Online purchase terms & condition

a) “Agreement” means these Conditions along with any contracts, statements of work (SOWs), purchase orders, proposals, service agreements, or any documentation executed between the Company and the Client that apply to purchases made by Clients through the Website.

b) “Annexure(s)” refer to any supplementary documentation (e.g., scope of work, methodology note, device layout, or technical proposal) associated with the Agreement, which further explains the specifics of deliverables or operational context.

c) “Company” shall refer to Encardio-Rite Electronics Pvt. Ltd., with its registered office at A-7, Industrial Estate, Talkatora Road, Lucknow, Uttar Pradesh, India, or any of its branches, affiliates, subsidiaries, or authorized partners rendering services or supplying equipment.

d) “Client(s)” shall mean any individual, company, partnership, association, governmental body, or other legal entity that, directly or indirectly, procures, uses, installs, requests quotations for, receives samples of, or otherwise engages with the products or services of the Company, whether for consideration or not. This definition includes, without limitation, any party that initiates or participates in any transaction, communication, or arrangement—written, oral, or implied—that is intended to result in, or does result in, the use or potential use of the Company’s offerings, regardless of whether a formal agreement has been executed.

e) “Data” refers to the measurements, readings, time series, alerts, graphs, tables, and other output provided by the Products or Services, whether collected manually, remotely, or via automated systems, and whether stored locally or transmitted to cloud, mobile, or third-party platforms.

f) “Force Majeure Event” refer to events beyond the Company’s reasonable control that prevent, hinder or delay performance, including without limitation acts of God; fire; earthquake; flood; storm; epidemic or pandemic; war; invasion; hostilities; terrorist acts; civil unrest; riots; strikes, lockouts or other labor disputes; shortages of labor, materials or energy; supplier or subcontractor delays; breakdown or failure of transportation, port closures, congestion, embargoes, quarantines or customs delays; transportation blockades; governmental acts, orders, laws, regulations (including emergency measures), tariff increases, duties, export or import restrictions, sanctions, embargoes, or other trade controls; denial, revocation or suspension of required permits or licenses; cyber incidents affecting supply chain or fulfillment partners; or other similar causes beyond the Company’s reasonable control.

g) “Product(s)” means the full range of geotechnical instruments, sensors, dataloggers, software, accessories, and associated hardware manufactured, or supplied by the Company.

h) “Website” means the Company’s online store and any successor domain(s) and subdomains, together with any mobile application, progressive web app, API, or other digital interface operated by or on behalf of the Company that enables Clients to browse, select, order and pay for Products.

In the event of any inconsistency or conflict between this Agreement and any other agreements, contracts, or purchase orders, this Agreement shall prevail unless expressly overridden in writing and marked as a specific deviation or waiver. Annexure(s), statements of work, or supplementary documentation will serve to support, not supersede, this Agreement unless explicitly agreed.

a) The Company’s offerings are listed on the Website that shows a comprehensive range of geotechnical and structural health monitoring instruments.

b) An order placed on the Website is an offer to purchase the Product(s) identified in the order.

c) All orders are subject to acceptance by the Company. The Company reserves the right to refuse or cancel any order for any reason.

d) The Company will notify the Client if the Company cancels an order and will refund any amounts already paid for the cancelled order in accordance with the REFUND clause of this Agreement.

e) All Products are delivered as per the delivery timelines mentioned on the Website. Delivery obligations are subject to Force Majeure Event as mentioned in the FORCE MAJEURE clause.

a) The Company’s responsibility is limited to the delivery and functioning of Products as per the specifications or information displayed on the Website.

b) The Company does not undertake any responsibility for analysis, interpretation, or decision-making based on the Data, unless explicitly agreed in writing.

a) Confirm that they are at least 18 years of age, or have attained the legal age of majority and are legally competent to place an order in their jurisdiction.

b) Use the Product(s) in compliance with user manuals, operational guidelines, and safety instructions provided by the Company;

c) Avoid any unauthorized modification, repair, or interference with the installed system;

d) Ensure legal and regulatory compliance for the use of the Product(s);

e) Maintain secure access credentials for any software or cloud interface;

f) Acknowledge that final interpretation and decisions based on monitoring data are the Client’s responsibility unless the Company is explicitly engaged to provide advisory services.

This disclaimer applies to the supply, installation, or use of all Product(s) purchased on the Website, irrespective of the country or jurisdiction in which the products or services are delivered, deployed, or utilized. The Company shall not be held liable for any direct, indirect, incidental, consequential, or special damages including, but not limited to, loss of profits, loss or corruption of data, personal injury, property damage, environmental harm, or business interruption arising out of or in connection with the use or misuse of the all Product(s) purchased on the Website under any of the following conditions:

a) Unauthorized Installation or Handling
The Company disclaims all liability for any failure, hazard, or damage resulting from the installation, setup, calibration, configuration, operation, or maintenance of the equipment by any party other than a duly trained and authorized representative of the Company. This includes, but is not limited to:

i) Installation by unaffiliated or uncertified third parties;

ii) Use in contravention of the Company’s documentation, including manuals, guidelines, or technical advisories;

iii) Integration with non-approved software, accessories, cables, power sources, or components.

b) Improper Use or Unauthorized Modification
Any modification, adaptation, or use of the equipment that deviates from the technical specifications, intended purpose, or operational limits defined by the Company shall void all warranties and eliminate any liability of the Company for resulting damages, performance issues, or safety hazards.

c) Data Transmission, Storage, and Connectivity
The Company shall not be held liable for any failure, interruption, or deficiency in the collection, transmission, reception, storage, or accessibility of data generated by the equipment including but not limited to any loss, corruption, alteration, or delay of data resulting from power loss, environmental interference, hardware or software malfunctions, or network failures. Furthermore, the Company is not responsible for incomplete or failed data transmissions due to server outages, poor connectivity, errors from third-party platforms, or cyber incidents, or for any failure by the Client to maintain or configure the necessary infrastructure, such as SIM cards, modems, network coverage, power supply, or cloud service compatibility. No guarantee is provided regarding a continuous or uninterrupted flow of data from the device to local, cloud-based, or third-party systems, and all such data acquisition, transmission, and storage activities are undertaken at the Client’s own risk and responsibility. The Client is solely responsible for implementing secure, compliant, and resilient data transfer, management, and backup systems in accordance with applicable local, national, and international regulations.

d) Accidents, Damages, and Environmental Incidents
The Company is not liable for personal injury, loss of life, property damage, environmental harm, or any other consequences arising from accidents or malfunctions linked to improper use, negligence, poor maintenance, or deviation from the Company’s safety and operational instructions.

e) Regulatory and Legal Compliance
It is the exclusive responsibility of the Client to ensure that the procurement, installation, operation, and maintenance of the equipment are in full compliance with all applicable local, national, and international laws, industry regulations, safety codes, and environmental standards. The Company shall not be held accountable for any violations thereof.

f) Acknowledgment and Acceptance
By accepting delivery, initiating installation, or using the supplied equipment, the Client acknowledges and agrees to the above limitations of liability. This disclaimer is enforceable globally and shall apply regardless of jurisdiction.

a) By the Company.

i) The Company warrants that, subject to the limitations and exclusions set out in this Agreement and to the extent applicable law permits, Products purchased from the Website shall be free from defects in material and workmanship for a period of twelve (12) months from the date of purchase (the “Warranty Period”).The Company’s sole obligation under this express warranty, at the Company’s option, is to repair or replace the defective Product, or to refund the purchase price where repair or replacement is not commercially practicable and the claim is timely and otherwise valid under this Agreement.

ii) The Company expressly disclaims all other warranties, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose. Nothing in these Conditions is intended to disclaim or limit any implied warranty to the extent that applicable law prohibits such disclaimer.

iii) The Company does not warrant the accuracy or completeness of Data where accuracy is affected by factors beyond the Company’s control, including but not limited to environmental conditions, third-party software, network or infrastructure failures, or other technological limitations inherent to monitoring systems.

b) By the Client

i) The Client agrees to use the Products only in compliance with all applicable local, national, and international laws, including export controls, cybersecurity, and data protection laws.

ii) The Client affirms that any third-party data or material provided to the Company does not infringe any intellectual property rights.

iii) The Client acknowledges responsibility for the use and interpretation of Data and agrees not to rely on the Company’s deliverables as the sole basis for any safety-critical or legal decisions.

iv) The Client represents and warrants that it will at all times follow the Company’s user manuals, installation guides, operating instructions and any other written guidance (including updates or revisions) provided by the Company in relation to the installation, operation, maintenance or use of the Products; the Client will ensure that personnel performing installation or operation are suitably trained and qualified, and accepts responsibility for any loss, damage, malfunction or warranty voidance resulting from failure to follow such manuals or instructions.

c) Warranty Claims

i) Warranty claims must be made within the Warranty Period and accompanied by proof of purchase. The Client must notify the Company promptly after discovery of an alleged defect and obtain return authorization before returning any Product.

ii) The Client shall ship the Product to the Company for inspection in accordance with the Company’s return instructions; return shipping is at the Client’s expense unless the Company expressly authorizes otherwise. The Company will inspect the returned Product and determine, in its reasonable commercial judgment, whether the defect is covered by this warranty and whether repair or replacement is commercially practicable.

d) The warranty does not cover: normal wear and tear; cosmetic damage; damage from misuse, negligence, abuse, improper installation, alteration, unauthorized repair, or use contrary to the Product instructions; damage from accident, fire, flood, lightning or other external causes; damage caused by third-party products, services, or modifications; or damage in transit where delivery was completed by a third-party carrier or any other factors that come up during the inspection.

e) Except for the remedies expressly provided in this Section, the Company’s liability for breach of these warranties is limited as set forth in the “LIMITATION OF LIABILITY”, subject to the carve-outs and statutory protections.

a) Prices displayed on the Website are in the currency shown and are exclusive of taxes, duties, and shipping charges unless otherwise expressly stated. The Company will display the total price owed (including any mandatory fees imposed by the Company) at or before checkout in a clear and prominent manner. Government taxes and duties, and separately-identified shipping charges, may be added at checkout.

b) Where applicable law requires the Company to collect and remit sales, use, value-added or similar transaction taxes, the Company will collect such taxes at checkout and remit them to the relevant authority. Where the Company does not collect taxes because the Company does not have a legal obligation to do so, the Client may remain responsible for reporting and remitting any applicable use or similar taxes to the applicable tax authority. The Client agrees to provide accurate billing/shipping address information necessary for correct tax calculation and order delivery. The Company disclaims any liability in case the Client provides any incorrect information with respect to payment or shipping of the Product(s).

a) If the Company states a shipping or delivery timeframe for a Product on the Website, the Company represents that it has a reasonable basis to meet that timeframe.

b) If the Company cannot meet a promised ship date (or cannot ship within thirty (30) days when no date is stated), the Company will:
i) promptly notify the Client with a revised ship date;
ii) obtain the Client’s affirmative consent to the revised ship date;
iii) if the Client declines the revised ship date, cancel the order and issue a full refund promptly.

c) Shipping Charges: Shipping charges posted on the Website will reasonably reflect actual shipping costs. If an obvious pricing or shipping error is posted on the Website, the Company reserves the right to cancel the order and notify the Client.

d) Cancellations: Clients may request order cancellations prior to shipment by contacting the Company using the contact information provided on the Website. The Company will use commercially reasonable efforts to accommodate requests but reserves the right to decline any requests that cannot practically be rescinded. If an order is cancelled by the Company, the Company will promptly notify the Client and refund any amounts already paid for the cancelled order in accordance with the REFUND clause.

e) Chargebacks and Disputes: Clients should first contact the Company to resolve payment or billing disputes. The Company will investigate and attempt to resolve legitimate disputes in good faith. If a Client initiates a chargeback with a card issuer prior to contacting the Company, the Company may suspend account privileges, withhold fulfillment of pending orders, and seek recovery of costs if the chargeback is found to be unjustified. Repeated or fraudulent chargebacks may result in account termination and civil or other remedies.

a) All sales are final, except as expressly provided in this Agreement or as required by applicable consumer protection law.

b) The Company will issue refunds in the following circumstances:

i) where a Product is defective and a valid warranty claim is accepted under REPRESENTATIONS AND WARRANTIES clause;

ii) where the Company cancels the order prior to shipment and payment has been received from the Client; or

iii) where the Company cannot meet a promised ship date (or ship within thirty (30) days when no date was stated) and the Client declines the revised ship date.

c) Change of mind: Except as required by applicable consumer protection law or as stated above, refunds will not be provided for change of mind or dissatisfaction after delivery.

d) Damage in Transit: This would be in accordance with the RISK OF LOSS clause. In all cases the Client must notify the Company promptly of any damage or loss discovered on delivery and preserve packaging and evidence for inspection.

e) Returns, Shipping & Proof of Purchase: Clients must obtain return authorization before shipping and provide proof of purchase and details of the defect as requested by the Company before providing authorization. Return shipping is at the Client’s expense unless the Company authorizes prepaid return shipping.

f) Refund Method & Timing: Refunds, when authorized, will be made to the original payment method where feasible. The Company will endeavor to (i) process refunds to third-party credit cards within seven (7) business days of authorization, and (ii) process refunds to in-house/store credit accounts within one billing cycle.

a) Unless the Order Confirmation expressly states otherwise, the delivery terms in the Order Confirmation govern the passing of title and risk of loss.

b) If the Order Confirmation states “FOB Shipping Point” (or words of similar import), title and risk of loss pass to the Client when the Company delivers the Products to the carrier at the Company’s shipping point (i.e., when the carrier takes possession or control of the Products).

c) If the Order Confirmation states “FOB Destination” (or words of similar import), title and risk of loss pass to the Client only upon physical delivery of the Products to the Client at the delivery address specified in the Order Confirmation and acceptance by an authorized representative of the Client (including any signed delivery receipt).

d) Where the Client instructs the Company to use, or arranges, a carrier selected by the Client, title and risk of loss pass to the Client when the Product is tendered to that carrier (or when the carrier first takes possession), and the Client shall be solely responsible thereafter for loss, damage, delay and all claims against that carrier.

e) Whichever party bears the risk of loss, the receiving party must inspect shipments on receipt and notify the Company and the carrier of any shortage, loss, or damage within a reasonable time and preserve all packaging and evidence for inspection. The Company will cooperate with the Client to present claims to carriers, insurers, or other relevant parties as appropriate.

f) If the Client refuses or fails to accept delivery, the Company may (at its option) store the Products at the Client’s risk and expense and invoice the Client for storage, insurance and any reasonable handling charges. Storage, insurance and unpacking costs shall be the Client’s responsibility.

a) Each party agrees to treat as confidential all technical, commercial, financial, or operational information (“Confidential Information”) disclosed during the execution of this Agreement.

b) Confidentiality obligations shall not apply to information that is (i) publicly known without any breach, (ii) disclosed to the receiving party lawfully by a third party, (iii) independently developed without use of the disclosing party’s information, or (iv) required to be disclosed by law, provided that notice is given to the disclosing party.

c) The obligation of confidentiality shall survive for five (5) years beyond the termination of this Agreement.

a) The Company reserves the right to terminate any order without notice except those where the cancellation has been authorized by the Company as per Section 9.

b) Upon termination, all licenses granted under this Agreement shall be revoked unless otherwise agreed.

a) Except as expressly stated herein, the Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages of any kind, including but not limited to loss of profits, data, opportunity, or reputation, arising out of or in connection with the Agreement or the use of the Products, whether in contract, tort, negligence, or otherwise, except to the extent such exclusion or limitation is prohibited by applicable law.

b) Aggregate Cap: Subject to the exceptions and carve-outs below and except as otherwise required by applicable consumer protection law, the total aggregate liability of the Company under this Agreement, whether for breach, negligence, strict liability, or any other claim, shall not exceed ten percent (10%) of the total purchase price paid for the Product(s) giving rise to the claim.

c) Nothing in this Agreement limits or excludes liability for: (a) death or personal injury resulting from the Company’s gross negligence or willful misconduct; (b) fraud or fraudulent misrepresentation by the Company; (c) any liability that cannot be excluded or limited by applicable law (including statutory consumer remedies); or (d) the Company’s obligations under product-safety laws or recall obligations.

d) This Section is to be read in conjunction with the "Disclaimer of Liability" and the express warranty provisions..

a) All intellectual property, patents, trademarks, software, processes, designs, and documentation provided or developed by the Company in the course of performance shall remain the sole and exclusive property of the Company.

b) The Client is granted a non-exclusive, non-transferable, and limited license to use the deliverables provided solely for its internal business operations and for the specific purpose for which they are supplied.

c) The Client may not reproduce, reverse engineer, distribute, sublicense, modify, or create derivative works from the deliverables without the prior written consent of the Company.

a) The Company’s collection, use, storage, transfer, and protection of Client personal data collected through the Website are governed by the Company’s Privacy Policy, which is incorporated by reference and available on the Website. The Privacy Policy describes the categories of personal data collected, the purposes for which data are used, categories of third parties with whom data may be shared, data retention practices, and the Client’s rights and choices regarding their personal data. By placing an order through the Website, Clients acknowledge that they have reviewed the Privacy Policy and consent to the Company’s described data practices to the extent permitted by applicable law.

b) The Company offers goods or services to California residents or otherwise meets applicability thresholds, the Company’s Privacy Policy contains the disclosures and opt-out mechanisms required by the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA). The Company will maintain reasonable procedures to respond to verified requests from consumers to exercise their privacy rights.

c) The Website is not directed at children under the age of thirteen (13). The Company does not knowingly collect personal data from children under 13. Clients represent that they are at least 18 years old, or the legal age of majority in their jurisdiction, to place an order. If the Company becomes aware that personal data has been collected from a child under 13 without verifiable parental consent, such data shall be deleted immediately. Parents or guardians who believe their child has provided data may contact the Company using the details on the Website to request removal.

a) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States of America, without regard to conflict-of-laws principles; provided, however, that any mandatory consumer-protection laws of a Client’s home jurisdiction shall apply to the extent such laws cannot be waived or disapplied under applicable law.

b) Dispute Resolution.

i) Good-faith negotiation: The parties shall first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (each, a “Dispute”) through good-faith negotiation by authorized representatives within thirty (30) days after one party provides written notice to the other describing the Dispute.

ii) Arbitration: If the Dispute is not resolved within the 30-day negotiation period, the Dispute shall be finally resolved by binding arbitration under the Federal Arbitration Act. Arbitration shall be conducted under the UNCITRAL Arbitration Rules in effect at the time the arbitration is commenced. The seat of arbitration shall be Pittsburgh, Pennsylvania. Arbitration may proceed remotely (teleconference, videoconference, or electronic submission).

iii) Single arbitrator: The Dispute will be decided by a single neutral arbitrator. The parties may jointly select the arbitrator. If they cannot agree within 30 days, the Court in the county of Allegheny, Pennsylvania (Pittsburgh) shall, on application of a party, appoint the arbitrator.

iv) Costs and fees: The arbitrator may award the costs of arbitration and administrative fees, and reasonable attorneys’ fees, to the prevailing party. Notwithstanding the foregoing, for consumer arbitrations the Company will comply with the consumer-fee provisions under applicable law.

v) Finality of arbitration: The arbitration award shall be final and binding on the parties, except to the limited extent review is permitted by the Federal Arbitration Act and by Pennsylvania law. Any petition to confirm, vacate, or modify an award, and any request for interim or emergency relief related to the arbitration, shall be brought in the federal or state courts located in Pittsburgh, Pennsylvania, which shall have jurisdiction consistent with the seat of arbitration.

vi) Individual proceedings only: To the fullest extent permitted by applicable law, arbitration shall proceed on an individual basis only; class, collective, representative, and consolidated actions are waived and shall not be permitted.

vii) Small-claims and preserved statutory rights. Notwithstanding the foregoing, consumers may pursue eligible claims in small-claims court or other statutory fora where permitted by applicable law, and this Agreement does not eliminate any non-waivable statutory consumer protections or remedies.

a) The Company shall not be liable or deemed in breach hereunder for any delay in performance or nonperformance of any obligation caused by Force Majeure Event.

b) If a Force Majeure Event occurs, the Company shall promptly notify the other party of the nature, and likely effect of the Force Majeure Event and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable.

c) During the continuance of a Force Majeure Event, the Company may suspend performance of the affected obligation(s) without liability.

d) To the extent that a Force Majeure Even materially increases the Company’s cost to procure, ship, or deliver Products, the Company may:

i) provide the Client written notice of the increased costs and an adjusted total price,

ii) If the Client does not accept the adjusted price within 7 calendar days, the Company may cancel the order and refund amounts already paid that correspond to cancelled items.

e) If the Force Majeure Event continues for a period of ninety (90) consecutive days or longer the Company will refund any amounts paid for undelivered Products in accordance with Section 10.

f) Notwithstanding the foregoing, the occurrence of a Force Majeure Event shall not excuse the Client’s obligation to pay for Products already delivered to the Client prior to the Force Majeure Event.

a) Product Safety, Reporting and Recalls: If Products sold or distributed by the Company are subject to productsafety, testing, recordkeeping, consumer reporting or recall obligations under applicable law (including, where applicable, rules administered by the U.S. Consumer Product Safety Commission), the Company will comply with those obligations to the extent they apply to the Company. The Company shall cooperate in good faith with any regulatory authority or Client-initiated recall or safety investigation, and shall promptly notify Clients if it becomes aware of a reportable safety issue involving a Product supplied by the Company.

b) Severability: If any provision is held unenforceable or invalid, the remainder shall remain in full force and effect.

c) Indemnity: The Client agrees to indemnify and hold harmless the Company from any third-party claims, losses, or damages arising from the Client’s misuse of the Products or Services or breach of this Agreement.

d) Assignment: Neither party may assign its rights or obligations under this Agreement without the written consent of the other, except to an affiliate.

e) Notices: All notices shall be in writing and delivered to the address mentioned in the Agreement or the most recent known contact address.

f) No Waiver: Any waiver under this Agreement must be in writing and signed by both parties. No delay or failure in exercising any right shall be construed as a waiver.

g) Compliance: Each party shall comply with applicable local, national, and international laws including export control, data protection, anti-corruption, national security, and environmental laws.