Terms and Conditions 

Effective Date: 01 FEB 2025

These Terms and Conditions (“Agreement”) govern the sale of products and/or services by Cohesive Fusion (“Company,” “we,” or “us”) to any purchaser (“Client,” “Customer,” or “you”). By signing a purchase order or accepting delivery of any Product or Service, you agree to be bound by these Terms and Conditions.

1. Definitions

  1. “Product” refers to any equipment, hardware, software, or accessories sold by the Company, including but not limited to the KD-27.

  2. “Services” refers to any installation, setup, maintenance, or other services provided by the Company in relation to the Product.

  3. “Agreement” collectively refers to these Terms and Conditions, any applicable purchase orders, and any written amendments or modifications agreed upon by the parties.

2. Orders and Acceptance

  1. Quotations

    • Any written or oral quotation provided by the Company is valid for the period stated in the quotation or, if not stated, for 30 days from the quotation date.

    • Quotations are not binding unless and until the Customer issues a purchase order that is accepted by the Company in writing.

  2. Purchase Orders

    • All purchase orders submitted by the Customer are subject to Company’s written acceptance.

    • The Company reserves the right to reject any purchase order in whole or in part.

  3. Entire Agreement

    • Each accepted purchase order is subject to this Agreement, which supersedes any conflicting terms contained in any Customer document, unless otherwise agreed to in writing by both parties.

3. Pricing and Payment

  1. Pricing

    • Prices are listed in U.S. dollars. Any quoted price is exclusive of taxes (unless otherwise stated).

    • The Company reserves the right to adjust pricing prior to order acceptance based on changes in raw material costs, labor, or market conditions.

  2. Payment Terms

    • Payment is due as stated on the invoice or as separately negotiated in writing. If no payment terms are specified, net 30 days from the invoice date shall apply.

    • Late payments may be subject to a finance charge of 1.5% per month (or the maximum allowed by Florida law, whichever is less).

  3. Taxes

    • All federal, state, and local taxes (including Florida sales tax if applicable), fees, or duties imposed on the transaction shall be paid by the Customer, unless Customer provides a valid tax-exemption certificate.

4. Delivery and Installation

  1. Delivery

    • Delivery and installation timelines provided by the Company are estimates and subject to change due to factors outside the Company’s control.

    • The Company will make reasonable efforts to meet delivery and installation schedules but shall not be liable for any damages or penalties resulting from delays.

  2. Risk of Loss

    • Risk of loss or damage to the Product passes to the Customer upon delivery to the agreed-upon location, unless the parties expressly agree otherwise in writing.

  3. Installation Services

    • If the Company is responsible for installation, the Customer agrees to provide reasonable access to the installation site, necessary utilities, and any other required resources to complete the installation in a timely manner.

    • Any delays caused by the Customer’s failure to provide access or resources may result in additional fees.

5. Commission Structure (If Applicable)

Where applicable (e.g., for sales representatives or resellers), refer to the Company’s Commission Schedule or Sales Contract for details on commission rates, eligibility, and timing, including any Florida-specific disclosures. Any dispute over commission will be handled per the dispute resolution provisions in this Agreement and any specific language in the separate commission agreement.

6. Warranties and Disclaimer

  1. Limited Product Warranty

    • The Company warrants that the Product will be free from material defects in workmanship and materials under normal use for the period stated in the Company’s official documentation (the “Warranty Period”).

    • During the Warranty Period, the Company will, at its discretion, repair or replace any defective Product component.

  2. Services Warranty

    • The Company warrants that any Services will be performed in a workmanlike manner in accordance with industry standards.

  3. Exclusions

    • The above warranties do not cover defects or damage arising from abuse, misuse, alteration, or unauthorized repair.

    • This warranty is void if the Product is installed or used contrary to the instructions or specifications provided by the Company.

  4. Disclaimer

    • EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY FLORIDA LAW.

7. Limitation of Liability

  1. Exclusion of Certain Damages

    • TO THE FULLEST EXTENT PERMITTED BY FLORIDA LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF USE.

  2. Maximum Liability

    • In no event shall the Company’s total liability exceed the amount actually paid by the Customer for the specific Product or Service that gave rise to the claim.

8. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party (and its officers, directors, employees, and agents) from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to the indemnifying party’s negligence, willful misconduct, or breach of this Agreement, to the extent permitted by Florida law.

9. Force Majeure

The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, labor strikes, shortages of materials, civil disturbances, or acts of governmental authorities. In the event of such delay, the Company’s obligations shall be postponed for a period equal to the time lost by reason of the delay, without liability.

10. Confidentiality

Any non-public, confidential, or proprietary information exchanged between the parties shall be used solely for the purpose of fulfilling the obligations under this Agreement and shall not be disclosed to any third party without prior written consent, except as required by law.

11. Compliance with Laws

Customer and Company each agree to comply with all applicable federal, state (including Florida), and local laws and regulations, including any import/export, data privacy, or regulatory approvals that may be required for the Product or Services.

12. Governing Law and Venue

  1. Governing Law

    • This Agreement and any disputes arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

  2. Venue

    • Any litigation arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts located in [County], Florida, and the parties hereby consent to such jurisdiction and venue.

13. Dispute Resolution

Prior to initiating any legal action, the parties agree to make a good-faith effort to resolve any disputes through direct negotiation. If the dispute is not resolved, the parties may mutually agree to submit the matter to mediation or arbitration in Florida before pursuing litigation.

14. Termination

Either party may terminate this Agreement:

  1. For Convenience: With 30 days’ written notice to the other party, if the termination is not related to breach of contract. (Note: Any prepaid amounts may be handled per a separate cancellation policy or refund schedule, if applicable.)

  2. For Breach: Immediately upon written notice if the other party fails to cure any material breach within 15 days of receiving written notice of such breach.

Upon termination, the Customer shall pay for all Products delivered and Services performed up to the date of termination.

15. Assignment

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest through merger, sale of assets, or other corporate transaction.

16. Severability

If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted by law.

17. No Waiver

No waiver by the Company of any breach of this Agreement by the Customer shall be deemed a waiver of any other breach, and no delay or omission by the Company to exercise or enforce any right or remedy shall be deemed a waiver of that right or remedy.

18. Entire Agreement

This Agreement, together with any purchase orders, attachments, or exhibits, constitutes the entire agreement between the parties regarding the subject matter and supersedes any prior or contemporaneous understandings, agreements, or representations, whether written or oral.

19. Notices

Any notice required under this Agreement shall be given in writing and delivered via:

  1. Certified or Registered Mail (return receipt requested),

  2. Overnight Courier, or

  3. Email (with confirmed receipt),

to the respective addresses or email addresses provided by each party.

20. Changes to Terms

The Company reserves the right to modify these Terms and Conditions from time to time. However, any modifications will not apply retroactively to orders that were already accepted before the changes were published.

Signatures

By placing a purchase order or otherwise entering into a business transaction with the Company, the Customer acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.

Disclaimer

These Terms and Conditions are provided as a general framework under Florida law. For specific legal advice or tailoring to your business model, please consult with a Florida-licensed attorney.

Cohesive Fusion
608 Lost Key Drive Unit 502C

Pensacola, FL 32507

1-800-953-4154

infocf@cohesivefusion.com

www.cohesivefusion.

© 2025 Cohesive Fusion. All rights reserved.