Terms of Sale

TERMS & CONDITIONS OF SALE AND USE

REKALL DYNAMICS – MASTER AGREEMENT
(Effective immediately – replaces all prior terms)

SECTION 1 – GENERAL PROVISIONS

1.1 Business Location. REKALL DYNAMICS IS A NEW ZEALAND BUSINESS. ALL PRODUCTS ARE DESIGNED, MANUFACTURED, AND INTENDED FOR USE EXCLUSIVELY IN NEW ZEALAND, UNDER NEW ZEALAND LAW AND STANDARDS.

1.2 Purchaser’s Risk. ANY SALE, DELIVERY, OR USE OUTSIDE NEW ZEALAND IS AT THE PURCHASER’S SOLE RISK.

1.3 No Representation. REKALL DYNAMICS MAKES NO REPRESENTATION THAT THE PRODUCTS ARE SUITABLE, LEGAL, SAFE, OR COMPLIANT IN ANY OTHER JURISDICTION, INCLUDING THE UNITED STATES, EUROPE, OR ELSEWHERE.

1.4 Entire Agreement. THESE TERMS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES, SUPERSEDING ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS, OR WARRANTIES.

SECTION 2 – INSURANCE DISCLAIMER

2.1 REKALL DYNAMICS DOES NOT CARRY PRODUCT LIABILITY, PROFESSIONAL INDEMNITY, ERRORS & OMISSIONS, CASUALTY, PROPERTY, CYBER, ENVIRONMENTAL, OR ANY OTHER FORM OF INSURANCE COVERAGE IN ANY JURISDICTION.

2.2 NO INSURANCE EXISTS TO COVER ANY CLAIMS, DAMAGES, LOSSES, INJURIES, FINES, PENALTIES, OR LIABILITIES ARISING FROM THE PRODUCTS.

2.3 THE PURCHASER EXPRESSLY ACKNOWLEDGES THAT THE PRICING OF THE PRODUCTS IS BASED ENTIRELY UPON THIS ALLOCATION OF RISK.

SECTION 3 – WAIVER OF CONSUMER RIGHTS & WARRANTIES

3.1 Waiver of Laws. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PURCHASER CONTRACTS OUT OF, AND WAIVES ANY RIGHTS UNDER:

THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993;
THE AUSTRALIAN CONSUMER LAW;
THE U.K. CONSUMER RIGHTS ACT;
ALL EUROPEAN UNION CONSUMER DIRECTIVES;
ALL UNITED STATES FEDERAL AND STATE CONSUMER PROTECTION LAWS, INCLUDING THE MAGNUSON-MOSS WARRANTY ACT, THE UNIFORM COMMERCIAL CODE, AND ANY IMPLIED WARRANTIES;
ANY SIMILAR CONSUMER OR WARRANTY LAW WORLDWIDE.

3.2 Warranty Disclaimer. THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” REKALL DYNAMICS DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF:

MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT,
DURABILITY, PERFORMANCE, OR QUALITY.

NO ORAL OR WRITTEN INFORMATION, ADVICE, OR REPRESENTATION CREATES ANY WARRANTY.

SECTION 4 – RISK ASSUMPTION

BY PURCHASING OR USING THE PRODUCTS, THE PURCHASER EXPRESSLY AND IRREVOCABLY ASSUMES ALL RISKS, INCLUDING BUT NOT LIMITED TO:

Personal Injury & Death: electrocution, fire, explosion, burns, chemical exposure, poisoning, allergic reaction, suffocation, drowning, choking, falls, crushing injuries, repetitive strain, neurological damage, cardiovascular events, seizures, epilepsy, asthma, cancer, hearing loss, vision loss, pregnancy complications, fetal harm, genetic damage, infection, shock, trauma, psychological stress.
Property Damage: fire, flood, explosion, structural collapse, electrical surges, corrosion, contamination, vandalism, theft, malfunction, radiation, data corruption.
Environmental Hazards: emissions, spills, toxic waste, pollution, contamination of air/water/soil, ecological harm, climate impact, hazardous materials exposure, biosafety risks, radiation leakage, unsafe disposal.
Cyber/Data Hazards: data corruption, data loss, hacking, breaches, malware, ransomware, phishing, surveillance liability, espionage, trade secret compromise, AI malfunction.
Operational Hazards: misuse, improper installation, poor maintenance, integration with incompatible equipment, third-party modification, software bugs, hardware faults, misconfiguration, operator negligence.
Regulatory & Legal Hazards: customs seizure, government seizure, fines, penalties, trade restrictions, sanctions, embargoes, ITAR/EAR/export law violations, military/defense procurement breaches, regulatory investigations, forfeiture.
Force Majeure: war, terrorism, civil unrest, nuclear accident, pandemic, epidemic, natural disaster, earthquake, flood, fire, storm, lightning strike, meteor strike, solar flare, electromagnetic pulse (EMP), or other unforeseen catastrophic events.
Unforeseeable Risks: any risk not listed above.

SECTION 5 – LIMITATION OF LIABILITY

5.1 Maximum Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, REKALL DYNAMICS’S TOTAL LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE PAID BY THE PURCHASER.

5.2 Exclusions. UNDER NO CIRCUMSTANCES SHALL REKALL DYNAMICS BE LIABLE FOR:

INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES;
LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF USE, LOSS OF OPPORTUNITY;
REGULATORY OR GOVERNMENT PENALTIES;
THIRD-PARTY CLAIMS OR ACTIONS;
ANY CLAIMS BEYOND THE LIABILITY CAP.

5.3 No Insurance. NO INSURANCE EXISTS TO COVER ANY CLAIMS BEYOND THE PURCHASE PRICE.

SECTION 6 – INDEMNIFICATION

6.1 THE PURCHASER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS REKALL DYNAMICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS FROM ANY AND ALL CLAIMS, ACTIONS, LOSSES, DAMAGES, FINES, PENALTIES, LIABILITIES, AND COSTS (INCLUDING LEGAL FEES), ARISING FROM OR RELATED TO:

USE OR MISUSE OF THE PRODUCTS;
THIRD-PARTY CLAIMS;
REGULATORY ACTIONS OR INVESTIGATIONS;
BREACH OF THESE TERMS;
GOVERNMENT ENFORCEMENT OR PENALTIES.

6.2 THIS INDEMNITY SURVIVES TERMINATION OR EXPIRATION OF THESE TERMS.

SECTION 7 – COMPLIANCE RESPONSIBILITY

7.1 THE PURCHASER IS SOLELY RESPONSIBLE FOR OBTAINING ALL PERMITS, LICENSES, CERTIFICATIONS, OR APPROVALS REQUIRED FOR USE, IMPORT, EXPORT, OR SALE OF THE PRODUCTS.

7.2 REKALL DYNAMICS MAKES NO REPRESENTATION THAT THE PRODUCTS COMPLY WITH ANY FOREIGN LAW OR STANDARD.

SECTION 8 – DISPUTE RESOLUTION

8.1 Governing Law. THESE TERMS ARE GOVERNED EXCLUSIVELY BY THE LAWS OF NEW ZEALAND.

8.2 Jurisdiction. ALL DISPUTES SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF NEW ZEALAND COURTS.

8.3 Arbitration Option. AT REKALL DYNAMICS’S SOLE ELECTION, ANY DISPUTE SHALL BE RESOLVED BY CONFIDENTIAL BINDING ARBITRATION IN AUCKLAND, NEW ZEALAND, CONDUCTED IN ENGLISH. PURCHASER SHALL BEAR ALL FEES AND COSTS.

8.4 Waivers. THE PURCHASER WAIVES ANY RIGHT TO:

TRIAL BY JURY,
CLASS ACTIONS,
BRINGING CLAIMS IN ANY FOREIGN COURT.

SECTION 9 – RETURNS & REFUNDS

RETURNS AND REFUNDS ARE LIMITED TO THE POLICY STATED HEREIN. NO ADDITIONAL RIGHTS EXIST UNDER FOREIGN LAW OR INSURANCE.

SECTION 10 – SEVERABILITY & SURVIVAL

IF ANY PROVISION IS FOUND UNENFORCEABLE, THE REMAINDER SHALL BE ENFORCED TO THE MAXIMUM EXTENT POSSIBLE. ALL DISCLAIMERS, LIMITATIONS, WAIVERS, AND INDEMNITIES SURVIVE TERMINATION OR EXPIRATION.

SECTION 11 – HAZARD APPENDIX

THE FOLLOWING NON-EXHAUSTIVE LIST OF HAZARDS IS EXPRESSLY WAIVED AND ASSUMED BY THE PURCHASER.

Physical Hazards: FIRE, ELECTRIC SHOCK, EXPLOSION, BURNS, RADIATION EXPOSURE, ELECTROMAGNETIC INTERFERENCE, LASER BURNS, UV EXPOSURE, INFRARED EXPOSURE, RADIOFREQUENCY RADIATION, SHARP EDGES, MOVING PARTS, MECHANICAL CRUSHING, FALLING OBJECTS, VIBRATION, REPETITIVE MOTION, SLIPS, TRIPS, FALLS.

Medical Hazards: CARDIAC ARREST, STROKES, SEIZURES, NEUROLOGICAL DAMAGE, RESPIRATORY FAILURE, ASTHMA, ALLERGIC REACTIONS, TOXIC EXPOSURE, POISONING, CHEMICAL BURNS, INFECTION, VIRAL TRANSMISSION, PREGNANCY COMPLICATIONS, FETAL HARM, GENETIC DAMAGE, HEARING LOSS, VISION IMPAIRMENT, CANCER.

Cyber Hazards: DATA BREACHES, MALWARE, VIRUSES, TROJANS, RANSOMWARE, HACKING, ESPIONAGE, SURVEILLANCE, UNAUTHORIZED ACCESS, TRADE SECRET LOSS, CONFIDENTIALITY BREACHES, AI SYSTEM FAILURE.

Environmental Hazards: POLLUTION, TOXIC EMISSIONS, OIL SPILLS, CHEMICAL LEAKS, SOIL CONTAMINATION, WATER CONTAMINATION, AIR QUALITY HAZARDS, CLIMATE DAMAGE, WILDLIFE HARM, BIOSAFETY INCIDENTS.

Regulatory Hazards: CUSTOMS SEIZURE, SANCTIONS, EXPORT/IMPORT VIOLATIONS, FINES, PENALTIES, GOVERNMENT INVESTIGATIONS, CONTRACT TERMINATION, PROCUREMENT BREACHES.

Miscellaneous Hazards: ACTS OF GOD, WAR, TERRORISM, NUCLEAR ACCIDENTS, EMP, SOLAR FLARES, METEOR STRIKES, UNKNOWN RISKS.

THIS LIST IS ILLUSTRATIVE AND NON-EXHAUSTIVE. ALL RISKS, WHETHER LISTED OR NOT, ARE ASSUMED SOLELY BY THE PURCHASER.