These terms (“Agreement”) govern the sale of Proto branded goods (“Product”) between Proto Systems LLC (“Proto”) and the Buyer (“Buyer”).  This document acknowledges receipt of the Buyer’s order by Proto, and confirms the sale of Product evidenced by the invoice as expressly conditioned on the Buyer’s acceptance of the terms and conditions set forth herein.

PRICES – All published prices are subject to change without notice.  Written quotations shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner.  Verbal quotations are provided for budgetary guidance only.  Unless otherwise specifically stated, prices are in U.S. Dollars

TERMS OF PAYMENT

1. Deposits – On orders requiring a deposit, Buyer must make a deposit equal to the amount specified by Proto at the time of order.  Reservation numbers and delivery estimates are provided at the sole discretion of Proto.

2. Method of Payment – Payment may be made by PayPal, credit card payment via Visa, Mastercard, American Express or Discover with valid credit card authorizations.  All orders are payable in U.S. Dollars (USD).

3. Standard Payment Terms – All orders must be paid in full prior to shipment.  Proto has the right to refuse any order, even after accepting payment or partial payment for such order.  Proto will credit/refund any such payment made by the Buyer, if Proto rejects the order.  Once Buyer has been notified that a product is allocated to them, the Buyer must have sufficient funds in Buyer’s account to cover the cost of the Product or remit payment in full within five (5) business days, or the order will be cancelled.  All cancelled orders must be re-ordered (order positions based on re-order date).

4. Deposit Payments – Deposit payment may be remitted via PayPal or credit card payments.  Proto reserves the right to reject any order.  Proto will credit or refund any payments if Proto rejects the order.

5. Balance Payments – Buyer must pay the full remaining balance of the invoice before order will be processed for shipment.  Full balance payment must be made within five (5) business days of order confirmation or the order will be cancelled and the product allocated to the order will be released back to open inventory and may be unavailable thereafter.  Balance payments may be remitted via PayPal or credit card payment.  Buyer authorizes Proto to charge the same credit card used for the initial order deposit or charge the credit card on file, if applicable, for the remaining balance payment without additional confirmation from Buyer.  Proto reserves the right to reject any order.  Proto will credit or refund any payments made if Proto rejects the order.

DELIVERY AND ACCEPTANCE – Unless otherwise provided by Proto in writing, all Product shipments shall be made Carriage Paid to Destination (CPT-Destination) from the Proto facility at Palmdale, California, at which time the title, risk of loss or damage shall pass to the Buyer when the products are transferred to the carrier.  Buyer shall be the importer of record for all purchased products, if applicable.  Licensing requirements for importation to non-U.S. countries is the sole obligation of the Buyer.  In the absence of specific shipping instructions from the Buyer, Proto will ship by the method it deems, in its sole discretion, most advantageous.  Transportation charges will be collected prior to shipment.  Unless otherwise specified, products will be shipped in standard commercial packaging.  When special packaging or export instructions are requested by the Buyer, any additional costs will be the responsibility of the Buyer.  Proto reserves the right to reject certain shipping or packing methods.  Proto  shall use reasonable efforts to notify Buyer of any anticipated delays in delivery.  Proto will not be liable for any loss, damages or penalty resulting from delay in delivery.  Acceptance of the Product by the Buyer shall occur no later than fourteen (14) days after receipt of Product.  Product not rejected during this fourteen-day period shall be deemed accepted, and all returns shall be handled in accordance with Section 7 (Returns).  Product cannot be rejected by Buyer based on criteria that were unknown to Proto or based on test procedures that Proto does not conduct.

RESTRICTIONS ON USE – Buyer will not cause or permit the modification or reverse engineering of software, electronics or of Proto Product without express written consent from Proto.  Buyer will not develop or use non-Proto approved products or software that plug into or directly affect the function or performance of Proto Product without express written consent from Proto.  Buyer will not cause or permit any reverse engineering of Proto Product.  Buyer will not provide repair services for Proto Product without the express written consent from Proto.  Buyer will not use Proto's trademarks, including as part of a domain or company name or in keywords or online search optimizations, without the express written consent from Proto.

WARRANTY – Proto warrants all products will be of good quality and workmanship and free from material defects.  Upon the expiration of the time periods below, all liabilities of Proto will terminate.  In no event shall Proto be liable for consequential damages.  Proto may use refurbished parts for repairs or replacements.  Certain products may be subject to a separate software license agreement.

1. Standard Limited Warranty – When purchased from Proto directly or through an authorized reseller, the Standard Warranty is granted to the original purchaser by Proto for a period of 30 days, parts and labor.  The Standard Limited Warranty does not apply to batteries.  The Standard Limited Warranty covers parts and labor charges for Product that has been returned to an Authorized Service Center.  All warranty returns shall be done in accordance with Proto's  warranty Return Authorization (“RA”) policy.  Any repaired or replaced Product shall be warranted as set forth in this section for a period the greater of (i) the balance of the applicable warranty period relating to such Product or (ii) thirty (30) days after it is received by Buyer.  Only the components that were repaired or replaced will be eligible for the 30-day period as set forth above.  The Standard Limited Warranty effective date is the date of “ex works” from Palmdale, California.

2. Proto Refurbished Product Standard Warranty – All Proto Product sold as refurbished are warranted for a period of thirty(30) days.

3. Certain Proto Product may contain an additional warranty beyond the Standard Warranty.  Such a warranty only applies if the warranty is expressly contained on the Product invoice.  The warranty covers parts and labor for the period specifically stated on the Product invoice.

4. Exclusive Battery Warranty – Proto warrants that batteries purchased or included with the Product will be free from defects in materials and workmanship at the date of purchase by Buyer.  Battery product warranty is limited to original defects in material and workmanship.  Due to the nature and use of these batteries, there is no term warranty.  Misuse, abuse, incorrect charging, failure to comply with applicable battery warnings and guidelines, and other inappropriate use of this Product are not covered under this warranty.

5. Warranty Limitations – All Proto warranties do not cover (i) maintenance, repair or replacement necessitated by loss or damage resulting from any cause other than normal use and operation of the Product in accordance with Proto's specifications and owner’s manual, including but not limited to: theft, exposure to weather conditions, operator negligence, misuse, abuse, improper electrical/power supply; (ii) alterations, modifications or repairs by Buyer or unauthorized third parties; (iii) accident, disaster, improper handling or storage, droppage, modification, opening sealed components, use of third party accessories or acts of nature or any other peril originating from outside the Product; (iv) transportation damage, lack of or improper maintenance, defective batteries, battery leakage; and (v) cosmetic damage or other non-operating parts.  Removal or modification of sealed components, including but not limited to, motors or electronics, voids any and all warranties.  Breaking the seal on any sealed components, including but not limited to motors or electronics, is prohibited and voids any and all warranties unless otherwise approved by Proto.  Any parts replaced by Proto during warranty repair are the property of Proto and will not be returned to Buyer.  Proto may use refurbished parts for repairs or replacements. Use of any software, parts, or products, other than Proto or Proto approved software, parts, and products, which plug into or directly affect the function or performance of Proto products voids any and all warranties. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, PROTO AND ITS LICENSORS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO THE PROTO PRODUCT OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.  PROTO AND ITS LICENSORS DO NOT WARRANT THE PERFORMANCE OR RESULT OF THE PROTO PRODUCT.THE SOLE REMEDY UNDER THIS LIMITED WARRANTY SHALL BE THE REPAIR OR REPLACEMENT FOR DEFECTIVE PARTS AS STATED ABOVE.  THIS WARRANTY IS THE SOLE WARRANTY GIVEN BY PROTO AND IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED.  THIS WARRANTY EXTENDS TO THE BUYER WHEN PURCHASED THROUGH AN AUTHORIZED RESELLER ONLY, AND IS NON-TRANSFERABLE TO OTHER THIRD PARTIES.  PROTO WILL NOT BE LIABLE FOR ANY PROPERTY DAMAGE, LOST TIME, OR LOST DATA RESULTING FROM THE FAILURE OF ANY PRODUCT OR EQUIPMENT OR FROM DELAYS IN SERVICE OR THE INABILITY TO RENDER SERVICE.

6. Third Party Warranty – Proto does not honor warranty agreements extended by third parties.  Only warranty agreements granted by Proto will be honored by Proto.

7. Non-Warranty Repair – Product that no longer qualifies for Warranty Repair may be sent to an Authorized Proto Service Center subject to an evaluation fee.  Proto will provide a quotation for the repair of the Product.  The Customer is responsible for all costs associated with such refurbishment, such as troubleshooting, diagnosis, repair, test, calibration, storage, and shipping costs.  The evaluation fee will be applied to the cost of the refurbishment if the cost of the refurbishment is greater than the evaluation fee.  Any repaired or replaced product shall be warranted for thirty (30) days after it is received by Buyer.  Only the components that were repaired or replaced will be eligible for the 30-day period.  Any parts replaced by Proto during non-warranty repair are the property of Proto and will not be returned to Buyer.  Proto may use refurbished parts for non-warranty repair. Options for repair of discontinued or out-of-warranty products are subject to parts availability.

RETURNS – Buyers must obtain a Return Authorization (“RA”) prior to the return of any Product.  Product, except batteries, may only be returned for refund within fourteen (14) days of original delivery by Proto at shipped address specified by Buyer, provided the Product is in as new condition and passes Proto quality control.

1. Factory Seal – If the factory seal on the Product has been broken, a return will not be accepted, unless Proto gives specific approval for such a return after evaluation and the returned Product is subject to a 25% restocking fee.  All equipment must be shipped in as new condition and in the original shipping materials.  Refunds are subject to an evaluation of the merchandise upon receipt at Proto as defined above, in addition to other tests to ascertain condition of returned goods.  A refund less the restocking fee will be provided within thirty (30) days of completion of evaluation of goods at Proto..

2. Shipping – Buyer is responsible for shipping costs to return Product to Proto.  The shipping costs must be prepaid and the Product should be shipped in its original container, or an equivalent, properly packed to withstand the hazards of shipment and be fully insured.

3. Buyer has thirty (30) days from the date the RA is issued to deliver the Product to Proto.  All Product not delivered thirty (30) days after the RA was issued will not be considered eligible as a return for credit and Proto will return Product to Buyer and Buyer will assume all shipping costs.

4. Dangerous Goods Requirements – Buyer acknowledges that Buyer has been advised of the Dangerous Goods shipping requirements relating to lithium batteries.  If Buyer’s return includes a lithium battery, Buyer agrees to have the battery shipped by a certified shipper of Dangerous Goods.  Buyer further agrees not to attempt to ship any lithium battery that has been physically damaged.  Buyer agrees to indemnify and hold Proto and its employees harmless from any and all liability arising from Buyer’s failure to comply with this provision.

LIMITATION OF LIABILITY -  IN NO EVENT SHALL PROTO OR ITS LICENSORS BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY), EVEN IF PROTO OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL PROTO'S OR ITS LICENSORS’ LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO PROTO FOR SUCH PRODUCT.  NOT WITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL PROTO'S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO PROTO FOR PRODUCT IN THE LAST THREE (3) MONTHS.  IN NO EVENT WILL PROTO OR ITS LICENSORS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER.  IN NO EVENT WILL PROTO  OR ITS LICENSORS BE LIABLE FOR DAMAGES ARISING OUT OF ANY LATE DELIVERY.  THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATED TO THIS AGREEMENT.  PROTO SYSTEMS shall not be liable for any damages or injuries incurred directly or indirectly from the use of Proto product, including but not limited to the following situations:

1.   Failure of the operator to follow proper instructions and safety warnings found at: https://proto-systems.com 

2. ​Failure of the operator to understand and operate the aircraft within the operating limitations described in the manual.

3. Failure of the operator to follow onboard safety warnings while using Proto Product.

4. Failure of the operator to follow and comply with local rules and regulations.

5. Failure of the operator to follow and comply with the local communications law.

6. Failure of the operator to inspect Proto Product and its components prior to operation.

7. Failure of the operator to properly maintain and/or service Proto through Proto Systems Service Center with genuine Proto parts.

8. Use of third-party products on Proto Product.

9. Use of Proto Product in a physically or mentally impaired capacity.

10. Use of Proto Product without sufficient training.

11. Use of Proto Product in unsafe conditions, including but not limited to, bad or severe weather, such as rain, wind, snow, lightning, dust storms, etc., or in areas of magnetic or radio interference, such as power stations, broadcasting and cell phone towers, government

INDEMNIFICATION – Buyer shall indemnify, defend, and hold Proto and Proto's officers, agents, other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury caused or to property arising from the use of Proto Product,  or to the extent of any breach of this Agreement by Buyer.

PROPRIETARY INFORMATION - Proto retains itself and its licensors all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all Proto designs, manufacturing processes, engineering details, and other data pertaining to any Product sold except where the rights have been assigned pursuant to a written agreement with a corporate officer of Proto. The Products are offered for sale and sold by Proto on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process.  Proto and its licensors expressly reserve all intellectual property rights in the Product.  Without limiting the foregoing, all software included in the Products (including any updates to such software provided to Buyer, if applicable) is licensed to Buyer, not sold, and Buyer shall not transfer any such software apart from the Product, or modify, decompile, disassemble or reverse engineer or otherwise attempt to derive the source code of such software.​ 

TAXES – Prices do not include any sales, local or other similar taxes.  Where applicable, taxes will be shown on and added to your invoice.  All such taxes shall be paid by Buyer.

RESALE – Buyer certifies and agrees that Buyer is purchasing Proto Product for Buyer’s own use only and not for resale.  Buyer shall not resell Proto Product or remove components from Proto Product for resale.

NON-WAIVER – Failure of Proto to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of terms and conditions thereof.

LAW GOVERNING AND EXCLUSIVE JURISDICTION – This Agreement is to be interpreted in accordance with the laws of the State of California, United States of America.  The sale of any Proto Product to Buyer is considered to have taken place in Los Angeles County, California and shall be governed by this Agreement.  This Agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  Exclusive jurisdiction for any dispute arising from the terms and conditions of this Agreement shall be Los Angeles County, California and both Buyer and Proto waive all rights to have a dispute brought elsewhere.

FORCE MAJEURE – Proto shall not be liable for any delay or failure in performance caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failures, or any other causes beyond the control of Proto.  Quantities are subject to availability.  In the event of shortage, Proto may allocate sales and deliveries in its sole discretion.

HEADINGS – The section headings used herein are for convenience only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.

SEVERABILITY – If any of the terms and conditions of this Agreement are held to be invalid under any applicable statue or rule of law, they are, to that extent, deemed omitted.

ENTIRE AGREEMENT – These terms and conditions constitute the entire and exclusive agreement between Buyer and Proto concerning the products and Buyer’s purchase hereunder and supersedes any and all statements or other agreements, whether written or oral, between Buyer and Proto..

UPDATES TO TERMS AND CONDITIONS OF SALE – You can review the most current version of the Terms and Conditions of Sale at any time at this page.  We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions of Sale by posting updates and changes to our website.  It is your responsibility to check our website periodically for changes.  Your continued use of access to our website following the posting of any changes to these Terms and Conditions of Sale constitutes acceptance of those changes.