Terms of Sale
Last Updated: 2025-11-22
These Terms of Sale ("Terms") govern the purchase of products and services from NVZN Labs ("NVZN," "we," "us," or "our"). By placing an order with NVZN Labs, you ("Customer," "you," or "your") agree to be bound by these Terms.
1. Acceptance of Orders
1.1 Quote Validity
All quotes are valid for 30 days from the date of issuance unless otherwise specified.
1.2 Order Acceptance
Your order represents an offer to purchase products or services. We reserve the right to accept or decline any order at our discretion. Order acceptance occurs when we send you an order confirmation or when we begin processing your order, whichever comes first.
1.3 Order Modifications
Once an order has been confirmed and CAM files have been approved, modifications may not be possible. Contact us immediately if you need to make changes.
2. Pricing and Payment
2.1 Pricing
All prices are in US Dollars (USD) and are subject to change without notice. The price applicable to your order is the price quoted at the time of order placement or as stated in your order confirmation.
2.2 Payment Terms
Payment is due at the time of order unless other arrangements have been made in writing.
2.3 Taxes
Prices do not include applicable sales tax, use tax, VAT, or other taxes or duties. You are responsible for all applicable taxes unless you provide valid tax exemption documentation prior to order placement.
2.4 Late Payment
For customers with approved credit terms, payment is due within [30] days of invoice date. Late payments may be subject to a service charge of [1.5%] per month or the maximum rate permitted by law, whichever is less.
3. CAM File Approval Process
3.1 Customer Responsibility
For stencil orders, we will provide CAM files and checkplots for your review and approval. It is your responsibility to carefully review these files for accuracy.
3.2 Approval Required
Production will not begin until you provide written approval (email confirmation, through our web interface or by preapproval is acceptable) of the CAM files.
3.3 Customer Approval
Once you approve the CAM files, you accept responsibility for the accuracy of the stencil design. We are not liable for errors that were present in the approved CAM files.
3.4 Approval Timing
Failure to approve or request changes to CAM files within [5] business days may result in order cancellation.
4. Lead Times and Delivery
4.1 Lead Times
Standard lead times are 1-2 business days for stencils after CAM file approval. Lead times are estimates and not guaranteed unless expressly stated in writing.
4.2 Same-Day Service
Same-day shipment is available for orders where CAM files are approved by 12:00 PM Pacific Time, subject to availability. Same-day service may incur additional charges.
4.3 Shipping
Products are shipped via the carrier and service level selected during checkout. Title and risk of loss pass to you upon delivery to the carrier.
4.4 Delays
We are not liable for delays in delivery caused by circumstances beyond our reasonable control, including but not limited to: acts of God, natural disasters, carrier delays, material shortages, labor disputes, or government actions.
5. Title and Risk of Loss
5.1 Title Transfer
Title to products passes to you upon shipment from our facility.
5.2 Risk of Loss
Risk of loss or damage passes to you upon delivery of products to the carrier.
6. Inspection and Acceptance
6.1 Inspection Period
You must inspect all products within [5] business days of receipt and notify us immediately of any defects, shortages, or nonconformities.
6.2 Acceptance
Products are deemed accepted if you fail to notify us of any issues within the inspection period or if you use the products.
7. Returns and Refunds
7.1 Custom Products
Stencils and other custom-manufactured products are made to your specifications and are generally non-returnable and non-refundable unless defective or we made an error.
7.2 Defective Products
If products are defective due to our error or manufacturing defect, contact us within [5] business days of receipt. We will, at our option, either:
- Replace the defective product at no charge
- Issue a credit or refund for the defective product
7.3 Return Authorization
No products may be returned without prior written authorization from NVZN Labs. Unauthorized returns will be refused.
7.4 Return Shipping
We will provide a prepaid shipping label for returns of defective products. You are responsible for return shipping costs for products returned for any other reason (if we accept the return).
8. Warranty
8.1 Limited Warranty
We warrant that products will be free from defects in materials and workmanship and will conform to your approved specifications for a period of [30] days from the date of shipment.
8.2 Warranty Remedy
Our sole obligation and your exclusive remedy under this warranty is limited to, at our option: (a) replacement of defective products, or (b) credit or refund of the purchase price.
8.3 Warranty Exclusions
This warranty does not cover:
- Defects caused by misuse, abuse, improper storage, or improper handling
- Normal wear and tear
- Defects caused by modifications you made to the products
- Products used beyond their intended application
- Errors present in CAM files you approved
8.4 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
9. Limitation of Liability
9.1 Consequential Damages
IN NO EVENT SHALL NVZN LABS 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, LOSS OF USE, OR COST OF SUBSTITUTE PRODUCTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Maximum Liability
OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO YOUR ORDER SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.
9.3 Basis of the Bargain
YOU ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION 9 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.
10. Intellectual Property
10.1 Your IP
You retain all rights to your designs, gerber files, and other materials you provide to us. By providing these materials, you grant us a limited license to use them to fulfill your order and to internally improve our services.
10.2 Confidentiality
We will treat your designs and specifications as confidential and will not disclose them to third parties except as necessary to fulfill your order (e.g., to component suppliers for PCBA services) or as required by law.
10.3 Our IP
All rights to our processes, equipment, software, and know-how remain our property.
11. Customer Representations
By placing an order, you represent and warrant that:
- You have the legal right to purchase and use the products.
- Your designs and specifications do not infringe on any third party's intellectual property rights.
- Your products comply with all applicable laws and regulations.
- You will use the products in compliance with all applicable laws.
12. Indemnification
You agree to indemnify, defend, and hold harmless NVZN Labs, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
- Your breach of these Terms
- Your violation of any law or regulation
- Infringement of third-party rights by your designs or specifications
- Your use or misuse of the products
13. Force Majeure
We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to: acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, fuel, energy, labor, or materials.
14. Cancellation
14.1 By Customer
You may cancel an order before CAM file approval without penalty. After CAM file approval, orders may not be cancelled as production has begun.
14.2 By NVZN
We reserve the right to cancel any order if: (a) we cannot obtain necessary materials, (b) your design cannot be manufactured as specified, or (c) you breach these Terms. In such cases, we will refund any payments received.
15. Export Compliance
You are responsible for compliance with all applicable export and import laws and regulations. You represent that you and any party receiving the products are not on any government restricted parties list or any other list that prohibits the export or import of the products.
16. Governing Law and Disputes
16.1 Governing Law
These Terms shall be governed by the laws of the State of California, without regard to its conflict of laws principles.
16.2 Jurisdiction
Any legal action or proceeding relating to these Terms shall be brought exclusively in the state or federal courts located in Santa Clara County, California, and you consent to the jurisdiction of such courts.
16.3 Dispute Resolution
Before filing any legal action, the parties agree to attempt to resolve disputes through good-faith negotiation.
17. General Provisions
17.1 Entire Agreement
These Terms, together with your order confirmation and any other documents incorporated by reference, constitute the entire agreement between you and NVZN Labs regarding the subject matter hereof.
17.2 Amendments
We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of our services after changes are posted constitutes acceptance of the modified Terms.
17.3 Waiver
Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
17.4 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
17.5 Assignment
You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
17.6 Survival
Sections that by their nature should survive termination (including but not limited to warranty disclaimers, limitation of liability, and indemnification) shall survive.
18. Contact Information
For questions about these Terms of Sale, please contact us at:
NVZN Labs
1722 Ringwood Ave
San Jose, CA 95131
Email: [[email protected]]