Effective Date: August 25, 2026
These Standard Terms and Conditions of Sale (“Terms and Conditions”) apply to the sale of equipment/hardware (“Products”) by Kinsman, a brand of SignalQuest, LLC (“Kinsman”) to a buyer (“Buyer”) pursuant to a Kinsman-accepted purchase order, order form, electronic order, or similar ordering document for one or more Products. For clarity, these Terms and Conditions do not govern access to or use of Kinsman-branded websites or software applications subject to the Kinsman Terms of Service.
Buyer’s offer resulting from Kinsman’s quotation is expressly conditioned upon Buyer’s assent to these Terms and Conditions. All orders will be subject to acceptance by Kinsman as indicated by the delivery to Buyer of Kinsman’s order confirmation form.
Acceptance of Buyer’s order is conditional on Buyer’s assent to these Terms and Conditions. If Buyer objects to any terms set forth herein, such objection must be in writing and delivered to Kinsman within ten (10) days of receipt of Kinsman’s order confirmation form. Failure to make such a timely objection, or acceptance by Buyer of any Products delivered by Kinsman hereunder, shall be conclusively deemed assent to these Terms and Conditions.
Prices set forth in Kinsman’s quotation are valid until the earlier to occur of (i) the expiration date stated in the quotation and (ii) thirty (30) days from the date of the quotation. The quoted prices are exclusive of all taxes, freight, duties, or other applicable charges. All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions which are not a part of the original price quotation.
Unless otherwise expressly agreed in writing by Kinsman, payment is due at the time of order.
All Products shall be shipped F.O.B. Kinsman’s facility in Lebanon, New Hampshire, United States of America. Unless otherwise agreed to in writing, Buyer shall be responsible for all transportation, insurance, duties, and other applicable expenses. Risk of loss or damage shall pass to Buyer upon delivery of the Product to the common carrier for shipment.
Where applicable, Kinsman may deliver Products in installments. Shipping dates are estimates only and are not guaranteed. Kinsman shall not be liable for any loss or expense, whether arising in contract, tort, or otherwise (consequential or otherwise), incurred by Buyer if Kinsman fails to meet the specified estimated delivery schedule due to unavoidable production delays, supply chain disruptions, or other delays beyond Kinsman’s reasonable control.
Kinsman offers to sell and deliver the Products specified herein in accordance with the terms and conditions hereof. THIS OFFER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS HEREOF AND ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY THE BUYER ARE HEREBY OBJECTED TO AND REJECTED UNLESS EXPRESSLY ASSENTED TO IN WRITING BY KINSMAN.
Kinsman shall not be liable for any delay in delivery, non-delivery, failure to perform, or other loss in whole or in part, caused by the occurrence of any contingency beyond the reasonable control of Kinsman or Kinsman’s suppliers, including, but not limited to: war (whether declared or undeclared); sabotage; insurrection; riot or other civil disturbance; act of a public enemy; failure or delay in transportation; act of any government or any agency or subdivision thereof; judicial action; labor dispute; accident; fire; explosion; flood; storm; earthquake; epidemic; pandemic; shortage of labor, fuel, raw materials, or machinery; supply chain disruption; cyberattack; power outage; or technical failure where Kinsman has exercised ordinary care in the prevention thereof. During any such event, Kinsman may allocate production and deliveries among its buyers in its sole discretion.
Kinsman may, in its sole discretion, modify the specifications of Products designed by Kinsman and substitute goods manufactured to such modified specifications for those specified herein, provided such goods substantially conform to the applicable order.
Any notice or instruction from the Buyer received subsequent to Kinsman delivering its order confirmation form, including supplementary information contained in a confirming purchase order, which has the effect of changing the specifications, scope of work, or other terms, will be effective only upon an appropriate adjustment in the price and/or delivery date, and acceptance of any change by Kinsman in writing.
THE FOLLOWING IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BY PLACING AN ORDER FOR PRODUCTS, BUYER ACKNOWLEDGES AND AGREES THAT: (a) THE PRODUCTS ARE MEASUREMENT AND SITE PLANNING AIDS INTENDED TO ASSIST, BUT NOT REPLACE, PROFESSIONAL SURVEYING, ENGINEERING JUDGMENT, AND INDEPENDENT VERIFICATION; (b) BUYER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE PRODUCTS ARE SUITABLE FOR BUYER’S INTENDED APPLICATIONS AND FOR INDEPENDENTLY VERIFYING ALL MEASUREMENTS, DATA, AND OUTPUTS BEFORE RELYING ON THEM; (c) CONSTRUCTION SITES INVOLVE INHERENT RISKS, INCLUDING HEAVY MACHINERY, MOVING EQUIPMENT, AND HAZARDOUS CONDITIONS, AND BUYER IS SOLELY RESPONSIBLE FOR ENSURING SAFE OPERATIONS AND MAINTAINING SITUATIONAL AWARENESS; (d) KINSMAN SHALL HAVE NO LIABILITY FOR ANY CONSTRUCTION DELAYS, COST OVERRUNS, LAYOUT ERRORS, PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH ARISING FROM BUYER’S USE OF OR RELIANCE ON THE PRODUCTS; (e) THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND CONDITIONS IS REFLECTED IN THE PRICE OF THE PRODUCTS AND IS A MATERIAL INDUCEMENT FOR KINSMAN TO ENTER INTO THIS AGREEMENT; AND (f) BUYER HAS HAD THE OPPORTUNITY TO REVIEW THESE TERMS AND CONDITIONS WITH LEGAL COUNSEL AND ACCEPTS THEM VOLUNTARILY.
Kinsman warrants, for a period of two (2) years from the date of delivery, that the Products will be free from defects in materials and workmanship and will substantially conform to Kinsman's written specifications, drawings, and other descriptions applicable to the order. Kinsman further warrants that at the time of delivery Kinsman has title to the Products free and clear of any liens and encumbrances. THESE WARRANTIES ARE THE ONLY WARRANTIES MADE BY KINSMAN AND CAN BE AMENDED ONLY BY A WRITTEN INSTRUMENT SIGNED BY AN OFFICER OF KINSMAN. Kinsman shall not be responsible for ordinary wear and tear, except to the extent expressly agreed in writing pursuant to an accidental damage policy or similar policy applicable to the order.
Continued use or possession of Products after expiration of the applicable warranty period shall be conclusive evidence that the warranty has been fulfilled to Buyer’s full satisfaction. KINSMAN MAKES NO WARRANTY AS TO EXPERIMENTAL, DEVELOPMENTAL, OR PROTOTYPE PRODUCTS, OR AS TO PRODUCTS NOT MANUFACTURED BY KINSMAN.
The warranties set forth herein shall not be enlarged, diminished, or affected by, and no obligation or liability shall arise or grow out of, Kinsman's rendering of technical advice, recommendations, or services in connection with Buyer's order or the Products furnished hereunder. Any such advice, recommendations, or services are provided “AS IS” without warranty of any kind.
Replacement of Non-Conforming Products: If a Product does not conform to the warranty set forth in Section 11, Buyer may contact Kinsman Customer Support to receive a replacement at no charge, subject to Kinsman’s verification of the defect or damage. This replacement right shall be the Buyer’s sole and exclusive remedy for any non-conforming Product, and Buyer hereby waives any and all other remedies, whether at law, in equity, or otherwise, with respect to such non-conformity.
Return and Refund Policy: If Buyer is not satisfied with a Product for any reason, Buyer may contact Kinsman Customer Support within ninety (90) days of delivery to return the Product for a refund of the Product purchase price. Buyer is responsible for all return shipping costs.
Order Cancellation. Orders are processed promptly; therefore, cancellation is not guaranteed. Once an order has shipped, the Product must be returned under the Return and Refund policy set forth above, and shipping charges are nonrefundable unless the Product was defective, damaged, or incorrect.
Buyer agrees to defend, indemnify, and hold harmless Kinsman and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs of litigation) arising out of or relating to: (a) the application, integration, or use of the Products in Buyer’s designs, products, systems, or operations; (b) Kinsman’s provision of technical advice, assistance, or services in connection with the Products; (c) any personal injury (including death) or property damage occurring during or after use of the Products; (d) any construction delays, scheduling impacts, cost overruns, or project disruptions arising from Buyer’s use of or reliance on the Products; (e) any errors, inaccuracies, or deficiencies in construction layout, site measurement, structural design, or workmanship resulting from Buyer’s reliance on measurements, data, or outputs generated by the Products; or (f) any claims by third parties, including but not limited to employees, contractors, subcontractors, or end users, arising out of Buyer’s use or misuse of the Products. The allocation of liability set forth in this paragraph shall apply to the maximum extent permitted by applicable law.
Products sold by Kinsman are not designed for use in life support and/or safety equipment where malfunction of the product can reasonably be expected to result in personal injury or death. Products are intended as aids to construction measurement and site planning and are not substitutes for professional surveying, engineering review, or independent verification of measurements. Buyer acknowledges that the Products may be used in environments involving heavy machinery, moving equipment, and active construction sites, and that operators must exercise independent judgment and maintain situational awareness at all times. Buyer uses or sells Products for use in life support, safety, or any application where malfunction or inaccuracy could result in personal injury, death, or property damage at Buyer’s own risk, and Buyer agrees to defend, indemnify, and hold harmless Kinsman from any and all damages, claims, suits, or expenses resulting from such use.
If Products furnished by Kinsman fail to conform to Kinsman's Limited Warranty set forth above, Kinsman's sole and exclusive liability shall be, at Kinsman's sole option, to repair, replace, or credit Buyer's account for any such Products that are returned by Buyer during the applicable warranty period, provided that: (i) Kinsman is promptly notified in writing upon discovery by Buyer that such Products failed to conform, with a detailed explanation of the alleged deficiencies; (ii) such Products are returned to Kinsman, F.O.B. Kinsman’s facility, in accordance with Kinsman’s reasonably required procedures for return; and (iii) Kinsman’s examination of such Products discloses to Kinsman's satisfaction that the alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, improper installation, improper storage, unauthorized repair, improper testing, or use in a manner inconsistent with the Products’ intended purpose. If Kinsman elects to repair or replace such Products, Kinsman shall have a reasonable time to do so. REPAIR, REPLACEMENT, OR CREDIT SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY.
Kinsman’s maximum total liability in connection with the sale of its Product for damages or expenses arising from any cause whatsoever, including but not limited to any default, breach of warranty, negligence, strict liability, or failure to deliver Product in conformance with Buyer’s order, shall not exceed the lesser of (a) the price actually paid to Kinsman for the particular Products involved in the occurrence giving rise to such liability, or (b) $50,000. The period of such liability shall not extend beyond the warranty period. THIS IS KINSMAN'S ONLY LIABILITY AND BUYER'S EXCLUSIVE REMEDY FOR ANY CLAIM, WHETHER ARISING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE.
KINSMAN SHALL NOT BE LIABLE FOR ANY SPECIAL, COLLATERAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, CONSTRUCTION DELAYS, PROJECT COST OVERRUNS, SCHEDULING IMPACTS, PROPERTY DAMAGE, PERSONAL INJURY (EXCEPT TO THE EXTENT SUCH EXCLUSION IS PROHIBITED BY LAW), DAMAGE TO REPUTATION, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF KINSMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.
Acceptance shall be presumed conclusively to have occurred thirty (30) days following delivery of Product to Buyer, unless Buyer has notified Kinsman in writing of any defect or nonconformity prior to that date.
Nothing in these Terms and Conditions shall prohibit Kinsman from marketing or selling Products to any third party, whether or not the Products are “off the shelf” or built or modified to suit Buyer's requirements. Unless otherwise expressly agreed to in writing by an officer of Kinsman, payment of nonrecurring engineering (NRE) fees to Kinsman shall not afford Buyer any exclusive rights to purchase, market, or sell any Products or technology developed in the course of such engineering work.
Buyer assumes all responsibility for: (a) conformance of Product with laws, rules, regulations, and ordinances of any governmental agency or other authority applicable to the use or operation of Product; (b) determining the suitability of the Products for Buyer’s intended applications; (c) independently verifying all measurements, data, and outputs generated by the Products before relying on them for construction, surveying, or any other purpose; and (d) ensuring that all persons operating or interacting with the Products are properly trained and exercise appropriate care and situational awareness.
Buyer shall keep strictly confidential all proprietary information, trade secrets, technical data, know-how, and other confidential information furnished or disclosed by Kinsman (collectively, “Confidential Information”). Buyer shall not, directly or indirectly, disclose, copy, or otherwise transfer any Confidential Information to any third party at any time, and shall use Confidential Information solely in connection with Buyer’s authorized use of the Products. Buyer shall not modify, disassemble, decompile, or reverse engineer any Product or any component thereof.
Kinsman shall have and retain exclusive ownership of all patents, trademarks, service marks, copyrights, trade secrets, and all other intellectual property rights in and to the Products, including any modifications, improvements, or derivative works thereof. Title to all software included in or provided with the Products shall remain with Kinsman, and Buyer’s use thereof shall be subject to and restricted by the terms of a separate software license agreement between Kinsman and Buyer. No license or right under any intellectual property is granted to Buyer by implication, estoppel, or otherwise, except as expressly set forth in these Terms and Conditions or a separate written agreement signed by Kinsman.
This Contract is not assignable by Buyer and any attempt to assign any rights, duties or obligations arising hereunder shall be void.
If any phrase, clause or provision shall be declared void, the validity of any other provisions shall not be affected thereby.
These Terms and Conditions and all orders placed hereunder shall be governed by and construed in accordance with the laws of the State of New Hampshire, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms and Conditions or any order.
Any claim or cause of action arising out of or relating to the Products or these Terms and Conditions must be commenced within one (1) year after the cause of action accrues, regardless of when the claimant discovered or should have discovered the claim. Failure to bring a claim within this period shall permanently bar the claim. This limitation applies to all claims, whether arising in contract, tort, strict liability, or otherwise.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, ANY ORDER, OR THE PRODUCTS.
Any controversy or claim arising out of or relating to these Terms and Conditions, any order, or the Products, including any dispute concerning the validity, interpretation, breach, or termination hereof, shall be resolved exclusively by binding arbitration in the State of New Hampshire, conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. If the parties are unable to agree on an arbitrator within thirty (30) days after a party serves notice of a request to arbitrate, then an arbitrator shall be selected by the American Arbitration Association pursuant to its then-current rules within fifteen (15) days thereafter. The arbitrator’s award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The prevailing party in any arbitration or legal proceeding shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses incurred in connection therewith. BUYER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION.
Buyer agrees to these Terms and Conditions by placing an order for Products. These Terms and Conditions, together with Kinsman’s order confirmation form and any documents expressly incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, understandings, and agreements, whether oral or written. These Terms and Conditions shall supersede and control over any conflicting or additional terms in any purchase order, acknowledgment, or other communication from Buyer. Kinsman’s failure to object to any provisions contained in any communication from Buyer shall not constitute a waiver of any provision hereof or acceptance of any such conflicting or additional terms. These Terms and Conditions may not be modified or amended except by a written instrument signed by an authorized officer of Kinsman.
