Terms & Conditions.

Terms and Conditions of Sale

1. Acceptance

The following are the Terms and Conditions upon which Pyxis agrees to sell and deliver its products to Buyer. No contract for sale shall be formed until Pyxis issues a Sales Order Acknowledgement in response to Buyer’s order. Any provisions or conditions contained in Buyer’s order that are inconsistent with or in addition to these Terms and Conditions shall not be binding upon Pyxis unless specifically agreed to in writing by an authorized representative of Pyxis. Orders are non-cancelable after Pyxis’ Sales Order Acknowledgment.

2. Delivery, Transfer of Title and Risk of Loss

Pyxis will deliver all products to Buyer FCA carrier at Pyxis’ designated shipping location in accordance with applicable Incoterms.

3. Changes

Pyxis reserves the right to make changes, without notice, to the products or components thereof to be delivered under any contract entered into pursuant to these Terms and Conditions. Pyxis further reserves the right to make changes to drawings, test procedures, specifications, and related documentation without notice. Buyer shall not have rights of concurrence or approval unless specifically agreed to in writing. Pyxis also reserves the right to change pricing without notice.

4. Payment

Invoices shall be submitted on the date of shipment. Partial invoices may be submitted for partial shipments. Terms are Net 30 days from date of invoice unless otherwise agreed in writing. Late payments are subject to a monthly finance charge equal to the lesser of 1.5% per month or the maximum rate permitted by law. All payments shall be made in U.S. Dollars.

5. Warranty

Pyxis warrants, for a period of 13 months from date of shipment or 6 months for pH consumable products, that goods manufactured by Pyxis shall be free from defects in materials and workmanship under normal use and service, provided they are maintained in accordance with Pyxis instructions.

At its option, Pyxis will repair or replace goods found to be defective within the warranty period. Replacement parts will be delivered FOB shipping point, and Pyxis may require the return of allegedly defective parts, freight prepaid, to validate the warranty claim.

This warranty applies only if:

• The defect occurred under normal use and service;
• The defect arose from faulty workmanship or materials;
• Buyer notified Pyxis in writing within 10 days of discovery; and
• The goods were properly used and maintained according to applicable manuals and instructions.

The warranty is void if the goods:

• Were repaired or serviced by unauthorized parties;
• Utilize replacement parts not supplied by Pyxis; or
• Were modified without written approval from Pyxis.

PYXIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PYXIS BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE OR DOWNTIME. PYXIS’ TOTAL LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE OF THE DEFECTIVE GOODS.

6. Limitation of Liability

IN NO EVENT SHALL PYXIS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM ANY CAUSE WHATSOEVER.

THE TOTAL LIABILITY OF PYXIS FOR DIRECT DAMAGES SHALL NOT EXCEED THE PRICE PAID BY BUYER FOR THE PRODUCTS GIVING RISE TO THE CLAIM.

7. Confidential and Proprietary Information

Each party agrees to use the other party’s confidential information solely for the purpose of fulfilling obligations related to the purchase and sale of products and shall not disclose such information to third parties without written consent.

Pyxis retains all ownership rights to any designs, developments, tooling, drawings, software, or intellectual property provided or developed in connection with the products.

Buyer shall not reverse engineer, disassemble, modify, or create derivative works of Pyxis products or embedded intellectual property.

8. Compliance with Laws

Buyer agrees to comply with all applicable export, import, anti-bribery, anti-corruption, and trade compliance laws and regulations applicable to the purchase, sale, or use of the products.

Pyxis reserves the right to terminate any agreement immediately if Buyer violates applicable laws or these Terms and Conditions.

9. Force Majeure

Pyxis shall not be liable for delays or failures resulting from causes beyond its reasonable control, including acts of God, government actions, labor disputes, supply shortages, transportation interruptions, pandemics, terrorism, war, or severe weather conditions.

10. Severability

If any provision of these Terms and Conditions is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. Attorneys’ Fees

The prevailing party in any dispute arising under these Terms and Conditions shall be entitled to recover reasonable attorneys’ fees and related legal costs.

12. Governing Law and Venue

These Terms and Conditions shall be governed by and construed in accordance with the laws mutually agreed upon between Buyer and Pyxis in the applicable purchase agreement or sales contract.

Any disputes arising under these Terms and Conditions shall be resolved in the mutually agreed jurisdiction and venue stated in the applicable agreement.

13. Anti-Bribery & Corruption Policy

Pyxis maintains a zero-tolerance policy toward bribery and corruption in all business dealings and expects all employees, suppliers, agents, contractors, and business partners to comply with all applicable anti-corruption laws and regulations.

14. Quality and Compliance

Pyxis is committed to maintaining quality management standards with measurable objectives designed to:

• Continually improve customer satisfaction;
• Improve employee development and safety;
• Ensure products meet or exceed customer and regulatory requirements; and
• Continually evaluate and improve supplier performance.

Pyxis also works to ensure compliance with all applicable environmental, import/export, and regulatory requirements.