Terms of Service

These terms and conditions are subject to change without prior written notice at any time, in CVG Strategy, LLC’s sole discretion.  “Customer” is the end user or purchasing entity of these products or services provided by CVG Strategy, LLC.  The customer accepts these terms and conditions if Customer does not object within five (5) business days, or accepts delivery of Product or Service, or accepts invoices and statements from CVG Strategy, LLC, whichever is earlier. 

1. Orders. A CVG Strategy, LLC sales order (“Order”) will be issued when the Customer issues a purchase order signed by an authorized Customer representative (“Purchase Order”), with Customer’s verbal approval of an Estimate or Quote, or with a signed agreement.  No Purchase Order, written or otherwise, nor Customer’s terms and conditions of purchase shall affect or vary these terms and conditions. Orders are subject to CVG Strategy, LLC’s acceptance and to these Terms and Conditions. The Order or Agreement will identify the Products, unit quantities, part numbers, descriptions, applicable prices, requested delivery dates, shipping/delivery instructions, bill-to and ship-to addresses, tax exempt certifications, if applicable, and any other special instructions. All orders are subject to written approval by an authorized officer of CVG Strategy, LLC; no salesperson is authorized to bind CVG Strategy, LLC.  Customer requests to cancel an order may be accepted by CVG Strategy, LLC in its sole discretion, which acceptance may be subject to Customer’s accepting a reasonable cancellation charge determined in writing by CVG Strategy, LLC.  Customer requests to reschedule the delivery time of Product are subject to acceptance by CVG Strategy, LLC, in its sole discretion. Orders may not be canceled or rescheduled after delivery by CVG Strategy, LLC, to the carrier. Customer may not cancel orders for Non–Standard Products. Non–Standard Products include, without limitation, products which are special orders, custom orders, products that do not appear in CVG Strategy, LLC sales literature, products not customarily in stock and products identified as otherwise non–cancelable or non–returnable.
2. Prices. All prices are in U.S. Dollars. Unless otherwise specified, prices are firm for thirty (30) days from the date of quotation. The quotation is subject to change without notice and supersedes any quotations of prior date. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non–discounted price for the quantity purchased. CVG Strategy, LLC reserves the right to change the prices and specifications of its Products without notice. Prices for any rescheduled deliveries may be increased by CVG Strategy, LLC in the event of an increase in CVG Strategy, LLC’s prices prior to the rescheduled delivery date or causes beyond CVG Strategy, LLC’s reasonable control. All tariffs, import and export duties, and similar imposts and taxes on the Products, whether now existing or hereafter imposed or modified, and all manufacturers’ taxes, use taxes, sales taxes, or taxes or duties of any nature whatsoever which may be assessed, shall be added to the invoice price and shall be paid by Customer; in the event CVG Strategy, LLC is required to pay any such tax or duty, the Customer shall reimburse CVG Strategy, LLC therefore on demand or, in lieu of such payment, shall provide CVG Strategy, LLC at the time the Order is processed with exemption certificates or other documents acceptable to taxing or customs authorities.
3. Terms of Payment. (a) Payment terms for Customers provided open credit terms is net due upon receipt unless otherwise indicated in the proposal, quotation, and statement of work. Orders are subject to credit approval by CVG Strategy, LLC, which may in its sole discretion at any time change or cancel the terms of Customer’s credit or require advanced payment, payment by official bank check, or letter of credit. With CVG Strategy, LLC’s option, export orders may be subject to special export payment terms and conditions. If CVG Strategy, LLC reasonably believes that Customer’s ability to make payments is impaired, CVG Strategy, LLC may cancel any order or remaining balance thereof, and Customer will remain liable to pay CVG Strategy, LLC for Products already shipped. A customer will submit such financial or other credit information as CVG Strategy, LLC may reasonably require for determination of credit terms. (b) Checks or other forms of payment are accepted subject to collection and the date of collection will be deemed the date of payment. Any check or other form of payment received from Customer may be applied by CVG Strategy, LLC against any obligation owing by Customer to CVG Strategy, LLC under this or any other agreement, regardless of any statement appearing on or referring to such check or other form of payment, without discharging Customer’s liability for any additional amounts owing by Customer to CVG Strategy, LLC The acceptance by CVG Strategy, LLC of such check or other form of payment will not constitute a waiver of CVG Strategy, LLC’s right to purse the collection of any remaining balance. (c) Customer will pay the entire net amount of each invoice from CVG Strategy, LLC pursuant to the terms of such invoice without offset or deduction. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, CVG Strategy, LLC may pursue any legal or equitable remedies, in which event CVG Strategy, LLC will be entitled to reimbursement for collection costs and reasonable attorneys’ fees.  A default in any payment by Customer after delivery may at the option of CVG Strategy, LLC is deemed a default in the entire Agreement. Upon such default or breach of this Agreement by Customer, CVG Strategy, LLC, at its option, by giving notice in writing to Customer of its election to do so, may cancel this Agreement and such other Agreements as may exist between Customer and CVG Strategy, LLC, and/or without giving notice to Customer may defer shipment or delivery until such default or breach is cured and/or may cancel any undelivered portions of this or such other orders and/or may demand immediate payment of all outstanding bills of the Customer and/or may delay or refuse acceptance of new Orders from the Customer.  (d) Customer agrees that any credit balance issued will be applied within one (1) year of its issue. If not applied for or requested within one (1) year any balance remaining will be subject to cancellation and CVG Strategy, LLC shall have no further liability.
4. Installments. Delivery of Product may be in installments. A default in any payment by Customer after delivery or offer of delivery of any part of an installment may at the option of CVG Strategy, LLC is deemed a default in the entire Agreement. Upon such default or breach of this Agreement by Customer, CVG Strategy, LLC, at its option, by giving notice in writing to Customer of its election to do so, may cancel this Agreement and such other Agreements as may exist between Customer and CVG Strategy, LLC, and/or without notice to Customer may defer shipment or delivery until such default or breach is cured and/or may cancel any undelivered portions of this or such other orders and/or may demand immediate payment of all outstanding bills of the Customer and or may delay or refuse acceptance of new Orders from the Customer. In the event of any cancellation by CVG Strategy, LLC, CVG Strategy, LLC shall have the right to recover damages against Customer by reason of Customers default or prior breach of this Contract and may sell all or any part of the undelivered Product without notice to Customer, at public or private sale, holding Customer liable for any damage or financial loss resulting to CVG Strategy, LLC by reason of Customers default or breach.
5. Delivery and Title. (a) CVG Strategy, LLC will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery date(s). The customer acknowledges that delivery dates provided by CVG Strategy, LLC are estimates only and that CVG Strategy, LLC will not be liable for failure to deliver on such dates. Selection of the carrier and mode of delivery will be made by CVG Strategy, LLC unless specifically designated by the Customer. (b) All Shipments by CVG Strategy, LLC are F.O.B. shipping point (CVG Strategy, LLC’s facility in Viera, Florida, USA) and the amount of all transportation charges from CVG Strategy, LLC’s facility shall be paid to CVG Strategy, LLC by the Customer in addition to the purchase price of the Products. Subject to CVG Strategy, LLC’s right of stoppage in transit, delivery to a carrier will constitute delivery to Customer, and risk of loss will thereupon pass to Customer; however, title shall remain in CVG Strategy, LLC, until payment by Customer in full for the Products and all other outstanding indebtedness to CVG Strategy, LLC whatsoever. CVG Strategy, LLC shall not be responsible for any loss, damage, or delay during transportation. (c) Claims for shortages and damage must be made to the carrier within ten (10) days after delivery. (d) Products invoiced and held by CVG Strategy, LLC at Customer’s request will be held at Customer’s risk and expense.
6. Design Changes. CVG Strategy, LLC reserves the right to make changes to the design of the Product or Service if such changes, in CVG Strategy, LLC’s sole judgment, tend to improve the performance or otherwise benefit the Product or Servicet.
7. Affiliations. Customer authorizes, at CVG Strategy’s sole discretion, to affiliate with other consultants, vendors, service providers, experts, professionals, and attorneys to assist in the completion of the services which Customer has hired CVG Strategy to perform. When third-party professionals provide such services, the Customer will be governed by such third-party provider’s own Terms and Conditions.
8. Product or Service Discontinuance. Should CVG Strategy, LLC elect to discontinue, curtail or limit a product or service as a result of the application of any governmental statute, regulation or order, including but not limited to any statute, regulation or order applicable to prices, transportation, energy, pollution or product safety, which in CVG Strategy, LLC’s judgment, will render the production or marketing of such product economically, technologically or commercially infeasible, CVG Strategy, LLC may, without penalty or other charge, terminate this agreement with respect to such product upon thirty (30) days prior written notice to Customer.
9. Special Jigs, Dies or Tools. Regardless of any charges made for special jigs, dies or tools, such items remain the property of CVG Strategy, LLC unless otherwise specifically agreed. They may be disposed of when, in CVG Strategy, LLC’s opinion, they have become obsolete.
10. Limited Warranty and Limitation of Liabilities. CVG Strategy, LLC warrants to Customer that Products purchased hereunder will be free of defects in material and workmanship for the warranty period of one (1) year from the date of original shipment of the Product. Any Product repaired or replaced under warranty is only warranted for the period remaining on the original warranty for the Product. The warranty provided herein shall extend to any Product which has proved defective and has failed through normal use but excludes and does not cover any Product or parts thereof which has been accidentally damaged, disassembled, modified, misused, identification label removed, or device unsealed, used in applications which exceed the Product specifications or ratings, neglected, or improperly maintained, improperly installed, or otherwise abused or is used in hazardous activities.  CVG Strategy, LLC, reserves the right to modify its warranty at any time, in its sole discretion. All Products, which are experimental Products, prototypes or Products used in field trials, are not warranted. CVG Strategy, LLC, makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR CVG STRATEGY, LLC MAKES NO WARRANTY RESPECTING THE MERCHANTIBILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Upon CVG Strategy, LLC’s confirmation of a defective Product, CVG Strategy, LLC’s liability is limited (at CVG Strategy, LLC’s election) to (1) refund of Customer’s purchase price for such Products (without interest), (2) repair of such Products, or (3) replacement of such products; provided, however, that such Products must be returned to CVG Strategy, LLC, along with acceptable evidence of purchase, within one (1) year from date of delivery, transportation charges prepaid. Customer must claim under the warranty in writing not later than thirty (30) days after the claimed defect is discovered. CUSTOMER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND CVG STRATEGY, LLC SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT BEING LIMITED TO, LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS. CUSTOMER’S RECOVERY FROM CVG STRATEGY, LLC FOR ANY CLAIM SHALL NOT EXCEED THE CUSTOMER’S PURCHASE PRICE FOR THE PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.
11. Indemnification. The Customer shall be responsible for inspecting and evaluating all products delivered to it hereunder upon receipt and before use by the Customer. Customer assumes all responsibility and liability for injury or damages resulting from its handling, possession, use or sale of Products supplied hereunder including, but not limited to any injury or damages resulting from the use of product in Customer’s manufacturing operations or in combination with other products, and agrees to defend and indemnify CVG Strategy, LLC from and against all claims, losses, liabilities and expenses (including attorney’s fees and other litigation or settlement costs) arising out of such handling, possession, use or sale.
12. Product Returns. No return of Products will be accepted by CVG Strategy, LLC without a return material authorization number (RMA No.), which will be issued by the CVG Strategy, LLC Customer Service Department in CVG Strategy, LLC’s sole discretion. The issuance of an RMA No. does not indicate or guarantee that a credit will be issued to the Customer or the acceptance of the Customer’s debit memo. Products must be shipped with transportation charges prepaid in original shipping cartons and must be complete with all packing materials and data specification sheets; Product identification and serial number labels must be intact and legible. If returned Products are claimed to be defective, a complete written description of the nature of the defect must accompany all returned Products. All items not eligible for return as determined by CVG Strategy, LLC’s sole discretion, will be returned to Customer, transportation collect. CVG Strategy, LLC shall be allowed a reasonable period to investigate a defective Product claim and shall be given access to the Customer’s relevant records and data for this purpose.  Non-defective Product accepted for credit or exchange may be subject to a reasonable restocking fee and service charge when the error is not CVG Strategy, LLC’s; acceptance of such return will be at the sole discretion of CVG Strategy, LLC Products returned for credit must be returned freight prepaid in a condition identical to the original shipment by CVG Strategy, LLC.
13. Confidentiality. If either party hereto receives from the other party written information which is marked “Confidential” and/or “Proprietary” the receiving party agrees not to use such information except in the performance hereof, and to treat such information in the same manner as it treats its own confidential information. Confidential information that is disclosed orally or visually will be confirmed as confidential or proprietary in writing within ten (10) days after such disclosure. The obligation to keep information confidential shall not apply to any such information that has been disclosed in publicly available sources; is in the rightful possession of the party receiving the confidential information without an obligation of confidentiality; or is required to be disclosed by operation of law. Except as otherwise provided herein, the obligation not to disclose shall be for a period of three (3) years after the termination hereof. The Customer shall not use the CVG Strategy, LLC name or the name of any of its affiliates in any public statement or publicize the fact the parties are doing business, without the prior written consent of CVG Strategy, LLC.
14. Statements and Advice. If statements or advice, technical or otherwise, is offered or given to the Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge and CVG Strategy, LLC will have no responsibilities or liabilities whatsoever for the content or use of such statements or advice.
15. Publications. Publications describing CVG Strategy, LLC’s products, are intended to be typical of design, form factor and performance, but in themselves do not constitute a specific offer to sell in accordance with stated specifications: such publications do not bind CVG Strategy, LLC in any way.
16. Copying or Replicating Products. The Products sold are for the Customer’s individual use and may not be copied or replicated. The Customer shall be liable for all damages, including loss of anticipatory profits, incurred by CVG Strategy, LLC, because of such conduct.
17. Force Majeure. CVG Strategy, LLC will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, Force Majeure, acts of God, acts of Customer, strikes, labor disputes, epidemics, floods, quarantine restrictions, civil commotion, war, hostilities, insurrection, riot; rules, law, orders, actions, seizures, requisitions, priorities, preferences, instructions, regulations, restrictions, or actions of any government or any agency or subdivision thereof; casualties, fires, accidents, embargoes, quotas, transportation delays; shortages of labor, materials, fuel, power or transportation facilities; detention of Product by customs authorities, sinking of vessels, loss of Product in public or private warehouses, or inability to procure or delay in procuring materials, goods, labor or manufacturing facilities from CVG Strategy, LLC’s usual sources or in its usual manner. In any such event CVG Strategy, LLC shall have the right to, at its election to and without liability to Customer, to (a) cancel all or portion of this Agreement, or (b) perform this Agreement as so restricted or modified, and Customer shall accept such restricted or modified performance, or (c) perform this Agreement within a reasonable time after the cause for non–performance or delay has terminated. Delays in delivery of any installment shall not relieve the Customer of its obligation to accept subsequent deliveries or pay for prior deliveries.
18. Termination. CVG Strategy, LLC reserves the right to cancel an Order in whole or in part at any time by written notice, fax, telex, e-mail, or any other electronic means if the Customer fails to comply with any of its Terms and Conditions.
19. Export Trade Compliance. CVG Strategy, LLC is committed to fully comply with all U.S. Export Control Laws and Regulations, including the ITAR, EAR, OFAC, OAC/IRS, and the NNSA. CVG Strategy, LLC’s employees, are required by law to report any violation of the OFAC Regulations to the US Department of Treasury, Antiboycott violations to the Office of Antiboycott Compliance (BIS or IRS), as jurisdiction may require. It requires that its Customer is in compliance with all applicable laws, regulations, and export controls, including, but not limited to, the International Traffic in Arms Regulations (ITAR – 22 CFR Chapter 1, Subchapter M) pursuant to the Arms Export Control Act (22 U.S.C. §2778) and the Export Administration Regulations (EAR – 15 CFR 730-774) pursuant to the Export Control Reform Act of 2018 (50 U.S.C. §§4801-4852) or any and all other applicable laws and regulations including those from the Office of Foreign Assets Control (OFAC), Office of Antiboycott Compliance (OAC & IRS), and the National Nuclear Security Administration (NNSA). 

The term “defense article” (ITAR 22 CFR 120.31) or “item” (EAR 15 CFR 772.1) includes products or hardware, technical data, software, or technology which is subject to any U.S. export regulation. “Article/Item” does not just refer to the physical product itself, it includes data and information that apply to the product or hardware.  Information including manuals, drawings, specifications, training materials, and other documents, which are related to a “defense article” are considered “technical data” (ITAR 22 CFR 120.33).  Those which are related to an “item” are considered “technology” (EAR 15 CFR 772.1).  Technical Data or Technology may be export restricted, depending on the planned transaction.

CVG Strategy, LLC shall not ship or otherwise transfer export restricted defense articles or items without documented proof of a license or authorization from the appropriate U.S. governmental authority.

As a Term of Sale, CVG Strategy, LLC requires the Customer to use reasonable efforts to cooperate with, and assist CVG Strategy, LLC in the correct identification and export classification of defense articles or items provided by the Customer, or provided by CVG Strategy, LLC to the Customer. If the Customer cannot, or will not, make commonly reasonable efforts to assist CVG Strategy, LLC, then the Customer hereby indemnifies and holds harmless CVG Strategy, LLC from any resulting violation and/or penalties which may arise from the inaccurate export classification of articles / items and any resulting exports or transfers which occurs.

Customer agrees that no export restricted technology or technical data, provided by CVG Strategy, LLC in connection with this transaction, be provided to, accessed by, or be capable of access by any third-party, without CVG Strategy, LLC’s express written authorization.  The Customer shall strictly control the disclosure of, and access to, technical data or technology received under this transaction, in accordance with all applicable US Export Laws and Regulations.  Customer agrees that no export restricted technology or technical data provided by CVG Strategy, LLC be transferred to any non-U.S. person or non-U.S. entity, including without limitation, a non-U.S. employee (including those located in the U.S.) or subsidiary of the Customer, without CVG Strategy, LLC’s express written authorization. 

The Customer shall ensure that all its personnel, who represent the Customer, will identify their citizenship/nationality such that CVG Strategy, LLC may manage its interactions to protect against unauthorized disclosure of restricted technology or technical data.  Further, the Customer agrees to not employ dual country or third country nationals subject to the restrictions of ITAR 22 CFR 126.1, as may be amended from time to time, to perform any duties or activities that are in any way related to military goods, software, or technology without prior authorization from the relevant government authorities.

Customer agrees that for any export restricted article (ITAR) or item (EAR), it shall not directly or indirectly, sell, export, re-export, transfer, release, divert or otherwise dispose of in any other country, or to any prohibited party, any such export restricted product (article or item) or data (technical data or technology), either in its original form or after being incorporated into another end-item, without the prior written approval of the relevant U.S. Government authority and CVG Strategy, LLC’s express written authorization. In addition, Customer shall notify CVG Strategy, LLC at once of any violation of laws or regulations in connection with this transaction, and shall indemnify CVG Strategy, LLC and its affiliates for all liabilities, penalties, losses, damages, costs, or expenses that may be imposed on or incurred by CVG Strategy, LLC or its affiliates in connection with any such violations by Customer.  Customer agrees that CVG Strategy, LLC shall not be liable in any way to Customer or third parties for delays caused by licensing issues to the extent such licensing issues arise out of customer’s failure to cooperate with and assist CVG Strategy, LLC in its efforts to accurately classify items provided by the Customer or manufactured to the customer’s requirements, designs and/or specifications.

20. General. (a) The Terms and Conditions may not be modified or cancelled without CVG Strategy, LLC’s written agreement. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding the contrary or additional terms and conditions in any purchase order, planning schedule, acknowledgement, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. (b) No rights, duties, agreements, or obligations hereunder may be assigned or transferred by either party without the prior written consent of the other. The obligations, rights, terms, and conditions hereof will be binding upon and incurred to the benefit of the parties hereto and their successors and assigns. (c) The waiver of any breach of any term, condition, or covenant hereof or default under any provision hereof will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein or of any subsequent breach or default of any kind or nature. (d) If any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions in any hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. (e) The Terms and Conditions will be governed by and construed in accordance with the laws of the State of Florida and all the applicable laws of the United States. Customers will not directly or indirectly export, re-export, sell or transfer any Product to any country for which an export license or other government approval is required without first obtaining all licenses and other approvals. (f) In the event of inconsistency between any term of this agreement and any translation into another language, the English language meaning shall control. (g) Any and all disputes or controversies arising under, out of or in connection with this agreement or the sale or performance of the Products shall be resolved by final and binding arbitration in Florida under the rules of the American Arbitration Association. The arbitrators shall have no power to add to, subtract from or modify any of the terms or conditions of this contract.