Standard Sales Agreement

Digitalis Standard Sales Agreement

Effective Date: 2026-03-12

Digitalis Education Solutions, Inc.
817 Pacific Ave
Bremerton, Washington 98337 USA
Phone: +1-360-616-8915
Website: https://www.digitaliseducation.com

This Sales Agreement (“Agreement”) governs all sales of products and services by Digitalis Education Solutions, Inc. (“Digitalis”) to the customer purchasing products or services from Digitalis (“Customer”) when a quotation or related sales document references this Agreement.

This Agreement establishes the standard legal terms for all transactions. The specific commercial details of each purchase are defined in the written quotation issued by Digitalis.

Customer acceptance of a quotation, issuance of a written purchase order referencing that quotation, submission of payment, or acceptance of delivery constitutes acceptance of this Agreement.

Unless otherwise stated in writing, quotations are valid for 30 days from the date issued.

The version of this Agreement referenced in the applicable quotation shall govern the transaction. If a later invoice or document references a different version of this Agreement, the version referenced in the quotation shall control unless otherwise agreed in writing by both parties.

1. Order Documents

Each purchase begins with a written quotation issued by Digitalis.

The quotation may specify:

Products purchased
Optional services (installation, training, etc.)
Pricing
Payment schedule
Delivery address

A purchase order referencing a quotation constitutes acceptance of the quotation and this Agreement.

The following items are incorporated into each sale:

This Sales Agreement
The quotation
The Digitalis Limited Warranty
Any applicable Site Requirements documentation

If any conflict exists between these items, this Agreement shall control, unless the quotation explicitly states that a specific provision modifies this Agreement and such modification is signed by an authorized officer of Digitalis.

2. Products and Services

Digitalis will provide the products and services described in the quotation.

Digitalis may modify product designs, specifications, or components as part of ongoing product improvements. If a material change affects an accepted order, Digitalis will notify the Customer.

Services such as installation, configuration, or training are provided only if listed in the quotation.

Software provided with any system is licensed, not sold, and is subject to the license terms provided with the software.

3. Delivery

Unless otherwise stated in the quotation:

Digitalis will arrange shipment to the Customer’s location and may select the shipping carrier unless the quotation specifies otherwise.
Shipment is FOB Digitalis facility.
Risk of loss transfers to Customer when goods are delivered to the carrier.
Freight charges may be included in the quotation.

Delivery dates are estimates only and are not guaranteed.

4. Customer Responsibilities

If installation or on-site services are included, Customer must provide the required infrastructure, utilities, and site conditions described in the quotation or accompanying documentation.

Digitalis is not responsible for delays, installation complications, or additional costs caused by Customer’s failure to meet written site requirements.

Digitalis is not responsible for compatibility with third-party equipment or facility infrastructure not supplied by Digitalis unless explicitly stated in the quotation.

5. Payment

Payment terms are defined in the quotation and reflected on the invoice issued by Digitalis.

Unless otherwise specified:

A deposit may be required before production, procurement, or scheduling begins.
Remaining balances are due according to the payment schedule specified in the quotation.

Digitalis will issue an invoice at shipment or as otherwise specified in the quotation.

Overdue amounts accrue interest at 2% per month (or the maximum allowed by law).

Customer is responsible for reasonable costs of collection, including attorney fees.

6. Title to Products

Title to products supplied by Digitalis remains with Digitalis until full payment has been received. Risk of loss transfers as described in the Delivery section, but ownership of the products does not transfer until payment obligations are satisfied.

7. Suspension of Performance

Digitalis may suspend performance, including shipment, installation, services, or withholding shipment of remaining products, if the Customer fails to make payments when due or otherwise materially breaches this Agreement. Suspension does not waive Digitalis’ right to terminate the transaction or pursue other remedies.

8. Inspection and Acceptance

Customer must inspect delivered goods within 10 days of delivery. The inspection period begins upon delivery even if the Customer delays unpacking or installation. If installation services are included in the order, inspection must occur within 10 days after installation is completed. Installation is deemed complete when the system is operational and demonstrated to the Customer.

If goods are non-conforming, Customer must provide written notice to Digitalis describing the non-conformity within this inspection period.

Failure to provide written notice within this period constitutes acceptance of the goods.

Minor defects, punch-list items, or adjustments that do not materially impair the operation of the products or system shall not delay acceptance of the products or the Customer’s payment obligations. Digitalis will correct such items within a reasonable time under the applicable warranty.

Digitalis will, at its option, repair or replace non-conforming goods in accordance with the Digitalis Limited Warranty.

Returns require a Return Merchandise Authorization (RMA) from Digitalis.

9. Warranty

Products are covered by the Digitalis Limited Warranty, incorporated by reference and available at https://www.digitaliseducation.com/warranty, as in effect on the date of shipment.

Except as expressly stated in the Limited Warranty, Digitalis makes no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

10. Limitation of Liability

To the maximum extent permitted by law:

Digitalis shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, loss of data, or loss of use.
Digitalis’ total liability arising from any claim relating to the products or services shall not exceed the purchase price of the products giving rise to the claim.

11. Order Cancellation

Orders may be cancelled by the Customer prior to shipment or installation. Cancellations must be submitted in writing.

If a purchase order has been issued or payment has been received, Digitalis may charge a cancellation fee reflecting administrative costs, procurement costs, and other non-recoverable expenses incurred in connection with the order.

Digitalis will provide a reasonable accounting of such costs upon request.

12. Termination

Either party may terminate the affected transaction governed by this Agreement if the other party materially breaches its obligations and fails to cure the breach within 30 days after receiving written notice describing the breach.

Digitalis may suspend or terminate performance if the Customer fails to make required payments when due.

Termination does not relieve the Customer of the obligation to pay for products already delivered, services already performed, or costs incurred prior to termination.

13. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

14. Export Compliance

Customer agrees to comply with all applicable export control and trade laws and regulations of the United States and other applicable jurisdictions. Customer shall not export, re-export, transfer, or use any products or technical data supplied by Digitalis in violation of such laws.

15. Force Majeure

Neither party shall be liable for delays or failure to perform due to events beyond reasonable control, including natural disasters, war, government actions, labor disputes, supply chain disruptions, transportation interruptions, or similar events. Performance deadlines shall be extended for the duration of such events.

16. Purchase Order Terms

Any terms contained in a Customer purchase order or other document that conflict with or add to the terms of this Agreement are rejected and shall have no effect, unless expressly accepted in writing by an authorized officer of Digitalis.

17. Governing Law

This Agreement shall be governed by the laws of the State of Washington, without regard to conflict-of-law principles. Any legal action relating to this Agreement shall be brought in the state or federal courts located in Washington State. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

18. International Purchases

Purchases shipped outside the United States must be prepaid in U.S. Dollars unless otherwise agreed in writing.

The Customer is the importer of record and is responsible for all import duties, taxes, and regulatory compliance requirements associated with the shipment.

19. Returns

Standard accessory items may be returned within 30 days of receipt if they are in resalable condition and accompanied by a Return Merchandise Authorization (RMA).

Custom equipment, installed or configured systems, and custom-sized domes are not returnable. Digitalis may, at its sole discretion, accept returns of systems or configured equipment.

All returns must be approved in advance and may be subject to refurbishment, restocking, and shipping charges.

20. Entire Agreement

This Agreement together with the quotation and referenced items constitutes the entire agreement between the parties and supersedes all prior discussions or agreements.

Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

21. Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Digitalis, which shall not be unreasonably withheld. Digitalis may assign this Agreement in connection with a merger, sale of assets, or similar corporate transaction.

22. Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

23. Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right to enforce it later.

24. Notices

Any notice required under this Agreement shall be given in writing and delivered by email, courier, or certified mail to the addresses specified in the quotation, or to any updated address provided in writing by either party.

25. Survival

Provisions relating to payment obligations, limitation of liability, warranty limitations, dispute resolution, and governing law shall survive termination or completion of this Agreement.

26. Headings

Section headings in this Agreement are provided for convenience only and shall not affect the interpretation of any provision.