Terms and Conditions
Onfarm Solutions Inc. – Terms & Conditions of Sale
Version: 1.5
Effective Date: 1 January 2026
1. Definitions
"Seller" means Onfarm Solutions Inc., a Delaware corporation.
"Buyer" means the individual or legal entity purchasing Goods from the Seller.
"Goods" means teat spray equipment, components, consumables, spare parts, embedded or related software/firmware (if any), documentation, and related products supplied by the Seller.
"Order" means any purchase order, online order, quotation acceptance, statement of work (if any), or written confirmation issued by the Buyer and accepted by the Seller.
"RMA" means a Return Merchandise Authorization issued by the Seller.
"Incoterms" means Incoterms® 2020 rules published by the International Chamber of Commerce.
"Confidential Information" means non-public information disclosed by Seller, including pricing, manuals, drawings, specifications, and technical or business information, whether marked confidential or that reasonably should be understood as confidential.
2. Scope, Acceptance, and Order of Precedence
These Terms govern all sales of Goods by Seller within the United States.
By placing an Order, Buyer agrees to be bound by these Terms.
Any additional or conflicting terms proposed by Buyer (including in a purchase order, acknowledgement, portal, or similar document) are expressly rejected unless accepted in writing by an authorized officer of Seller.
If Seller and Buyer have a separate, signed agreement that expressly governs a transaction, that agreement will control only to the extent it conflicts with these Terms.
3. Quotations, Pricing, and Import Tariff Surcharge
All quotations are valid for thirty (30) days unless otherwise stated in writing.
Prices are quoted in U.S. dollars unless otherwise specified and exclude all taxes, duties, tariffs, freight, insurance, and other charges unless expressly stated.
Prices may be adjusted due to material costs, freight, regulatory, or currency changes, for Orders not yet accepted by Seller.
Import Tariff Surcharge. All sales of Goods (excluding freight and labor charges) are subject to an Import Tariff Surcharge.
The Import Tariff Surcharge is calculated at fifty percent (50%) of the applicable United States import tariff rate imposed on systems and parts imported from New Zealand, including but not limited to those classified under HTS codes 8434.20.0000 and 8434.90.0000, or any successor, replacement, or equivalent tariff classification.
As for the Effective Date, the applicable import tariff rate is fifteen percent (15%), resulting in a current Import Tariff Surcharge of seven point five percent (7.5%). The surcharge will be applied at the time of invoicing.
All quotations, published prices, price lists, and online purchasing portals are deemed exclusive of the Import Tariff Surcharge, regardless of whether the surcharge is explicitly stated or displayed.
The Import Tariff Surcharge reflects a pass-through of government-imposed import tariffs and is not a tax collected on behalf of any government authority.
If the applicable import tariff is removed, reduced, increased, reclassified, or otherwise modified, the Import Tariff Surcharge will be recalculated accordingly and applied to future invoices without prior notice.
4. Taxes
Buyer is responsible for all sales, use, value-added, excise, and similar taxes, and all governmental charges, however designated, that are imposed upon or measured by the transactions contemplated by these Terms (excluding taxes on Seller’s net income).
Seller may invoice and collect such taxes or charges from Buyer and Buyer will promptly pay them.
If Buyer claims exemption from any tax, Buyer must provide Seller with a valid exemption certificate or other documentation acceptable to the applicable taxing authority. If an exemption is disallowed or tax is later assessed, Buyer will promptly pay the amount assessed plus any interest or penalties attributable to Buyer’s failure to provide proper documentation.
If any withholding tax applies to payments to Seller, Buyer will gross-up the payment so Seller receives the full amount invoiced, unless prohibited by law.
5. Orders, Changes, and Cancellations
Orders become binding only upon acceptance by Seller (including by written confirmation, shipment, or invoice).
Buyer may not change or cancel an accepted Order without Seller’s prior written approval.
Seller may decline, suspend, or cancel Orders due to availability, credit concerns, overdue accounts, suspected misuse, export control concerns, or other reasonable grounds.
Buyer-initiated cancellations approved by Seller may incur cancellation and/or restocking fees.
Custom, special-order, or non-stock Goods may not be cancelled once production or procurement has commenced.
6. Payment Terms; Security; Adequate Assurance
Unless otherwise agreed in writing, payment terms are net thirty (30) days from the invoice date.
Late payments may accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by Delaware law, whichever is less.
Seller may suspend performance, withhold shipment, require prepayment, or require other security if Buyer fails to pay when due, Seller reasonably believes Buyer may not perform, or Buyer’s creditworthiness changes.
Buyer will reimburse Seller for reasonable costs of collection, including attorneys’ fees and court costs, to the extent permitted by law.
7. Shipping Terms; Delivery; Title; Risk of Loss
Delivery dates are estimates only, and time is not of the essence unless expressly stated in writing.
Default Shipping Terms. Unless otherwise stated in Seller’s quotation, order confirmation, or invoice, all shipments are FCA Seller’s facility (Incoterms® 2020). Under this default term, Buyer is responsible for carrier selection, freight, insurance, and all import/export formalities after delivery to the carrier.
Partial Shipments; Stock Availability; Multiple Freight Charges. Seller may make partial shipments and ship in installments. Each shipment constitutes a separate sale, and Buyer shall pay for each shipment in accordance with these Terms. If the Buyer requests multiple shipments due to Seller’s temporary unavailability of certain items, Buyer agrees to pay freight, courier charges, and all related costs for each shipment, even where the shortfall results from Seller’s stock levels, unless expressly agreed otherwise in writing.
Small‑Parcel Courier Shipments Arranged by Seller (Optional Buyer Selection). If the Buyer selects a small‑parcel courier option (including FedEx, UPS, DHL, or similar) through Seller’s online ordering portal, the Buyer authorizes the Seller to arrange such shipment solely as the Buyer’s agent. All courier freight charges, fuel surcharges, handling fees, duties, taxes, and related costs will be charged to the Buyer as a pass‑through expense at the rates charged to Seller. Insurance is not included.
Arranging courier shipments on the Buyer’s behalf does not modify the applicable Incoterm or the point at which risk transfers. Risk of loss transfers to the Buyer upon the Goods being handed over to the courier at the Seller’s facility, consistent with FCA Seller’s facility (Incoterms® 2020), regardless of which party books the courier. Seller is not responsible for courier performance, delays, mis-delivery, or damage occurring after the Goods have been collected. Buyer must file any claims for loss or damage directly with the courier.
Risk of Loss. Risk of loss transfers to the Buyer upon delivery of the Goods to the carrier under the applicable Incoterms® or written agreement.
Title to the Goods remains with the Seller until payment in full is received.
8. Inspection; Acceptance; Shortage/Damage Claims
Buyer must inspect Goods promptly upon receipt and notify Seller in writing of any damage, shortage, or nonconformity within five (5) business days after delivery.
Failure to provide timely notice constitutes irrevocable acceptance of the Goods and waives Buyer’s right to reject, except for latent defects covered by the Warranty.
For freight damage or loss, Buyer must (i) note damage/shortage on the carrier’s delivery receipt, (ii) retain packaging, and (iii) promptly file a claim with the carrier. Seller may assist, but carrier claims are Buyer’s responsibility unless otherwise required by the applicable Incoterms.
9. Purchase Money Security Interest
Buyer grants Seller a purchase money security interest in the Goods and any proceeds to secure Buyer’s obligations.
Buyer agrees to execute and deliver any documents and take any actions reasonably requested by Seller to perfect or maintain that security interest under the Delaware Uniform Commercial Code (UCC) or other applicable law.
10. Installation, Use, Safety, and Compliance
Unless expressly agreed otherwise in writing, Seller does not provide installation services.
Buyer is responsible for proper installation, operation, maintenance, and compliance with all applicable laws, regulations, and industry standards.
Buyer must follow Seller’s manuals, instructions, safety notices, and maintenance schedules. Failure to do so may void the Warranty.
Goods are intended for agricultural use only. Buyer is responsible for determining suitability for its intended use, including compatibility with chemicals, consumables, and operating conditions.
Seller does not certify, supervise, or control Buyer’s installers, technicians, dealers, distributors, or integrators. Buyer is solely responsible for the competence, training, supervision, and actions of its personnel and downstream partners. Seller assumes no responsibility or liability for installation quality, commissioning, training, or field service performed by Buyer or any third party.
11. Product Changes; Substitutions; Discontinuation
Seller may make changes in design, materials, specifications, manufacturing location, or components, and may substitute functionally equivalent components, provided such changes do not materially reduce the intended performance of the Goods.
Seller may discontinue any Goods or spare parts at any time. Seller’s only obligation with respect to discontinued items is to fulfill accepted Orders to the extent commercially reasonable.
12. Warranty
Warranty Coverage and Duration. Seller warrants that the Goods will be free from defects in materials and workmanship for twelve (12) months for equipment and ninety (90) days for spare parts.
The warranty period begins on the earlier of (a) the date of installation, or (b) ninety (90) days after delivery to Buyer.
Wear Parts (Excluded). The following items are considered wear parts and are not covered: Teatwand springs; teat spray hoses; teat spray nozzles; Teatwand nozzle holders; Teatwand nozzle end spring holders; square bearings and bearing blocks. When chlorine dioxide is used as a pre or post-dip, teat spray accumulators are also deemed wear parts. This list is not exhaustive and may be updated for future purchases.
Buyer Responsibilities. Buyer is responsible for proper installation, operation, and maintenance; use of Seller-recommended chemicals and consumables; and compliance with published maintenance schedules.
Maintenance schedules are based on the number of cycles completed; in large dairies, some components may require replacement before twelve (12) months.
Exclusions. This warranty does not cover normal wear and tear; misuse; improper storage; use of non-OEM parts; unapproved chemicals; altered components; unauthorized repairs; cosmetic damage; or costs to access, uninstall, or reinstall Goods. Examples include alterations to nozzles, bypassing sensors, and software tampering.
Original Purchaser Limitation. This warranty applies only to the original commercial purchaser and is not transferable unless expressly agreed in writing. Purchases by affiliated entities within a corporate group are permitted.
Warranty Evaluation and Returns. Seller may require Goods/components to be returned for evaluation. Buyer must obtain an RMA and follow Seller’s return instructions. Buyer pays shipping to Seller; if Seller validates the claim, Seller will provide repaired or replacement parts at no charge. Seller aims to evaluate claims within ten (10) business days after receipt.
Exclusive Remedy. Seller’s sole obligation and Buyer’s exclusive remedy is repair, replacement, or refund (at Seller’s option) for defective Goods.
Unless expressly approved in writing by Seller, any rebranding, private-labeling, relabeling, bundling, system integration, software integration, modification, or alteration of the Goods (including mounting, controls, interfaces, or operating parameters) by Buyer or any third party voids the Warranty and releases Seller from any related liability. Seller shall have no responsibility for the performance, safety, compliance, or suitability of the Goods as integrated into any third-party system or product.
Disclaimer of Other Warranties (Commercial Transactions). To the fullest extent permitted by law, all other warranties—express, implied, statutory, or otherwise, including implied warranties of merchantability and fitness for a particular purpose—are disclaimed.
13. Returns and RMA Process (Non-Warranty)
All returns require a valid RMA issued by Seller prior to shipment.
To request an RMA, Buyer must contact Seller at: support@onfarmsolutions.com and provide order number, item(s), quantity, and reason for return.
Only spare parts purchased directly from Seller are eligible for non-warranty return.
Return requests must be made within thirty (30) days of delivery and are limited to a maximum return value of USD $2,500 per sale.
Returned items must be unused, in original packaging, in resalable condition, and shipped freight prepaid with the RMA clearly marked. RMAs expire thirty (30) days after issuance unless extended by Seller in writing.
Approved returns are subject to the greater of USD $75 or a fifteen percent (15%) restocking fee. Freight is nonrefundable. Store credit only.
If Goods are returned without an RMA, or not in acceptable condition, Seller may refuse delivery or return them at Buyer’s expense.
14. Software/Firmware License; Updates; Remote Support; Open Source
If any software or firmware is provided with the Goods (including embedded controller firmware), Seller grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable license to use such software solely as incorporated in and for the operation of the Goods during Buyer’s lawful possession of the Goods.
Buyer will not (and will not allow any third party to): copy (except one backup if applicable), modify, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, except to the extent such restriction is prohibited by law.
Seller may provide updates, patches, or bug fixes at its discretion. Updates may be required to address safety, security, or compatibility.
If Seller provides remote support or remote access tools, Buyer authorizes Seller to access the Goods and related systems as reasonably necessary to provide support, subject to Buyer’s reasonable security requirements.
Software may include open-source components subject to separate license terms. To the extent required, Seller will make applicable open-source license notices available upon request.
15. Data, Telemetry, and Privacy
Buyer data is used for order processing, customer support, product improvement, and internal business operations and will not be sold.
If the Goods generate operational data, diagnostic logs, or telemetry ("Equipment Data"), Seller may collect and use Equipment Data to provide support, improve products, and for analytics, in an aggregated and/or de-identified form where feasible.
Buyer retains ownership of Buyer’s proprietary production records and personally identifiable information (if any). Seller retains ownership of Equipment Data that is aggregated and de-identified.
Seller will implement reasonable administrative, technical, and physical safeguards designed to protect data in its possession.
Buyer consents to cross-border transfer of data to Seller and its service providers where necessary to perform these Terms.
16. Confidentiality
Buyer will keep Seller’s Confidential Information confidential and will not disclose it to any third party except to Buyer’s employees/contractors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms.
Buyer will use Seller’s Confidential Information only as necessary to evaluate, purchase, install, operate, and maintain the Goods.
Confidentiality obligations do not apply to information that is (i) publicly available through no fault of Buyer, (ii) rightfully received from a third party without duty of confidentiality, or (iii) independently developed without use of Confidential Information.
If Buyer is required by law to disclose Confidential Information, Buyer will (to the extent permitted) provide Seller prompt notice and cooperate with Seller’s efforts to seek protective treatment.
17. Intellectual Property
All intellectual property rights in the Goods, manuals, software, trademarks, and technical materials remain the exclusive property of Seller or its licensors.
No rights are granted except as expressly stated in these Terms.
18. Compliance with Laws; Export Controls; Sanctions
Buyer will comply with all applicable laws and regulations related to the purchase, installation, and use of the Goods.
Buyer agrees to comply with all applicable U.S. export controls and sanctions laws and regulations and will not export, re-export, or transfer the Goods in violation of such laws.
19. Recall; Safety Notifications; Cooperation
Buyer will promptly notify Seller of any safety incident, unusual malfunction, or field issue involving the Goods.
In the event of a recall, safety notice, or corrective action relating to the Goods, Buyer will reasonably cooperate with Seller, including providing serial numbers, locations, and other information necessary to effect corrective actions.
Unless required by law or caused by Seller’s breach of Warranty, Buyer is responsible for costs arising from Buyer’s misuse, unauthorized modification, or failure to follow instructions.
20. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTION), WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.
SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE GOODS OR THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE GOODS GIVING RISE TO THE CLAIM.
Nothing in these Terms limits liability to the extent it cannot be limited under applicable law, including liability for gross negligence or willful misconduct where non-limitable.
21. Indemnification
Buyer will indemnify, defend, and hold harmless Seller and its directors, officers, employees, and agents from and against claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to Buyer’s misuse, improper installation, unauthorized modification, breach of these Terms, or violation of applicable law.
This indemnification includes, without limitation, disputes, claims, or actions brought by end users or third parties arising out of or relating to Buyer’s resale, integration, installation, representations, warranties, or support of the Goods.
22. Force Majeure
Seller is not liable for delays or failures to perform due to events beyond its reasonable control, including acts of God, labor disputes, supplier failures, transportation interruptions, pandemics, governmental actions, or internet/service outages.
If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Order by written notice, and Buyer will pay for Goods delivered and work performed to date.
23. Dispute Resolution; Attorneys’ Fees
The parties will attempt in good faith to resolve disputes through escalation to senior management. Either party may request such escalation by written notice.
If a dispute is not resolved within thirty (30) days after escalation notice, either party may pursue any remedies available at law or in equity.
In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, to the extent permitted by law.
Optional by written agreement only: the parties may agree to mediation or arbitration for specific disputes.
24. Dealer and Distributor Precedence
Where Buyer purchases Goods through an authorized dealer or distributor, the terms of the applicable dealer or distributor agreement will prevail in the event of a conflict with these Terms, but only to the extent of such conflict.
25. No Third-Party Beneficiaries; Downstream Sales
These Terms are solely for the benefit of Seller and Buyer. Nothing in these Terms creates, or shall be deemed to create, any rights, remedies, warranties, or causes of action in favor of any third party, including but not limited to end users, sub-dealers, integrators, installers, or customers of Buyer. Seller makes no representations or warranties to any third party. Buyer is solely responsible for all representations, warranties, service obligations, installation, training, and support provided to third parties in connection with the Goods.
26. Notices
All notices under these Terms must be in writing and delivered by (i) personal delivery, (ii) nationally recognized overnight courier, or (iii) email with confirmation of receipt, to the addresses set forth below (or as updated by notice).
Notices are deemed received upon delivery (for personal delivery), one (1) business day after dispatch (for overnight courier), or upon confirmation of receipt (for email).
Notices to Seller: Onfarm Solutions Inc., 3828 KENNETT PIKE, SUITE 212
Greenville DE 19807, info@onfarmsolutions.com
Notices to Buyer: To the address and email provided in Buyer’s Order or account profile.
27. Assignment
Buyer may not assign or transfer these Terms or any rights or obligations hereunder without Seller’s prior written consent. Any attempted assignment without consent is void.
Seller may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.
28. Termination; Suspension; Effects
Seller may terminate or suspend performance immediately upon written notice if Buyer fails to pay any amount when due, breaches these Terms and fails to cure within ten (10) days after notice (if curable), or if Seller reasonably determines Buyer’s conduct may cause harm, regulatory risk, or infringement of Seller’s rights.
Upon termination, all amounts owed become immediately due and payable, and Buyer will return or permit Seller to recover any Goods in which Seller retains title, to the extent permitted by law.
29. Severability; Waiver; Headings; Survival
If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
No failure or delay by Seller in enforcing any right will operate as a waiver.
Headings are for convenience only and do not affect interpretation.
Provisions that by their nature should survive will survive termination, including (without limitation) payment obligations, confidentiality, intellectual property, warranty disclaimers, limitation of liability, indemnification, governing law, and dispute resolution.
30. Governing Law and Jurisdiction
These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules.
Any disputes must be resolved exclusively in the state or federal courts located in Delaware, and the parties consent to such jurisdiction and venue.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
31. Amendments; Entire Agreement
Seller may amend these Terms from time to time. The version in effect at the time of Order acceptance will apply.
These Terms constitute the entire agreement between Seller and Buyer regarding the sale of the Goods and supersede all prior or contemporaneous agreements and communications on the subject matter.
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