverables created by HSSL Technologies in the course of providing Services shall vest in HSSL Technologies upon creation. HSSL Technologies grants the Customer a non-exclusive, non-transferable licence to use such Deliverables for the Customer's internal business purposes.

10.3 Customer Data. The Customer retains ownership of all data it provides to HSSL Technologies. HSSL Technologies may use such data solely to perform the Services and will not use it for any other purpose without the Customer's prior written consent.

11. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with the Agreement ("Confidential Information") and to use it only for the purposes of performing the Agreement. Each party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information (and not less than reasonable care), and shall not disclose it to third parties without prior written consent, except to employees, contractors, and advisors who need it to perform the Agreement and who are bound by equivalent obligations of confidentiality.

These obligations do not apply to information that is or becomes publicly known through no fault of the receiving party, was already known to the receiving party, is received lawfully from a third party without restriction, or is required to be disclosed by law or court order.

Confidentiality obligations survive termination of the Agreement for a period of three years.

12. Limitation of Liability

12.1 Exclusions. Neither party shall be liable to the other for: (a) loss of profits; (b) loss of revenue; (c) loss of business or contracts; (d) loss of anticipated savings; (e) loss or corruption of data; (f) loss of goodwill; or (g) any indirect, special, consequential, or punitive loss or damage — even if advised of the possibility thereof.

12.2 Cap. Subject to Clause 12.3, HSSL Technologies' total aggregate liability under or in connection with the Agreement (whether in contract, tort including negligence, breach of statutory duty, or otherwise) shall not exceed the greater of: (a) the total fees paid by the Customer to HSSL Technologies in the 12 months preceding the event giving rise to the claim; or (b) USD $10,000.

12.3 Exceptions. Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded under applicable mandatory law; or (d) the Customer's obligation to pay amounts properly due under the Agreement.

13. Indemnification

The Customer shall indemnify, defend, and hold harmless HSSL Technologies and its affiliates, officers, directors, and employees from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from or related to: (a) the Customer's breach of these Terms; (b) the Customer's use of Products or Deliverables in a manner not authorised or intended; (c) the Customer's violation of any applicable law or third-party rights; or (d) any data or materials provided by the Customer to HSSL Technologies that infringes any third-party intellectual property rights.

14. Termination

14.1 Termination for Cause. Either party may terminate the Agreement immediately upon written notice if: (a) the other party commits a material breach that is not remedied within 30 days of written notice specifying the breach; (b) the other party becomes insolvent, enters administration, receivership, or liquidation proceedings; or (c) the other party ceases or threatens to cease carrying on business.

14.2 Effect of Termination. Upon termination: (a) all outstanding invoices become immediately due and payable; (b) each party shall return or destroy the other's Confidential Information; (c) any licences granted by HSSL Technologies terminate unless otherwise agreed; and (d) provisions intended to survive termination (including Sections 7, 10, 11, 12, 13, 17) shall continue in full force.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic or epidemic events, war, terrorism, labour disputes, government actions, supply chain disruptions, or failures of third-party infrastructure (each a "Force Majeure Event").

The affected party must notify the other party promptly upon becoming aware of a Force Majeure Event and shall use reasonable endeavours to mitigate its effects. If a Force Majeure Event continues for more than 90 days, either party may terminate the affected part of the Agreement on 14 days' written notice without liability.

16. Regulatory Compliance & Export Controls

The Customer acknowledges that Products and technology supplied by HSSL Technologies may be subject to export control laws and regulations, including those of the United States (EAR, ITAR), the European Union, and the United Kingdom. The Customer agrees to comply with all applicable export control and trade sanction laws and will not export, re-export, or transfer any Products or technology to any prohibited person, entity, or destination without obtaining all required licences and approvals.

The Customer represents and warrants that it is not subject to any trade sanctions, and that the end-use of Products will comply with applicable export control regulations. The Customer shall indemnify HSSL Technologies for any breach of this clause.

17. Governing Law & Dispute Resolution

17.1 Governing Law. The Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of California, United States.

17.2 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute through negotiation between senior representatives within 30 days of written notice of dispute. If unresolved, either party may initiate formal proceedings.

17.3 Jurisdiction. Subject to Clause 17.2, the parties consent to the exclusive jurisdiction of the state and federal courts located in Orange County, California, USA.

17.4 Regional Variations. For customers in the United Kingdom, the applicable law shall be English law and jurisdiction shall be the courts of England and Wales. For customers in the European Union, mandatory consumer protection rights under local law apply where the Customer is a consumer (though these Terms are primarily intended for business customers).

18. General Provisions

18.1 Entire Agreement. These Terms, together with any applicable Order Confirmation, SOW, or Master Services Agreement, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, understandings, and representations.

18.2 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the Terms shall continue in full force.

18.3 Waiver. A failure or delay by either party in exercising any right or remedy under the Agreement shall not constitute a waiver of that right or remedy.

18.4 Assignment. The Customer may not assign, transfer, or sub-contract any of its rights or obligations under the Agreement without HSSL Technologies' prior written consent. HSSL Technologies may assign the Agreement to any affiliate or successor entity.

18.5 Notices. All notices under the Agreement shall be in writing and delivered by email (with delivery confirmation), registered post, or courier to the addresses specified in the Agreement or as updated by written notice.

18.6 No Partnership. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

18.7 Third-Party Rights. These Terms do not confer any rights on third parties.

19. Contact Details

For commercial enquiries, contract queries, or to request a Master Services Agreement, please contact our commercial team: