Terms and Conditions

Version: May, 2026

These Terms and Conditions of Sale (the “Terms”) govern the sale of products, software, and related services (collectively, the “Products”) by SerialTek Corporation, a Delaware corporation having its principal place of business at 1551 S Sunset St Ste A Longmont, CO, USA (“SerialTek”), to the customer identified on the applicable quote, order acknowledgment, or invoice (“Customer”). By issuing a purchase order, accepting delivery, or otherwise using the Products, Customer agrees to be bound by these Terms.

For sales by SerialTek entities other than SerialTek Corporation, please refer to the SerialTek Terms and Conditions of Sale applicable to the relevant region.

1. Definitions

1.1 “Quote” means a written offer for the sale of Products issued by SerialTek to Customer.

1.2 “Order” means a purchase order issued by Customer in response to a Quote.

1.3 “Documentation” means the user manuals, datasheets, and online help made generally available by SerialTek for the Products.

1.4 “Embedded Software” means firmware, microcode, and any software provided in or with the Products, including updates and upgrades.

1.5 “EULA” means the End User License Agreement accompanying or made available with any SerialTek standalone software, software development kit, or downloadable application.

1.6 “Affiliate” means any entity controlling, controlled by, or under common control with a party.

2. Quotes, Orders, and Acceptance

2.1 Quote validity. Unless otherwise stated on the Quote, each Quote is valid for thirty (30) days from issuance and may be modified or withdrawn by SerialTek at any time prior to acceptance.

2.2 Order acceptance. An Order becomes binding only upon issuance by SerialTek of a written order acknowledgment, or upon shipment of the Products, whichever occurs first. SerialTek may accept or reject any Order at its discretion.

2.3 Order of precedence. In the event of conflict between these Terms and any other document, the order of precedence is: (a) any written agreement signed by both parties expressly referencing these Terms; (b) the applicable Quote; (c) these Terms; (d) the Order. Any pre-printed or additional terms on a Customer purchase order or other Customer document are expressly rejected and shall have no effect, even if SerialTek acknowledges the Order. With respect to any SerialTek standalone software, software development kit, or downloadable application, the EULA accompanying or made available with such software controls on matters specific to software use; these Terms control on all other matters, including commercial terms, payment, delivery, hardware warranty, and limitation of liability.

3. Prices, Taxes, and Payment

3.1 Prices. Prices are those stated in the applicable Quote and are exclusive of taxes, duties, shipping, insurance, and similar charges. Prices are firm during the validity period of the Quote.

3.2 Taxes. Customer is responsible for all sales, use, value-added, excise, and similar taxes and duties, other than taxes based on SerialTek’s net income. If Customer claims a tax exemption, Customer shall furnish a valid exemption certificate prior to invoicing.

3.3 Payment terms. Unless otherwise specified on the Quote, payment is due net thirty (30) days from the invoice date, in U.S. dollars, by wire transfer, ACH, or check to the account designated by SerialTek. New customers may be required to prepay or provide acceptable credit references.

3.4 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid in full. Customer shall reimburse SerialTek for reasonable collection costs, including attorneys’ fees.

3.5 Suspension. SerialTek may suspend performance, withhold shipments, or revoke credit if Customer fails to pay any amount when due or becomes insolvent.

3.6 No set-off. Customer shall pay all invoices in full without set-off, counterclaim, or deduction of any kind.

4. Delivery, Title, and Risk of Loss

4.1 Delivery terms. Unless otherwise stated, delivery is FCA SerialTek’ shipping point (Incoterms 2020) or, for domestic U.S. shipments, F.O.B. Origin. Risk of loss passes to Customer upon delivery to the carrier.

4.2 Title. Title to hardware Products passes to Customer upon SerialTek’ receipt of payment in full. Title to Embedded Software does not pass; Embedded Software is licensed under Section 6.

4.3 Delivery dates. Shipping dates are estimates only. SerialTek shall use commercially reasonable efforts to meet stated dates but shall have no liability for delays beyond its reasonable control.

4.4 Inspection. Customer shall inspect Products upon receipt and shall notify SerialTek in writing of any visible damage, shortage, or non-conformity within ten (10) business days of delivery. Failure to provide timely notice constitutes acceptance.

5. Conditions of Use

5.1 Permitted use. Customer is authorized to use the Products solely for its own internal business or professional activities, including testing and development of Customer’s products and services.

5.2 Restrictions. Except to the extent expressly permitted by applicable law, Customer shall not, and shall not permit any third party to: (a) resell, lease, rent, or lend the Products other than as part of a bona fide transfer of all Customer’s rights, with prior written notice to SerialTek; (b) modify, decompile, disassemble, reverse engineer, or attempt to derive source code from the Products or Embedded Software; (c) create derivative works of the Products or Embedded Software; (d) remove, alter, or obscure any proprietary notices or identifiers; or (e) use the Products in any unlawful manner.

5.3 High-risk use. The Products are not designed, certified, or intended for use as critical components in life-support systems, nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, or other applications where failure could reasonably be expected to result in death, personal injury, or severe environmental damage.

6. Embedded Software License

6.1 License grant. Subject to these Terms and payment of all applicable fees, SerialTek grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Embedded Software solely as installed in or provided with the Products, for Customer’s internal business purposes. Use of any SerialTek standalone software, software development kit, or downloadable application is additionally governed by the applicable EULA.

6.2 Updates. SerialTek may, but is not obligated to, provide updates to the Embedded Software. Updates, when provided, are subject to these Terms unless accompanied by a separate license.

6.3 Third-party and open-source components. The Embedded Software may include third-party or open-source software components, which are licensed under their respective terms. Notices and applicable licenses are made available with the Documentation or upon request.

6.4 Reservation of rights. All rights not expressly granted to Customer are reserved by SerialTek and its licensors. No title to or ownership of the Embedded Software or any SerialTek intellectual property is transferred to Customer.

6.5 Transfer of Products; license tied to original Customer. The license granted in this Section 6, together with all rights to maintenance, software updates, software upgrades, bug fixes, and technical support associated with the Products (whether provided free of charge or for a fee), are personal to the original Customer and are non-transferable. Upon any sale, transfer, lease, lending, or other disposition of a Product by the original Customer to a third party, the license and all such associated rights terminate automatically with respect to the transferred Product, unless SerialTek has expressly consented in writing to the transfer of the license to the new owner. Continued use of the Embedded Software, or receipt of updates, upgrades, or support, by any party other than the original Customer is unauthorized and constitutes a material breach of these Terms.

7. Limited Warranty

7.1 Warranty coverage. SerialTek warrants to the original Customer that the Products will be free from defects in materials and workmanship, under normal use and service, for the warranty period set forth in the applicable Product datasheet (the “Warranty Period”). The Warranty Period commences on the date of original shipment from SerialTek.

7.2 Exclusive remedy. SerialTek’s sole obligation, and Customer’s sole and exclusive remedy, under this limited warranty is, at SerialTek’s option, to repair the defective Product, replace it with a new or refurbished functional equivalent, or refund the price paid for the Product. Repaired or replacement Products are warranted for the remainder of the original Warranty Period or ninety (90) days, whichever is longer.

7.3 Exclusions. This limited warranty does not cover damage or non-conformity resulting from: (a) improper installation, accident, abuse, misuse, or neglect; (b) operation outside the Product’s published specifications, including improper electrical supply or abnormal mechanical or environmental conditions; (c) unauthorized opening of the Product enclosure, disassembly, repair, or modification; (d) alteration, obliteration, or removal of original identification or serial numbers; (e) improper handling, packaging, or storage by Customer or its agents; (f) use of the Product in combination with non-approved third-party products or software, where the defect would not have occurred but for such combination; (g) Products sold as used, refurbished, or “as is”; or (h) natural disasters or other events beyond SerialTek’s reasonable control. This limited warranty applies only to the original Customer for as long as the original Customer owns the Product and is non-transferable.

7.4 RMA procedure. To obtain warranty service, Customer shall contact SerialTek at the email or telephone number set forth in the header of this document to request a Return Material Authorization (“RMA”) number. Customer shall ship the Product, freight prepaid and properly packaged, with the RMA number marked on the package, and shall include the model number, serial number, a description of the defect, and proof of original purchase date. Returned Products without an RMA number may be refused.

7.5 Return shipping. SerialTek shall return repaired or replacement Products to Customer at SerialTek’s expense, by ground transportation within the contiguous United States. Expedited shipping or shipping outside the United States is at Customer’s expense.

7.6 Out-of-warranty service. Repair of Products outside warranty coverage, or repair of damage excluded under Section 7.3, will be quoted separately at SerialTek’s then-current rates.

7.7 Title to returned Products. Replaced Products or parts become the property of SerialTek.

8. Disclaimer of Warranties

THE LIMITED WARRANTY SET FORTH IN SECTION 7 IS THE COMPLETE AND EXCLUSIVE WARRANTY FOR THE PRODUCTS AND SUPERSEDES ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER ORAL OR WRITTEN. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7, SERIALTEK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SERIALTEK DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO CUSTOMER IN THEIR ENTIRETY. THIS LIMITED WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERIALTEK OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE PURCHASE, USE, OR INABILITY TO USE THE PRODUCTS, EVEN IF SERIALTEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED.

SERIALTEK’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCTS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO SERIALTEK FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE PRODUCTS ARE NOT AUTHORIZED FOR USE IN LIFE-SUPPORT, AVIATION, NUCLEAR, WEAPONS, OR OTHER HIGH-RISK APPLICATIONS, AND SERIALTEK SHALL NOT BE LIABLE FOR ANY DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE ARISING FROM SUCH USE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO CUSTOMER IN THEIR ENTIRETY.

Time-limited claims. Any cause of action arising out of or relating to these Terms or the Products must be commenced within one (1) year after the cause of action accrues, or be forever barred, except for actions for non-payment, which may be commenced within the period permitted by applicable law.

Aggregate cap with EULA. The exclusions and limitations of liability in this Section 9 apply in the aggregate to all claims arising out of or relating to these Terms, the Products, the Embedded Software, and any SerialTek standalone software (including software licensed under the EULA), and shall not be doubled, stacked, or otherwise increased by reference to multiple agreements between the parties.

10. Intellectual Property and Indemnification

10.1 SerialTek IP. SerialTek and its licensors retain all right, title, and interest in and to the Products, the Embedded Software, the Documentation, and all related intellectual property rights. No license is granted by implication, estoppel, or otherwise except as expressly set forth in these Terms.

10.2 IP indemnification. Subject to the limitations in this Section 10, SerialTek shall defend, at its expense, any third-party claim brought against Customer alleging that a Product, when used as authorized under these Terms, directly infringes a U.S. patent, U.S. registered copyright, or U.S. trademark of such third party (an “IP Claim”), and shall pay damages and costs finally awarded against Customer in such IP Claim or agreed in a settlement approved in writing by SerialTek, provided that Customer (a) promptly notifies SerialTek in writing of the IP Claim, (b) gives SerialTek sole control of the defense and settlement, and (c) provides reasonable cooperation at SerialTek’s expense.

10.3 Remedies. If a Product is, or in SerialTek’s reasonable opinion is likely to become, the subject of an IP Claim, SerialTek may, at its option and expense: (a) procure for Customer the right to continue using the Product; (b) modify the Product so that it becomes non-infringing while retaining substantially equivalent functionality; (c) replace the Product with a non-infringing functional equivalent; or (d) accept return of the Product and refund the price paid, less reasonable depreciation.

10.4 Exclusions. SerialTek has no obligation under this Section 10 for any claim arising from: (a) modification of the Product by anyone other than SerialTek; (b) combination of the Product with products, software, or processes not supplied or approved by SerialTek, where the claim would not have arisen but for such combination; (c) compliance by SerialTek with Customer’s designs, specifications, or instructions; (d) use of the Product after SerialTek has provided modified or replacement Products that would have avoided the claim; or (e) use of the Product outside the scope of these Terms or in violation of applicable law.

10.5 Sole remedy. The provisions of this Section 10 state SerialTek’s sole and exclusive obligation and Customer’s sole and exclusive remedy with respect to any third-party intellectual property claim relating to the Products.

10.6 Customer indemnification. Customer shall defend, indemnify, and hold harmless SerialTek and its Affiliates from and against any claims, damages, and costs arising from (a) Customer’s breach of Section 5 (Conditions of Use), Section 6 (Embedded Software License), Section 11 (Export Control and Trade Compliance), or Section 12 (Anti-Corruption); (b) Customer’s use of the Products in any high-risk application identified in Section 5.3; or (c) Customer’s combination of the Products with third-party products or processes that gives rise to a claim of infringement.

11. Export Control and Trade Compliance

11.1 Compliance. The Products, Embedded Software, and Documentation are subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR), and to the export and trade-sanction laws of other jurisdictions. Customer shall comply with all such laws and regulations in connection with the Products.

11.2 Restrictions. Customer shall not, directly or indirectly, export, re-export, transfer, or release the Products, Embedded Software, or Documentation to any (a) embargoed or sanctioned country or region, (b) party listed on the U.S. Denied Persons, Entity, Specially Designated Nationals, or Unverified Lists, or (c) end use prohibited by applicable law, including any nuclear, chemical, biological, or missile end use, without prior authorization from the relevant government authority and SerialTek.

11.3 Customer representation. Customer represents that it is not located in, and is not a national or resident of, any country to which the U.S. has embargoed goods, and is not on any list of restricted parties maintained by the U.S. Government.

12. Anti-Corruption

Each party shall comply with the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act 2010, and all other applicable anti-corruption laws. Neither party shall offer, give, or accept any payment or benefit, directly or indirectly, that would violate such laws in connection with the Products or these Terms.

13. Confidentiality

13.1 Confidential information. Quotes, pricing, discounts, technical roadmaps, and any non-public information disclosed by SerialTek in connection with these Terms are confidential information of SerialTek. Customer shall use such information solely for purposes of evaluating, purchasing, and using the Products, and shall protect it with at least the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care.

13.2 Exceptions. The obligations in this Section 13 do not apply to information that (a) is or becomes publicly known through no breach of these Terms; (b) was known to Customer free of confidentiality obligations prior to disclosure by SerialTek; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of SerialTek’s confidential information.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, government action, embargoes, epidemics, pandemics, labor disputes, fire, flood, earthquake, transportation or supply-chain disruption, shortages of materials, or failure of utilities or communications networks. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance. If a force-majeure event continues for more than ninety (90) days, either party may terminate the affected Order by written notice.

15. Cancellation

Standard catalog Products may be cancelled by Customer prior to shipment, subject to a cancellation charge equal to fifteen percent (15%) of the cancelled order value. Custom-configured Products, special orders, and non-standard items are non-cancellable and non-returnable.

16. Notices

All notices under these Terms shall be in writing and addressed to SerialTek at the address set forth in the header of this document, or to Customer at the address set forth in the applicable Quote or Order. A copy of any legal notice to SerialTek shall also be sent by email to legal@SerialTek.com. Notices are deemed given upon receipt if delivered by hand, on the date of confirmed delivery if sent by recognized overnight courier, or on the third business day after mailing if sent by prepaid certified or registered mail, return receipt requested.

17. Assignment

Customer may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without SerialTek’s prior written consent, which shall not be unreasonably withheld in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets. Any attempted assignment in violation of this Section is void. SerialTek may assign these Terms to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets without consent. These Terms bind and benefit the parties and their permitted successors and assigns.

18. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

19. Waiver

No waiver of any provision of these Terms is effective unless in writing and signed by the waiving party. No failure or delay by SerialTek to exercise any right shall operate as a waiver of that right.

20. Entire Agreement

These Terms, together with the applicable Quote and order acknowledgment, constitute the entire agreement between the parties with respect to the sale of the Products and supersede all prior or contemporaneous agreements, proposals, or representations on the subject matter, whether written or oral. Modifications to these Terms are effective only if made in writing and signed by an authorized representative of SerialTek.

21. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

22. Dispute Resolution

22.1 Informal resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms by negotiation between authorized representatives within thirty (30) days of written notice.

22.2 Arbitration. Any dispute not resolved under Section 22.1 shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Phoenix, Arizona. Judgment on the award may be entered in any court of competent jurisdiction.

22.3 Equitable relief. Notwithstanding Section 22.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information, or to enforce payment obligations.

22.4 Class action waiver. The parties agree that all disputes shall be resolved on an individual basis and waive any right to participate in a class, collective, or representative action.

23. Survival

The provisions that by their nature are intended to survive termination, including Sections 3 (Prices, Taxes, and Payment), 5 (Conditions of Use), 6 (Embedded Software License, including transfer restrictions in Section 6.5), 7 (Limited Warranty), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Intellectual Property and Indemnification), 11 (Export Control and Trade Compliance), 12 (Anti-Corruption), 13 (Confidentiality), 16 (Notices), 17 (Assignment), 18 (Severability), 21 (Governing Law), 22 (Dispute Resolution), and this Section 23, shall survive any expiration or termination of the relationship between the parties.

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