Special Services Group, LLC
Sales Terms and Conditions

​​1. Applicability. These terms and conditions of purchase (“Terms”) are the only terms which govern the sale of the goods (“Goods”) and services (“Services”) by Special Services Group, LLC, a California limited liability company (“Seller”) to the buyer (“Buyer”) named on the accompanying purchase order or any other form of customer order whether written, emailed or placed by phone (“Order,” and together with these Terms, “Agreement”). Seller accepts the Order by written confirmation, such as email, in response to Buyer’s written request or by call with Seller’s sale representatives, as applicable. This Agreement comprises the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Unless otherwise agreed between Seller and Buyer, these Terms prevail over any of Buyer’s general terms and conditions of purchases. Seller reserves the right to reject any additional terms requested by Buyer. Any additional terms stated on any Order shall be accepted only with the written agreement of Seller.

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2. Description and Specification of Goods and Services. The description and/or specification of the Goods and/or Services shall be set out in the Order as agreed between Seller and Buyer. Buyer shall ensure that the terms of the Order are complete. Any order for non-standard Goods and Services must be accompanied by sufficient information to enable Seller to provide such Goods and Services.

 

3. Delivery. Seller and Buyer agree that any stated delivery dates of the Goods or Services are approximate. The parties further agree that Seller shall not be held liable to Buyer or any other party for any losses, damages, penalties, or expenses for any delay in delivery of the Goods or Services. Notwithstanding any other terms contained in this Agreement, Seller reserves the right to refuse, cancel or delay any shipment to Buyer if any amounts due to Seller from Buyer for any reason become past due, when payment for a shipment has not been arranged to Seller’s reasonable satisfaction, or when Buyer has failed to perform any of its material obligations under this Agreement. Such refusal, cancellation or delay of any shipment shall not be deemed a breach or default of this Agreement by Seller.

 

4. Title; Risk of Loss.

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4.1 The risk of loss in the Goods shall pass to Buyer upon delivery at the delivery point. Full title to and property in the Goods shall remain vested in Seller (even though they have been delivered and risk has passed to Buyer) until payment in full, in immediately available funds, for all the Goods has been received by Seller.

 

4.2 Seller’s rights and remedies set out in this Section 4 are in addition to and shall not in any way prejudice, limit or restrict any of Seller’s other rights or remedies under this Agreement or the Order or in law or equity.

 

5. Provision of Services at Buyer’s Premises.

 

5.1 If Seller is to perform Services at Buyer’s premises, Buyer shall procure safe access to the premises and provide safe systems of work, adequate power, lighting, heating and other such facilities or supplies for Seller’s employees or agents in accordance with the demands of any applicable legislation and as Seller shall reasonably require.

 

5.2 The Services will be deemed to be completed and the Price to be due and payable: (i) when Seller issues a written notice to Buyer confirming such completion; or (ii) if Seller is available to perform the Services but is prevented from doing so by reason of (A) the lack of relevant assistance from Buyer and/or (B) the condition of Buyer’s premises at the site where the Services are to be provided and/or the facilities or services available at the time agreed for the provision of the Services.

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6. Price. The price of the Goods and/or Services is the price stated in the Order and on the final invoice (the “Price”). Unless otherwise specified in the Order, the Price shall be exclusive of all packaging, handling, rigging, loading, unloading, crating, export, import and other transportation costs, insurance, customs duties and fees, and applicable taxes, including, but not limited to, all sales, use or excise taxes. Seller reserves the right, by giving notice to Buyer at any time before delivery, to increase the Price of Services to reflect any increase in the cost to Seller that is due to any factor beyond the control of Seller (including, without limitation, any increase in the costs of labor, materials, or other costs of manufacture or supply), any change in the quantities of the Services, or any delay or cost caused by any instructions of Buyer or failure of Buyer to give Seller adequate information or instructions.

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7. Payment Terms.

 

7.1 Payment for the Goods and/or Services is due within 30 days after the Seller issues the relevant invoice, unless otherwise specified in the applicable Order or on the invoice.  Some non-US governmental Buyers will be required to make payment in advance or provide a deposit at the time of order.  Time for payment shall be of the essence. No payment shall be deemed to have been received until Seller has received the full amount in immediately available funds. Notwithstanding any other provision, all payments payable to Seller under this Agreement or any Order shall become due immediately upon termination of this Agreement or any Order for whatever reason. Buyer shall make all payments due under the Order without any deduction by way of set-off, withholding, counterclaim, discount, abatement or otherwise.

 

7.2 If any sum due from Buyer under this Agreement or any Order is not paid on or before the due date for payment in accordance with this Section, then all sums then owed by Buyer shall become due and payable immediately and, without prejudice to any other right or remedy available to Seller, Seller shall be entitled to: (i) cancel or suspend performance of the Order or any other order placed with Seller, including suspending deliveries of the Goods and suspending provision of the Services until arrangements as to payment or credit have been established that are satisfactory to Seller, and the time for performance of the Order shall be extended accordingly; (ii) allocate any payment made by Buyer to such of the Goods or Services as Seller determines in its sole discretion; or (iii) require Buyer to pay for the Goods prior to their delivery to or collection from the delivery point.

 

8. Inspection and Rejection of Nonconforming Goods.

 

8.1 Buyer shall have the right to inspect the Goods for a period of 10 days after the Delivery Date (the “Inspection Period”). Buyer will be deemed to have accepted the Goods upon expiration of the Inspection Period, unless Buyer notifies Seller in writing during the Inspection Period of any failure of the Goods to conform with the Order (which would be apparent upon reasonable inspection and testing of the Goods during the Inspection Period) (“Nonconforming Goods”). Following the expiration of the Inspection Period, Buyer shall not be entitled to reject the Goods, and Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Order.

 

8.2 If Buyer timely notifies Seller of any Nonconforming Goods, Seller will provide Buyer with a Return Material Authorization (RMA) number and return instructions.  Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s place of business.  Returned Nonconforming Goods must be accompanied by the original Purchase Order, invoice and/or packing slip and must include the RMA number.  Upon receipt of the Nonconforming Goods, Seller may approve or disapprove the return, and if the return is approved, the liability of Seller with respect to such Nonconforming Goods shall be limited to, at Seller’s option and within a reasonable time: (i) replacing such Nonconforming Goods with conforming Goods; or (ii) crediting or refunding the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith.  If Seller exercises its right to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, deliver to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the delivery point.  If Seller disapproves a return, the applicable Goods will be shipped back to Buyer, at Buyer’s expense and risk of loss, within 90 days from the date such Goods were received by Seller, and Seller will have no liability with respect to such Goods.

 

9. Limited Warranty.

 

9.1 Seller warrants that its Goods will be free from material defects for a period of [12] months from delivery. Services will be provided in a professional manner consistent with industry standards.

 

9.2  This limited warranty does not cover any damage, deterioration or malfunction resulting from any alteration, modification, improper or unreasonable use or maintenance, misuse, abuse, accident, neglect, exposure to excess moisture or heat, fire, improper packing and shipping (such claims must be presented to the carrier), lightning, power surges, or other acts of God. This limited warranty does not cover any damage, deterioration or malfunction resulting from the installation or removal of Goods from any installation, any unauthorized tampering with Goods, any repairs attempted by anyone unauthorized by Seller to make such repairs, or any other cause which does not relate directly to a defect in materials and/or workmanship of Goods.  Seller does not warrant that the Goods including the technology and/or integrated circuit(s) or components included in the Goods will not become obsolete or that such items are or will remain compatible with any other product or technology with which the Goods may be used.

 

9.2 EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 9.1, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (III) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

 

10. Limitation of Liability

 

10.1 IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

 

10.2 IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER.

 

11. Indemnification. Each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party (the “Indemnified Party”), and its subsidiaries and affiliates, their respective directors, officers, employees, sub-licensees, customers, agents, attorneys, successors, and assigns (collectively “Affiliates”) from any and all claims, demands, actions losses, liabilities, damages, suits, actions, government procedures, taxes, penalties or interest, associated auditing and legal expenses and other costs incurred by the Indemnified Party or its Affiliates (including reasonable attorneys’ fees and costs) arising from a third party claim, demand or action due to: (a) a material breach of the Indemnifying Party’s obligations under this Agreement; or (b) the Indemnifying Party’s, its agents’, subcontractors’ or employees’ gross negligence, willful misconduct, errors or omissions resulting in bodily injury (including death) or property damages except to the extent that the Indemnified Party or its agents, subcontractors or employees were a factor in such injury or damage by their gross negligence, willful misconduct, errors or omissions.

 

12. Subcontractors. Seller may subcontract this Agreement or all or part of any Order to any person, including any affiliate companies, without the consent of Buyer.

 

13. Termination.

 

13.1 Seller may, in its sole discretion and without prejudice to any other rights or remedies it may have against Buyer, immediately suspend further performance of this Agreement or any Order, terminate any outstanding provision of the Services or delivery of the Goods, stop any Goods in transit or terminate this Agreement or any Order without liability to Seller if: (i) Buyer breaches any of its obligations under this Agreement or any Order; (ii) any sum payable under the Order is not paid in accordance with the Order; or (iii) Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

 

13.2 Notwithstanding any termination or suspension in accordance with this Section, Buyer shall pay Seller at the rate set forth in the Order for all Goods delivered or Services provided up to and including the date of suspension or termination.

 

13.3 If Seller suspends or terminates this Agreement or any Order (or any part of any Order) in accordance with this Section, Seller will send to Buyer a written statement setting out details of: (i) the amounts due in respect of any work in progress; and (ii) any other reasonable and proper costs incurred by or losses, damages or claims suffered by Seller or to be incurred or suffered solely in connection with or resulting from the termination of this Agreement or any Order, whether arising under statute, contract or at common law, including without limitation overheads, non-recoverable design costs and the profit Seller would have earned under the Order. Buyer shall, within 30 days from receiving such statement, pay to Seller the amounts set forth in such statement.

 

13.4 The termination of this Agreement or any Order shall not affect the rights or remedies of either party in respect of any breach prior to termination or any sums due or to become due to the other party.

 

14. Confidential Information. Proprietary or confidential information of Seller means all information disclosed to Buyer by Seller (whether orally or in writing or through any means, media, form, person or entity and whether or not marked, designated or otherwise identified as “confidential” or “proprietary”), that is based on, incorporates, constitutes, or is derived from any of the following Seller property: samples, schematics, drawings, designs, plans, specifications, patterns, tools, equipment, manuals, documents, materials, data, computer software, customer lists, pricing, discounts or rebates, forecasts, and other technical, business, financial, customer, know-how, trade secret, trademark, copyright and other intellectual property information; information that by its nature Buyer should reasonably understand to be confidential or proprietary; and the terms and existence of the Order (“Confidential Information”). Confidential Information shall remain Seller’s personal property. Seller does not grant Buyer any license whatsoever with respect to Seller’s Confidential Information. Confidential Information is solely for the purpose of performing this Agreement and may not be disclosed, copied or used unless expressly authorized in advance by Seller in writing. Buyer will use reasonable care to protect the confidentiality of Seller’s Confidential Information, and in any event, will use at least that degree of care that Buyer uses to protect its own confidential and proprietary information. Upon Seller’s request, Buyer shall promptly return all Work Product (as defined in Section 15), documents and other materials received or derived from Seller and any copies thereof and any notes of Buyer containing Seller’s Confidential Information, and upon Seller’s request, destroy any of the Confidential Information in Buyer’s possession, and confirm such to Seller. Seller shall be entitled to injunctive relief for any violation of this Section 14. This Section 14 does not apply to information that Buyer can prove by contemporaneous documentation is: (i) in the public domain; (ii) known to Buyer at the time of disclosure with no obligation of confidentiality; or (iii) rightfully obtained by Buyer on a non-confidential basis from a third party.

 

15. Intellectual Property. Any intellectual property rights (including, without limitation, patents, designs (registered or not), trademarks, service marks (registered or not), copyrights and any applications for them) in the Goods or Services or in any molds, tools, equipment, manuals, samples, schematics, designs, drawings, plans, specifications, materials, patterns, data, computer software, know-how, improvements, methods of operation, discoveries, trade secrets, ideas, inventions, or other information provided by Seller or created by Seller in the course of the performance of this Agreement or any Order or otherwise used in the manufacture of the Goods or the provision of the Services (collectively, “Work Product”) shall remain Seller’s property and shall constitute Seller’s Confidential Information unless otherwise expressly agreed by Seller. Except as expressly stated in this Section 15, nothing in this Agreement or any Order shall be deemed to have given Buyer a license or any other right to use any of the intellectual property rights of Seller unless otherwise expressly agreed by Seller.

 

16. Export Terms

 

16.1 Where the Goods are supplied for export from the United States or Buyer’s principal place of business is outside of the United States, the provisions of this Section 16 shall apply notwithstanding any other provision of this Agreement.

 

16.2 Buyer shall be responsible for complying with any legislation or regulations governing the importation, use or sale of the Goods in the country of destination, including but not limited to, regulations issued by the EAR, ITAR, and OFAC, by the U.S. Department of Commerce’s Bureau of Industry and Security’s (“BIS”) Export Counseling Division, and other appropriate Government Sources to ensure that the sales and distribution of said Goods is processed in accordance with all applicable laws. Buyer shall also be responsible for the payment of any duties or taxes on them, the transportation and storage of the Goods, and complying with any obligation to translate any instructions, labelling or packaging into any other language. 

 

16.3 Buyer declares that it will be the recipient of the Goods to be delivered by Seller. Buyer understands that the associated hardware, software, and/or technical data (“products”) listed on their Order may include items that are governed by the U.S. Export Administration Regulations (“EAR”), by the U.S. Foreign Assets Control Regulations (“OFAC”) and the International Traffic in Arms Regulations (“ITAR”). Buyer understands that its sale or distribution of said Goods may constitute exports or re-exports, and as such, must be in accordance with the requirements administered by Bureau of Industry and Security, Department of Treasury, and Department of State. It is understood that the country of ultimate destination, commodity classification, end-user, or end-use for any said products, could affect the applicable license requirements and exportability. Seller will not transfer any export-controlled Goods to a “non-U.S. Person” without the proper authority of the United States Government, and Buyer’s written approval.

 

17. Assignment. Buyer shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section 17 shall be null and void. No assignment or delegation shall relieve Buyer of any of its obligations hereunder.

 

18. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Neither party is responsible for taxes on the other party’s income or the income of the other party’s personnel or subcontractors.

 

19. No-Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

20. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of California.

 

21. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in an Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of receipt), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (i) upon receipt of the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section 21.

 

22. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

23. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.

 

24. Amendment and Modification. These Terms may only be amended or modified in a writing titled Amendment to Seller’s Terms and Conditions stating specifically that it amends these Terms and is signed by an authorized representative of each party. The Order incorporates by reference all terms of the Uniform Commercial Code providing protection for Seller. Buyer and Seller agree that Buyer is deemed to have signed these Terms.

 

25. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege