GENERAL TERMS & CONDITIONS
Effective Date: February 16, 2026
These General Terms & Conditions (“Terms”) govern all quotations, sales, supply transactions, and commercial dealings between AXIS GROUP LLC (“Seller”) and any purchaser (“Buyer”). By issuing a purchase order, accepting a quotation, or engaging in commercial transactions with Seller, Buyer agrees to be bound by these Terms.
1. Scope of Application
These Terms apply to all quotations, acknowledgments, purchase orders, invoices, and supply transactions unless superseded by a separately executed written agreement signed by both parties. In the event of conflict, a signed written supply agreement shall prevail.
2. Quotations and Orders
All quotations are non-binding and subject to written confirmation. Quotations are valid only for the period stated therein. All orders are subject to Seller’s written acceptance. Seller reserves the right to reject any order in whole or in part.
3. Pricing
Prices are subject to change prior to written order confirmation. Pricing may be adjusted due to supplier cost changes, currency fluctuations, freight variations, tariffs, duties, or force majeure events. Unless otherwise stated, prices exclude taxes, duties, shipping, insurance, and handling. Buyer is responsible for all applicable taxes.
4. Lead Times and Availability
All lead times are estimates only and are subject to supplier confirmation and production capacity. Seller shall not be liable for delays caused by manufacturers, logistics providers, customs authorities, or other third parties. Estimated delivery dates are not guaranteed.
5. Made-to-Order and Non-Cancelable Items
Products sourced on a made-to-order, special-order, or supplier-confirmed basis may be non-cancelable and non-returnable (NCNR). Cancellation requests are subject to supplier approval and may incur charges.
6. Shipment and Risk of Loss
Unless otherwise agreed in writing, shipment terms are EXW (Ex Works) or FOB shipping point. Title and risk of loss transfer to Buyer upon delivery to carrier. Seller shall not be responsible for loss, damage, or delay occurring after transfer to carrier.
7. Inspection and Claims
Buyer shall inspect goods upon receipt. Any claims for shortages, visible damage, or nonconformity must be submitted in writing within five (5) business days of delivery. Failure to provide timely notice constitutes acceptance of goods.
8. Returns and RMA
Returns require prior written authorization (RMA). Unauthorized returns will not be accepted. Return eligibility is subject to supplier approval and may include restocking fees. Custom, special-order, or NCNR items are not returnable.
9. Warranties
Seller provides no independent warranty. Products are supplied subject solely to the original manufacturer’s warranty, if any. Seller disclaims all express and implied warranties, including merchantability and fitness for a particular purpose.
10. Technical Responsibility
Buyer is solely responsible for verifying specifications, compatibility, regulatory compliance, and application suitability. Seller does not provide engineering services, installation, compliance certification, or system design validation.
11. Limitation of Liability
To the fullest extent permitted by law, Seller shall not be liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to production downtime, loss of profits, loss of contracts, or business interruption. Seller’s total aggregate liability arising from any transaction shall not exceed the lesser of $10,000 USD or the amount paid for the specific products giving rise to the claim.
12. Indemnification
Buyer agrees to indemnify, defend, and hold harmless Seller from any claims, liabilities, damages, costs, or expenses (including attorneys’ fees) arising from improper installation, misuse, modification, integration into systems, regulatory violations, or negligence by Buyer or third parties.
13. Force Majeure
Seller shall not be liable for delay or failure to perform due to causes beyond reasonable control, including but not limited to supplier delays, raw material shortages, transportation interruptions, labor disputes, governmental restrictions, tariffs, natural disasters, pandemics, or acts of war.
14. Payment Terms
Payment terms shall be as stated in Seller’s written quotation or invoice. Late payments may incur interest at 1.5% per month or the maximum permitted by law, whichever is lower. Seller reserves the right to suspend performance for overdue accounts.
15. Compliance with Laws
Buyer is responsible for compliance with all applicable laws, regulations, export controls, and industry standards relating to use, resale, or installation of products.
16. Export and Trade Compliance
Products may be subject to U.S. export laws and regulations. Buyer agrees to comply with all applicable export control laws and shall not re-export products in violation of such laws.
17. Arbitration and Waiver of Jury Trial
Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration in Massachusetts. The parties waive the right to trial by jury and agree that disputes shall not be brought as class actions.
18. Governing Law
These Terms shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles.
19. Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
20. Assignment
Seller may assign its rights or obligations without restriction. Buyer may not assign without prior written consent.
21. Entire Agreement
These Terms, together with any written quotation or executed agreement, constitute the entire agreement between the parties regarding the transaction.
AXIS GROUP LLC
West Roxbury, Massachusetts
United States