Terms & Conditions


By purchasing from Aptos Solar Technology LLC, its affiliates, or assigns (“Seller”), each customer
(“Customer”) agrees to the following terms and conditions of sale (these “Terms and conditions of Sale”):


All sales by Seller to Customer of goods, services, materials, products, and other tangible or intangible items (“Materials”) shall be made only upon these Terms and Conditions of Sale. Notwithstanding anything herein to the contrary, any conflicting terms in a written contract signed by both parties or purchase order accepted in writing by Seller shall prevail these Terms and Conditions of Sale. Seller objects to any additions, exceptions, or alterations to these Terms and Conditions of Sale, whether in printed form, online, or elsewhere. Seller’s failure to object to any terms received from Customer does not waive Seller’s objection. Changes to these terms must be agreed upon in writing by a duly authorized representative of Seller. Seller reserves the right to assign the order, its rights, or delegate its performance in whole or in part hereunder. Customer, however, shall not assign its rights or duties hereunder without the express prior written consent of Seller. These Terms and Conditions of Sale shall constitute the entire agreement of the parties and no prior or subsequent discussions, negotiations or agreements shall be used to construe its terms, unless written and signed by both parties.


Prices and transfer of title are subject to “DDP” under Incoterms 2020 unless noted otherwise on a written contract signed by both parties or a purchase order accepted in writing by Seller. Prices are subject to change without notice and exclude taxes, duties, and charges imposed by any Governmental Authority. Seller may amend pricing to correct errors. Customs, duties, and taxes shall be the responsibility of Customer.


Delivery to Customer occurs when Materials are delivered to Customer, the carrier, or Customer’s agent at Seller’s warehouse, whichever occurs first. Delivery dates are estimates only and time is expressly not of the essence. Late or partial delivery does not entitle Customer to cancel its order. Seller shall not be liable for any damage or injury arising from a delay in delivery. In the event of delivery by instalment, Customer may not treat the delivery of faulty Materials in any one instalment as a repudiation of the entire agreement. If Customer changes shipping date 5 days or less prior to the scheduled delivery date, a chargeback of $500 may be assessed to Customer. Unless agreed to in writing by both parties, no order can be rescheduled 30 days later than the original requested delivery date. All such orders shall be deemed cancelled and subject to order cancelation fees as noted in Section 9. Any liability of Seller for non-delivery of Materials shall be limited to replacing the Materials within a reasonable time or adjusting the invoice respecting such Materials to reflect the actual quantity delivered.


Any and all special requests, including but not limited to, the processing, delivery, pricing, terms, packaging, or any other special request, outside of normal Seller practices, including Minimum Order Quantities (MOQ), must be noted on the corresponding purchase order, and accepted in writing by Seller.


Customer shall inspect the packaging within three (3) days of the delivery date to determine if the correct Materials were shipped and if the Materials were received in good condition. Unless Customer notifies Seller within such 3 days specifying any obvious damage or defect or other objection to Materials, it shall be conclusively deemed, as between Customer and Seller that Customer has fully inspected and acknowledges that the Materials are free from defects or damage and comply with the purchase order. If Customer timely notifies Seller of any Nonconforming Materials, Seller shall, in its sole discretion, replace such Nonconforming Materials with conforming Materials, or credit or refund the Price for such Nonconforming Materials, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Customer shall ship, at its expense and risk of loss, the Nonconforming Materials to Seller’s facility. If Seller exercises its option to replace Nonconforming Materials, Seller shall, after receiving Customer’s shipment of Nonconforming Materials, ship to Customer, at Customer’s expense and risk of loss, the replaced Materials.


Seller warrants to Customer that such Materials will materially conform to Seller’s published specifications in effect as of the date of manufacture and will repair or replace such Materials per Seller’s published Limited Warranty.


Each party agrees to indemnify, defend and hold harmless the other party and its affiliates, officers, shareholders, members, employees, consultants and advisors (collectively, the “indemnified parties”) from and against any and all claims, losses or damages incurred or suffered by any indemnified party for any violation of any applicable law or permit to be complied with by such party; or injury to or death of persons and any loss of or physical damage to the property of any indemnified party or any third parties to the extent arising out of or resulting from the gross negligence or wilful misconduct of such party.


No materials may be returned without the express written approval of seller and the receipt of seller’s RMA number. All returns shall be subject to seller’s then current RMA policy and the failure to comply with such shall be reason for rejection of any RMA request. If approved, returns are for credit only, subject to a restocking charge of 15% plus shipping charges. Unless otherwise instructed by seller’s CEO or VP, Operations, materials approved for return must be returned in original packaging within 20 days of seller’s issuance of the RMA number, freight pre-paid, clearly marked with seller’s RMA number and be accompanied with a copy of seller’s invoice. Application of the warranty, if any, shall be determined by seller technical staff after return, inspection and if necessary, an investigation of the claim. Any unauthorized returns shall be returned to customer at customer’s sole cost and expense. seller retainers the right to inspect returned materials up to 14 days after receipt and charge back customer for any damage to product or packaging.


unless otherwise agreed to in writing by both parties. The following schedule is applicable to all cancelled orders:

· Orders cancelled within 60-90 days of scheduled delivery shall incur a 30% penalty.

· Orders cancelled from 30-60 days of scheduled delivery shall incur a 60% penalty.

· Orders within 30 days of scheduled delivery date cannot be cancelled and customer will be subject to pay full purchase price whether possession is taken or not.

Any requests to cancel or reschedule orders within 30 days of the delivery date must be agreed to in writing by seller and may or may not be accepted in seller’s absolute discretion without waiving any of its rights, seller is entitled to recover its costs incurred and profits lost because of customer’s cancellation or rescheduling of an order.


Payments are due on demand and must be paid without offset or deduction. If customer is approved for credit, such payment shall be due no later than 30 days of the date of invoice. Late payments on any amount outstanding for longer than 30 days shall incur the late payment interest of 18% per annum or the maximum rate allowed by law, whichever is lower. if customer fails to timely and properly pay or perform any obligations to seller: (i) customer shall be obligated to pay immediately all other sums, then or thereafter owing by customer to seller; and (ii) seller may stop all shipments of materials to or for the benefit of customer and withhold all performances by seller until all of customer’s failures of performance have been fully cured and rectified to seller’s satisfaction. Customer shall be responsible for all reasonable legal fees, costs and expenses incurred by seller if customer’s late payment results in collection efforts.


Seller shall have a security interest in all materials, and to any proceeds from the disposition of the materials, until all of customer’s obligations have been fully paid and performed. Customer agrees to execute any financial statements or other documents which seller may request to protect seller’s security interest. In addition to the rights and remedies granted by these terms and conditions of sale, seller shall have all rights and remedies of a secured party under the uniform commercial code, which rights shall be cumulative.


Seller shall not be liable for failure or delay in performance due to circumstances beyond its control. seller shall not be liable or responsible to customer, nor be deemed to have defaulted or breached these terms and conditions of sale, for any failure or delay in fulfilling or performing any terms and conditions of sale when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of seller including, without limitation, acts of god, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemic, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.


Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these terms and conditions of sale. customer shall comply with all export and import laws of all countries involved in the sale of the materials under these terms and conditions of sale or any resale of the materials by customer to a third party. Customer assumes all responsibility for shipments of materials requiring any government import clearance. Seller may terminate applicability of these terms and conditions of sale if any governmental authority imposes antidumping or countervailing duties or any other penalties on materials.


All matters arising out of or relating to these Terms and Conditions of Sale 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 (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California. Any litigation or claim arising from, related to or with respect to these Terms and Conditions of Sale shall be exclusively brought to the Superior Court of California located in Orange County, California.

These Terms and Conditions of Sale constitute the entire agreement, and no prior or subsequent discussions shall be used to construe its terms, until and unless agreed in writing and signed by Seller.