STANDARD TERMS AND CONDITIONS OF SALE

The following Sales Terms and Conditions ("Agreement") are entered into by and between SATY INVESTMENTS LLC ("Seller") and the buyer ("Buyer"). By purchasing products or services from Seller, Buyer agrees to the following terms and conditions:

  1.  Applicability of 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 must be expressly agreed to in advance in writing.

  2. Payment Terms: Our invoices require immediate payment, unless another payment timeframe is indicated on either the invoice or the order. In the event of non-payment by the due date, Seller reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due. Seller will be authorized to suspend any provision of services without prior warning in the event of late payment. If a payment is still outstanding more than sixty (60) days after the due payment date, Seller reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.

  3. Taxes: Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the client to the tax authorities. Under no circumstances can Seller become involved in costs related to a country's legislation. The amount of the invoice will therefore be due to Seller in its entirety and does not include any costs relating to the legislation of the country in which the client is located.

  4. Delivery: Seller agrees to deliver products or services to Buyer in a timely manner, as specified in the purchase order or service agreement. In the event that delivery is delayed for any reason, Seller will communicate any changes to the delivery schedule to Buyer as soon as possible.

  5. Warranty: Seller warrants that all products or services provided to Buyer will be free from defects in materials and workmanship for a period of thirty (30) days from the date of delivery. In the event that any defects are discovered during this period, Seller will repair or replace the defective product or service at no additional cost to Buyer.

  6. Limitation of Liability: Seller's liability for any and all claims, damages, or expenses arising from the sale or use of its products or services, whether in contract, tort, or otherwise, shall be limited to the purchase price paid by Buyer for the product or service. In no event shall Seller be liable for any incidental or consequential damages, including but not limited to lost profits or revenue, or damages resulting from business interruption.

  7. Intellectual Property: All intellectual property rights in products or services provided by Seller shall remain the property of Seller. Buyer may not reproduce, modify, or distribute any products or services provided by Seller without the prior written consent of Seller.

  8. Confidentiality: Buyer agrees to keep all confidential information disclosed by Seller in connection with the sale of its products or services confidential and not to disclose such information to any third party without the prior written consent of Seller.

  9. Termination: Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach.

  10. Indemnification: Buyer shall defend, indemnify and hold Seller, its officers, directors, employees and agents, harmless from any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from or related to (i) Buyer’s breach of this Agreement, (ii) the use or sale of any products or services provided by Seller to Buyer, or (iii) any negligence or willful misconduct of Buyer or its employees or agents.

  11. Non-Solicitation: Buyer agrees that for a period of one year after the termination of this Agreement, it will not directly or indirectly solicit, entice or hire away any employees or independent contractors of Seller who provided services or products to Buyer during the term of this Agreement, without the prior written consent of Seller.

  12. Compliance with Laws: Buyer shall comply with all applicable laws and regulations in connection with the sale and use of products or services provided by Seller, including without limitation all export control laws and regulations of the United States.
    Governing Law: All our contractual relations will be governed exclusively by the laws of the State of [insert state], without regard to its conflict of law provisions.

  13. Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [insert city and state], and the decision of the arbitrator shall be binding on both parties.

  14. Notices: Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered by email.

  15. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the sale of products or services by Seller to Buyer, and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

  16. Modifications: This Agreement may be modified only in writing signed by both parties.

  17. Headings: The headings in this Agreement are for convenience only and shall not be used to interpret or construe any provision of this Agreement.

  18. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.