Terms & Conditions
1. Welcome and Acceptance of Terms
These Terms and Conditions ("Terms") govern your use of www.heradion.com (the "Site") and any products, services, quotes, or proposals provided by Heradion USA ("Heradion," "we," "us," or "our"). By using the Site, requesting a quote, placing an order, or signing a contract or purchase order with us, you ("Customer," "you," or "your") agree to these Terms.
If you are accepting these Terms on behalf of a company or other entity, you confirm that you have the authority to bind that entity. If you do not agree, please do not use the Site or our services.
2. Our Services
Heradion USA provides services and products across manufacturing, design, data, biotech, and aerospace and defense support, delivered through our branded divisions. Descriptions on the Site are for general information. The scope of any specific engagement is defined by a written proposal, quote, purchase order, or contract signed or accepted by both parties.
If these Terms conflict with a signed written agreement between you and Heradion USA, the signed agreement controls.
3. Quotes, Proposals, and Orders
• Quotes and proposals are valid for [30] days from the date issued unless stated otherwise.
• An order is accepted only when we confirm it in writing or begin the work, whichever comes first.
• Quotes are based on the information, drawings, specifications, and quantities you provide. If those change, pricing and lead times may change.
• We may decline or cancel any order for reasons including availability, capacity, or compliance concerns.
4. Pricing
All prices are in U.S. dollars and exclude applicable sales, use, excise, and similar taxes, shipping, freight, insurance, and duties unless stated otherwise. You are responsible for all such taxes unless you provide a valid exemption certificate before invoicing.
Prices for raw materials, components, and third-party services may fluctuate. Where a quote is subject to material surcharges or price adjustments, we will say so in writing.
5. Payment Terms
Standard terms. Unless otherwise agreed in writing, payment is due Net 10, meaning within ten (10) days of the invoice date. Different payment terms (such as Net 30, milestone payments, or deposits) may be negotiated and will apply only if stated in your signed proposal, contract, or purchase order.
Accepted payment methods. We accept ACH, wire transfer, check, and major credit cards. Card payments may be subject to a processing fee of [3]%.
Deposits. For custom, made-to-order, or long-lead items, we may require a deposit of 50% before work begins. Deposits secure materials and production capacity.
Late payments. Invoices unpaid after the due date may accrue a late charge of 1.5% per month (or the maximum rate allowed by law, if lower) on the overdue balance. We may suspend work, delay shipments, or withhold deliverables on accounts that are past due. You are responsible for reasonable costs of collection, including attorney's fees.
Disputed invoices. If you believe an invoice is incorrect, notify us in writing at ORDERS@heradion.com within (7) days of receipt, describing the issue. You must pay any undisputed portion by the due date. We will work with you promptly to resolve the dispute.
No set-off. Unless the contract provides otherwise, you may not withhold or offset payment against amounts you claim we owe you under a separate transaction.
6. Billing Schedules and General Contractor Work
For projects performed for or through a general contractor (GC), construction manager, or similar prime party, the following applies in addition to Section 5.
Schedule of values. Before the first invoice, you must provide or approve a schedule of values that breaks the contract price into line items. Our billing will follow the approved SOV. Changes to the SOV require written agreement from both parties.
Progress billing. Unless the contract states otherwise, we bill monthly on a percent-complete basis against the SOV. Each pay application will show:
• The scheduled value for each line item
• Work completed in the current period and previously billed
• Materials presently stored, where billing for stored materials is permitted
• Retainage withheld, if any
• Total amount due this period
Billing cutoff. Pay applications are submitted on or about the [25th] of each month for work completed through the end of that month, or as set by the prime contract.
Review and payment. Please review each pay application promptly and notify us of any objection in writing within [7] days. Payment of approved amounts is due within the period stated in the contract, or Net 10 from submission if the contract is silent, and subject to applicable prompt-payment laws.
Retainage. Any retainage will follow the terms of the signed contract. Where the contract is silent, retainage will not exceed [5]% and is due at substantial completion of our scope, not at final completion of the overall project.
Lien and payment documentation. We will provide conditional and unconditional lien waivers in exchange for, and limited to the amounts of, payments made or received. We may also provide certificates of insurance, W-9s, certified payroll, or other documents the contract reasonably requires. Waivers will not be released before funds are received.
Pay-if-paid and pay-when-paid. Any contingent payment provision applies only if it is stated in the signed contract and enforceable under applicable law.
Final billing. Final payment, including retained amounts, is due upon completion and acceptance of our scope, delivery of closeout documents, and receipt of a final pay application.
7. Change Orders
Any change to scope, quantities, specifications, schedule, or price must be documented in a written change order or amendment signed or approved by both parties before the changed work begins. Extra work performed at your written, email, or verbal direction without a signed change order may be billed at our standard time-and-materials rates, and you agree that such direction is authorization to proceed.
8. Delivery, Schedules, and Acceptance
Delivery and completion dates are good-faith estimates unless the contract states them as firm. We are not liable for delay caused by events outside our reasonable control, as described in Section 15.
Title and risk of loss pass to you upon delivery to the carrier or the agreed delivery point. Please inspect deliveries on receipt and report visible damage, shortages, or non-conformance in writing within [5] business days. Failure to report within that period is treated as acceptance, except for latent defects covered by our warranty.
9. Warranty
We warrant that our products and services will materially conform to the agreed specifications for [12] months from delivery or completion, when used and maintained as intended. This warranty does not cover damage caused by misuse, improper storage or installation, unauthorized modification, normal wear, or specifications that you supplied.
Our sole obligation under this warranty is to repair, replace, or re-perform the non-conforming product or service at our option.
EXCEPT AS STATED ABOVE, THE SITE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability
To the fullest extent permitted by law, Heradion USA and its owners, officers, employees, and affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, loss of data, or business interruption, arising from your use of the Site, products, or services.
Our total liability for any claim relating to these Terms or our work will not exceed the amount you paid to us for the specific product or service giving rise to the claim.
11. Indemnification
You agree to defend, indemnify, and hold harmless Heradion USA and its affiliates from claims, damages, and expenses (including reasonable attorney's fees) arising from your breach of these Terms, your misuse of the Site or our products, materials or specifications you supplied that infringe the rights of others, or your violation of applicable law.
12. Intellectual Property
The Site and its content, including text, graphics, logos, brand names, division names, and software, are owned by Heradion USA or its licensors and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works from them without our written permission.
Unless the contract says otherwise, we retain ownership of our pre-existing designs, tooling, processes, and know-how. You retain ownership of the drawings, specifications, and data you provide to us, and you grant us a limited license to use them to perform the work. You represent that your materials do not infringe anyone else's rights.
13. Confidentiality
Each party agrees to keep the other's non-public business, technical, and pricing information confidential, to use it only for the purpose of the engagement, and not to disclose it to third parties except to personnel and advisors who need it and are bound by similar obligations. This does not apply to information that is public, independently developed, or required to be disclosed by law. Where a separate written NDA exists, the NDA controls.
14. Compliance and Export Controls
Some of our work, particularly in aerospace and defense, may be subject to U.S. export control and trade laws, including the ITAR and EAR. You agree to comply with all applicable laws, provide accurate end-use and end-user information when asked, and not export, re-export, or transfer our products or technical data in violation of those laws. We may delay or decline an order when needed to meet legal requirements.
15. Force Majeure
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, labor disputes, supply chain disruption, government action, epidemic, war, terrorism, utility or network failure, or carrier delays. The affected party will notify the other promptly and resume performance as soon as reasonably practicable.
16. Use of the Site
You agree to use the Site only for lawful purposes. You will not attempt to gain unauthorized access to our systems, interfere with the Site's operation, introduce malware, scrape content at scale, or submit false or misleading information. We may suspend or restrict access to the Site at any time and without notice.
The Site may link to third-party websites. We do not control and are not responsible for their content or practices. Our handling of personal information is described in our Privacy Policy.
17. Termination
Either party may terminate an engagement for material breach if the breach is not cured within [15] days after written notice. If you terminate or cancel an order for convenience, you will pay for all work performed, materials purchased or committed, and reasonable demobilization costs through the termination date, plus a cancellation fee for custom items where applicable. Payment obligations and Sections 9 through 13 survive termination.
18. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules. The parties will first try to resolve any dispute through good-faith discussions for at least [30] days. If unresolved, disputes will be brought exclusively in the state or federal courts located in Montgomery County, Texas, and each party consents to that venue. The prevailing party in any action to enforce these Terms may recover reasonable attorney's fees and costs.
19. General Provisions
• Entire agreement. These Terms, together with any signed proposal, contract, or purchase order, are the complete agreement between us on their subject and replace prior discussions.
• Severability. If any provision is held unenforceable, the rest remain in effect.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign your rights or obligations without our written consent. We may assign ours in connection with a merger, acquisition, or sale of assets.
• Independent contractors. The parties are independent contractors, and nothing here creates a partnership, joint venture, or agency.
• Notices. Legal notices must be in writing and sent to ORDERS@heradion.com, with a copy by another method if the contract requires.
• Electronic signatures. Electronic signatures and records are valid and binding.
20. Changes to These Terms and Contact
We may update these Terms from time to time. The "Last updated" date above shows the most recent revision. Updates apply to future use of the Site and to new orders; an order already accepted stays under the Terms in effect when it was accepted. Continued use of the Site after an update means you accept it.
Questions about these Terms? Contact Heradion USA at ORDERS@heradion.com.
21. Refund Policy
Refund requests must be submitted in writing to ORDERS@heradion.com within thirty (30) days of the date of payment. Approved refunds are issued to the original payment method within (60) days. Refunds are not available after (30) days. No exceptions unless agreed upon by Heradion USA.