Health and Safety Policy

Custom Rapid Solution is committed to protect against accidental loss of its employees and property. In fulfilling this commitment, we will provide and maintain a safe and healthy work environment as indicated by acceptable industry practices and compliance with legislative requirements and we will strive to eliminate any foreseeable hazards which may result in fires, security losses, damage to property and personal injuries/illness. In addition, every worker must protect his/her own health and safety by working in compliance with the law and with safe practice and procedures established by the company.

Terms & Conditions

  Rev June 30, 2016

Custom Rapid Solutions, Inc. Terms and Conditions of Sale
Custom Rapid Solutions, Inc. Terms and Conditions of Sale govern the purchase of all products and services purchased by you from CRS, unless you have a separate agreement signed by CRS applicable to such purchases. By placing an order with CRS, you agree to be bound by the applicable Terms and Conditions of Sale.  The terms and conditions detailed herein (“Agreement”) apply to you (“Customer”) purchase from CRS for any service, product or support.  CRS expressly objects to and rejects any terms and conditions in customer’s purchase order or other similar document.  If you do not agree with these terms, promptly notify CRS.

1.PRICES AND ORDERS. Prices are set forth in the quotation issued to Customer (“Quote”). All Quotes expire thirty (30) days from date of issuance, unless otherwise stated in the Quote. All orders are subject to acceptance at the sole discretion of CRS.  Orders will be considered accepted once CRS books an order and sends Customer a sales order acknowledgement. CRS shall not be bound by changes to an order unless agreed by CRS in writing.  CRS reserves the right to cancel any order if any information provided by Customer to CRS is inaccurate. 

2.CANCELLATION OF ORDERS. No Customer Order for Products may be cancelled or modified without CRS consent. If CRS consents to a Customer cancellation or modification request, Customer agrees to pay all actual resulting costs, expenses and fees incurred by CRS to that point. Customer Orders for Services may be cancelled upon ten (10) days prior written notice. Customer will pay for all Services completed through the date of cancellation.

3.Partial Invoicing/Pre-payment terms: CRS may deliver products described in a particular order in one or more instalments, and where less than all of the Products are included in an instalment, the Customer shall be liable to pay the price of the Products that have been so delivered without any hold-back or other allowance with respect to the Products remaining to be delivered by CRS under the particular order. Notwithstanding anything contained to the contrary, CRS reserves the right to invoice Customer prior to shipment for components purchased and being held by CRS specifically for Customer pending completion of an order. For all turn-key assemblies the pre-payment of 50% of the total PO is required at the time of order.

4.PAYMENT AND INVOICING. Payment is due at the time the order is placed. If Customer is approved for credit, payment shall be due within thirty (30) days from the date of invoice (“Invoice Date”). Payment shall be in the currency listed on the CRS invoice. All sums not paid when due shall accrue interest daily at a monthly rate of the lesser of 1.5% or the highest rate permissible by law.  If there are multiple units in an order, each unit will be invoiced when shipped. 

5.Packaging and Labeling. Unless CRS has quoted the Packaging Material and Labeling process, Customer is responsible to specify and Pay for them.

6.Delivery Date. If Customer is responsible to supply the material, the scheduled delivery date begins only after CRS receive the complete Material from Customer. For Turnkey Projects, Standard Delivery Date to produce the orders is Three weeks after receiving Purchase Order (PO) from Customer.  CRS will confirm the delivery dates whit in 3 Days of receiving the PO. If Customer has requested the optional Surcharge to expedite the delivery dates, but CRS was unable to deliver for expediting date, CRS will only charge the standard Delivery Charges.

7.Shipment, TITLE and RISK OF LOSS. Title and risk of loss to Products shall pass to Customer upon shipment from CRS, its warehouses, or its affiliated companies; provided however, CRS retains a security interest and right of possession in the Products until Customer makes payment in full. For orders to be delivered within the same country as the CRS entity accepting the order, CRS will arrange the shipping; however, Customer is responsible for all shipping , handling and Insurance fees set forth in the invoice. If Customer chooses to arrange for shipping or if the order is placed with a CRS entity outside the country of the applicable shipping destination, Customer is responsible for all shipping and handling, including fees, customs, formalities and clearance. Shipment dates provided by CRS are estimates only, and CRS shall have no liability for losses or claims resulting from late delivery of Products. Lead Time commences only after all appropriate materials have been received by CRS and not from date of Purchase Order.

8.TAXES. Prices exclude, and Customer is responsible for, any sales, use, service, value added, and like taxes (“Taxes”) arising from the purchase of the Products and Services. If Customer is exempt from any Taxes, it must provide CRS with the appropriate tax exemption documentation at the time or prior to the order being placed.

9.RESEARCH AND DEVELOPMENT. Customer and CRS agree that all of the scientific research and experimental development undertaken or developed by the CRS in the course of fulfilling the CRS’s obligations under this Agreement shall not be construed as having been undertaken or developed by CRS as an agent of, for or on behalf of the Customer. For greater certainty, the Parties further agree that all of the research, procedures, methodologies, techniques, and expertise developed, undertaken or acquired by CRS under this Agreement shall belong to the business of the CRS and shall be construed as being independent of, and entirely unrelated to, the business of the Customer.

10.Design. Customer is solely responsible to test the designs and any prototypes CRS provides. Customer is solely responsible to ensure that any resulting products are tested, manufactured, packaged, labeled (including adequate warnings), sold, and used in a safe and careful manner and in compliance with all applicable laws, regulations, and appropriate industry standards. Unless otherwise specifically stated in this Agreement, Customer is solely responsible for obtaining any applicable patent searches or necessary approvals. Customer assumes all responsibility for any information and/or specifications it provides to CRS and agrees that, unless specifically stated in this Agreement, CRS may rely on such information and/or specifications without independent verification.

11.CERTIFICATE OF COMPLIANCE., if specifically requested by the customer a Certification of Compliance will be provided By CRS. Any additional Certificate or other document requested by Customer which is beyond original agreement will be quoted by CRS to the customer.

12.RETURN POLICY. A Return Material Authorization (RMA) number is required for Customer to return any Products.  Acceptance of returns of Products is in the sole discretion of CRS. All sales are final other than for Products that do not meet manufacturer specifications or that are not included in the Customer Order. Customer must notify CRS of any damaged or defective Products or discrepancy in shipment quantity or type and request a Return Material Authorization (“RMA”) within 30 days of receipt. No return of Products will be accepted without an RMA. A credit for properly returned items will be entered against the original invoice for the returned items. Customer must ship returned Products prepaid to the specified warehouse location. CRS will reimburse Customer’s shipping costs for Products returned due to a shipping error. CRS shall have the right to reject return of items and/or impose additional charges which Customer agrees to pay for any equipment received without an RMA and/or in a condition other than described.

13.Component Purchase Liability: Customer Orders shall be binding. Customer acknowledges that CRS shall make purchase commitments to its Component suppliers (.Vendors.) based upon the Order, and Customer shall be financially responsible for all such Components purchased in support of Customer's Orders. Customer further acknowledges that CRS will be required to order Components in accordance with the various minimum buy quantities, tape and reel quantities, and multiples of packaging quantities required by the Vendor, and agrees that it shall be financially responsible for all such Components. Customer's Component Liability shall be equal to CRS delivered cost of all Components ordered in support of the Customer's Order, less the actual cost of those Components, which are returnable to Vendor (less any cancellation or restocking charges). CRS shall use commercially reasonable efforts to minimize Customer's Component Liability by attempting to return Components to the Vendor.

14.CUSTOMER SUPPLIED MATERIALS. CRS will be responsible for all extraordinary loss or damage to Consigned Inventory and Customer Equipment, which is in the possession of CRS. The Customer understands and agrees that during production process, up to 2% of components supplied by customer may be damaged or scrapped and CRS will not be Liable to compensate for this loss . All Consigned Inventory and Customer Equipment will be returned to Customer upon completion of the project. CRS will provide access so that Customer may with reasonable notice to CRS, inspect any Consigned Inventory or Customer Equipment. CRS will not permit any liens to be placed on any Consigned Inventory or Customer Equipment. On all partially consigned projects, where both CRS and the Customer will be supplying inventory, the Customer agrees to deliver all consigned goods on or before the date specified on the Sales Order Confirmation document. Should the Customer fail to deliver the consigned goods by this date, CRS reserves the right to invoice the Customer for all goods purchased by CRS on the expected delivery date specified on the Sales Order Confirmation Document.

15.LIMITED WARRANTY. CRS warrants that Products sold to Customer under this agreement shall be free from defects in WORKMANSHIP ONLY at the time of delivery of the Products for a period of one year from date shipped from CRS.  Except as expressly set forth in the preceding sentence, CRS makes no other warranties with respect to the products, express, implied, or statutory, including, without limitation, any warranty of merchantability or fitness for a particular purpose.  CRS makes no warranty with respect to the component parts used in the workmanship of the products. If CRS receives notice of a defect or non-conformance during the applicable warranty period, CRS will, in its discretion: (i) repair or replace the affected Product, (ii) re-perform the affected Services, or (iii) refund the fees paid for the affected Product or Services. Repaired or replaced Product will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer.  Customer must obtain an RMA number from CRS before returning any Product under warranty to CRS. Customer will pay shipping expenses to send the affected Product to CRS, and CRS will pay shipping expenses to return the Product to the Customer. If CRS concludes, after examining and testing returned Product, that it is not covered by the Limited Warranty, CRS will notify Customer and return the Product at Customer's expense. CRS reserves the right to charge a fee for examining and testing Product not covered by the Limited Warranty.  This Limited Warranty does not apply if the defect of the Product resulted from improper or inadequate maintenance, installation, repair, or calibration (performed by a party other than CRS); unauthorized modification; improper environment; improper use or operation outside of the specification; improper voltages; accident, abuse, or neglect; or a hazard such as lightning, flood, or other act of nature. THE REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND THE CUSTOMER’S SOLE REMEDIES, AND SHALL APPLY EVEN IF SUCH REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.  

16.SYSTEM AND APPLICATION RESPONSIBILITY AND ADDITIONAL INDEMNITY. CUSTOMER ACKNOWLEDGES THAT IT IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING THE SUITABILITY AND RELIABILITY OF THE PRODUCTS OR SERVICES WHENEVER THE PRODUCTS OR SERVICES ARE INCORPORATED IN ITS SYSTEM OR APPLICATION, INCLUDING THE APPROPRIATE DESIGN, PROCESS, AND SAFETY LEVEL OF SUCH SYSTEM OR APPLICATION. FURTHER, CUSTOMER MUST TAKE PRUDENT STEPS TO PROTECT AGAINST PRODUCT AND SERVICE FAILURES WHEN PRODUCTS AND SERVICES ARE INCORPORATED IN A SYSTEM OR APPLICATION, INCLUDING PROVIDING BACK-UP AND SHUT-DOWN MECHANISMS. CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD CRS HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, INCLUDING LAWSUITS, ARBITRATIONS, AND/OR ADMINISTRATIVE ACTIONS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF CUSTOMER’S INCORPORATION OF THE PRODUCTS OR SERVICES INTO ITS SYSTEM OR APPLICATION, REGARDLESS OF WHETHER SUCH CLAIMS ARE FOUNDED IN WHOLE OR IN PART UPON ALLEGED OR ACTUAL NEGLIGENCE OF CRS.

17.LIMITATION OF LIABILITY. CRS SHALL NOT BE LIABLE FOR (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS OR SERVICES; OR (II) ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH: (A) PRODUCTS OR SERVICES NOT BEING AVAILABLE FOR USE, INCLUDING ANY COSTS OF OBTAINING SUBSTITUTE PRODUCTS OR SERVICES; (B) LOSS OF, CORRUPTION OF, OR LOSS OF USE OF ANY PRODUCTS, HARDWARE, SOFTWARE OR DATA; (C) LOSS OF REVENUE, PROFIT, OR BUSINESS OPPORTUNITY; (D) BUSINESS INTERRUPTION OR DOWNTIME; OR (E) INABILITY TO ACHIEVE A PARTICULAR RESULT, EVEN IF IT IS AT SUGGESTION MADE BY CRS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF CRS ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS OR SERVICES, SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO SUCH CLAIM. THIS SECTION: (1) APPLIES TO CRS AND ITS LICENSORS, DISTRIBUTORS, AND SUPPLIERS (INCLUDING ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), (2) REFLECTS AN ALLOCATION OF RISK BETWEEN CRS AND CUSTOMER IN VIEW OF THE PURCHASE PRICE OF THE PRODUCTS AND SERVICES, (3) APPLIES EVEN IF CRS HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES AND REGARDLESS OF WHETHER SUCH CLAIMS ARE FOUNDED IN WHOLE OR IN PART UPON ALLEGED OR ACTUAL NEGLIGENCE OF CRS, AND (4) REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE.

18.FORCE MAJEURE. CRS shall not be responsible for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of nature or governments; interruptions of telecommunications, power or transportation; failure of contractors or suppliers; or inability to obtain necessary labor or materials (“Force Majeure Event”). In the event of a Force Majeure Event, CRS reserves the right to cancel the applicable order without any liability to Customer. 

19.LIMITATION PERIOD. CRS SHALL NOT BE LIABLE FOR ANY CLAIM ARISING UNDER THIS AGREEMENT BROUGHT MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION FOR SUCH CLAIM FIRST AROSE.

20.Assignment: The Customer shall not transfer or otherwise assign its rights and obligations under an order and these terms and conditions, in whole or in part, without the prior written consent of CRS, which consent may be arbitrarily withheld. Any purported assignment or transfer without C.R.S`s consent shall constitute a breach by Customer of its obligations to CRS and shall entitle CRS, in addition to any other remedies it may have at law or equity, to terminate any and all outstanding orders and claim for any damages thereby suffered or incurred.

21.Waiver: The failure of CRS to insist upon the Customer strict performance in any of the terms and conditions hereunder or a delay by CRS in exercising any of its remedies hereunder shall not constitute a waiver of these terms and conditions or a waiver of any default or any remedy.

22.UPDATES. CRS reserves the right to update this Agreement at any time however, the terms and conditions in effect at the time of purchase shall apply to that purchase of Products or Services.

23.GENERAL TERMS. This Agreement, and any terms incorporated herein by reference, constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings or agreements, whether written or oral, with respect to that subject matter. Customer acknowledges reading this Agreement, understands these terms, and agrees to be bound by them. This Agreement may not be altered, supplemented, or amended by the use of any other document unless otherwise agreed in writing by CRS. No delay or failure by CRS to exercise any right it has under this Agreement shall impair or be construed as a waiver of such right.  A waiver of any provision of this Agreement must be in writing and shall not be construed as a waiver or modification of any other term hereof, or as a continuing waiver of any provision. The term ‘including’ as used in the Agreement should be construed as ‘including without limitation’. If any part, term, or provision of this Agreement is held illegal, unenforceable, or in conflict with any applicable and enforceable law, the validity of the remaining portions or provisions of this Agreement shall not be affected. The doctrine that any ambiguity contained in a contract shall be construed against the party whose counsel has drafted the contract is expressly waived by each of the parties with respect to this Agreement.  
June 30, 2016