Terms of Sale & Warranty.

These Terms of Sale govern all purchases of CN-Seamless Inc. (“CN-Seamless”) products (“Equipment”). By placing an order or accepting delivery, the buyer (“Buyer”) agrees to these Terms. No additional or conflicting terms apply unless accepted in writing by an authorized CN-Seamless representative.

Written quotations are valid for 60 days unless otherwise stated. No contract is formed until CN-Seamless issues a written order acknowledgment or invoice. CN-Seamless may refuse, modify, or cancel any order in its reasonable discretion prior to shipment, provided that if an order is cancelled after Buyer has made payment, CN-Seamless shall refund any amounts paid within thirty (30) days.

Unless otherwise stated, full payment is required in advance before shipment.

Credit: NET 30 may be extended only after successful credit review and written approval.

Currency: All prices and payments in USD.

Late Payments: Interest at the lesser of (i) 1.5% per month (18% APR) or (ii) the maximum rate permitted by applicable law, may be charged on overdue balances. CN-Seamless may withhold shipments or cancel orders for non-payment. Buyer is responsible for all bank transfer, conversion, or wire fees.

Collection & Legal Fees: Buyer shall reimburse CN-Seamless for all reasonable collection costs, including attorney and court fees. Accounts more than 45 days past due may lose credit eligibility and require prepayment.

Continental United States: Standard ground shipping within the 48 contiguous U.S. states is paid by CN-Seamless unless otherwise stated. Expedited or specialized services may incur additional cost.

Non-Contiguous U.S. Territories and International: For orders shipped to Alaska, Hawaii, Puerto Rico, U.S. territories, or any international destination, shipping is not implied to be covered by CN-Seamless. Upon request, CN-Seamless can provide a shipping quote on a DAP basis to the Buyer’s named destination. All quoted freight and insurance costs will be added to the Buyer’s invoice. Alternatively, the Buyer may instruct CN-Seamless to ship to an approved freight forwarder or broker within the continental U.S. In this case, shipments are FOB Raleigh, NC, and risk of loss and insurance responsibility transfer to the Buyer upon delivery to that forwarder or broker. The Buyer is responsible for all customs clearance, import duties, VAT, in-country transportation, and any local taxes or fees. Any estimates provided by CN-Seamless for VAT, duties, or taxes are for reference only and not guaranteed. The Buyer is solely responsible for paying such charges at the time of entry into the destination country. If the Buyer fails to take delivery, pay customs, or complete importation and the goods are returned, abandoned, seized, or re-routed, the Buyer remains liable for the full purchase price and must reimburse CN-Seamless for any additional freight, storage, customs, duties, penalties, or handling costs incurred. CN-Seamless may, in its sole discretion, resell the goods and credit Buyer for the net proceeds after deducting all costs of resale and amounts due hereunder. CN-Seamless will not act as importer of record.

Estimated delivery dates are approximate only, and time is not of the essence. CN-Seamless strives to meet estimated delivery dates but makes no guarantee regarding timing. Delays in production, transit, or customs do not justify cancellation, rejection of goods, or claims for damages. CN-Seamless is not liable for any direct, indirect, incidental, special, or consequential damages, losses, penalties, or expenses arising from late or missed delivery dates, regardless of cause.

Product descriptions, specifications, and pricing are subject to correction or change without notice. CN-Seamless is not responsible for typographical or clerical errors in any document or website content.

Buyer must pay all applicable sales, use, import, or other taxes unless a valid exemption certificate is provided at time of order.

Returns are only accepted for equipment with defects covered under the Limited Warranty set forth in Section 11 and must be requested within 30 days of delivery. To request a return, contact CN-Seamless at +1 (919) 200-0054 or service@cn-seamless.com to receive a return authorization number and shipping instructions. Items sent without authorization will not be accepted. Non-warranty returns, if approved in CN-Seamless’s sole discretion, will incur a restocking fee of up to 20%, and custom or made-to-order items are non-returnable under any circumstances.

If shipment is delayed at Buyer’s request, CN-Seamless may invoice per the original schedule and charge reasonable storage and handling fees.

Unless otherwise specified in the applicable quotation or invoice, risk of loss and risk of damage pass to Buyer upon delivery of the Equipment to the carrier at CN-Seamless’s facility (FOB shipping point). Where the parties have agreed to alternative shipping terms (such as DAP or other Incoterms), risk of loss shall transfer in accordance with those agreed terms.

Notwithstanding the transfer of risk, title to and ownership of the Equipment shall remain with CN-Seamless as security for payment until CN-Seamless receives full payment of all amounts due under these Terms, including the purchase price, shipping charges, taxes, and any other fees. Buyer grants CN-Seamless a purchase money security interest in the Equipment until full payment is made.

CN-Seamless provides a limited warranty for 5 years in the United States and 1 year for international sales following original delivery to Buyer. The specific warranty period applicable to each sale shall be stated in the quotation or invoice and may vary based on destination, product type, and availability of authorized service providers. Extended warranty periods beyond the minimum may be offered at the sole discretion of CN-Seamless or its authorized sales partners and distributors.

Unless otherwise specified in writing, the following default warranty periods apply:

U.S.: For 5 years following original delivery to Buyer, the following is covered: Parts & labor; Buyer pays shipping to CN-Seamless, CN-Seamless pays return shipping if approved.

International: For 1 year following original delivery to Buyer, the following is covered: Parts & labor; Buyer pays shipping to CN-Seamless or an Authorized Service Provider, CN-Seamless pays return shipping if approved. Extended warranty periods may be available in select regions where authorized service networks are established.

Covered: Manufacturing defects in materials or workmanship under normal use.

Not Covered: Wear items, misuse, neglect, modification, improper maintenance, unauthorized repair, shipping or storage damage, or external causes.

Remedy: At CN-Seamless’s discretion: (a) repair or replace the product; (b) supply replacement parts and instructions; or (c) issue a prorated refund based on remaining warranty term.

Warranty applies only to the original end-user purchaser, is non-transferable, and replaces all other warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. Except as prohibited by applicable law, CN-Seamless is not liable for incidental or consequential damages.

If service or repair is required, whether under warranty or not, the Buyer must submit a repair request directly to CN-Seamless. CN-Seamless will determine whether the repair is covered under warranty and, if applicable, will refer the Buyer to the nearest authorized CN-Seamless service provider to perform the work.

Only service or repairs performed by CN-Seamless or an authorized CN-Seamless service provider shall be recognized as warranty-compliant service. Any service, modification, or repair performed by an unauthorized party may void all remaining warranty coverage to the extent permitted by applicable law.

Buyer must operate products safely and in accordance with official manuals and training. Improper use, modification, or unauthorized repair may void the warranty to the extent permitted by applicable law.

Proper Use: Buyer acknowledges that the Equipment shall be placed in service and operated only in a normal, customary, and intended manner consistent with industry standards and the operating instructions provided by CN-Seamless. Buyer shall ensure that all individuals who install, operate, maintain, or supervise the use of the Equipment (“Authorized Users”) have read, understood, and agreed to comply with all applicable safety warnings, operating manuals, labels, and instructional materials supplied by CN-Seamless.

Operator Qualifications: Buyer represents and warrants that (i) all Authorized Users are competent, properly trained, and familiar with safe metal fabrication practices and the specific operational procedures for the Equipment; (ii) Buyer has provided, and will continue to provide, adequate supervision, instruction, and protective equipment for such Authorized Users; and (iii) the Equipment will be used only by persons qualified to perform fabrication, cutting, or related work in a professional and workmanlike manner.

Compliance with Law: Buyer shall comply with all applicable federal, state, and local laws, ordinances, regulations, and industry standards governing the possession, use, operation, and maintenance of the Equipment, including but not limited to workplace safety and environmental regulations.

Suitability and Risk of Use: Buyer is solely responsible for determining the suitability of the Equipment for any particular application, jobsite, or environment. Before placing the Equipment into service, Buyer shall conduct a comprehensive analysis to confirm that the Equipment is safe, appropriate, and adequate for Buyer’s intended use. Buyer assumes all risk and liability arising from (i) the selection or use of the Equipment for any specific purpose not expressly recommended in writing by CN-Seamless, (ii) operation of the Equipment under conditions not expressly recommended by CN-Seamless, or (iii) modification or alteration of the Equipment by Buyer or its agents.

Advisory Information: Any guidance, recommendation, or suggestion offered by CN-Seamless or its representatives regarding the use, safety, or application of the Equipment shall be deemed advisory only and shall not create or be construed as an express or implied warranty or as a representation of suitability for any specific purpose.

Buyer shall comply with all applicable U.S. export laws and regulations (EAR, ITAR, and related rules). Products may not be resold, re-exported, or used for prohibited purposes. CN-Seamless will not serve as exporter of record where restricted.

By submitting photos, videos, or testimonials, Buyer grants CN-Seamless a perpetual, royalty-free, worldwide license to use such content for marketing, training, or documentation. Removal requests will be honored within commercially reasonable effort.

Except for claims arising from CN-Seamless’s gross negligence, willful misconduct, or breach of confidentiality obligations, CN-Seamless’s total liability for any claim shall not exceed the purchase price of the specific product involved. Except as prohibited by applicable law, CN-Seamless shall have no liability for indirect, incidental, or consequential damages, including loss of profit or downtime.

Buyer shall indemnify, defend, and hold CN-Seamless harmless from any third-party claims, losses, or damages arising from Buyer’s misuse, modification, or improper operation of products, except to the extent such claims arise directly from defects in the Equipment or CN-Seamless’s material breach of these Terms.

Phone and email technical support are free for general guidance and troubleshooting. On-site service, training, or repairs outside warranty coverage are billable at prevailing rates. A written estimate or purchase order is required before scheduling.

CN-Seamless may modify or discontinue any product, service, warranty, or policy without prior notice. Changes do not affect previously accepted orders. CN-Seamless bears no liability for such modification or discontinuation.

CN-Seamless is not liable for delays or non-performance caused by events beyond its control, including natural disasters, labor disputes, transportation failures, or governmental actions.

This Agreement is governed by the laws of Delaware, USA. All disputes shall be resolved exclusively in state or federal courts within Delaware, and both parties waive the right to a jury trial.

Failure of CN-Seamless to enforce any term does not waive future enforcement of that or any other term.

If any provision is held invalid, the remaining provisions remain effective.

All CN-Seamless product designs, software (excluding open-source components subject to their respective licenses), manuals, and trademarks are proprietary to CN-Seamless. Buyer may not reproduce, reverse-engineer, decompile, disassemble, or create derivative works without prior written consent from CN-Seamless. This provision does not apply to any open-source software components distributed under copyleft licenses (including but not limited to GPL, LGPL, or AGPL), which are governed by their respective license terms. CN-Seamless shall provide appropriate notices and attributions for such open-source components as required by applicable licenses.

Any technical, business, financial, or proprietary information, including but not limited to product specifications, designs, pricing, customer lists, business strategies, and software source code (collectively, “Confidential Information”), supplied by CN-Seamless to Buyer must remain confidential and may not be disclosed to third parties without written approval. Buyer shall limit access to Confidential Information to its employees, contractors, and advisors who have a legitimate need to know such information for purposes of performing under this agreement and who are bound by written confidentiality obligations at least as protective as those contained herein.

These Terms, together with any quotations, purchase orders, invoices, and other written agreements executed by authorized representatives of both CN-Seamless and Buyer, constitute the complete and exclusive agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, relating to the subject matter hereof. No amendment, modification, or waiver of any provision of this agreement shall be effective unless in writing and signed by authorized representatives of both parties. Any terms or conditions contained in Buyer’s purchase orders or other documents that conflict with or add to these Terms are hereby rejected and shall be of no force or effect unless expressly agreed to in writing by CN-Seamless. If any provision of this agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent, or if such modification is not possible, such provision shall be severed from this agreement, and the remaining provisions shall continue in full force and effect. The parties agree that any invalid, illegal, or unenforceable provision shall be replaced with a valid provision that most closely approximates the intent and economic effect of the invalid provision.