Effective Date: October 10, 2025
These Sales Terms and Conditions (“Terms”) govern all quotations, sales, licenses, and services provided by CRATUS Technology, Inc. (“CRATUS”), a California corporation located at 1660 Hamilton Ave. #205, San Jose, CA 95125, USA.
CRATUS operates under the brands CRATUS, intercal8, CRIB Lighting, and MAGIC8 (collectively, the “CRATUS Brands”) and acts both as a manufacturer and developer of proprietary products and as a distributor, reseller, and system integrator of third-party products and components.
Accordingly, these Terms apply to all products and services sold, distributed, licensed, or delivered by CRATUS—whether manufactured by CRATUS or sourced from third-party suppliers.
By submitting a purchase order, clicking “accept,” paying an invoice, or otherwise purchasing from CRATUS, the customer (“Customer”) agrees to these Terms.
Quotations are valid for 30 days unless otherwise stated and are subject to change for errors or omissions.
All purchase orders are subject to CRATUS’s written acceptance (email sufficient). Silence or commencement of performance does not constitute acceptance of conflicting Customer terms.
Any additional or conflicting terms in a Customer PO, portal, or other document are rejected and have no effect unless expressly agreed in a writing signed by CRATUS.
Custom, engineered-to-order, software, licenses, beta/engineering samples, and any order containing allocated or long-lead components designated as NCNR are non-cancelable and non-returnable once accepted.
Prices are in U.S. Dollars and exclusive of taxes, duties, shipping, insurance, and fees unless otherwise stated in the quote or order acknowledgement. Pricing is based on current material, labor, and logistics costs and may change prior to order acceptance.
Unless otherwise stated, all sales are made under Incoterms® 2020 DAP (Delivered at Place). Under DAP, CRATUS is responsible for delivering goods to the agreed destination, but the Customer is responsible for import customs clearance, including payment of all applicable customs duties, import taxes, tariffs, brokerage fees, and related costs. CRATUS’s prices and invoices under DAP terms exclude these costs. The Customer shall pay such duties and taxes directly to the appropriate customs or tax authority and indemnify CRATUS from any claims or costs arising from non-payment or delay in customs clearance.
When a quote or order specifies Incoterms® 2020 DDP (Delivered Duty Paid), the price includes customs duties, import taxes, tariffs, and shipping to the destination. Because such fees and tariffs may change between the time a quote or invoice is issued and the time the goods clear United States or destination-country customs, CRATUS reserves the right to:
CRATUS may delay or cancel shipment of affected products until such payment is received. These adjustments reflect government-imposed fee changes and are not a breach of the sales agreement.
Default terms are Cash With Order (advance payment). Alternative terms (e.g., Net 15 / Net 30) may be extended upon credit approval and written confirmation by CRATUS.
Past-due amounts accrue interest at 1.5% per month (18% per annum) or the maximum permitted by law, whichever is lower. CRATUS may suspend deliveries or services until all outstanding amounts are paid.
Where permitted, CRATUS retains a purchase-money security interest in delivered goods until paid in full.
Unless stated otherwise in the quote or order acknowledgement, shipments are FCA (Incoterms® 2020) CRATUS’s shipping point. Title and risk of loss transfer upon carrier handoff.
Delivery dates are estimates. CRATUS is not liable for delays due to component shortages, logistics, labor, or other causes beyond its reasonable control (see Force Majeure). Partial shipments may occur.
Customer must inspect products upon receipt. Products are deemed accepted unless a written non-conformance notice is received within 10 calendar days after delivery.
Warranty returns require a Return Material Authorization (RMA) number and compliance with CRATUS packaging and ESD/handling instructions. Unauthorized returns may be rejected.
Non-NCNR standard goods may be returned (unused, unopened, resalable condition) within 30 days of delivery, subject to CRATUS’s prior written approval and a restocking fee up to 20% plus inbound/outbound freight.
Customer may request changes in writing. If approved, Customer shall pay for work in process, materials committed, cancellation charges from suppliers, and reasonable overhead/handling. NCNR items are not cancellable or returnable.
CRATUS warrants hardware products it manufactures to be free from defects in materials and workmanship under normal use for one (1) year from the date of shipment. Repairs/replacements carry the greater of the remainder of the original term or 90 days.
Warranty excludes misuse, neglect, improper installation, unauthorized modifications/repairs, operation outside specifications, normal wear, cosmetic issues, consumables, external causes, and third-party compatibility unless expressly warranted in writing.
CRATUS’s sole obligation and Customer’s exclusive remedy is repair, replacement, or refund (at CRATUS’s option) for confirmed defects.
For any on-site service, Customer must ensure safe access, power, networking, and environmental readiness; failure may void warranty for related issues.
CRATUS does not warrant whole-of-system performance unless explicitly set forth in a signed statement of work (SOW).
Any software/firmware (including updates) provided with or embedded in products is licensed, not sold, under a non-exclusive, non-transferable, non-sublicensable license for use solely with the CRATUS product on which it was delivered, and solely for Customer’s internal business purposes.
No reverse engineering, decompiling, disassembly, benchmarking disclosure, renting, leasing, timesharing, or use for third-party service bureau. Open-source components (if any) are licensed under their respective licenses.
CRATUS may provide bug fixes or updates at its discretion. Updates may require Customer action and can change features or performance; downgrades are not supported unless CRATUS agrees in writing.
If Customer purchases hosted or subscription services, the applicable Service Terms/SLA supplied by CRATUS will govern in addition to these Terms. If there is a conflict, the service terms control for those services.
Engineering, configuration, commissioning, or consulting services are provided on a time & materials or fixed-fee basis as specified in an SOW, and are non-refundable once performed.
Services are deemed accepted upon delivery of the milestone or deliverable unless Customer provides a written rejection with specific deficiencies within 5 business days.
Customer warrants it has rights to any materials, data, or specifications it provides and will indemnify CRATUS for third-party claims arising from such materials.
Unless expressly purchased, ongoing support and training are not included.
Non-recurring engineering (NRE), samples, and tooling are invoiced as incurred and may be NCNR.
Engineering change orders (ECOs) require written approval and may impact schedule and price.
Engineering samples, prototypes, or beta units are for evaluation only, not for production or life-safety use, and are provided AS IS with no warranty.
Customer will indemnify, defend, and hold harmless CRATUS and its affiliates, officers, employees, and agents from claims, losses, and expenses arising from:
CRATUS makes no representation, warranty, or guarantee that any product, component, or software supplied—whether manufactured by CRATUS or sourced from a third party—does not infringe upon the intellectual property rights of any third party.
To the best of CRATUS’s knowledge, its own designs and products do not infringe any known third-party intellectual property rights as of the date of sale. However, the Customer is solely responsible for conducting its own due diligence and determining the suitability and non-infringing use of the products in its applications or markets.
Under no circumstances shall CRATUS be obligated to defend, indemnify, or hold the Customer harmless against any actual or alleged intellectual property claim of any kind.
To the maximum extent permitted by law:
Customer shall comply with all applicable export control and sanctions laws (including U.S. EAR/OFAC) and shall not export, re-export, or transfer products to prohibited destinations, end users, or end uses.
Products are not designed for life-support, nuclear, aviation flight control, or other safety-critical or mission-critical uses without CRATUS’s prior written approval and a mutually executed safety addendum.
Customer is responsible for compliance with local codes, site readiness, and qualified installation.
Unless authorized in writing, Customer shall not act as a reseller or distributor of CRATUS products.
If products or services process personal or telemetry data, each party will comply with applicable data protection laws. CRATUS’s data handling practices for hosted services are described in the applicable service terms. Customer is responsible for network security, access controls, and safeguarding its credentials.
CRATUS retains all IP rights in and to its products, software, designs, documentation, and derivatives. No rights are granted except as expressly stated.
Customer retains ownership of its pre-existing IP and data.
Non-public information exchanged is Confidential Information and must be protected with at least reasonable care and used only to perform under these Terms. Exclusions: information that is public, independently developed, or rightfully received from a third party without duty of confidentiality.
These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules.
The parties shall first attempt good-faith negotiations. If unresolved, they agree to non-binding mediation with a mutually agreed mediator in Santa Clara County, California, costs shared equally.
If mediation fails, disputes shall be resolved by binding arbitration administered by the AAA in San Jose, California, under its Commercial Arbitration Rules. The arbitrator’s decision is final and binding.
CRATUS may seek injunctive or equitable relief to protect its IP and Confidential Information.
Each party waives jury trial and agrees to bring claims only in its individual capacity.
CRATUS is not liable for delay or failure due to causes beyond its reasonable control, including acts of God, labor issues, component shortages, supplier failures, embargoes, cyber incidents, or acts of government. Performance times are extended for the duration of the event.
Notices must be sent by email to info@cratustech.com (with confirmation of receipt) or by certified mail to the address below, or to such other address a party designates in writing.
1660 Hamilton Ave. #205
San Jose, CA 95125, USA
Email: info@cratustech.com
Phone: +1.669.877.4400
These Terms, together with any CRATUS quotation, order acknowledgement, and any mutually signed SOW or master agreement, form the entire agreement. If a conflict exists, a signed master agreement or SOW controls, then the CRATUS quote/acknowledgement, then these Terms.
CRATUS may update these Terms at any time; updated versions will be posted on CRATUS’s website and apply to future orders.
Customer may not assign or transfer these Terms or any order without CRATUS’s prior written consent; any attempted assignment in violation is void.
If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
Sections relating to payment, license restrictions, confidentiality, IP, indemnities, limitations, dispute resolution, and any obligations which by their nature should survive, will survive termination or completion.
