Effective as of November 14, 2025
These Terms & Conditions ("Terms") govern the sale of goods and/or services by ARTEQUE, Inc., a New York corporation located in Catskill, Greene County, NY ("ARTEQUE," "we," "us," or "our") to business customers ("Customer" or "you"). By placing an order with ARTEQUE, including through ARTEQUE.com, you agree to be bound by these Terms.
2.1. All Orders are subject to ARTEQUE's written acceptance. No binding obligation arises until ARTEQUE confirms the Order in writing.
2.2. Customer is responsible for ensuring that all specifications, instructions, or requests provided to ARTEQUE are complete and accurate.
2.3. Any modification to scope, delivery, or pricing must be agreed in writing via an amended Order or statement of work.
2.4. Delays in Customer input or approvals may result in delays in delivery or additional costs.
3.1. All prices are in U.S. Dollars and exclusive of applicable taxes unless otherwise specified.
3.2. Payment is due within 30 calendar days of the invoice date unless otherwise agreed in writing.
3.3. Late payments may accrue interest at the rate of 1.5% per month, or the maximum permitted under New York law.
3.4. ARTEQUE may suspend performance or delivery if payment is overdue.
3.5. Customer is responsible for all taxes, duties, and levies related to the transaction, except for taxes based on ARTEQUE's net income.
4.1. Delivery timelines are estimates and not guaranteed. ARTEQUE will make reasonable efforts to meet agreed deadlines.
4.2. Unless otherwise agreed, Goods are shipped Ex Works (Catskill, NY) and Customer bears all transportation and insurance costs.
4.3. Risk passes to Customer upon ARTEQUE's handoff to carrier. Title passes upon full payment of all fees due.
4.4. If delivery is delayed due to Customer's actions or failure to accept, ARTEQUE may store the Goods at Customer's expense and invoice as if delivery occurred.
5.1. Goods Warranty: ARTEQUE warrants Goods will be free from material defects for 12 months from delivery.
5.2. Services Warranty: ARTEQUE warrants Services will be performed in a professional and workmanlike manner.
5.3. Customer must notify ARTEQUE of any defects within 30 days of discovery. Remedies are limited to repair, replacement, or re-performance of the affected portion.
5.4. DISCLAIMER: Except as expressly provided above, ARTEQUE disclaims all other warranties, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
6.1. Unless otherwise agreed in writing, ARTEQUE retains all Intellectual Property Rights in all Goods, Services, Deliverables, designs, tools, and methods it creates or uses.
6.2. Customer is granted a non-exclusive, non-transferable, revocable license to use Deliverables solely for its internal business purposes.
6.3. Customer may not reverse engineer, replicate, distribute, or modify Deliverables without prior written consent.
7.1. Both Parties agree to keep each other's Confidential Information confidential, using it only for fulfilling their obligations under this Agreement.
7.2. "Confidential Information" does not include information that is publicly available, already known without obligation, or disclosed legally.
7.3. Confidentiality obligations survive for three (3) years from the date of disclosure.
8.1. ARTEQUE shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, even if advised of the possibility.
8.2. ARTEQUE's maximum aggregate liability for any claim related to an Order shall not exceed the total fees paid for that Order in the 12 months prior to the event giving rise to the claim.
8.3. These limitations shall not apply in cases of gross negligence, fraud, willful misconduct, or liability required by New York law.
9.1. Either Party may terminate any Order or this Agreement with 30 days' written notice if the other materially breaches and does not cure within that period.
9.2. ARTEQUE may terminate or suspend performance immediately upon Customer's insolvency, bankruptcy, or failure to pay.
9.3. Upon termination:
10.1. These Terms are governed by and interpreted under the laws of the State of New York, without regard to conflict-of-law rules.
10.2. The Parties consent to exclusive jurisdiction and venue in the state and federal courts of Greene County, New York, for any disputes arising out of or relating to these Terms.
10.3. Nothing in this section limits ARTEQUE's right to seek injunctive or equitable relief in any competent jurisdiction.
11.1. Force Majeure: ARTEQUE is not liable for delays or failures due to causes beyond its reasonable control (e.g., natural disasters, strikes, supply chain disruption, acts of war, or pandemics).
11.2. No Assignment: Customer may not assign or transfer this Agreement without ARTEQUE's written consent.
11.3. Entire Agreement: These Terms and any associated Order form the complete agreement between the Parties and supersede all prior proposals, understandings, or communications.
11.4. Amendments: No modification to these Terms is valid unless made in writing and signed by both Parties.
11.5. Severability: If any provision is found invalid or unenforceable, the remaining terms shall remain in full force.
11.6. No Waiver: Failure to enforce any provision shall not constitute a waiver of that right.
11.7. Independent Contractors: The Parties are independent contractors and nothing herein shall create a joint venture, partnership, or employment relationship.
11.8. Publicity: Neither Party may issue public announcements or use the other's name/logo without prior written consent.