These Master Terms and Conditions ("Terms") govern all transactions between Quantec, LLC ("Quantec") and any entity that purchases Products, Professional Services, or Subscription Services from Quantec ("Customer"). These Terms supersede any conflicting provisions in Customer's purchase orders or procurement documents.


Article 1 - Scope and Application
 

• 1.1 These Terms apply to all sales of Products, Professional Services, and Subscription Services by Quantec to Customer, whether conducted through purchase orders, quotes, statements of work, or other transaction documents.
   

• 1.2 If the parties execute a separate written master services agreement or statement of work signed by both parties, that agreement will prevail over these Terms for any direct conflicts.
   

• 1.3 Customer Terms in purchase orders, procurement portals, or other Customer documents that contain conflicting provisions are rejected. Processing and fulfilling a Customer order does not constitute acceptance of any Customer terms and conditions.

Article 2 - Definitions

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party.

"Customer" means the entity making purchases under these Terms.

"Documentation" means user guides, manuals, specifications, and other materials describing Products or Services.

"Force Majeure Event" means events beyond a party's reasonable control, including natural disasters, cyberattacks, government actions, pandemics, or supply chain disruptions.

"Intellectual Property Rights" means all patents, copyrights, trade secrets, trademarks, and other proprietary rights worldwide.

"OEM" means the original equipment manufacturer or licensor of Products or Services.

"Order" means any purchase order, quote, statement of work, or transaction document referencing these Terms.

"Products" means hardware, software, equipment, or related documentation sold or licensed by Quantec.

"Professional Services" means consulting, implementation, configuration, training, or other technical services performed by Quantec.

"Subscription Services" means cloud-based or third-party subscription services resold by Quantec through a Subscription Provider.

"Subscription Provider" means third-party vendors whose services are resold through Quantec.


Article 3 - Order Acceptance and Modifications

3.1 Orders become binding only upon Quantec's written or electronic confirmation.

3.2 Quantec may reject or cancel any Order due to credit concerns, supply constraints, or regulatory restrictions.

3.3 Order modifications, changes, or cancellations require mutual written agreement and may result in price or schedule adjustments plus vendor pass-through charges.


Article 4 - Pricing, Payment Terms, and Credit

4.1 Price Validity and Structure
 

• 4.1.1 Prices are stated in U.S. dollars and remain valid for thirty (30) days unless otherwise specified.
   

• 4.1.2 Prices exclude all taxes, duties, shipping, insurance, and similar charges unless expressly included.

​​​4.2 Payment Terms
 

 

• 4.2.1 Standard Terms: Payment is due in full before shipment or service commencement unless Quantec approves alternative credit terms in writing.
   

• 4.2.2 Approved Credit: When credit is granted, invoices are due net-30 days from invoice date. Quantec may revoke credit terms at any time.
   

• 4.2.3 Late Payments: Past-due amounts accrue interest at 1.5% per month or the maximum legal rate, whichever is lower.
   

• 4.2.4 Collection Rights: Quantec may declare all outstanding amounts immediately due and suspend performance for overdue payments.

4.3 Taxes and Fees
 

• 4.3.1 Customer is responsible for all applicable taxes except those on Quantec's net income.
   

• 4.3.2 Customer must provide valid exemption certificates before invoicing to claim tax exemptions.

4.4 Credit and Security

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• 4.4.1 Customer authorizes Quantec to obtain commercial credit information at any time.
   

• 4.4.2 If Customer's creditworthiness declines, Quantec may require advance payment or other security.
   

• 4.4.3 Customer grants Quantec a purchase-money security interest in Products until paid in full and authorizes necessary UCC filings.
   

• 4.4.4 Customer will reimburse Quantec for collection costs, including reasonable attorney fees.

Article 5 - Delivery, Title, and Risk of Loss
 

• 5.1 All shipments are FOB Origin unless otherwise agreed. Title and risk of loss transfer to Customer when Products are delivered to the carrier.
   

• 5.2 For Software and Subscription Services, only usage rights are granted. All intellectual property rights remain with the applicable OEM or Subscription Provider.

Article 6 - Subscription Services
 

• 6.1 Subscription Services are governed by applicable third-party provider terms, including end-user license agreements and acceptable use policies.
   

• 6.2 Subscriptions are non-cancellable during the committed term. Customer remains liable for all fees regardless of usage or access status.
   

• 6.3 Subscription Providers may suspend or terminate access directly for violations of their terms. Quantec is not liable for such provider actions.

Article 7 - Returns and Restocking
 

• 7.1 Hardware Returns: Must be requested within five (5) days of delivery, require return authorization, must be in original condition, and are subject to 15-25% restocking fees plus vendor charges and shipping costs.
   

• 7.2 Software and Subscriptions: All sales are final and non-refundable.
   

• 7.3 Returns must include original packaging and be in new, resellable condition. Customer bears return shipping costs and risk of loss.

Article 8 - Inspection and Acceptance
 

• 8.1 Customer must inspect Products and Services promptly. Items are deemed accepted unless Quantec receives written notice of non-conformity within fourteen (14) days of delivery or service completion.
   

• 8.2 Use of Subscription Services constitutes acceptance.

Article 9 - Term and Termination
 

• 9.1 These Terms remain effective until terminated by either party with forty-five (45) days’ written notice. Specific Orders may define different terms.
   

• 9.2 Quantec may terminate immediately for Customer default, insolvency, or non-payment.
   

• 9.3 Termination does not relieve Customer of payment obligations for Products or Services already delivered or ordered.

Article 10 - Limited Warranties and Disclaimers

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• 10.1 Product Warranties
  Quantec passes through only those warranties offered by the OEM or Subscription Provider. Customer's remedies are limited to those provided by the manufacturer.
   

• 10.2 Professional Services Warranty
  Quantec warrants that Professional Services will be performed in a professional and workmanlike manner consistent with industry standards.
   

• 10.3 Subscription Services
  Warranted exclusively by the Subscription Provider.
   

• 10.4 Disclaimer:
  EXCEPT AS EXPRESSLY PROVIDED, ALL PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY. QUANTEC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Article 11 - Limitation of Liability
 

• 11.1 Consequential Damages:
  Neither party will be liable for indirect, incidental, special, or consequential damages, including lost profits or data loss.
   

• 11.2 Damage Cap:
  Quantec's total liability for any claim will not exceed amounts paid by Customer for the affected Products or Services in the twelve (12) months preceding the event
   

• 11.3 Exceptions:
  These limitations do not apply to gross negligence, willful misconduct, or indemnification obligations for personal injury or intellectual property infringement.

Article 12 - Mutual Indemnification
 

• 12.1 Each party will indemnify and hold harmless the other against third-party claims arising from:
   

  • Personal injury, death, or property damage caused by its negligence or willful misconduct

  • Material breach of these Terms or applicable law

  • Intellectual property infringement (limited to each party's own work product)
     

• 12.2 Indemnification requires prompt written notice and cooperation. The indemnifying party controls the defense.

Article 13 - Confidentiality and Data Security
 

• 13.1 Confidential Information means all non-public business, technical, or commercial information disclosed by either party.
   

• 13.2 Both parties will protect Confidential Information with at least reasonable care, limiting disclosure to personnel with a legitimate need to know under similar confidentiality obligations.
   

• 13.3 Confidentiality obligations survive for one (1) year after termination, except for trade secrets, which remain protected as long as legally required.
   

• 13.4 Data Responsibility: Customer is solely responsible for data backups, security, and compliance with applicable data protection laws unless expressly agreed otherwise in writing.

Article 14 - Intellectual Property
 

• 14.1 Retained Rights: OEMs, Subscription Providers, and Quantec retain all intellectual property rights in their respective Products, Software, and Services.
   

• 14.2 Limited License: Customer receives only non-exclusive, non-transferable usage rights as expressly provided in applicable OEM or provider agreements.
   

• 14.3 Work Product: Quantec retains rights to methodologies, documentation, and materials developed during Professional Services unless otherwise agreed in writing.

Article 15 - Non-Solicitation
 

• 15.1 Customer agrees not to solicit or employ Quantec personnel directly involved in service delivery during the engagement and for twelve (12) months thereafter without Quantec's prior written consent.
   

• 15.2 This does not prohibit general job postings or hiring individuals who independently contact Customer through public channels.

Article 16 - Export Compliance
 

• 16.1 Customer must comply with all applicable U.S. export control laws and regulations regarding Products, Services, and technical data.
   

• 16.2 Customer represents it will not export, re-export, or transfer items in violation of such laws and is solely responsible for obtaining required export licenses.

Article 17 - Data Protection and Security
 

• 17.1 Data Ownership: Customer retains ownership of its data and information systems under Customer's control.
   

• 17.2 Security Responsibility: Customer is solely responsible for data backup strategies, security measures, and compliance with applicable data protection regulations unless expressly agreed otherwise.
   

• 17.3 Data Loss Limitation: Customer is solely responsible for data backups and security. Quantec disclaims all liability for data loss except where caused by Quantec's gross negligence during Professional Services delivery. Even in cases of gross negligence, Quantec's total liability shall not exceed the lesser of (i) amounts paid by Customer in the twelve (12) months preceding the incident, or (ii) the total value of the affected Order. Quantec is not liable for indirect or consequential damages arising from data loss.
   

• 17.4 Compliance Support: When requested, Quantec will reasonably cooperate with Customer's compliance efforts for applicable data protection laws.

Article 18 - Force Majeure
 

• 18.1 Neither party will be liable for delays or failures caused by Force Majeure Events, including natural disasters, cyberattacks, pandemics, government actions, or supply chain disruptions.
   

• 18.2 The affected party must use commercially reasonable efforts to resume performance promptly. Payment obligations for amounts already due are not excused.

Article 19 - Governing Law and Dispute Resolution
 

• 19.1 These Terms are governed by California law, excluding conflict-of-law principles
   

• 19.2 Arbitration: All disputes will be resolved through binding arbitration under JAMS Commercial Arbitration Rules in Los Angeles County, California.
   

• 19.3 Injunctive Relief: Either party may seek court injunctions for confidentiality or intellectual property violations.

Article 20 - Notices

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• 20.1 All notices must be in writing and delivered by overnight courier, certified mail (return receipt requested), or email with confirmed receipt to addresses specified in Orders or as updated by written notice.
   

• 20.2 Notices are effective upon confirmed delivery.

Article 21 - Miscellaneous Provisions
 

• 21.1 Entire Agreement
  These Terms and related Orders constitute the complete agreement between the parties and supersede all prior communications regarding the subject matter.
   

• 21.2 Amendment
  Changes require written documents signed by both parties.
   

• 21.3 Assignment
  Customer may not assign rights without Quantec's written consent. Quantec may assign in connection with mergers, acquisitions, or asset sales.
   

• 21.4 Severability
  If any provision is unenforceable, the remaining provisions remain in effect.
   

• 21.5 Waiver
  Failure to enforce any right does not constitute a waiver of future enforcement.
   

• 21.6 Attorney Fees
  The prevailing party in enforcement actions is entitled to reasonable attorney fees and costs.
   

• 21.7 Survival
  Payment obligations, intellectual property rights, confidentiality, indemnification, liability limitations, non-solicitation, and other provisions intended to survive will continue after termination.
   

• 21.8 Updates
  Quantec may update these Terms by posting revisions on its website. Updated Terms apply to future Orders after the stated effective date.

Contact Information:

Quantec
LLC9800 Wilshire Blvd
Beverly Hills, CA 90212
Email: hello@qntc.com
Phone: 310-460-9524

Effective Date: July 22, 2025