Quantec Standard Terms and Conditions

These Terms and Conditions (“Terms”) apply to all products, services, and solutions (collectively, “Offerings”) provided by Quantec to its customers. By placing an order with Quantec, the Customer agrees to the Terms outlined below.

1. Definitions

1.1 Products: Any hardware, software, cloud service, or other goods offered, sold, or licensed by Quantec to the Customer.

1.2 Professional Services: Technical and consulting services provided by Quantec, including but not limited to implementation, configuration, and support activities, as detailed in any associated Statement of Work (SOW) or Sales Quote.

1.3 Subscription Services: Third-party subscription services provided through Quantec, including cloud-based solutions and managed services, governed by third-party subscription terms.

2. Acceptance of Orders

2.1 All Customer orders are subject to acceptance by Quantec at its principal place of business. Acceptance occurs upon Quantec’s written confirmation or commencement of work.

2.2 Modifications to an order must be agreed to in writing by authorized representatives from both parties, and any additional costs or fees incurred from the changes shall be billed to the Customer.

3. Prices and Taxes

3.1 Prices quoted by Quantec are exclusive of all taxes, duties, and charges. Customers are responsible for applicable sales, use, VAT, and similar taxes unless a valid exemption certificate is provided.

3.2 Price quotes are valid for thirty (30) days from issuance, after which Quantec reserves the right to adjust pricing.

4. Payment Terms

4.1 Unless otherwise specified in the Sales Quote or Invoice, payment is due net thirty (30) days from the date of invoice.

4.2 Delinquent balances are subject to interest at the lesser of 1.5% per month or the maximum rate allowed by law. Payments are first applied to interest, then to the principal amount.

5. Credit Authorization

5.1 Quantec reserves the right to request credit information from the Customer and may suspend performance if satisfactory credit terms are not maintained.

5.2 Quantec may request and obtain consumer or business credit reports on the Customer, to assess creditworthiness.

6. Risk of Loss

6.1 Risk of loss for Products passes to the Customer upon transfer of the Products to the carrier at Quantec’s facility or supplier location, regardless of who pays for shipping.

6.2 Customer is responsible for filing claims with the carrier for any damages incurred during shipment.

7. License and Ownership

7.1 Ownership and title of Products sold by Quantec pass to the Customer upon full payment, unless otherwise specified by the product manufacturer.

7.2 Quantec retains all rights to proprietary methods, software, and data developed in the course of providing Professional Services. Customer receives a limited, non-transferable license to use deliverables solely for the purposes of operating the Products.

8. Confidentiality

8.1 Both Quantec and the Customer agree to maintain the confidentiality of each other’s proprietary information, using the same level of care as for their own confidential information, but not less than reasonable care.

8.2 Confidentiality obligations do not apply to information that is: (a) publicly available; (b) disclosed by a third party without breach of confidentiality; or (c) independently developed without use of the other party’s confidential information.

9. Limited Warranty and Disclaimer

9.1 Products: Quantec transfers applicable manufacturer warranties for Products to the Customer upon sale. Quantec disclaims all other warranties on third-party Products.

9.2 Professional Services: Quantec warrants that Professional Services will be performed in a professional and competent manner.

9.3 Subscription Services: Subscription Services are provided by third parties and are subject to the applicable third-party terms. Quantec disclaims all warranties for Subscription Services.

9.4 Disclaimer: Except as specified herein, Quantec makes no other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

10. Limitation of Liability

10.1 Quantec’s total liability under these Terms is limited to the purchase price of the Products or Professional Services.

10.2 Quantec is not liable for any consequential, indirect, or incidental damages arising from the use of Products, Services, or Subscription Services, including but not limited to lost profits, data loss, or procurement of substitute goods or services.

10.3 Quantec disclaims all liability related to third-party Subscription Services. Customer waives and releases Quantec from any liability arising from such services.

11. Non-Solicitation of Employees

11.1 Customer agrees not to solicit or hire Quantec employees or independent contractors who have provided Professional Services, for a period of one (1) year after completion of services, unless prior written approval is obtained from Quantec.

12. Inspection and Acceptance

12.1 Customer has fourteen (14) days from delivery of Products or completion of Professional Services to inspect and accept the goods or services. Failure to provide written notice of non-acceptance within this period constitutes acceptance.

12.2 Upon valid rejection, Quantec will replace or repair defective Products or Services within a reasonable time.

13. Cancellation and Restocking Fees

13.1 Customer cancellations or reschedules of orders may incur restocking fees or other charges as assessed by Quantec. Quantec reserves the right to bill Customer for these additional costs.

13.2 Subscription Services are non-cancelable and the Customer is liable for the subscription term charges, regardless of termination reasons.

14. Force Majeure

14.1 Quantec is not liable for delays or failure to perform due to causes beyond its control, including natural disasters, acts of war, regulatory intervention, or labor disruptions.

14.2 In such cases, Quantec will use reasonable efforts to resume performance and minimize delays. Payment obligations remain unaffected.

15. Indemnification

15.1 Customer agrees to indemnify and hold Quantec harmless from claims, damages, or expenses arising from Customer’s use or misuse of Products, Professional Services, or Subscription Services, and from any Customer breach of these Terms.

15.2 Quantec agrees to indemnify the Customer for claims arising from Quantec’s gross negligence or willful misconduct in delivering Professional Services.

16. Governing Law and Jurisdiction

16.1 These Terms and any associated Orders are governed by the laws of the State of California. The parties consent to the exclusive jurisdiction of California courts for dispute resolution.

17. Entire Agreement

17.1 These Terms, along with any Orders or Statements of Work, constitute the entire agreement between Quantec and Customer, superseding all prior discussions and agreements.

17.2 Any conflicting Customer terms and conditions, whether stated on a purchase order or other document, are null and void unless accepted by Quantec in writing.

18. Notices

18.1 Notices required under these Terms shall be in writing and delivered to the principal address of each party as specified on the Order.

19. Attorney Fees

19.1 In the event of a dispute arising from these Terms, the prevailing party is entitled to reasonable attorney fees, costs, and necessary disbursements in addition to any other relief.

20. Assignment

20.1 Neither party may assign rights or benefits under these Terms without the prior written consent of the other party. Any prohibited assignment is null and void.