Scope
These Terms and Conditions of Sale apply to all products, services, studies, laboratory work, technical documents, prototypes, reports, software tools and professional services provided by XALPES LLC.
Seller
XALPES LLC
File Number 0806424732 — Texas
Registered office: 5900 Balcones Drive, STE 100, Austin, TX 79731, U.S.A.
Correspondence address: 7710 N FM 620 BLDG 13-D, Austin, TX 78726, United States.
Professional customers
XALPES LLC operates primarily with professional customers, companies, laboratories, industrial partners, institutions and qualified buyers.
Orders
Any order, quotation approval, purchase order, written confirmation or payment implies acceptance of these Terms and Conditions of Sale, unless otherwise agreed in writing by XALPES LLC.
Prices
Prices are stated in the currency specified in the quotation, invoice or commercial proposal. Unless expressly stated otherwise, taxes, customs duties, shipping costs, insurance, bank fees and other external charges are not included.
Payment
Payment terms are defined in the quotation, invoice or commercial proposal. XALPES LLC may require full or partial payment before starting any work, production, reservation, sourcing, testing or delivery.
Delivery
Delivery times are provided for information only unless expressly confirmed in writing. Delays caused by suppliers, laboratories, carriers, customs, force majeure events or customer-related delays shall not create liability for XALPES LLC.
Technical work and reports
Studies, laboratory work, internal tests, technical reports, prototypes and validation documents are provided according to the scope agreed with the customer. Unless expressly stated otherwise, internal reports issued by XALPES LLC do not constitute third-party certification, accreditation or regulatory approval.
Subcontracting for laboratories
Where XALPES LLC works for an existing laboratory or testing organization, deliverables are returned to the ordering laboratory, which remains the sole interlocutor of its own client. Confidentiality applies by default; a non-disclosure agreement may be signed on request.
Intellectual property
All intellectual property, know-how, methods, designs, technical documents, test protocols, drawings, files, software, concepts and materials created or supplied by XALPES LLC remain the property of XALPES LLC unless a written agreement states otherwise. The use of the XRS™ trademark and of the level designations X1 to X6 on a product is governed by a separate licence.
Confidentiality
Technical, commercial, industrial and strategic information exchanged with XALPES LLC may be confidential. The customer agrees not to disclose such information without prior written authorization from XALPES LLC.
Liability
XALPES LLC shall not be liable for indirect damages, loss of business, loss of profit, loss of opportunity, production interruption, reputational damage or consequences arising from misuse, modification or interpretation of products, services or reports.
Compliance
The customer is responsible for verifying that the purchased products, services, documents or technical results are suitable for their intended use and comply with applicable local laws, regulations, standards and certification requirements.
Returns and cancellations
Custom products, technical services, research work, laboratory work, reports, prototypes, sourced materials and special orders cannot be cancelled, returned or refunded once work has started, unless otherwise agreed in writing by XALPES LLC.
Force majeure
XALPES LLC shall not be held liable for delays or failure to perform caused by events beyond its reasonable control, including supplier delays, transport disruption, customs issues, shortage of materials, regulatory changes, natural events, technical failures or other force majeure events.
Governing law
These Terms and Conditions of Sale are governed by the laws of the State of Texas, United States of America, unless otherwise required by applicable mandatory law.
Contact
For any question regarding these Terms and Conditions of Sale, contact XALPES LLC at contact@xalpes.com.