TERMS AND CONDITIONS OF SALE

The following terms and conditions (“Terms and Conditions”) apply to the sale and shipment of products (“Products”) and any associated services (“Services”) by Dynisco Instruments LLC or any of its affiliates (collectively, “Seller”) to any purchaser (“Buyer”) unless otherwise agreed to in writing by Seller. Additional terms and conditions as found on Seller’s forms of acknowledgement and invoices are to be considered as part of these Terms and Conditions. These Terms and Conditions will supersede any terms and conditions stated in any purchase order or similar document furnished by Buyer and may be modified only by the express agreement of Seller and Buyer. These Terms and Conditions apply exclusively to transactions with business customers, including legal entities and natural persons acting in a commercial or professional capacity. Seller does not enter into contracts under these Terms and Conditions with consumers.

1. Payment Terms: All payments due to Seller shall be due net 30 days from the date of invoice, and shall be payable by wire transfer or check, in USD, EUR or GBP to an account designated by Seller. Seller reserves the right to change its terms of sale or to require prior payment, a letter of credit, or cash on delivery when, in the opinion of Seller, the financial condition or previous payment record of Buyer so warrants. Should Buyer become delinquent in any payment due, Seller shall be entitled, without notice, to suspend performance until the delinquency has been corrected. Seller shall not be obligated to extend credit to any Buyer.
2. Prices: All prices quoted are exclusive of any applicable taxes and import/export duties imposed by federal, state, city or local authorities, including, without limitation, sales and use taxes, value added taxes, excise, property, customs, and similar taxes or duties. Any such tax, fee, or charge shall be paid by Buyer in addition to the prices quoted or invoiced. Prices shown on Seller’s acknowledgment are Seller’s present effective prices. Shipments will be billed at Seller’s prices in effect at the time of shipment. A copy of Seller’s latest prices in effect at the time of shipment will be forwarded upon request.
3. Acceptance of Orders: All orders for Products must be presented in writing. Orders shall not be considered accepted unless Seller expresses its acceptance in writing or ships the Products ordered. If the order is a blanket purchase order and Seller accepts any portion of the blanket purchase order in writing or ships any Product under the blanket purchase order, the entire blanket purchase order shall be deemed accepted by Seller, and these Terms and Conditions shall apply to the entire blanket purchase order. Seller reserves the right to refuse any order, in whole or in part, or to specify an alternate delivery schedule if orders for any Product from all sources exceed Seller’s inventory or ability to deliver. Seller may allocate available inventory and production in its sole discretion. . Any order(s) buyer places through the Dynisco e-Commerce platform shall adhere to the same Terms and Conditions as written orders outlined above. Delivery is on the terms set out in our delivery policy and incorporated into these conditions. When using any of our e- Commerce Services, buyer is subject to the rules, guidelines, policies, applicable to such service, and they are incorporated into this agreement by this reference. We reserve the right to change this site and these terms and conditions at any time. Buyer and any company associates can be granted log in to e-Commerce platform for access to order entry and full order history upon request. It is the buyer's responsibility to advise Dynisco of any associates terminated or that have subsequently left their company so access to the e-Commerce site can be revoked accordingly.
4. Auto-Renewal for Paid Subscriptions: Unless opted out of auto-renewal by contacting Seller, any paid Services (for example, Seller Cloud Connect subscription) Buyer has actively signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or discontinue paid Services at any time, Buyer must contact Seller. If Buyer terminates a paid Service, Buyer may use subscription until the end of the then-current term and subscription will not be renewed after the then-current term expires. However, Buyer will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. Non- termination or continued use of a paid service reaffirms that Seller is authorized to charge provided payment method for that paid service. This does not waive our right to seek payment directly from you. Seller may require payment your subscription up to one week prior to your expiration date to maintain continuous service.

Buyer understands and agree that if you do not enter into a paid subscription for the monitoring service before the end of your free trial period, then respective monitoring service will stop at the end of free trial period. You further understand that once the monitoring service stops, you will no longer have access to your online data. Note that data may remain in the cloud unless you specify that your data shall be deleted. We cannot ensure the data is not permanently deleted if an account is not renewed.

5. Changes and Cancellation of Orders:   Changes requested by Buyer after order acceptance must be submitted in writing and are subject to written acceptance by an authorized representative of Seller. Costs and/or delays resulting from such changes will be solely determined by Seller and binding on Buyer. Note:  No delivery reschedules or delays will be permitted within thirty (30) days of the confirmed ship date per Seller’s Order acknowledgement / confirmation.  Seller's performance is subject to either pre-payment by Buyer or Seller’s approval of Buyer's credit, and Seller may cancel or suspend performance of any order if Buyer fails to meet any of its obligations herein.

Accepted orders, whether a one-time or a blanket purchase order, may be cancelled by Buyer only with Seller’s prior written consent and only upon payment of such reasonable cancellation charges as Seller may request. Reasonable cancellation charges may include, but not be limited to, tooling and work-in-progress expenses. If Seller does not consent to cancellation, Buyer shall pay the full amount of such order. Any order(s) buyer places through the Dynisco e-Commerce platform shall adhere to the same cancellation Terms and Conditions outlined in this document.

6. Shipment & Delivery: Delivery dates indicated on any quotation or order acknowledgment are estimated and are not guaranteed. In the event that Products ordered under a blanket purchase order are not released by Buyer within 180 days of acceptance of the order by Seller, Seller may ship the Products and invoice Buyer accordingly. All shipments are made FCA Franklin, MA, USA, unless otherwise specified in Seller’s order acknowledgement. Unless otherwise requested in Buyer’s order, Seller will select the least expensive method of shipment, taking into consideration the delivery schedule and any special requirements of Buyer’s order, and Buyer will pay all transportation, freight and similar charges, including taxes and import duties.

If shipment of the Products is delayed or rescheduled for greater than ten (10) days after the confirmed ship date due to Buyer’s fault, then upon the expiration of such ten (10) day period, Buyer shall pay to Seller, a storage and handling fee equal to one tenth of one percent (0.10%) per day of the Quoted price for each day the shipment is delayed, with a maximum storage and handling fee of ten percent (10.0%) of the Purchase Order value. The parties agree that such amounts are a reasonable pre-estimate of the damages Seller will suffer as a result of delay based on circumstances existing at the time the Purchase Order was issued and are to be assessed as liquidated damages and not as a penalty.

If Buyer has elected to use a freight forwarder and/or carrier selected by Buyer, and shipment of the Products does not take place on or prior to the confirmed ship date as a result of Buyer’s failure to arrange for Buyer’s freight forwarder and/or carrier to take delivery of the Equipment on the confirmed ship date, then, upon three (3) business days’ notice to Buyer (which may be by email), (i) Seller shall be entitled to ship the Products to Buyer using a freight forwarder and/or carrier selected by Seller (Incoterms FCA Franklin, MA), freight prepaid and billed and invoice Buyer for such charges; and (ii) Buyer shall pay to Seller such invoiced charges net thirty (30) days after date of invoice.

Risk of loss or damage shall pass to Buyer upon issuance of the carrier’s bill of lading (FCA Incoterms® Seller’s facility), and Seller shall not be liable for any delays or loss or damage to the Products in transit. Taxes, duties, freight, and shipping charges will be included on Seller’s invoice and are subject to all terms and conditions of payment stated herein. Notwithstanding such transfer of risk, title to the Products shall remain with Seller until full payment of all amounts due for those Products has been received by Seller. In jurisdictions requiring registration or other formalities to perfect a retention of title, Buyer agrees to cooperate with Seller to complete such actions.

7. Inspection: Buyer shall inspect all Products upon arrival and shall give written notice to Seller, within five (5) days of arrival, of any claim for shortage or other nonconformance with the terms of Buyer’s order. If Buyer fails to give timely notice, all Products shall be deemed to conform to the terms of Buyer’s order.
8. Force Majeure: Seller shall not be liable or deemed to be in default for non-performance or delay in performance of its obligations under these Terms and Conditions to the extent caused by conditions beyond its control, including war, civil disturbances, fire, flood, acts of God, governmental laws, regulations or orders, strikes or labor disputes affecting Seller or its suppliers, accident, explosion, casualty, embargo, or inability to secure necessary labor, materials or supplies.
9. Returns and Restocking Fee: No returns will be accepted without a return material authorization (“RMA”) number. Seller shall determine, in its sole discretion, whether it will provide an RMA number. To obtain an RMA number, Buyer should call Seller’s customer service department. If given, RMA numbers shall be valid for forty-five (45) days from issuance. Products returned for credit must be in the same condition as when such Products were shipped by Seller and in the original, unopened packaging. Seller may charge a restocking fee of up to twenty-five percent (25%) of the invoice price for all returned Products, unless Products are returned under a valid warranty claim.
10. Limited Warranty: Seller warrants that all Products manufactured by Seller will (i) conform in all material respects to the mutually agreed upon written specifications, if any, or the Seller’s specifications as set forth in the applicable Product documentation; (ii) be free from defects in material and workmanship, under normal use and service, for the applicable warranty periods set forth below (the “Initial Warranty Period”). The Initial Warranty Period will begin on the date of shipment. Notice of any defect, including a reasonably detailed description of the problem or difficulty experienced, must be made to Seller in writing within thirty (30) calendar days following discovery thereof and prior to the expiration of the warranty period as described above.

If Seller determines that any Product does not conform to the foregoing warranty, Buyer’s sole remedy, and Seller’s entire liability, for breach of the foregoing warranty shall be the repair or replacement, at Seller’s option, of the non-conforming Product or part or, if neither is, in Seller’s opinion, commercially feasible, a refund of the purchase price paid for the Product. Defective Products must be returned to Seller’s plant or a designated Seller service center for inspection. Buyer will prepay all freight charges to return any defective or non-conforming Product to Seller’s designated facility, and Seller will deliver the repaired or replacement Products to Buyer freight prepaid. Products returned to Seller for which Seller provides replacement Products hereunder shall become the property of Seller. At Seller’s option, replacement of any Product may be made by substitution of another Product that is substantially similar in form and function. The warranty on repaired or replacement Products furnished pursuant to this warranty shall be limited to the unexpired portion of the Initial Warranty Period or ninety (90) days from the date the Buyer receives the repaired or replaced Products, whichever is longer.

The Initial Warranty Period is product specific and as follows:

1. Echo Series Two (2) years
2. Vertex Series Four (4) years
3. All other pressure sensor products Three (3) years

All other Dynisco products One (1) yearService and Spare Part Warranty: Seller warrants that the Services shall be performed in a professional manner consistent with good industry practices and that all Seller-manufactured parts (including remanufactured parts) supplied in connection with the Services will be free from defects in materials and workmanship in each case for ninety (90) days following the completion of Services. The Buyer should inspect all Services and parts upon completion of Services and notify Seller promptly of any defect or non-conformance. Third-party equipment, components, parts or consumables not manufactured by Seller are warranted, if at all, only by the original manufacturer and only if and to the extent set forth in the original manufacturer’s warranty and Seller will have no warranty liability with respect to such third-party products or failure of any such supplier to perform under its warranty. Seller will, in its sole discretion, reperform or correct any non-conforming Services and repair or replace any defective or failed Seller-manufactured part(s). If Seller, using reasonable efforts, is unable to re-perform the Services or correct the identified defect(s) or non-conformance to Buyer’s reasonable satisfaction, Seller will credit to Buyer the purchase price paid to Seller for any defective part(s) and/or an appropriate portion of the fees paid for the non-conforming portion of the Services. This is Buyer’s sole remedy and Seller’s sole liability for breach of warranty.

EXCEPT FOR THE LIMITED WARRANTY OFFERED IN THIS SECTION AND TO THE EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SELLER DOES NOT WARRANT THAT THE PRODUCT WILL FUNCTION UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRODUCT IS COMPATIBLE WITH OTHER PRODUCTS OR SERVICES.

Seller’s warranty obligations shall not apply to any Products that are normally consumed in operation or have a normal life inherently shorter than the warranty period stated herein. The warranty does not apply to failures caused by misuse, mishandling or misapplication. In the event that any Product is altered or repaired by Buyer or any third party without Seller’s prior written approval, or is damaged, altered, or installed in other assemblies before correction of any nonconformities, all warranties are void. When, under applicable law, implied warranties may not be excluded in their entirety, such warranties will be limited to the duration of the applicable written warranty.

Products, equipment and accessories not manufactured by Seller are warranted only by the original manufacturer and only if and to the extent set forth in the original manufacturer’s warranty as stated on the Product labeling and/or instructions, if applicable.

11. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SELLER OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THE SALE, USE, OR INABILITY TO USE THE PRODUCTS OR SERVICES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF SELLER OR ITS AFFILIATES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED THE ACTUAL PURCHASE PRICE PAID BY BUYER FOR THE PRODUCT OR SERVICE UNDER THE APPLICABLE ORDER FORM.
12. Software Licenses:  If any Product provided by Seller includes or comprises embedded or standalone software (collectively, “Software”), then subject to full payment and Buyer’s compliance with these Terms and Conditions and any associated End User License Agreements, Seller grants to Buyer a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely in connection with the operation of the specific Product with which it was delivered and for Buyer’s internal business purposes.

Buyer shall not, and shall not permit any third party to: (i) modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (ii) use the Software on or with unauthorized hardware; (iii) distribute, lease, lend, sell, license, or sublicense the Software to any third party; or (iv) remove or obscure any proprietary notices on the Software.

The Software is licensed, not sold, and all rights not expressly granted are reserved by Seller and its licensors. Any open-source software included in the Software shall be governed by its applicable license terms.

13. Intellectual Property: Buyer acknowledges and agrees that all intellectual property rights in and to the Products, Software, documentation, designs, specifications, and any related technology or materials provided by Seller (collectively, “Seller IP”) are and shall remain the sole and exclusive property of Seller or its licensors.

Nothing in these Terms and Conditions or any related transaction shall be construed as granting, by implication, estoppel, or otherwise, any license or ownership rights in any Seller IP, except as expressly provided herein. Buyer acquires only the limited right to use the Products and Software in accordance with these Terms and Conditions, and no ownership or other rights are transferred.

14. Indemnities:
    1. 1. By Seller: Subject to the Limitation of Liability below, Seller shall defend and indemnify Buyer against third-party claims alleging that the Products as delivered infringe any U.S. patent, copyright, or trademark, provided Buyer promptly notifies Seller in writing, gives Seller sole control of the defense and settlement, and cooperates fully. Seller shall have no liability for claims arising from (i) Products modified by Buyer or a third party, (ii) use in combination with other products not furnished by Seller, or (iii) compliance with Buyer’s designs or instructions.
    2. 2. By Buyer: Buyer shall indemnify, defend, and hold harmless Seller and its affiliates from any claims, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising out of (i) Buyer’s modification, misuse, or misapplication of the Products; (ii) any export, re-export, or resale of the Products in violation of applicable law; or (iii) integration of the Products into Buyer’s systems or assemblies without Seller’s prior written approval.
15. Compliance with Laws: Buyer is responsible for compliance with any laws, regulations and other legal authorities applicable to the export, transfer, sale or other disposition of the Products. Without limiting the foregoing, Buyer is responsible for compliance with all applicable U.S. export control laws and regulations, and shall not export, re-export, or otherwise transmit, directly or indirectly, any Product, software, technical data, or other materials received from Seller, or information that is the direct product of such information, unless in full compliance with all applicable laws and regulations, including obtaining any required approvals or export licenses. Buyer will comply with any additional policies or restrictions applicable to the sale, disposition or use of the Products, as Seller may advise.

Finance Charges and Collection Expenses. Any amounts due to Seller that are not paid on the due date therefor shall bear interest, from the date due until paid in full, at a rate equal to the lower of one and one-half percent (1.5%) per month or the highest legal rate, compounded monthly. If Seller deems it necessary to refer an account to an agent or attorney for collection, all costs and expenses of collection (including, without limitation, reasonable attorney fees) will be charged to Buyer’s account and will accrue interest at the rate stated above. Seller may setoff against any sum otherwise due from Seller to Buyer or its affiliates any sums or amounts then due from Buyer and its affiliates to Seller and its affiliates.

These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.” See EAR § 758.6.

Applicable to sales and distribution originating within the European union. The Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or Belarus or for use in the Russian Federation or Belarus any products supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014. The Buyer shall undertake its best efforts, including setting up and maintaining adequate monitoring mechanisms for detection, to ensure that the purpose of this Section is not frustrated by any third parties further down the commercial chain, including by possible resellers. This Section is an essential element of this Agreement for any orders originating from the European Union and any violations shall constitute a material breach for which Seller shall be entitled to seek appropriate remedies, including, but not limited to: (i) termination of this Agreement and (ii) a penalty of 10% of the total value of this Agreement or the price of the goods exported, whichever is higher. The Buyer shall immediately inform the Seller about any problems in complying with this Section, including any relevant activities by third parties that could frustrate its purpose. The Buyer shall make available to the Seller information concerning compliance with the obligations of this Section within two (2) weeks of such request from Seller.

16. Governing Law: Except as otherwise provided herein, these Terms and Conditions, and any disputes which may arise out of deliveries from Seller to Buyer or any other transactions or agreements to which these Terms and Conditions apply, shall in all respects be governed by and interpreted, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice of law or conflict of law provision that would cause the application of the laws of any other jurisdiction. Buyer consents to the jurisdiction of any court located in the Commonwealth of Massachusetts with respect to any legal action or proceeding arising out of the sale of Products, or seeking to enforce any provision of, or based on any right arising out of, these Terms and Conditions, and Buyer waives any objection to venue laid therein. For sales by Dynisco Europe GmbH or any Seller affiliate located in the European Union, these Terms and Conditions shall be governed and construed in accordance with the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CIGS).
17. Miscellaneous: The rights and remedies of Seller herein are cumulative and are in addition to all other rights and remedies available at law or in equity. Any failure to enforce any provision of these Terms and Conditions shall not be construed as a waiver of such provision or any other provision nor of the right to enforce such provisions. The invalidity, in whole or in part, of any provision hereof shall not affect the remainder of the provisions. Any waiver or renunciation of a claim or right arising out of breach must be in writing and signed by the injured party. Headings to the paragraphs of these Terms and Conditions are for convenience only, and shall not be used in the interpretation hereof. No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless made in writing and signed by both parties.
18. These Terms and Conditions have been prepared in English and may be translated into other languages for convenience. In the event of any inconsistency between the English version and a translated version, the English language shall prevail.

 

ISO REGISTRATION/ A2LA ACCREDITATION

 

Dynisco Instruments is registered to ISO9001:2015- Certificate Number FM23475 Dynisco

 

Europe GmbH is registered to ISO9001:2015- Certificate Number 91215690/1

 

Quality Manual available upon request

 

Dynisco is accredited by A2LA to ISO 17025 – Certificate Number 3910.01

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Dynisco Terms and Conditions Rev 2026-01