Terms of Sale
Standard Terms of Sale
Sense Manufacturing Inc.
Version 1.0 Effective June 4, 2026 Current version posted at sensemfg.com/terms
These Standard Terms of Sale (the "Terms") govern the sale of Sense hardware by Sense Manufacturing Inc. ("Sense," "we," or "us") to the customer identified in the applicable quote or order (the "Customer," "you").
These Terms apply to each quote, order form, or order confirmation issued by Sense that references them (each, a "Quote"). You accept these Terms when you sign a Quote or order form that references them, issue a purchase order that references a Quote, or pay a Sense invoice for the Hardware. The version of these Terms in effect on the date you accept a Quote applies to that order.
1. Sale of Hardware
Sense will sell, and you will buy, the hardware described in the applicable Quote (the "Hardware"). The Hardware, the quantities, and the prices for your order are set out in the Quote. Software, cloud access, analytics, and licensing are not Hardware and are sold separately under their own terms.
2. Prices, Fees, and Payment
You will pay Sense the purchase price, fees, and other charges set out in the applicable Quote. Unless the Quote states otherwise, all amounts are due net thirty (30) days from the date of the Quote or the related invoice. Your order may include the following charges, each in the amount stated in the Quote:
the purchase price for the Hardware (the "Purchase Price");
an installation fee (the "Installation Fee");
handling and shipping fees (the "Handling and Shipping Fees"); and
installation travel costs (the "Travel Costs").
Travel Costs are billed at actual cost with no markup. Fifty percent (50%) of the Travel Costs you actually pay may be applied as a credit toward future hardware purchases under Sense's then-standard pricing. You will not receive both a refund and this future-hardware credit for the same Travel Costs.
You are responsible for providing power and network access at the installation site. If you ask Sense to supply, or you fail to provide, any auxiliary materials needed for power or network connectivity at the site, such as extension cords, power strips, adapters, ethernet cables, or network switches ("Auxiliary Materials"), you will reimburse Sense for the cost of those Auxiliary Materials. Sense will invoice Auxiliary Materials separately at cost, due net thirty (30) days from the invoice date.
Except as provided in the satisfaction guarantee in Section 6 (if it applies to your order), the Installation Fee, Handling and Shipping Fees, Travel Costs, and Auxiliary Materials charges are non-refundable.
3. Delivery and Title
Sense and you will agree in good faith on arrangements for delivery or pick-up of the Hardware. You are responsible for all applicable shipping and handling costs. Title to and ownership of the Hardware pass to you when the Hardware is delivered to the carrier for shipment, or when you collect it from Sense in the case of pick-up. Sense has no obligation to provide maintenance, support, or training for the Hardware except as separately agreed in writing.
4. Limited Warranty; Disclaimer
SENSE WARRANTS THAT THE HARDWARE WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP FOR THREE (3) YEARS FROM THE DATE OF INSTALLATION, PROVIDED THAT SENSE PERFORMED THE INSTALLATION. IF ANY HARDWARE IS DETERMINED BY SENSE TO BE DEFECTIVE DURING THIS PERIOD, SENSE'S SOLE OBLIGATION AND YOUR EXCLUSIVE REMEDY UNDER THIS WARRANTY IS REPLACEMENT OF THE DEFECTIVE UNIT. EXCEPT FOR THE SATISFACTION GUARANTEE IN SECTION 6 (IF IT APPLIES TO YOUR ORDER), NO REFUNDS ARE GIVEN UNDER THIS WARRANTY.
DURING THE FIRST YEAR OF THIS WARRANTY, SENSE MAY, AT ITS DISCRETION, PROVIDE ONSITE SERVICES AT NO ADDITIONAL CHARGE TO REMOVE AND REPLACE DEFECTIVE HARDWARE. AFTER THE FIRST YEAR, ANY SERVICE OR REINSTALLATION WILL BE PROVIDED AT SENSE'S THEN-CURRENT SERVICE RATES. THIS WARRANTY DOES NOT APPLY TO HARDWARE THAT HAS BEEN DAMAGED, DESTROYED, OR RENDERED INOPERABLE DUE TO MISUSE, MISHANDLING, IMPROPER MAINTENANCE, UNAUTHORIZED MODIFICATIONS, ACCIDENTS, EXTERNAL CAUSES, OR INSTALLATION, REMOVAL, OR SERVICE PERFORMED BY ANYONE OTHER THAN SENSE.
EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, SENSE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, OR NON-INFRINGEMENT.
5. Limitation of Liability
SENSE WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND CAUSED DIRECTLY OR INDIRECTLY BY THE HARDWARE, INCLUDING ANY DAMAGE OR INJURY TO PERSONS OR PROPERTY CAUSED BY THE HARDWARE. SENSE WILL NOT BE LIABLE FOR THE USE OR MAINTENANCE OF THE HARDWARE, ITS FAILURE TO OPERATE, ANY REPAIRS OR SERVICE OUTSIDE OF OR NOT COVERED BY THE WARRANTY, OR ANY INTERRUPTION OF SERVICE, LOSS OF USE, OR RESULTING LOSS OF BUSINESS. SENSE'S TOTAL LIABILITY ARISING OUT OF OR CONNECTED WITH THESE TERMS OR ANY ORDER WILL NOT EXCEED THE AMOUNTS YOU PAID FOR THE HARDWARE GIVING RISE TO THE CLAIM. IN NO EVENT WILL SENSE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
6. Satisfaction Guarantee
This Section 6 applies only if the applicable Quote provides for a satisfaction guarantee. If the Quote does not provide for a satisfaction guarantee, no satisfaction guarantee is given and the rest of this Section 6 does not apply to that order. Where the Quote provides for a satisfaction guarantee, the following applies: if you are not satisfied with the Hardware for any reason, you may notify Sense in writing within the guarantee period stated in the Quote, or within ninety (90) days after the date of installation if the Quote provides for a satisfaction guarantee but does not state a period (the "Guarantee Period"). This guarantee applies despite the warranty and payment terms in Sections 2 and 4.
When Sense receives timely notice, Sense will refund all amounts you paid for that order, including the Purchase Price, the Installation Fee, the Handling and Shipping Fees, the Travel Costs, and any Auxiliary Materials charges.
To qualify for a refund, you must (a) give Sense written notice before the Guarantee Period ends, and (b) return the Hardware to Sense at your expense within thirty (30) days after that notice, in substantially the same condition as delivered, with reasonable wear excepted.
7. Publicity
You and your personnel, including your employees and contractors, and your affiliates will not use Sense's name in any advertising, promotion, or publicity, including press releases, without Sense's prior written consent. You will not make any public announcement about your order or these Terms without Sense's prior written consent.
8. Governing Law and Jurisdiction
These Terms and any order are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. You and Sense consent to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for any dispute arising out of or relating to these Terms or any order, and waive any objection to venue in those courts.
9. General
Sense and you are independent parties. Nothing in these Terms creates an agency, employment, franchise, joint venture, or partnership relationship, and neither party may bind the other. These Terms give no rights to any third party.
If any provision is found unenforceable, it will be reformed only as far as needed to make it enforceable, and the rest stays in effect. A party's failure to enforce a provision is not a waiver of later enforcement.
These Terms and the applicable Quote are the entire agreement for your order and replace all earlier or contemporaneous understandings on the same subject. They prevail over any conflicting terms on a purchase order, acknowledgment, or other business form. If a signed order form or the Quote conflicts with these Terms, the signed order form or Quote controls, but only for the specific point in conflict. The terms of an individual order may be changed only in a writing signed by both parties.
10. Changes to These Terms
Sense may update these Terms from time to time by posting a new version at sensemfg.com/terms. A change applies only to orders placed after the new version's effective date. The version in effect when you accept a Quote governs that order.