Terms and Conditions

Terms and Conditions of Sale

These Terms and Conditions of Sale are entered into as of the last date signed below (the “Effective Date”) between Infrared Cameras Inc., a Texas corporation located at 2105 W Cardinal Drive, Beaumont, TX 77705 (“ICI” or “Seller”) and Buyer. These Terms and Conditions are applicable to the sale of products or services (“Products”) by ICI and its affiliates to Buyer and its affiliates. “Affiliates” means, with respect to either party, any other entity directly or indirectly controlling, controlled by, or under common control with such party. The sale of Products is expressly conditioned upon Buyer’s acceptance of this Agreement.

Controlling Terms

Except as provided below, these Terms and Conditions of Sale, together with Seller’s quotation, and the price, quantity and delivery terms contained in Buyer’s purchase order, shall constitute the entire and exclusive agreement between Seller and Buyer (collectively, this “Agreement”). If Buyer submits any other document that contains terms and conditions which are inconsistent with or in addition to this Agreement, then any such term or condition shall not alter this Agreement unless acknowledged in writing, executed by an authorized representative of Seller.

Internal or Other Use

Buyer represents and warrants that it intends to use the Products for its internal use and is not purchasing the Products with the intent to resell or distribute the Products, unless acknowledged in writing, executed by an authorized representative of Seller.

Purchase Price, Taxes, Payment and Credit

Except as otherwise stated in Seller’s quotation, prices are stated in U.S. dollars. The purchase price includes standard packaging but excludes:

(a) transportation, customs duties, insurance, or other delivery-related costs; and

(b) applicable taxes, which Buyer must pay unless exempt or otherwise agreed.

If Buyer is a Texas resident, 8.25% sales tax applies unless exempt. Full payment is due upon order unless other terms are approved in writing. Late payment may result in order suspension or cancellation.

Delivery

Unless otherwise stated, Products are shipped via FedEx Ground at Buyer’s cost. Delivery is Ex-Works (INCOTERMS 2010) from ICI’s office. Risk and title pass to Buyer at this point. Estimated delivery dates are not guaranteed.

Limited Warranty, Exclusions and Disclaimers

Limited Warranty

Unless superseded by a specific Product warranty, Seller warrants that Products will conform to specifications and be free from material defects for one year from delivery, under proper use and service. The warranty is non-transferable and applies only to unmodified portions. Remedies are limited to repair, replacement, or re-delivery.

Warranty Exclusions and Disclaimers

Seller disclaims all other warranties, including implied warranties of merchantability, fitness for purpose, and non-infringement. The warranty does not cover misuse, modification, improper maintenance, or environmental variables. Thermal imaging Products are intended only for febrile screening, not diagnosis.

Product Returns

If Buyer cancels or rejects a Product after placing an order, a 25% restocking fee applies. If a shipped Product is rejected, Buyer must return it within 10 days at their expense for a refund minus the restocking fee. Return shipping for warranty claims is at Buyer’s cost; return of repaired/replaced Products is at Seller’s cost.

Intellectual Property

Purchase does not convey any IP license beyond use and resale. Buyer may not reverse engineer or develop related products using ICI IP. All updates, enhancements, and software remain Seller’s property. Software is licensed, not sold, and subject to restrictions. Only archival copies may be made. Transfers follow Section 2 terms.

Confidential Information

Confidential Information includes marked documents, oral disclosures identified as confidential, or information reasonably understood to be confidential. Recipient must protect such information, limit disclosure, and notify ICI of any breach. This includes technical, pricing, or prerelease data.

Compliance with Laws

General Obligations

Buyer must comply with all applicable U.S. and foreign laws related to product sale, delivery, and use. Delays in export authorization are not Seller’s liability.

Export, Import and Related Obligations

Buyer must comply with all applicable import/export laws and may not transfer Products to prohibited countries/entities. Local legality does not override U.S. restrictions.

Notification

Buyer must inform ICI of any legal violations. ICI may suspend Buyer for violations.

Authorization and Recordkeeping

ICI will seek U.S. export approval when applicable; Buyer is responsible for other approvals. Records must be kept and made available upon request.

Limitation of Liability

ICI’s total liability is limited to the purchase price paid for the affected Product. ICI is not liable for third-party claims, data loss, indirect damages, or lost profits, even if advised of their possibility.

Other Limits

These limitations apply unless prohibited by law. Buyer agrees these terms reflect a risk allocation and basis for pricing.

General Provisions

Contact Information

Buyer authorizes use of their contact data for product sale, support, and lawful purposes by ICI and its affiliates.

Governing Law

This Agreement is governed by Texas law. Legal actions must be brought in Texas state or federal courts.

Severability

If any term is invalid, the rest of the Agreement remains effective, and the invalid term shall be modified to be enforceable.

Sale or Assignment

Buyer may not assign this Agreement without ICI’s written consent. Transfers of Products to third parties do not convey any rights under this Agreement.

Entire Agreement

This Agreement supersedes all prior agreements regarding the sale of Products between ICI and Buyer.