Sonitek Corporation – Terms of Service

Last updated: May 2025

This document includes two binding sections that together form Sonitek’s “Terms of Service”:

1. Terms of Use – conditions for accessing and using any Sonitek website (“Site”).
2. Terms of Sale – conditions for purchasing Sonitek equipment, tooling, parts, and services.

Both sections apply unless expressly excluded in writing (e.g., a quotation may reference only the Terms of Sale). If you are viewing a PDF copy supplied with a quotation or invoice, the content is identical to the version hosted on the Site.

1. Terms of Use (Website)

1.1 Acceptance

Accessing or using any Sonitek website (“Site”) constitutes your agreement to these Terms of Use and all applicable laws. If you do not agree, do not use the Site.

1.2 Lawful & Acceptable Use

You will use the Site only for lawful purposes and will not:

• Post or transmit material that infringes, is defamatory, obscene, harassing, or otherwise objectionable.
• Encourage conduct that would constitute a criminal offense or give rise to civil liability.
• Restrict or inhibit any other user’s enjoyment of the Site.

1.3 Intellectual Property

All content on the Site (“Materials”) is owned or licensed by Sonitek Corporation (“Sonitek”). Except for one personal, non‑commercial download copy, you may not copy, distribute, modify, reverse‑engineer, or create derivative works without Sonitek’s prior written consent.

1.4 Disclaimer

The Site and Materials are provided “AS IS” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non‑infringement. Use is at your own risk.

1.5 Limitation of Liability

Sonitek shall not be liable for any direct, indirect, incidental, consequential, punitive, or special damages arising from your use of the Site.

1.6 Governing Law

Connecticut law governs these Terms of Use. Any action must be filed in state or federal courts located in New Haven County, Connecticut, within six (6) months of the cause of action.

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2. Terms of Sale (Products & Services)

These Terms and Conditions (“Terms”) govern every sale of equipment, tooling, parts, and services (“Products”) by Sonitek Corporation or its affiliates (“Seller”) to any purchaser (“Buyer”). Seller rejects any Buyer terms that add to, differ from, or conflict with these Terms (UCC §2‑207). No amendment is binding unless signed by an authorized Sonitek officer.

2.1 Prices & Quotations

Prices are EXW Milford, CT (Incoterms 2020). Taxes, duties, shipping, insurance, and installation are Buyer’s responsibility.

2.2 Deposit & Cancellation Policy

Non‑refundable deposit. Buyer may be required to pay one or more deposits. Once Sonitek begins design, fabrication, cutting, sealing, or other production activities, all deposits become irrevocably non‑refundable.

Cancellation. If Buyer cancels after production starts, Buyer shall immediately pay all costs incurred to date (labor, materials, engineering, overhead) and any unpaid balance of the purchase price.

Change orders. Scope changes or additional engineering requested by Buyer will be invoiced at Seller’s then‑current rates and added lead‑time. Work pauses until written change‑order acceptance and payment of additional charges.

2.3 Payment Terms & Enforcement

Payment is due net 30 days from invoice date unless otherwise stated. Past‑due balances accrue interest at 5 % per month (or the maximum lawful rate) plus all collection expenses, including reasonable attorneys’ fees.

2.4 Title, Risk of Loss, and Storage

EXW (Ex Works) Milford, CT. Risk of loss transfers when the shipment leaves Seller’s facility.

Storage/demurrage. If Buyer fails to remove Products within fourteen (14) days of readiness notice, a storage fee equal to 1 % of the total purchase price per month (or part thereof) will be invoiced.

2.5 Tooling, Intellectual Property, and Data

Custom tooling, fixturing, software, drawings, PLC code, and design data remain entirely the property and intellectual property of Sonitek.

Buyer receives a non‑exclusive license to use the physical tooling solely with the Sonitek machine for which it was supplied and only after full payment.

2.6 Limited Warranty

Seller warrants new Products to be free from defects in materials and workmanship for six (6) to twelve (12) months from shipment (specific duration set forth in the quotation). Buyer must notify Seller of any defect within thirty (30) days of discovery. Seller, at its option, will repair, replace, or refund the defective item.

EXCEPT AS STATED IN THIS LIMITED WARRANTY, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Any performance data, cycle times, output rates, or application examples provided by Seller are estimates only; Buyer is solely responsible for determining Product suitability and achieving desired results.

2.7 Limitation of Remedy and Liability

Seller’s total liability, whether in contract, tort, or otherwise, shall not exceed the amount paid by Buyer for the specific Product giving rise to the claim. Seller is not liable for any indirect, incidental, special, or consequential damages, including lost profits or downtime.

2.8 Indemnity

Buyer shall defend, indemnify, and hold harmless Seller from all claims, damages, fines, and expenses arising out of (i) Buyer’s use, integration, or resale of the Products; (ii) materials, designs, or specifications supplied by Buyer; and (iii) Buyer’s non‑compliance with laws or regulations.

2.9 Export Control & Compliance

Buyer is solely responsible for compliance with U.S. and international export, import, and sanctions laws (including ITAR/EAR). Seller is not the exporter or importer of record and provides no guarantee of export classification or approval.

2.10 Force Majeure

Seller is excused from performance for any delay or failure caused by events beyond its reasonable control (including acts of God, labor disputes, shortages, epidemics, government actions). Delivery dates are extended for the length of the disruption, and Seller may cancel without liability if the event continues for sixty (60) days.

2.11 Confidentiality (Mutual NDA)

Each party receiving confidential information shall protect it with the same care it uses for its own and will not disclose it to third parties for five (5) years from the date of disclosure except as required to perform under these Terms.

2.12 Service & Support

Field service, installation, calibration, or training are not included unless expressly quoted. Contact Sonitek for current rates, travel charges, and scheduling.

2.13 Dispute Resolution; Venue; Waiver of Jury Trial

All disputes shall be resolved exclusively in the state or federal courts located in New Haven County, Connecticut, and the parties waive trial by jury. Buyer consents to personal jurisdiction and service of process in Connecticut.

2.14 General Provisions

These Terms (including any quotation or order acknowledgment issued by Seller) constitute the entire agreement and supersede all prior communications. If any provision is unenforceable, the remainder will remain in effect. Failure to enforce any right is not a waiver. Headings are for convenience only.