TERMS AND CONDITIONS OF SALE
January 2026
1. definitions
1.1 “Agreement” – The binding contract between the Buyer and Ossia Process Solutions Ltd. (“Ossia”) governing the purchase of Products and/or
Services.
1.2 “Buyer” – The individual, company, partnership, or entity purchasing Products and/or Services from Ossia, as idenƟfied in the Purchase
Documents.
1.3 “Products” – Equipment, parts, materials, or other items supplied by Ossia under this Agreement.
1.4 “Purchase Documents” – All accompanying documentation that describes the Products and/or Services being purchased, including requests
for quotation, purchase orders, and Ossia’s quotation.
1.5 “Services” – Engineering, technical, or mechanical services provided by Ossia in connection with the Products.
2. scope of terms
These Terms govern all sales of Products and provision of Services. Any modifications must be agreed to in writing by Ossia. They supersede any Buyer-supplied terms, Purchase Orders, or other communicaƟons unless expressly accepted by Ossia in writing.
3. pricing & quotations
Ossia’s quotations are valid for 30 days unless otherwise specified. Quoted prices exclude taxes, duties, tariffs, levies, or other government-imposed charges, which will be billed separately. Ossia may adjust pricing in the event of changes in import costs, tariffs, or customs duties
4. payment terms
Payments are due within 30 days of invoice, unless a milestone schedule is agreed.
Overdue amounts accrue interest at 1.2% per month (15.3895% per annum), compounded monthly.Payment is due 60 days after receipt of a correct invoice.
The Buyer may withhold payment if Goods or Services fail to meet agreed specifications or contractual requirements. Payment will resume once deficiencies are resolved to the Buyer’s satisfaction.
5. Delivery, title & risk
Delivery dates are estimates and depend on Buyer providing all necessary information.
Products are delivered EX WORKS from Ossia’s facility. Buyer assumes risk during transit.
Ownership transfers to Buyer upon full payment or delivery, whichever occurs later.
6. documentation
Ossia will provide documentation as specified in the quotaƟon. Additional copies or alternate media may be supplied at
current rates.
7. installation
Buyer is responsible for transport, receipt, storage, installation, commissioning, and maintenance.
Ossia may provide installaƟon support at mutually agreed pricing or at published rates.
8. force majeure
Ossia is excused from performance delays caused by events beyond its reasonable control, including but not limited to: acts
of God, labor disputes, governmental orders, accidents, material shortages, or civil unrest. Delivery dates and pricing may be adjusted, or
agreements terminated, with Buyer responsible for related costs.
9. termination & suspension
Buyer may terminate or suspend orders upon payment of costs, including dismantling, restocking, or other
fees.
Ossia may suspend or terminate delivery or Services if Buyer fails to meet payment obligations, without prejudice to other remedies.
10. warranty
Ossia Products: Defects in materials or workmanship will be repaired or replaced at Ossia’s discretion for 12 months from delivery
or installation. Third-Party Products: Covered under the manufacturer’s warranty. Ossia assists with claims but bears no liability for defects.
Services: Workmanship for Services is warranted for 12 months. Interpretative services are provided “as-is” without warranty.
On-Site Warranty Support: Buyer is responsible for travel and service costs, billed at Ossia’s published rates.
11. warranty exclusions
The warranty does not cover: Misuse, abuse, or accidental damage, Improper installaƟon or application, Corrosion
or inadequate maintenance, OperaƟng conditions outside supplied specificaƟons
No other warranties, express or implied, including merchantability or fitness for a specific purpose, are provided.
12. limitation of liabilities
Ossia is not liable for consequential, indirect, or special damages, including loss of profit, downƟme, or lost product.
Liability is strictly limited to repair, replacement, or correction of Products or Services.
Total liability shall not exceed the aggregate value of Products and/or Services provided under this Agreement. For major oil & gas clients, Ossia
expressly limits liability and requires the Buyer to maintain appropriate insurance coverage for indirect or consequential losses.
13. professional liability
Ossia maintains professional liability coverage to protect against claims arising from engineering, technical, or
consulting Services. Buyer acknowledges that Ossia’s obligations are limited to the extent of this coverage.
14. indemnification
Ossia: Agrees to indemnify Buyer against claims arising solely from Ossia’s negligent acts or willful misconduct. Buyer:
Agrees to indemnify Ossia against claims arising from Buyer’s negligence or willful misconduct.
15. insurance
Buyer shall maintain property damage or “all risk” builder’s risk insurance naming Ossia and product manufacturers as additional insured, with waiver of subrogation rights.
16. governing law & jurisdiction
Assignment requires Ossia’s prior written consent. No agreements outside this document are valid unless expressly stated. Claims must be initiated within 2 years of the cause of action.
Assignment requires Ossia’s prior wriƩen consent. No agreements outside this document are valid unless expressly stated. Claims must be iniƟated within 2 years of the cause of acƟon.