Sidus Solutions’ Standard Terms and Conditions are included with all Sales Orders.

Sidus Solutions’ Terms and Conditions are subject to change.

1. Applicability: These Terms and Conditions are an essential part of the offer to sell equipment or services by Sidus Solutions, LLC (hereinafter referred to as “Sidus Solutions” or “Seller”). Such offer to sell is expressly conditioned upon the acceptance of these Terms and Conditions by the purchaser (hereinafter referred to as the “Buyer”) of such equipment or services. The Terms and Conditions of any sale of equipment or services under any agreement resulting from the acceptance by Buyer of such offer are expressly limited to these Terms and Conditions; and any additional or inconsistent terms and conditions on Buyer’s written expression of acceptance, purchase order, or any other document issued by Buyer, are rejected by Sidus Solutions and shall not apply to such sale.
2. Work for Hire: Seller expressly acknowledges and agrees that any and all deliverables under this Agreement shall be considered, under this contract, to be “works for hire,” meaning that the works will have been created by Seller on behalf of Buyer. However, Seller hereby expressly retains all of the property rights in such works, pending receipt of full payment for its services, as set forth in the Invoice, Contract or Addendum. Once Buyer is in receipt the deliverables and Seller in receipt of the full payment therefore, the property ownership rights in those works will transfer from Seller to the Buyer. If Seller is not paid in full for its services, Seller will maintain legal ownership of and the associated legal rights to all such works.
3. Acceptance of Offer: Buyer may accept Sidus Solutions’ offer to sell equipment or services to which these Terms and Conditions are attached in any written form, including, but not limited to, telegraphic or facsimile communications, which specifically refer to Sidus Solutions’ offer. Any such acceptance of Sidus Solutions offer shall result in an agreement (hereinafter referred to as the “Agreement”) of sale of the equipment or services specified in the offer; and any such acceptance is subject to the provisions of Section 1 hereof.
4. Delivery: Delivery of all equipment purchased pursuant to the Agreement shall be F.O.B. Sidus Solutions’ plant in San Diego, unless different delivery terms are agreed upon by the applicable parties as a part of the Agreement. Sidus Solutions shall prepare all equipment for shipment and deliver it to a local common carrier specified by Buyer for shipment to such location as Buyer shall designate. Insurance for equipment shipped to buyer shall be at buyer’s expense.
5. Acceptance of Equipment: Buyer, or any user receiving shipment on behalf of Buyer, shall inspect all equipment immediately upon receipt. If Buyer does not notify Sidus Solutions in writing within thirty (30) days of delivery of any defect, shortage, or other failure to conform to the terms of the Agreement, the equipment shipped shall be deemed to have fulfilled the terms of the Agreement and to have been accepted by Buyer as delivered.
6. Payments: Payment terms are cash on delivery for orders up to $5,000. Amounts over $5,000 require advance deposits. Net thirty (30) day terms may be granted to established accounts at the discretion of Sidus Solutions. Sidus Solutions will charge 1½ percent interest per month (18 percent per annum) on all balances not paid within the designated terms. A thirty (30) percent cash deposit will be required on all custom or special orders.
7. Order Cancellation Policy: All orders are automatically processed as soon as they are placed. During this process we incur irreversible fees. Therefore, while we understand that orders might need to be changed sometimes, we are unable to do it free of charge after a certain point. We strictly adhere to the following cancellation policy:
   • If you cancel your order BEFORE it has been shipped, you will be assessed a 10% cancellation fee before credit is issued.
   • If you cancel your order AFTER it has been shipped, please follow our Return Policies & Procedures. The cancellation will have to be treated as a Return with all applicable fees.
   • Orders which are REFUSED AT DELIVERY will be assessed all of the applicable fees listed above – including restocking, cancellation and other applicable fees.
8. Warranty:
   1. General Warranty: Sidus Solutions warrants that all equipment sold pursuant to the Agreement is free from defects in material or workmanship at the time of delivery. If Sidus Solutions receives written notice of any such defect within twelve (12) months of shipment, and if the defect is not the result of improper usage, service, maintenance, or installation by someone other than Sidus Solutions or its authorized representative, and the equipment has not been damaged or abused after delivery nor altered or modified by anyone other than an authorized employee or representative of Sidus Solutions, Sidus Solutions shall replace or repair (at its sole option) the defective parts of equipment in accordance with the following:
      (i) (1) Any such defective part or parts may be returned prepaid by Buyer to Sidus Solutions’ plant (or to any other repair facility designated by Sidus Solutions); (2) if Sidus Solutions, in its sole discretion, determines upon examination that the part or parts returned contain a defect in material or workmanship covered by this warranty, Sidus Solutions shall repair or replace the part or parts at its expense, return ship such system, and bill Buyer for the cost of transportation of the repaired or replaced parts, (3) If Sidus Solutions determines upon examination that there is a defect in the part or parts returned, but the defect is not covered by this warranty, Sidus Solutions shall notify Buyer of the cost incurred to diagnose the defect and of the estimated cost of correcting the defect and, if requested to do so by Buyer, will correct such defect at Buyer’s expense by repair or replacement, return ship such part or parts to Buyer, and bill Buyer for the cost of transportation, diagnosis, and repair or replacement, (4) If Buyer does not request Sidus Solutions to repair or replace such defect, Sidus Solutions shall return the part or parts to Buyer and bill Buyer for the cost of transportation and diagnosis.
      (ii) Sidus Solutions warrants that any repairs performed pursuant to this agreement shall be free from defects in material and workmanship for a period of ninety (90) days from the date of shipment. In accordance with the terms of (i) above, Sidus Solutions shall correct such defect at its expense and return ship such parts and/or equipment to Buyer. Buyer shall be responsible for all transportation costs related to such repair.
   2. Consequential Damages: SIDUS SOLUTIONS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED AS A RESULT OF ANY DEFECT IN ANY EQUIPMENT SOLD HEREUNDER, and Sidus Solutions’ liability is specifically limited to its obligation described herein to repair or replace a defective part or parts covered by this warranty.
   3. Exclusive Warranty: The warranty set forth herein is the only warranty, oral or written, made by Sidus Solutions, and is in lieu of and replaces all other warranties, express or implied, including the warranty of merchant ability and the warranty of fitness for a particular purpose.
   4. Inspection: Seller may inspect any of the equipment furnished hereunder at any time during the warranty period.
9. Return Policies & Procedures: Seller reserves the right to charge at its sole discretion a restocking fee. The restocking fee and any applicable taxes will be deducted from any amounts credited to you in connection with your product return. To expedite parts returned for repair or credit, please call Seller at (619) 275-5533 to obtain an authorization number (CA number if returned for credit and RA number if returned for repair) and designated return location. All items being returned for credit and restocking are subject to inspection and must be return in unopened original packing. Additional fees may be charged when there are missing components, packaging is incomplete or missing, or when there is evidence of user damage or excessive use. Goods returned for repair or credit should be clearly identified with the assigned CA or RA number and all freight must be prepaid. All standard merchandise returned for credit within 30 days of delivery may be subject to a 25 – 30% percent restocking and refurbishing charge. There is no return of custom build merchandise. In cases where the return is outside of the return period, additional charges can be assessed to the return. We reserve the right to refuse or return any package that does not comply with our Merchandise Return Policy.
10. Liability: Notwithstanding any other provision of the Agreement, Sidus Solutions shall not be liable for any loss, damage, or liability incurred by Buyer or by any user of the equipment, documentation (whether certified or not), or services furnished by Sidus Solutions arising out of the use of such equipment, documentation, or services, whether due to the negligence of Sidus Solutions or otherwise. Sidus Solutions shall in no event be liable for incidental or consequential damages for any failure or delay in furnishing equipment, documentation, or services, or occasioned by the use, malfunction, or failure of any equipment, documentation, or service furnished by Sidus Solutions. Sidus Solutions liability for any defect or malfunction in any equipment or services rendered shall be limited exclusively to repair or replacement of equipment as provided by Section 6 herein.
11. Patents: Sidus Solutions shall, at its own expense, defend any suits that may be instituted against the Buyer for alleged infringement of United States patents relating to equipment which Sidus Solutions manufactures and which is sold pursuant to the Agreement, provided such alleged infringement consists only in the use of such equipment itself and not as a part of any combination with other devices and parts, and provided the Buyer gives Sidus Solutions immediate notice in writing of any alleged infringement and of the institution of any such suit and permits Sidus Solutions, through its counsel, to answer the allegation of infringement and to defend such suit, and provided the Buyer gives all information, assistance, and authority required to enable Sidus Solutions to so answer and defend. In case of a final award of damages in any suit Sidus Solutions defends pursuant to this Section 8, Sidus Solutions will pay such award, provided, however, that Sidus Solutions shall not be responsible for any settlement compromise made without its written consent.
12. Taxes: No provision has been made in the price under the Agreement for taxes, tariff, duties, or imposts of any kind. The amount of any and all present or future taxes or other charges by any government upon the production, shipment, installation, or sale of the equipment or services sold under the Agreement, including sales, use, occupation, or possessor taxes, or export or import tariffs or duties, shall be added to the price and paid by the Buyer; or, in lieu thereof, the Buyer shall, prior to shipment, furnish Sidus Solutions with tax-exemption certificates acceptable to the taxing authorities.
13. Proprietary Information: All information, written or oral, provided by Sidus Solutions to Buyer relating to the equipment sold or services furnished pursuant to the Agreement is proprietary to Sidus Solutions whether so marked or not, and shall not be reproduced or duplicated by Buyer without the prior written consent of Sidus Solutions. Buyer shall prevent the disclosure of any such information to any third party, and shall disclose such information only to those employees of Buyer whose function necessitates their knowledge of such information.
14. Governing Law: The Agreement is governed in its interpretation, performance, and enforcement by the laws of California.
15. Force Majeure: Any delay by Sidus Solutions in furnishing equipment or services pursuant to the Agreement or in performing any of its obligations there under shall be excused and shall not allow the Buyer to terminate the Agreement, nor to delay payment or performance, not to take any other contractual action, including imposition of liquidated or actual damages, if such failure to perform arises out of causes beyond the control of Sidus Solutions. Such causes include, but are not limited to, acts of God or of the public enemy, acts of any foreign or domestic government body in either the sovereign or contractual capacity, war, fires, earthquakes, floods, epidemics, labor disturbances, strikes, freight embargoes, severe weather, mobilization or military call-up, confiscation, revolt or riot, or delays or defaults of subcontractors. In the event of a delay as described in this Section 12, an appropriate adjustment of the delivery schedule set forth in the Agreement shall be made. In the event the delay described continues for a period of six (6) months or more, Sidus Solutions may terminate this Agreement without further liability to Sidus Solutions.
16. Installation: Unless otherwise provided in this Agreement, installation of any equipment purchased hereunder shall be the responsibility of Buyer. However, Sidus Solutions shall, on request, provide a qualified engineer to supervise the assembly, installation, and final testing or adjustment of such equipment. All time actually spent on such work, and in transit to and from such work, shall be provided at Sidus Solutions’ then daily rates in the base area from which such Sidus Solutions engineer operates. Buyer shall also pay for all expenses of such engineer, including transportation, room, board, and other travel expenses, as well as, consumable materials used during the course of installation which are outside the scope of contracted deliverables. Such materials shall be invoiced at cost plus ten percent.
17. Field Service: Unless otherwise agreed in writing, Seller will provide field service to Buyer under the following terms:
    • Labor & Travel Time rates are “portal to portal” and based on individual days.
    • All related expenses are billed at cost plus 15%.
    • Airlines tickets requiring greater than eight (8) hours travel time are booked in business class or as required to accommodate Buyer’s schedule.
    • Consumable materials used during the course of field service performance, which are outside the scope of contracted deliverables, shall be invoiced at cost plus ten percent.
    • Field service charges are invoiced on a weekly basis, with travel and expenses invoiced as soon as data is available.
18. Buyer’s Default: In the event Buyer fails to perform any of its obligations under the Agreement, or advises Sidus Solutions of its intention not to perform any of such obligations, or otherwise appears unable to so perform, Sidus Solutions may give Buyer written notice of default. If, within ten (10) days of receipt of such notice, Buyer has not corrected such failure to perform or has not otherwise given Sidus Solutions adequate assurance of performance, Sidus Solutions may, in its sole discretion, declare the Agreement terminated, stop all further performance, and elect either of the following remedies:
    1. Hold Buyer liable for (i) all costs committed or incurred by Sidus Solutions up to the date of termination, (ii) all costs incurred by Sidus Solutions in connection with or as a result of such termination, (iii) the profit which Sidus Solutions would have realized on completion of performance (such profit shall be calculated from actual costs incurred plus Sidus Solutions’ estimated cost to complete its performance of the Agreement; if such computation results in a projected loss, zero profit shall be assumed and no reduction of the sums set forth in (i), (ii), and (iii) shall be made), and (iv) all fees and expenses, including reasonable attorney’s fees, incurred by Sidus Solutions in the collection of this amount. Buyer, upon payment of the assessments set forth above, shall be entitled to possession of any hardware items which are complete on the date of such termination. All incomplete hardware and all data and software shall remain the property of Sidus Solutions.
    2. Retain all equipment, data and software manufactured as of the date of termination. In such event, Sidus Solutions’ damages will be difficult or impossible to determine, and in lieu of any actual damages, Buyer shall pay to Sidus Solutions, as liquidated damages and not as a penalty, a sum equal to ten percent (10%) of the total contract price, plus any and all fees and expenses, including attorney’s fees, incurred by Sidus Solutions in the collection of such sum.
       Nothing in the Agreement or in this Section 15 shall be construed as limiting Sidus Solutions’ remedies for breach, and Sidus Solutions may, in addition to the remedies set forth in this Section 15, exercise any and all rights and pursue any and all remedies available under applicable law.
19. Assignment: Buyer shall not assign the Agreement or any rights under the Agreement without the prior written consent of Sidus Solutions, and no purported assignment by Buyer shall be binding on Sidus Solutions without such consent.
20. Publicity: Buyer shall not make or authorize any news release, advertisement, or other disclosure using Sidus Solutions’ name without Sidus Solutions’ prior written approval.
21. Separability: If any portion of the Agreement is found by any court or other judicial or administrative authority to be unenforceable or otherwise void, the remaining provisions of the Agreement shall not be affected thereby, and shall remain in full force and effect.
22. Waiver: The failure of Sidus Solutions to insist on the performance of any obligation of Buyer hereunder shall not be construed as a waiver by Sidus Solutions of such obligation or any other obligation of Buyer hereunder, and the same shall remain an obligation of Buyer.
23. Covenant Not to Solicit Employees for Employment: Under no circumstances, shall the Buyer attempt to solicit for employment, any employee of the Seller, on a part-time or full-time basis. Seller’s employees have been instructed to immediately report any attempt of such solicitation by the Buyer. This covenant not to solicit employees for employment shall be in effect for a period of 180 (one hundred eighty) days following completion of said contract.
24. Complete Agreement: The Agreement shall constitute the entire understanding of the applicable parties as to the subject matter thereof and replaces and supersedes all prior or contemporaneous agreements, written or oral, as to such subject matter. No addition to or modification of the Agreement or of these Terms and Conditions shall be binding upon Sidus Solutions unless in writing and signed by an authorized representative of Sidus Solutions.
25. Headings: The headings to the foregoing paragraphs are for convenience or reference only and do not form a part of the Agreement and shall not in any way affect the interpretation thereof.