Terms of Sale

Cognituv, LLC · Rev. 09/2026

1. These terms

These Terms of Sale govern every quotation, order acknowledgment and sale of products and related services (“Products”) by Cognituv, LLC (“Cognituv,” “we,” “us”) to you. Placing an order, or accepting delivery, means you accept them.

We may update these Terms at any time. The version in effect when we acknowledge your order is the one that governs it.

Terms in your purchase order, vendor portal or other document do not apply unless an authorized Cognituv officer accepts them in writing.

If documents conflict, this is the order that wins: (1) a signed agreement between us; (2) our quotation or order acknowledgment; (3) these Terms; (4) the Cognituv Limited Warranty; (5) your purchase order.

2. Prices and quotes

• All prices are in U.S. Dollars.
• Prices exclude sales, use, excise and similar taxes, and exclude shipping, handling, insurance, duties and tariffs, unless we state otherwise. You are responsible for applicable taxes unless you give us a valid exemption certificate.
• Quotations are good for thirty (30) days unless the quotation says otherwise.
• Photographs, prices, specifications and product descriptions on cognituv.com and in marketing materials can change without notice. We may correct typographical and clerical errors in quotations, acknowledgments and invoices.
• We may make engineering or component changes that do not reduce the form, fit or function of the Product.

3. Shipping and delivery

• In-stock catalog items usually ship within one to two business days of order acknowledgment. Built-to-order, configured and custom items ship on the lead time shown on the quotation or acknowledgment.
• Ship dates are good-faith estimates, not guarantees. Shipping rates, carriers and transit times vary with volume and destination.
• Inventory shown on cognituv.com is kept current where practicable, but it is not a guarantee of availability.
• Unless the acknowledgment says otherwise, delivery is FOB Origin, Spicewood, Texas. Title and risk of loss pass to you when we hand the shipment to the carrier.
• Inspect every shipment on arrival. Note visible damage or shortage on the carrier’s delivery receipt and tell us within five (5) business days. Report concealed damage within five (5) business days of finding it, and within thirty (30) days of delivery. Claims for loss or damage in transit are made against the carrier.
• We may ship in parts and invoice each shipment separately.

4. Payment

Payment terms are set by order value and are subject to credit approval:

Order value	Terms
Under $10,000	Invoiced net thirty (30) days from the invoice date.
$10,000 to $50,000	50% invoiced at the time of purchase, net fifteen (15) days. The balance is invoiced on delivery, net fifteen (15) days from the delivery date.
Over $50,000	50% invoiced at the time of purchase, net fifteen (15) days. We may also require the remaining 50% to be placed in escrow with a third party at the time of purchase and released to us on delivery.

Past-due balances accrue a late charge of one and one-half percent (1.5%) per month, or the highest rate the law allows, whichever is less, plus our reasonable costs of collection including attorneys’ fees. While any amount is past due we may hold production, hold shipment, suspend warranty service and withdraw credit terms. You may not withhold or set off any amount you owe us because of a claim or dispute.

5. Changes and cancellations

Send change and cancellation requests in writing. They take effect only when we acknowledge them in writing. What you owe depends on how far the order has progressed:

• Acknowledged, with nothing committed and no production started — no charge.
• Stock allocated, or materials or components ordered or committed — 25% of the cancelled order value.
• Production started, or the order is built-to-order, configured, custom or special-order — not cancellable. If we agree in writing to cancel, you owe all costs we have incurred plus 25% of the cancelled order value.
• Already shipped — handled as a return under Section 6.

6. Returns and RMA

Start every return and every warranty claim the same way — email [email protected] or call 1-888-580-8738. We will tell you what applies and issue a Return Merchandise Authorization (“RMA”) number. Nothing may be returned without one. Returns of Products that are not defective are accepted at our discretion, on these terms:

• Ask for an RMA within thirty (30) days of delivery.
• The Product must be unused, uninstalled and in its original packaging, with all components, accessories and documentation.
• A restocking fee of 25% of the invoiced price applies.
• You pay return freight and carry the risk in transit. We may refuse cartons with no visible RMA number.
• Return the Product within thirty (30) days of the RMA date. RMA numbers expire after that.
• We credit your account after inspection. Refund to the original payment method is at our discretion.

These cannot be returned: built-to-order, configured, custom-length and special-order assemblies; Class I Division 2 and explosion-proof equipment; opened lamps, emitters and other consumables; filters and filter media; installed or energized Products; discontinued items; and software, subscriptions and services, including Cognituv Connect™.

No restocking fee applies to a Product we confirm is defective under the Cognituv Limited Warranty; we credit your inbound ground freight and pay return shipping. If we find a Product is not defective, we will tell you before doing anything further.

7. Warranty

Products are sold under the Cognituv Limited Warranty (Rev. 09/2026), published at cognituv.com/warranty and part of these Terms. It covers defects in materials and workmanship for five (5) years on the device and one (1) year on lamps and emitters, measured from the date of shipment. It is the only warranty Cognituv gives.

8. Installation and safety

• You are responsible for installation by qualified, licensed trades, for code-compliant power and disconnects, and for meeting all applicable federal, state and local codes and permit requirements.
• UV-C energy harms skin and eyes. Follow every Product label, guard, interlock and sign, and use lockout/tagout before servicing.
• You are responsible for confirming that the Product suits your application, process conditions and environment, and for maintaining it as the Product documentation describes.

9. Export compliance

You will follow all applicable export control, sanctions and anti-corruption laws. You will not export, re-export or divert Products in violation of them, and you will not resell Products to a restricted party or an embargoed destination.

10. Force majeure

We are not liable for any delay or failure to perform caused by something beyond our reasonable control — including natural catastrophe, fire, flood, epidemic, war, terrorism, civil disturbance, labor disruption, carrier delay, utility or network failure, component shortage, supplier failure, cyber incident and government action. Affected obligations pause for the duration of the event, and delivery dates move accordingly.

11. Limit of our liability

12. Governing law

Texas law governs these Terms, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute goes to the state or federal courts in Travis County, Texas, and both parties consent to their jurisdiction.

13. General

• Entire agreement. These Terms, our quotation or order acknowledgment, and the Cognituv Limited Warranty are the whole agreement about the Products and replace everything said before.
• Severability. If a provision is unenforceable, the rest stays in force and that provision is narrowed only as far as needed to make it enforceable.
• No waiver. If we do not enforce a provision, we have not waived it or any other.
• Assignment. You may not assign these Terms or any order without our written consent.
• Notices. Notices to Cognituv take effect when sent to [email protected] and to 5004 Bee Creek Road, Suite 320, Spicewood, TX 78669, USA.

14. Contact

Cognituv, LLC · 5004 Bee Creek Road, Suite 320, Spicewood, TX 78669, USA

1-888-580-8738 · [email protected] · cognituv.com