STANDARD TERMS AND CONDITIONS OF SALE
LDARtools, Inc.
1102 Dickinson Ave
Dickinson, TX 77539
Phone: 1-877-788-1110
Effective Date: 3/12/25
1. GENERAL TERMS
These Standard Terms and Conditions of Sale (“Terms”) govern all sales of products and services by LDARtools, Inc. (“LDARtools,” “we,” “our,” or “us”) to the purchaser (“Client,” “you,” or “your”). By placing an order with LDARtools, the Client explicitly accepts and agrees to be bound by these Terms.
The Client explicitly waives its own standard terms and conditions, even if these were drawn up after these Standard Terms and Conditions of Sale. In order to be valid, any derogation from these Terms must be expressly agreed to in advance in writing by an authorized representative of LDARtools.
2. PAYMENT TERMS
Unless otherwise specified in writing on the invoice or purchase order, all invoices are due and payable within thirty (30) calendar days from the date of invoice (“Net 30”).
Payment shall be made in full in U.S. Dollars without any deduction, setoff, or withholding except as required by law. Time is of the essence with respect to all payment obligations.
3. LATE PAYMENT AND DEBT COLLECTION
In the event of non-payment by the due date, LDARtools reserves the right to:
a) Charge interest on the outstanding balance at a rate of twelve percent (12%) of the sum remaining due;
b) Suspend any provision of services and/or shipment of products without prior warning until payment is received in full; and
c) Terminate any agreements or orders with the Client.
If payment is still outstanding more than sixty (60) days after the due payment date, LDARtools reserves the right to engage the services of a debt recovery company or pursue legal action to collect the debt. All reasonable costs of collection, including but not limited to legal fees, court costs, and collection agency fees, shall be payable by the Client.
4. WITHHOLDING TAXES AND INTERNATIONAL PAYMENTS
Certain countries or jurisdictions may apply withholding tax at source on the amount of invoices in accordance with their internal legislation. Any such withholding tax shall be paid by the Client to the applicable tax authorities.
Under no circumstances shall LDARtools become involved in or be responsible for costs related to the tax legislation of the country or jurisdiction in which the Client is located. The full invoice amount will be due to LDARtools without reduction for any withholding taxes, and the Client shall be responsible for any additional amounts necessary to ensure LDARtools receives the full invoiced amount.
5. SERVICE OBLIGATIONS AND PERFORMANCE
LDARtools undertakes to use commercially reasonable efforts to supply products and services in a timely manner in accordance with agreed-upon timeframes. However, none of LDARtools’ obligations shall be considered as an obligation to achieve specific results unless expressly stated otherwise in a separate written agreement.
Delivery dates and service timelines are estimates only and are not guaranteed unless explicitly specified as guaranteed delivery dates in writing. LDARtools shall not be liable for any delays in delivery or performance caused by circumstances beyond its reasonable control.
6. LIABILITY LIMITATIONS
LDARtools’ liability under any order or agreement shall be limited to the purchase price paid by the Client for the specific products or services giving rise to the claim.
LDARtools cannot, under any circumstances, be required by the Client to appear as a third party in the context of any claim for damages filed against the Client by an end consumer or any other third party.
IN NO EVENT SHALL LDARTOOLS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.
7. CLAIMS AND DISPUTES
In order for any claim to be admissible, the Client must notify LDARtools in writing of any claim, defect, or non-conformity by means of certified mail or other traceable delivery method sent to LDARtools’ registered office within eight (8) calendar days of the delivery of the goods or the provision of the services.
Any claim not made within this eight (8) day period shall be deemed waived and the Client shall have no remedy with respect to such claim.
The Client shall provide LDARtools with a reasonable opportunity to inspect any allegedly defective products and to attempt to remedy any claimed deficiency before pursuing any other remedies.
8. GOVERNING LAW AND JURISDICTION
All contractual relations between LDARtools and the Client shall be governed exclusively by the laws of the State of Texas, without regard to its conflict of law provisions.
Any disputes arising out of or relating to these Terms or any order shall be subject to the exclusive jurisdiction of the state and federal courts located in Galveston County, Texas. Both parties hereby consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.
9. SEVERABILITY
If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.
10. ENTIRE AGREEMENT
These Terms, together with any written quotations, purchase orders, and invoices, constitute the entire agreement between LDARtools and the Client with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral.
11. AMENDMENTS
LDARtools reserves the right to modify these Terms at any time. Any modifications will be effective upon posting to LDARtools’ website or upon written notice to the Client. The Client’s continued purchase of products or services following such modifications constitutes acceptance of the modified Terms.
LDARtools, Inc.
1102 Dickinson Ave
Dickinson, TX 77539
Phone: 1-877-788-1110