Terms & Conditions of Sales

The following Terms and Conditions of Sale apply to all contracts and purchase orders placed with ChemPro Technologies Inc, DBA Bertin Environics, unless precedented by other mutually acceptable terms and conditions which have been formally accepted in writing by ChemPro Technologies Inc, DBA Bertin Environics.

1.1 “Seller” means ChemPro Technologies Inc, DBA Bertin Environics, a Florida-based company, or one of its directly or indirectly wholly owned subsidiaries, identified in the Order.
1.2 “Affiliate” means any entity that controls, is controlled by, or is under common control with Seller.
1.3 “Buyer” means the customer entity entering into the Agreement with the Seller as set out in the Order.
1.4 “Agreement” means the contract between the Seller and the Buyer, consisting of the Order and these Terms and Conditions.
1.5 “Confidential Information” means any material and information, including but not limited to technical specifications, pricing information, or business plans, which is marked as confidential or which should reasonably be understood to be confidential.
1.6 “Force Majeure” means any cause or event preventing performance beyond the reasonable control of the affected party, including without limitation, fire, flood, strike, acts of governmental authority, war, or acts of terrorism.
1.7 “Incoterms” means the latest International Chamber of Commerce’s Incoterms as published from time to time, specifically Incoterms 2020 for this Agreement.
1.8 “Intellectual Property Rights” means patent(s), petty patent(s), utility model(s), design patent(s), design(s) (whether or not capable of registration), database rights and other like protection, copyright(s), trademark(s), trade names(s), trade dress(es), trade secrets and/or any other industrial and/or intellectual property right(s) and applications, divisions, continuations, renewals, re-exams and reissues therefore.
1.9 “Order” means buyer’s purchase order for the sale and purchase of Products, Software, and/or Services.
1.10 “Product(s)” means any hardware, equipment, or item sold by Seller as set out in the Order, including any embedded Software.
1.11 “RMA” means Return Material Authorization number issued by Seller.
1.12 “Services” means any maintenance, installation, training, or other services supplied by the Seller as set out in the Order.
1.13 “Software” means any firmware or software programs supplied by the Seller for use in connection with the Products, whether embedded or standalone, and including any related Documentation.

2.1 Agreement Structure and Formation. Unless otherwise agreed in writing between the parties, the sale or license of any Products or Services (except Software, which is only licensed) by Seller to Buyer shall be governed by these Terms and Conditions of Supply (these “Terms“), together with any written sales quotation issued by Seller (a “Sales Quote”), and Buyer’s statement of the following information, and only such information: (i) the name and identity of the Products and/or Services purchased, (ii) quantity, (iii) bill to address, (iv) ship to address, and (v) if accurate, price (items (i)-(v), collectively, the “Purchase Order Specifics“), set forth on Buyer’s purchase order or other instrument submitted by Buyer in any manner. These Terms, the Sales Quote (if any), and the Purchase Order Specifics shall be referred to herein collectively as the “Agreement”.
2.2 Controlling Terms. For the avoidance of any doubt, purchase terms and conditions of the Buyer shall not be applicable to the Agreement unless expressly agreed to the contrary. If Buyer submits any other document that contains terms or conditions which are inconsistent with or in addition to this Agreement, any such term or condition shall not alter these Terms and Conditions or be part of this contract unless expressly accepted or agreed to by Seller in writing. In case of a conflict, inconsistency, or addition in a Purchase Order not expressly accepted in writing by Seller, the terms and conditions of sale provided in this Agreement shall be considered as superseding the conflicting, inconsistent, or additional terms stated in a Purchase Order or other instrument submitted by Buyer. Seller’s offer to sell Products and perform Services for Buyer is expressly conditioned on Buyer’s acceptance of this Agreement. Buyer’s acceptance of any shipment or performance of Services constitutes Buyer’s binding acceptance of this Agreement.
2.3 Flow-Down Obligation (Resellers/Integrators). If Buyer is not the final end-user of the Products, Buyer shall ensure that its contracts with all downstream customers contain terms that are no less protective of the Seller than the terms of this Agreement, including but not limited to, the Warranty Disclaimers (Sec. I-7.3), Limitation of Liability (Sec. I-7.2), Use Restrictions (Sec. I-9.1), and Export Compliance (Sec. I-9.2).

3.1 Prices and Taxes. Prices are stated in U.S. dollars. The purchase prices are exclusive of all applicable sales and use taxes, value added taxes (VAT), export fees, custom duties, tariffs, and other similar governmental assessments (“Taxes”). All shipping, handling, and Taxes shall be at Buyer’s expense and, at Seller’s option, added to the price of the goods.
3.2 Payment. Payment shall be by approved Letter of Credit, prepayment, or other terms acceptable to Seller. Pro rata payment shall be due on partial shipments. Unless otherwise expressly stated in the Sales Quote, all invoices are due and payable thirty (30) days from date of invoice, subject to credit approval.
3.3 Late Payments. Payments not received by the date due shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate allowed by Florida law, whichever is less, calculated daily and compounded monthly until paid in full. Buyer shall pay all of Seller’s costs and expenses (including reasonable attorneys’ fees) to enforce and preserve Seller’s rights.
3.4 Seller’s Remedies. If Buyer fails to make any payment when due, Seller may, at its option, terminate the Contract, or refuse to make delivery of any Products or Services under the Contract or any other contract with Buyer, and without incurring any liability whatsoever to Buyer for any delay.
3.5 Price Adjustment/Escalation. If the delivery of all or part of the Scope of Supply is scheduled for a period beyond twelve (12) months from the date of the Agreement, Seller reserves the right to increase the purchase price to reflect any increase in the cost of raw materials, components, labor, or other input costs. The price change will be calculated from the original order date to the delivery date of each shipment based on a reasonable and recognized index (e.g., U.S. Producer Price Index).
3.6 Minimum Order Value (MOV). All Orders are subject to a minimum order value of $500.00, unless otherwise specified in a separate written agreement (e.g., a distribution agreement) or expressly waived by the Seller in the Sales Quote. Orders that do not meet the minimum order value may, at Seller’s sole discretion, be refused or subject to a surcharge equal to the difference between the order total and the minimum order value.

4.1 Modification and Cancellation. Orders may not be modified or cancelled in whole or in part except by mutual written agreement of the parties or at Seller’s sole option.
4.2 Cancellation Fees. If Seller agrees to any cancellation, Buyer shall be responsible for return freight costs and all costs incurred by Seller as a result of such cancellation, including, but not limited to, a fifteen percent (15%) restocking fee and all labor and material costs incurred prior to termination.

5.1 Force Majeure. Delay in performance or non-performance of any obligation contained herein, other than Buyer’s obligation to pay, shall be excused to the extent such failure or non-performance is caused by a Force Majeure Event. Seller shall be permitted to suspend its obligations under the Agreement without any liability to Buyer for the duration of any Force Majeure Event.
5.2 Termination. In the event a force majeure continues for more than ninety (90) days, this Agreement may be terminated without any liability by either party upon written notice thereof to the other.

6.1 Ownership. Nothing contained herein shall be construed as granting Buyer any right to any intellectual property rights, including but not limited to patents, trademarks, trade secrets, or copyrights, owned or licensed by Seller. All right, title, and interest in and to the Products, Software, and Documentation shall remain with Seller or its licensors.
6.2 Use Restrictions. Buyer agrees that it shall not, and shall procure that its staff or downstream customers shall not, copy, reproduce, modify, reverse engineer, disassemble, decompile, otherwise attempt to derive source codes from the object code of software, or make such software available to any third party. Buyer will not create derivative works from, or alter the Product or Software, except to the extent applicable laws specifically prohibit such restriction.
6.3 Confidentiality. Buyer shall keep in confidence all Confidential Information (including, but not limited to, technical specifications and pricing information) and shall not disclose it to any third party or use it for any purpose other than for the purpose of the Agreement.

In the event of the occurrence of an event beyond the control of the Parties compromising the balance of the Agreement to the point of damaging the performance of one of the Parties, the Parties agree to negotiate in good faith the modification of the Agreement to eliminate the imbalance observed.

Until an agreement has been reached between the Parties, the Seller is authorized to suspend performance of the sales and/or Services concerned. If the Parties are unable to find this solution within a period of thirty (30) working days, the Seller may either terminate the Agreement automatically without compensation due to the Customer, or use the good offices of a third party, chosen by mutual agreement or, failing that, appointed by summary proceedings before the Presiding Judge of the federal or state courts of Delaware.

The costs and fees of this procedure shall be borne equally between the Parties.

The sale price is determined based on the information provided by the Customer and, where applicable, on the basis of the Specifications. If this information and/or the Specifications were to be ambiguous or to insufficiently describe the complexity of the purpose of the sales and/or Services or were to be modified, the Seller would be entitled to reassess the price of the Products and/or Services, even if it is of a fixed nature. The Seller may not be held liable for any delivery delays resulting from these deficiencies or modifications.

8.1 Exclusions. WAIVER OF DAMAGES. BUYER WAIVES AND IN NO EVENT WILL SELLER BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF REVENUE, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF WHETHER THE CLAIM ARISES FROM THE BUYER, ITS CUSTOMERS, OR AN END-USER.
8.2 Liability Cap. THE TOTAL AGGREGATE LIABILITY OF SELLER AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH A CONTRACT, WHETHER ARISING IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE SHALL BE LIMITED TO THE LOWER OF: (I) 20% OF THE CONTRACT’S AMOUNT PAID WITHOUT TAXES EXCLUDING TAXES OF THE CONTRACT ; OR (II) $500,000 USD.
8.3 Disclaimer of Implied Warranties. EXCEPT FOR THE EXPRESS TERMS OF THIS AGREEMENT, ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXPRESSLY EXCLUDED.
8.4 Intended Use Acknowledgment and Limitation. Buyer acknowledges that the Products are intended to serve as a security, detection, or screening aid only. Buyer further acknowledges that the degree of success is dependent on numerous factors, including the sophistication of any concealment efforts, the chemical identity and quantity of materials, the skill of the operator, and environmental conditions. The Buyer assumes all responsibility and risk for the results obtained from the use of the Products. SELLER MAKES NO GUARANTEE OR WARRANTY THAT THE PRODUCTS WILL DETECT EVERY THREAT OR FULFILL ANY PARTICULAR OPERATIONAL REQUIREMENT.

1. Buyer shall defend, indemnify, and hold Seller and its Affiliates harmless from and against all losses, claims, damages, expenses, liabilities, and costs (including reasonable attorneys’ fees) arising out of or relating to: * Any claim made against Seller by a third party (including end-users) arising out of or in connection with the resale, use, or operation of the Products, Software, or Services. * Any claim arising from the non-detection of a threat or failure of the Products to perform in a specific operational scenario. * Any injury, death, or property damage resulting from the use or operation of the Products, or from the Products’ exposure to hazardous or contaminated materials at the Buyer or end-user level. * Any claim arising from Buyer’s, its customers’, or any end-user’s use of the Products in violation of any applicable law or inconsistent with the operating manual. * Any breach by Buyer of its obligation to flow down protective terms (Section 2.3).

10.1 Use Restriction (Prohibited End-Uses). Buyer acknowledges the sensitive nature of the Products (including CBRNe detection, thermal imaging, and motion sensors). Buyer shall not use or permit the use of the Products for any prohibited end-use, including but not limited to, research on or development of chemical, biological, or nuclear weapons or missiles, or other prohibited proliferation activities, or for any use inconsistent with U.S. export regulations.
10.2 Export and Law Compliance. Buyer warrants that the Products will not be used for any purpose prohibited by the Laws of the U.S. and other jurisdictions and shall comply with all laws and regulations related to the import, export, re-export, transfer, shipping, and/or use of the Products.
10.3 End-User Certification and Refusal. Seller reserves the right to require an executed, legally binding End-User Certificate and/or End-Use Statement in a form acceptable to Seller prior to accepting any Order or downstream transfer. Seller may suspend, refuse, or cancel any Order or shipment without incurring any liability if Seller believes such activity may violate any applicable Export Laws or Seller’s own compliance policies.
10.4 Compliance. The Customer shall act in accordance with the values and principles contained in the Seller’s Ethics and Compliance Policy. The Customer acknowledges, represents, and warrants that it has properly understood these documents.
To this end, the Parties undertake to comply with all national, European, and international legislative and regulatory provisions applicable to their activities, registration locations and the place of performance of the Agreement with regard to combating corruption and influence peddling, in particular:
• The “US Foreign Corrupt Practices Act” of 1977;
• The OECD Convention of 17 December 1997 on combating the bribery of foreign public officials in international transactions, whenever applicable;
• The EU regulations such as the French Law No.2016-1691 of 9 December 2016 on transparency and the fight against corruption and the modernization of the French economy, known as the “Sapin II” and the “UK Bribery Act” of 2010, whenever applicable;
(Hereinafter referred to as the “Rules”).
In the event of a breach of the Rules and undertakings referred to in this article by one of the Parties, the other Party shall give formal notice to the Party in breach, by registered letter with acknowledgement of receipt, to remedy the breach within a period set by this formal notice. If the Party in breach fails to remedy the breach within the allotted time, the other Party may terminate the Agreement. The Party invoking this termination shall send the Party in breach its decision to terminate by registered letter with acknowledgement of receipt. This termination shall take place automatically on the date of receipt of said termination letter and shall not give rise to any compensation of any kind whatsoever.

11.1 Governing Law. This Agreement shall be exclusively governed by the laws of the State of MARYLAND, United States of America (USA), without regard to its laws regarding conflicts of law.
11.2 Exclusion of CISG. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.
11.3 Jurisdiction and Venue. Any dispute arising between the parties in connection with the agreement, which is not settled amicably within a reasonable period, shall be settled by the competent courts of the ROCKVILLE (MARYLAND, USA) district.

12.1 Severability. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
12.2 No Waiver. The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any rights hereunder.
12.3 Entire Agreement and Amendments. This Agreement constitutes the entire agreement between the parties relating to the matters contained herein. This Agreement may not be amended, extended, or modified in any manner, orally or otherwise, except by an instrument in writing signed by a duly authorized representative of each party.
12.4 Assignment. Buyer may not assign this Agreement, or its right to receive Products, without the prior written consent of Seller. Any such attempted assignment shall be void.
12.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns, and nothing in this Agreement is intended to confer any right or remedies on any persons or entity other than the parties.

1.1. Shipping Terms. All sales are FCA (Incoterms 2020) Seller’s premises, unless otherwise agreed in writing by the parties. The Customer must withdraw the Products delivered on the dates agreed between the Parties and no later than within fifteen (15) days. Failing this, the Seller shall be entitled to invoice the price of the Products to the Customer on the agreed delivery date and may apply in addition the storage, insurance and/or handling costs, until the date on which the Customer actually collects the Products.
The delivery times indicated in the Agreement are given for information purposes only. They are established as exactly as possible, and the Seller shall make its best efforts to comply with them. The Parties agree that a delay in delivery may not justify the refusal of the Products by the Customer. The Seller may not be held liable for delays due in particular to technical difficulties, third parties (in particular, and not exhaustively, the authorities in charge of delivering the appropriate licenses in case of exportations), force majeure, erroneous information sent by the Customer, a delay requested by the Customer and/or customs formalities.
1.2. Acceptance of the Products. Upon delivery of the Products, the Customer shall check that the delivery complies with the Specifications in terms of quantity and quality. The signature of the delivery note by the Customer constitutes unreserved acceptance. Any non-compliance must be indicated on the delivery slip. Unless otherwise specified in the Agreement, payment for the Products by the Customer, or failure of the Customer to indicate any reservations during a five (5) day period following delivery of the Products by the Seller, shall constitute acceptance of the Products without reservation by the Customer. In the event of a discrepancy between the quantity ordered and the quantity delivered, invoicing shall correspond to the quantity delivered. The Seller then undertakes to deliver the missing quantity, which shall be invoiced upon receipt, within a period agreed between the Parties. Acceptance of the Products may be refused by the Customer only for blocking non-conformities about the Specifications preventing any use of the Products and for which any known workaround solution is impossible. If the Customer refuses to sign the delivery note, without justified and reasonable reason or for minor non-conformities with the Specifications that do not prevent the use of the Products, acceptance shall automatically occur following the sending of a formal notice from the Seller to the Customer that has remained unanswered for a ten (10) calendar day period as of the date of its issuance. The Seller shall remedy any non-conformities within a period to be agreed between the Parties.
Risk and Title. Title to (except for licensed Software) and all risk of loss of or damage to the goods shall pass to and be assumed by Buyer in accordance with the specified Incoterm.
1.3. Buyer Delays. Buyer is responsible for all transportation charges and for filing timely and proper claims against carriers if goods are lost or damaged in transit. Products for which delivery is delayed due to any cause within Buyer’s control (“Buyer Delays“) may be placed in storage by Seller at Buyer’s risk and expense, and Buyer shall be liable for all storage and insurance costs.

2.1. Limited Warranty. Seller warrants the Products against defective materials and defective workmanship for a period of twelve (12) months from the date of delivery or deemed delivery.
2.2. Sole Remedy. Seller’s liability for defects shall be limited to the repair or replacement, at Seller’s discretion, of the defective Products or parts. The obligations to repair or replace a defective product shall be the sole remedy of Buyer.
2.3. Warranty Exclusions (Voidance). This limited warranty does not apply to any Product or component which: * has been subject to misuse, neglect, accident, improper storage, or normal wear and tear; * has been used, operated, or maintained inconsistent with Seller recommendations, including but not limited to, use with equipment or software not supplied by Seller or its designee; * has been installed, repaired, maintained, altered, or tampered with in any way by any person or entity other than Seller’s authorized personnel without Seller’s prior written approval. Any such unauthorized action shall immediately void and cancel all warranties with respect to the affected Products
2.4. Consumables/Returns. Consumable components are excluded from this warranty. All returns must be authorized by Seller using an RMA number and shipped transportation charges prepaid. Buyer must adhere to the decontamination requirements (Sec. II-3.3) for all returns.

3.1. Authorization. All returns must be authorized by Seller. A Returned Material Authorization (RMA) number issued by Seller must accompany all returned goods or parts.
3.2. Shipment. All goods or parts returned to Seller must be shipped transportation charges prepaid. Seller does not accept collect or C.O.D. shipments.
3.3. Contaminated Goods. If the Products have been exposed to hazardous materials, Buyer must follow all safety and decontamination procedures outlined by Seller. Goods contaminated with hazardous materials shall not be returned to Seller without explicit, written instructions from Seller.

4.1. License and Restrictions. Any Software provided in the Products will only be used as an integrated part of the Products. The Customer is granted a limited, non-exclusive, non-transferrable license to use the Software solely in combination with the Products.
4.2. Intellectual Property. The Company or its licensor has and maintains to have title and all other rights to the Software.

5.1. Indemnification by Buyer. If Buyer modifies the Product or provides Seller with designs, specifications, or instructions to modify the Product, then Buyer shall hold Seller harmless from and against any expense or loss resulting from infringement of patents or trademarks arising therefrom.
5.2. Seller’s Defense. Except as provided in 5.1, Seller shall defend any suit or proceeding brought against Buyer so far as based on a claim that the Products furnished under this Agreement constitute an infringement of any United States patent, issued on or before the date of shipment, provided Buyer complies with notice and assistance requirements.
5.3. Seller’s Entire Liability. In the event of infringement, Seller shall, at its option, procure the right for Buyer to continue using said goods, replace, or modify them, or remove them and refund the purchase price. The foregoing states the entire liability of Seller for patent infringement by the said goods or any part thereof.

1.1. General Warranty. Seller warrants that it shall use reasonable skill and care in the performance of the Services. Purchaser’s exclusive remedy for breach of this warranty shall be re-performance of the deficient Services within a commercially reasonable period of time.
1.2. Access and Delays. Purchaser shall provide Company Personnel with safe access to premises as reasonably required. Buyer Delays shall be considered excusable delays for Company and result in an automatic extension of any agreed upon time for the performance of Company’s obligations.
1.3. Changes to Services. All changes and/or additions to the Services outlined in the Agreement must be agreed in writing and the possible effects of the changes to the purchase price and the other terms and conditions of the Agreement must be agreed in writing at the same time.
1.4. Contaminated Goods. If the Products have been exposed to hazardous materials, Buyer must follow all safety and decontamination procedures outlined by Seller. Goods contaminated with hazardous materials shall not be returned to Seller without explicit, written instructions from Seller.

2.1. License. Software is licensed, not sold. The Buyer is granted a limited, non-exclusive, non-transferrable license to use the Software solely in combination with the Products.
2.2. Use Restrictions. Buyer shall not disassemble, decompile, reverse engineer, create derivative works from, or in any way alter the Software, except as expressly permitted by Seller in writing.
2.3. Software Warranty. The Software is provided “as is” without warranty of any kind, express or implied. Seller does not warrant that the use of the Software will be uninterrupted or error-free.

3.1. Service Plans. Extended maintenance, repair, training, support, or warranty services for a Product after the initial Warranty Period may be provided pursuant to a separate written Service Plan, which shall be governed by the terms specified in the applicable Sales Quote.
3.2. Service Limitations. Seller shall have no obligation to provide any service or parts required as a result of Buyer’s failure to comply with the Warranty Exclusions in Section II-2.3. Buyer shall reimburse Seller for all costs incurred in investigating or remedying any damage or malfunction that Seller determines is not part of the Covered Services.