General Terms and Conditions of Sale

Definitions; Controlling Agreement.

1. “Seller” means MTE Meter Test Equipment Inc, a Colorado corporation
2. “Seller’s Affiliate” shall mean MTE Meter Test Equipment AG, Switzerland
3. “Buyer” means the party purchasing Products from Seller or Seller’s Affiliate
4. “Products” means the Products being sold by Seller to Buyer as described in the Order Confirmation
5. “Buyer Related Party” means the “Buyer” and any affiliate, employee, agent, or customer of Buyer
6. “Buyer Destination” means Buyer’s delivery address set forth on the Order Confirmation
7. “Claim” means a claim made against Seller or Buyer by a third party
8. “Loss” means a financial loss (including attorney’s fees) incurred by Seller or Buyer because of a Claim

This Agreement contains the entire agreement between the parties and supersedes any prior or contemporaneous oral or written or communications between them relating to the subject matter hereof.  If there is any inconsistency between these General Terms and Conditions and terms set forth in the Order Confirmation, the terms in the Order Confirmation shall control.  Seller expressly rejects any Buyer purchase order or invoice terms or conditions that are inconsistent with, or in addition to, these Terms and Conditions.

1. Quotations Not Contracts

1. Seller’s offers or quotations are always subject to a final contract in the form of an Order Confirmation in writing.
2. Obvious errors and typographical, printing, and calculation errors that occur when Seller produces a quotation shall not be binding on Seller.

2. Price and Payment

1. Unless otherwise stated, all prices are quoted on a DAP (Delivered at Place) basis in accordance with Incoterms 2025. This means the Seller bears the costs and risks of delivery to the agreed destination, excluding unloading. The Seller is responsible for import clearance, and associated duties and fees.
2. Payment for Products shall be due upon receipt, or as stated on the Order Confirmation, from date of invoice, provided Seller approves Buyer’s credit prior to shipment.  Sellers shall provide buyer with a credit application upon receipt of Buyer’s first purchase order.  If Seller believes the Buyer’s financial condition does not justify delivery upon the payment terms specified, Seller may require full or partial payment in advance.  If Buyer fails to pay any sum owing to Seller when due, then, in addition to all other remedies available to Seller by law, in equity, or otherwise, until paid in full, Buyer shall be charged interest on the sum then owing at the rate of 1.5% per month, and Seller may cease making deliveries of the Products; provided, however, that no cessation of deliveries shall relieve Buyer from any payment obligations to Seller outstanding at the time of such cessation, all of which shall be paid in full by Buyer. If invoices are overdue, incoming payments shall first be offset against possible costs and interest, then against the oldest claim. Seller shall be entitled to recover reasonable attorneys’ fees and collection costs incurred in collecting overdue amounts.
3. Seller’s invoices shall be considered accepted when not objected to in writing within 14 days of receipt.
4. Reservation of title. Seller shall remain the owner of all supplies until having received the full payments in accordance with the contract. During the period of the reservation of title, the Buyer shall, at its own cost, maintain the supplies and insure them for the benefit of the Seller against theft, breakdown, fire, water and other risks. It shall further take all measures in order to ensure that the Seller’s title is not prejudiced in any way whatsoever.

3. Shipment, Packaging, and Delivery to Buyer–DAP (Deliver at Place)

Once Buyer has been notified that the Products are available, at the Seller’s facility, or warehouse, the seller will arrange shipments to the Buyer’s chosen location, according to DAP (Incoterms 2025).

4. Suitability; Technical Advice

Buyer warrants that Products with the quality characteristics conforming to Seller’s specifications will satisfy Buyer’s contemplated use of the Products.  Seller assumes no obligation or liability, express or implied, with respect to any recommendations or advice as to the purpose or use of the Products.  Any such recommendations or advice are given and shall be accepted at Buyer’s own risk and shall not constitute any warranty or guaranty of the Products or the Products’ performance.

5. Limited Warranties and Exclusive Remedies

Seller warrants that (a) Seller has good and sufficient title to the Products; and (b) the Products meet Seller’s general, published specifications and any additional specifications set forth on the Order Confirmation. The foregoing warranty does not extend to any Products that have been combined with any other products or stored or used in violation of Seller’s instructions or to any defect in the Products resulting from Buyer’s failure to handle or use the Products as set forth herein.  THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANT-ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Products manufactured by a third party ("Third-Party Product") may constitute, contain, be contained in or incorporated into, or attached to, or packaged together with, the Products. Third-Party Products are not covered by the warranty in this Section 4 (Suitability; Technical Advice). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

Unless agreed otherwise, the contractual properties of the Products are specified in Seller’s product descriptions. Public statements, recommendations or third-party advertising are irrelevant in this respect. The specifications, drawings, illustrations, technical data, weights, measures, and performance descriptions contained in Seller’s prospectuses, guarantees for the benefit of third parties, catalogues, circulars, and advertisements shall be binding only if they are confirmed in the Order Confirmation or in the written offer.

Seller may change the technical specifications and appearance of its Products without notifying the Buyer provided that the properties determining the Products’ value and function are retained appropriately and no contrary wish of the Buyer is discernible to Seller.

Unless otherwise expressly agreed in writing, the general warranty period for product defects shall be twenty-four (24) months, commencing from the date the Products depart from the place of the Seller.

6. Notice of Defects

If, upon receipt of the Products, Buyer discovers defective Products, Buyer shall give Seller notice of the defects within 10 days after receipt of the Products. The Notice of Defects must contain the following information: date and number of Seller’s order confirmation, delivery note or invoice, production, commission, or serial number of the Products in question, and description of the individual defects.

Seller shall not be liable for a breach of the warranty set forth in Section 4 unless: Buyer has received proper notice of the defect as provided herein and (i) Seller is given a reasonable opportunity after receiving such notice to examine the Products affected and Buyer (if requested to do so by Seller) returns such Products to Seller's or Seller’s Affiliate’s place of business at Seller's cost for the examination to take place there; and (ii) Seller reasonably verifies Buyer's claim that such Products are defective.

Seller shall not be liable for a breach of the warranty set forth in Section 4 if: (i) Buyer makes any further use of the Products affected after giving notice of a claimed defect; (ii) a defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, use, or maintenance of the Products; or (iii) Buyer alters or repairs the Products without the prior written consent of Seller.

Subject to Section 4 above, with respect to any Products affected by a defect during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii) credit or refund the Price of such Products at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Products to Seller.

Buyer must initially accept delivered Products even if obvious defects, damage in transit, or incomplete deliveries are found, unless Seller has declared its agreement to the immediate return of the Products. 

Seller makes no warranties regarding damages arising from improper use, incorrect storage, or negligent handling. If, despite a defect, the delivery item is still used, then Seller shall be liable only for the original defect but not for such damages arising because of the continued use.

If Buyer has sold the Products to a Buyer Related Party and a notice of defect is raised by the Buyer Related Party, Seller shall exempt Buyer from his warranty expenses to the extent that claims against Seller exist in accordance with the law and these terms and conditions. Seller shall make replacement Products available for the subsequent performance step by step as the defective Products are returned to Seller. Seller reserves the right to settle Buyer’s reasonable warranty expenses, which are to be reimbursed by Seller over and above the replacement of the Products, by means of an appropriate cash payment. The occurrence of a warranty claim from a Buyer Related Party is to be demonstrated to Seller with the Buyer Related Party’s written confirmation and a detailed description of the defective Products, otherwise any warranty claims against Seller shall lapse.

7. Limitation of Liability

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (iv) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO SELLER FOR THE PRODUCTS SOLD HEREUNDER.

8. Indemnification

Seller shall indemnify, defend, and hold Buyer, its affiliates, and their respective officers, directors, employees, partners, members, and agents harmless against any Losses resulting from a Claim arising out of (a) an allegation that the Products furnished hereunder in accordance with Seller’s specifications constitute an infringement of any U.S. patent, or (b) accidents or injuries to persons or property resulting from the manufacture of the Products or delivery of the Products to the shipper by Seller.  Buyer shall indemnify, defend, and hold Seller, its affiliates, and their respective officers, directors, employees, partners, members, and agents harmless against any Losses resulting from a Claim arising out of (x) an allegation that the Products, as altered, used, or processed by Buyer, violate any U.S. patent, or (y) accidents or injuries to persons or property (including any Buyer Related Party) resulting from the unloading, handling, storage, or use of the Products by any Buyer Related Party following delivery of the Products to the shipper by Seller.

9. Force Majeure

The obligations of a party (except the payment of money) shall be suspended to the extent and for the period of time that such party is prevented from performing because of labor disturbances, forces of nature, acts of war, terrorism, or public enemy, fires, storms, water, epidemics, unreasonable delays in transportation, governmental action, failure of suppliers, or any other cause beyond such party’s reasonable control.  The party affected by force majeure promptly shall notify the other of the existence thereof.

10. Equipment Owned by Buyer.

Any equipment provided to Buyer by Seller in connection with the use of the Products shall remain the sole and exclusive property of Seller.  Buyer shall not make any statements or otherwise take any action that could lead a third party, including any creditor of Buyer, to believe that Buyer has any rights in such equipment.

11. Amendments; Waivers; Governing Law; Counterparts

No amendment, modification, or waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by the parties.  The failure of a party to insist upon the strict performance of any provision hereof or to exercise any right upon a breach thereof shall not constitute a waiver of such provision or limit that party’s right thereafter to enforce such provision or exercise any right.  If any of the provisions herein shall for any reason be held void or unenforceable, the remaining provisions shall remain in full force and effect.  These Terms and Conditions shall be governed by the laws of the State of Colorado, without reference to its choice of law rules.  Each party submits and irrevocably waives any objection to in personam jurisdiction in the State of Colorado and the forum and convenience of the state and federal courts thereof.  The United Nations Convention on Contracts for the International Sale of Products does not apply to this Agreement.

12. Termination

In addition to any other remedies that may be available to Seller under this Agreement, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for 10 days after Buyer's receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) becomes insolvent, is generally unable to pay, or fails to pay, its debts as they become due, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

13. Confidential Information

The terms and conditions of this Agreement and the transactions contemplated hereby and all non-public, confidential, or proprietary information of Seller, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or medium, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement are confidential, solely for the purpose of this Agreement and the transactions contemplated hereby, and may not be disclosed or copied unless authorized by Seller in writing. Upon Seller's request, Buyer shall promptly return all Seller documents and other materials received by Buyer from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

14. Entire Agreement

This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

15. Notices

All notices that are required or permitted to be given by Buyer to the parties under this Agreement shall be sufficient in all respects if given in writing and delivered in person, by electronic mail, by facsimile, by overnight courier, or by certified mail, postage prepaid, return receipt requested, to the receiving party at the following address:

If to Seller:

MTE Meter Test Equipment Inc.

Attn: Mr. Jeff Hoskins

4949 S. Syracuse St., Ste. 550

Denver, CO 80237

Tel.:(720) 355 - 3714

Email:jeff.hoskins@mteus.com

If to Buyer:

At the address provided by Seller in its Purchase Order or to such other address as such party may have given to the other by notice pursuant to this Section.  Notice shall be deemed given on the date of delivery, in the case of personal delivery, electronic mail, or facsimile, or on the delivery or refusal date, as specified on the return receipt in the case of certified mail or on the tracking report in the case of overnight courier.

16. WAIVER OF JURY TRIAL

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.