Terms of Service

1. Contract Formation

All quotations and orders, whether initiated online or offline, are governed exclusively by these Terms. Acceptance of any Estimate, Proposal, or Order constitutes a binding contract. Any shipment of goods or commencement of services by us shall be deemed full and final acceptance of these Terms, even if not separately signed.

All terms, provisions, or conditions differing from or in addition to these Terms are expressly rejected unless agreed to in writing by an authorized officer of HeroX.

2. Scope of Work and Shipment

Unless otherwise agreed in writing:

• Goods are shipped in a single shipment by the most economical method.
• All logistics, packaging, customs clearance, and insurance are the responsibility of Buyer unless specified otherwise.
• Title and risk of loss pass to Buyer upon shipment.
• We may, at our sole discretion, stagger delivery or make partial shipments.

3. Payment Terms

• Payment is due in full as stated in the Estimate or Invoice.
• Late payments are subject to interest at 1.5% per month (18% annually), or the maximum allowed by law.
• All payments must be made in cleared funds, free of set-off or deduction.

Failure to make timely payment entitles us to suspend or cancel any pending work, retain deposits, or withhold delivery of goods or documentation.

4. Warranty and Liability

We warrant that our products are:

• Free from material defects in workmanship and design under normal use
• Delivered in accordance with the specifications agreed upon in writing

This warranty is limited and excludes all other express or implied warranties, including fitness for a particular purpose unless explicitly stated.

Our liability for any claim is strictly limited to the lesser of:

• Replacement of defective goods
• Repair of the goods
• Refund of the purchase price

We shall not be liable for indirect, incidental, consequential, or special damages of any kind, including lost profits, lost data, or business interruption.

5. Force Majeure

We shall not be liable for any delay or failure in performance due to causes beyond our reasonable control, including acts of God, strikes, pandemics, supply chain issues, war, terrorism, or governmental actions. Buyer shall not cancel orders due to such delays without written consent.

6. Changes and Modifications

Buyer may request modifications to an order in writing. If accepted, we will issue a written change order. Any price or timeline adjustments shall be at our sole discretion and binding once confirmed in writing.

Failure to issue a timely request (within 30 days of the proposed change) waives Buyer's right to any adjustment.

7. Intellectual Property

All intellectual property, including designs, schematics, and engineering drawings, remain the sole and exclusive property of HeroX and may not be used, reproduced, or disclosed without written consent.

8. Compliance

Buyer is solely responsible for complying with all applicable laws, regulations, and building codes in the destination country, including permits and installation requirements.

9. Indemnification

Buyer agrees to indemnify and hold harmless HeroX, its employees, and agents from all claims, liabilities, and expenses (including legal fees) arising out of Buyer's use of the products or breach of these Terms.

10. Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Buyer consents to the exclusive jurisdiction and venue of courts located in Delaware.

11. Entire Agreement

These Terms, together with any accepted Estimates or Invoices, represent the full and complete agreement between the parties. Any additional terms proposed by Buyer are rejected unless expressly accepted in writing.