Last Updated: January 14, 2026
These Terms and Conditions of Sale (these “Terms”) govern any sale of hardware or other products (collectively, “Products”) and/or supply of services (collectively, “Services”) by Teguar Corporation (“Teguar”) to the entity identified on the applicable quotation (“Quotation”) or sales order (“Sales Order”) issued by Teguar (“Customer”). Teguar and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” The individual who accepts these Terms on Customer’s behalf represents that they have the authority to bind Customer.
1. Acceptance; Order of Precedence
When Customer evidences its acceptance of these Terms, either by executing an initial Sales Order with Teguar or otherwise first authorizing or accepting an order for Products or Services, these Terms will constitute a binding agreement between Teguar and Customer, effective on the date of Customer’s initial acceptance.
1.1 These Terms apply to any purchase of Products/Services from Teguar unless Customer has entered into a separate written agreement executed by Teguar (including a Master Services Agreement or master purchase agreement (“MSA”)). If Customer has an MSA, the MSA will govern and control in the event of any conflict; these Terms apply only to the extent not inconsistent with the MSA.
1.2 Online Orders. For purchases placed through Teguar’s website checkout (“Online Orders”), the Online Order Terms in Section 3 (Online Orders) apply in addition to these Terms. If Customer has an MSA, Online Orders are treated as Sales Orders under the MSA unless Teguar states otherwise in writing.
1.3 Customer’s additional or different terms on any purchase order or other document are rejected and have no effect unless expressly accepted in writing by Teguar.
2. Quotations and Prices
2.1 All Quotations are subject to change due to changing market conditions. Teguar shall reserve the right to refuse an order and the applicable Quotation may become invalid.
2.2 Unless otherwise set forth in the applicable Sales Order, prices are exclusive of, and Customer shall pay for, all applicable taxes, including, without limitation, sales tax, and all transport and handling costs; provided, however, that Customer shall not be responsible for any taxes imposed on, or with respect to, Teguar’s income, revenues, gross receipts, personnel or real or personal property or other assets. Customers may provide Tax Exempt Certificates for their applicable regions, where appropriate. Quotations not expressly identified as firm shall be regarded as non-binding price offers.
2.3 All Quotations are valid for 15 days from the date set forth on the Quotation unless the Parties agree otherwise in writing. If an order is placed more than 15 days after the date of the Quotation, prices are subject to change.
2.4 On a non-exclusive basis, Teguar shall sell to Customer and Customer shall purchase from Teguar the Products and/or Services set forth in the applicable Sales Order upon the terms and conditions set forth in these Terms and such Sales Order.
2.5 Customer shall purchase the Products and/or Services at the prices set forth in the related Sales Order (the “Purchase Price”).
3. Online Orders (Website Purchases)
3.1 Scope. This Section applies only to purchases placed through Teguar’s website checkout.
3.2 Order Acceptance. Teguar may accept Online Orders by written confirmation, shipment, or commencement of performance. Teguar may decline or cancel an Online Order prior to shipment for any reason (including availability, pricing errors, suspected fraud, export/compliance restrictions, or other legitimate business reasons).
3.3 Payment. Payment is due at checkout unless Teguar has agreed to alternative terms in writing.
3.4 Cancellations (Online Orders). Customer may request cancellation prior to shipment; approval is at Teguar’s discretion. Once shipped, cancellation is not permitted; return rules below apply, if applicable.
3.5 Returns (Online Orders Only). Website-purchased Products may be returned within thirty (30) days of invoice date, subject to Teguar’s RMA process and provided Products are in original condition and packaging. A restocking fee of fifteen percent (15%) may apply. Customer is responsible for shipping costs and risk of loss for returns unless otherwise required by law or agreed by Teguar in writing.
3.6 All Other Orders. Except for the Online Order return policy in Section 3.5 (and as otherwise required by mandatory law), all other orders (including custom, configured, or larger orders and any orders under an MSA) are non-cancellable and non-returnable except for confirmed warranty returns processed under Teguar’s RMA procedures.
3.7 Inspection/Claims Timing (Online Orders). Customer must inspect Products promptly and notify Teguar in writing of shortage, damage, or nonconformance within seven (7) calendar days of receipt (packaging claims must be made the day of receipt). DOA claims must be asserted within thirty (30) days of receipt.
4. Shipment and Delivery
4.1 Unless otherwise expressly set forth in the Sales Order or otherwise agreed to by Teguar in writing, Teguar will select the means of transportation and the mode of dispatch for all Products. If Customer requires alternative arrangements, Customer shall notify Teguar in writing (via email) prior to any anticipated delivery, and any additional costs associated therewith will be charged to Customer.
4.2 Teguar may, in its sole discretion, without liability or penalty, make partial shipments of Products. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of a Sales Order. Customer acknowledges that certain Product components (e.g., batteries) may be shipped separate from the Product units.
4.3 Any time quoted by Teguar for delivery, including any delivery date specified on the Sales Order, is an estimate only. Teguar is not liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery. No delay in the shipment or delivery of any Products relieves Customer of its obligations under these Terms, including, without limitation, accepting delivery of any remaining installment(s) of Products.
4.4 All Product deliveries are made on the account of and at the risk of Customer as set forth in Section 5 (Title and Risk of Loss). Teguar shall not be liable for any delays, loss, or damage in transit caused by carriers or events beyond Teguar’s reasonable control.
4.5 Charges resulting from undeliverable shipments (including reshipments where needed) will be charged to Customer.
5. Title and Risk of Loss
5.1 Title to ordered Products passes to Customer upon the later to occur of (i) delivery of such Products to the delivery location specified in the Sales Order (or such other delivery location as agreed to by the Parties in writing), or (ii) full payment by Customer to Teguar for such Products.
5.2 Risk of loss to all ordered Products under any Sales Order passes to Customer upon Teguar’s tender of such units to the carrier.
6. Terms of Payment/Credit Limits
6.1 Except as expressly stated otherwise on a Sales Order, Customer shall pay all invoiced amounts within fifteen (15) days of the invoice date. Notwithstanding the foregoing, for initial orders for new Customers, website orders, as well as deliveries outside of the continental USA, Customer shall prepay the Purchase Price. Customer shall make all payments in U.S. dollars by wire transfer in accordance with the instructions provided by Teguar.
6.2 If payment is not made when due, Teguar may charge interest on overdue amounts calculated daily and compounded monthly at the rate of 1.5% per month (18% per annum) (or the maximum rate permitted by law, if less). Customer shall reimburse Teguar for reasonable collection costs, including attorneys’ fees, whether or not litigation has commenced.
6.3 Claims asserted by Customer resulting from warranties or shortcomings do not release Customer from the obligation to pay all invoiced amounts when due. Teguar reserves the right to supply Products only against security, prepayment, or COD. For avoidance of doubt, prepayment shall always apply to new Customers. Prepayments will not be subject to interest.
6.4 In the event of late payment, Teguar reserves the right to (i) cancel or suspend the remaining portion of the order if the affected shipment (or Service) is part of a larger order, and/or (ii) cancel or suspend other pending or subsequent orders. Teguar may also take back Products to which retention of title applies. Refusal of Products ordered does not release Customer from its obligation to pay the Purchase Price and all other charges due.
6.5 Customer shall not, and acknowledges that it will have no right, under these Terms, any Sales Order, any other agreement, document, or law, to withhold, offset, recoup or debit any amounts owed (or to become due and owing) to Teguar or any of its affiliates against any other amounts owed (or to become due and owing) to it by Teguar or Teguar’s affiliates.
7. Standard Warranty; Warranty Periods; Exclusions
7.1 Standard Hardware Warranty (Default). Unless otherwise stated on the applicable invoice or Sales Order, Teguar warrants that the following Products will be free from defects in materials and workmanship under normal use for the applicable warranty period measured from Teguar’s invoice date: (a) Panel PCs, Industrial Displays, Embedded PCs, Medical Computers, and Medical Displays: two (2) years; and (b) Tablets: one (1) year. This is a bring-in (depot) warranty.
7.2 Extended Warranty Options. Except for Tablets, optional extended warranty programs are available for most Products up to five (5) years total coverage. Extended warranty must be expressly purchased and will be reflected on the invoice/Sales Order and tied to serialized inventory.
7.3 References to Longer Warranty Periods. Any reference on Teguar’s website, product literature, quotations, or marketing materials to longer warranty periods (including statements such as “up to” a stated number of years) refers solely to the availability of optional extended warranty programs and does not alter the applicable standard warranty period unless such extended warranty is expressly purchased and reflected on the invoice.
7.4 No Restart/No Extension. The repair or replacement of any Product, or the supply of spare parts under warranty, shall not extend, renew, or restart the original warranty period.
7.5 Statutory Warranty Rights. Nothing in these Terms shall limit or exclude any mandatory statutory warranty rights that may apply under applicable law. Where mandatory local law provides longer minimum warranty periods, such statutory provisions shall apply solely to the extent required by law.
7.6 Exclusions. Warranty does not cover (and Teguar is not responsible for) issues caused by: (a) accident, misuse, abuse, neglect, improper installation, improper storage, improper shipping/handling, or operation outside Product Documentation; (b) Customer-caused damage (including drops, impact, liquid ingress beyond rated protection, vandalism, or unauthorized modifications/repairs); (c) extensive UV exposure or outdoor exposure unless expressly rated; corrosion, salt air exposure, chemical exposure, or other environmental conditions outside intended design; (d) use outside intended design parameters (including temperature, humidity, vibration, ingress protection, mounting orientation, or power specifications); (e) normal wear and tear; consumables; or cosmetic damage not affecting function; (f) peripherals or third-party accessories not supplied by Teguar; (g) missing/removed/illegible serial numbers or warranty seals; or (h) software errors/configuration issues, third-party software, malware, network/security incidents, or data loss.
8. Warranty Process; RMAs; Shipping for Warranty Returns
8.1 Bring-in Warranty / RMA Required. Warranty service is provided on a bring-in (depot) basis. Customer must obtain an RMA number from Teguar prior to returning any Product. Returns will only be accepted if shipped freight-paid and insured to the address specified by Teguar. Returned units must be properly packaged and protected. Teguar is not responsible for damage incurred during shipping of returns.
8.2 International Returns. Customer is responsible for filing and paying for all re-import documents and charges related to international shipments of returned Product. All costs associated with improper value declaration are to be covered by the shipper.
8.3 No Fault Found / Administrative Fees. Where Products are returned and no defect is found after testing, or where systems are password-protected and Customer fails to provide necessary passwords, Teguar may charge an administration fee (currently $225 USD unless otherwise stated).
8.4 Data Responsibility. TEGUAR DISCLAIMS ANY AND ALL LIABILITY AND RESPONSIBILITY FOR LOSS OF DATA. CUSTOMER IS SOLELY RESPONSIBLE FOR BACKING UP ITS DATA BEFORE RETURNING PRODUCTS TO TEGUAR.
8.5 Transport Damage. In the event of transport damage, Customer should notify the transport company responsible within 24 hours because otherwise Customer might lose any right to claim compensation.
9. Disclaimer of Warranties
9.1 EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, THE PRODUCTS, SERVICES, ANY HARDWARE OR SOFTWARE PROVIDED TO CUSTOMER (OR, IN THE CASE OF SOFTWARE, OTHERWISE LOADED ONTO ANY PRODUCTS) AND ANY ACCOMPANYING MANUALS AND MATERIALS ARE PROVIDED “AS IS” AND TEGUAR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY OF THE FOREGOING, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY; WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WARRANTY OF TITLE; OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
10. Cancellations and Returns
10.1 Cancellations of orders (in whole or in part) and Product returns are only possible with the prior written approval of Teguar and are generally not permissible, except as expressly provided for Online Orders in Section 3.5. In the case of an approved cancellation or return, restocking and/or reworking fees may apply, and any costs already incurred or price increases by the manufacturer/supplier are to be borne by Customer.
10.2 Teguar may, without liability or penalty, cancel an order or shipment if Customer is in violation of its payment obligations or has breached these Terms.
10.3 Except as expressly provided in these Terms, Customer has no right to return Products (or Services) purchased under these Terms to Teguar.
11. Limitation of Liability
11.1 IN NO EVENT SHALL TEGUAR 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 THESE TERMS, ANY QUOTATION, ANY SALES ORDER, ANY SALE OF PRODUCTS OR SERVICES, OR ANY PROVISION OF SOFTWARE OR HARDWARE, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT TEGUAR 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.
11.2 IN NO EVENT SHALL TEGUAR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND ANY SALES ORDER OR QUOTATION, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO TEGUAR FOR THE PRODUCTS AND SERVICES SOLD HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.
12. Indemnification
12.1 Customer shall indemnify, defend (at Teguar’s election) and hold harmless Teguar, its affiliates and its and their respective officers, directors, employees, agents, affiliates, successors and assigns (each, an “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, and the costs of enforcing any right to indemnification, incurred by any Indemnified Party relating to/arising out of or resulting from any claim of a third party arising out of or occurring in connection with the Products and Services purchased from Teguar or Customer’s negligence, willful misconduct or breach of these Terms. Customer shall not enter into any settlement without Teguar’s prior written consent.
13. Term; Termination
13.1 These Terms are effective as of Customer’s acceptance and shall continue in full force and effect until expiration of all Sales Orders between Customer and Teguar, unless earlier terminated in accordance with these Terms.
13.2 Teguar may terminate all active Sales Orders (and Quotations) with immediate effect upon written notice to Customer if Customer: (i) fails to pay any amount when due; (ii) has not otherwise performed or complied with these Terms; or (iii) becomes insolvent, files a petition for bankruptcy, or becomes subject to proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
13.3 Provisions which by their express terms or nature are intended to survive the expiration or termination of these Terms shall so survive.
14. Confidential Information
14.1 All non-public, confidential or proprietary information of Teguar, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Teguar to Customer in connection with these Terms is confidential, solely for the purpose of performing these Terms and may not be disclosed or copied unless authorized by Teguar in writing. Upon Teguar’s request, Customer shall promptly return all documents and other materials received from Teguar. Teguar shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (i) in the public domain; (ii) known to Customer at the time of disclosure; or (iii) rightfully obtained by Customer on a non-confidential basis from a third party.
15. Governing Law
15.1 These Terms, all Quotations, all Sales Orders, and all matters arising out of or relating to these Terms are governed by, and construed in accordance with, the laws of the State of North Carolina, United States of America, without regard to conflict of laws provisions.
16. Dispute Resolution
16.1 The Parties shall first attempt to resolve any disputes arising out of these Terms, any Quotation, Sales Order or any sale of Products or Services through good faith negotiations between representatives of each Party having authority to resolve such disputes. If such representatives cannot resolve the dispute within 30 days (or such longer period as mutually agreed), the dispute shall be escalated to each Party’s senior leadership for an additional 30-day good-faith resolution period (or such longer period as mutually agreed).
16.2 If unresolved, either Party may require non-binding confidential mediation. If mediation does not resolve the dispute, the Parties agree to final and binding confidential arbitration in Mecklenburg County, North Carolina under the AAA Commercial Arbitration Rules. The arbitrator may award attorneys’ fees to the prevailing party.
16.3 EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO PURSUE ANY CLAIMS IN A CLASS ACTION AND/OR A REPRESENTATIVE ACTION.
16.4 EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A JURY TRIAL IRRESPECTIVE OF THE NATURE OF THE CLAIMS ASSERTED.
17. Severability; Waiver
17.1 If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
17.2 No waiver by any Party of any provision of these Terms shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof.
18. Assignment
18.1 Customer shall not assign, transfer, delegate or subcontract any of its rights or obligations under these Terms without the prior written consent of Teguar. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. Teguar may assign, transfer, delegate, or subcontract any or all of its rights or obligations under these Terms without Customer’s prior consent. These Terms are binding on and inure to the benefit of the Parties and their respective permitted successors and permitted assigns.
19. Relationship of the Parties
19.1 The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. No relationship of exclusivity shall be construed from these Terms.
20. Force Majeure
20.1 A “Force Majeure Event” means any event beyond the reasonable control of the affected Party (including earthquake, flood, hurricane, epidemic/pandemic, fire, explosion, war, hostilities, terrorism, civil commotion, riot, or governmental acts) that prevents or delays performance, provided the affected Party was not at fault and could not reasonably avoid or overcome the event with diligent efforts.
21. Tariffs
21.1 Teguar’s Tariff Recovery Charge relates to China and Taiwan tariffs (imposed by the United States Government) and is an approximation based on tariffs paid by Teguar, either directly when Teguar is the Importer of Record (IOR), or to Teguar’s supplier when it is the IOR. The final charge will be included on the invoice and will be based on the actual Country of Origin information and tariff rate incurred at the time of importation. Even if no Tariff Recovery Charge is included in a quote or Sales Order, Teguar reserves the right to impose this charge whenever a tariff is incurred, as changes in tariff regulations have occurred or additional country of origin information becomes known.
22. Notices
22.1 All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing and addressed to the other Party at its address set forth in the applicable Sales Order (or to such other address designated in writing). Unless otherwise agreed, notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (return receipt requested, postage prepaid) or email.
23. Entire Agreement; Amendments
23.1 These Terms, together with all Quotations and Sales Orders, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
23.2 Teguar reserves the right to modify these Terms at any time in its sole discretion by posting an updated version to Teguar’s website and/or emailing Customer. Customer’s continued purchase of Products or Services after such changes constitutes Customer’s agreement to such changes to the extent permitted by law.