DK Photonics Terms and Conditions of Sale are detailed below. If you have specific questions for our Customer Service or Legal staff, please contact us.
DK PHOTONICS ("SELLER") ACCEPTS YOUR ORDER ON THE EXPRESS CONDITION THAT YOU ("BUYER") AGREE TO THE TERMS AND CONDITIONS BELOW (THE "TERMS"), AND NO OTHERS. YOUR ACCEPTANCE AND RECEIPT OF SELLER'S GOODS OR SERVICES SHALL CONSTITUTE YOUR AGREEMENT TO EACH OF THE TERMS. SELLER SHALL NOT BE BOUND TO YOUR DIFFERENT OR ADDITIONAL TERMS UNLESS SELLER ACCEPTS SUCH TERMS IN A WRITING SIGNED BY AN AUTHORIZED OFFICER OF SELLER SPECIFICALLY REFERENCING SUCH ADDITIONAL TERMS.
1. Prices: Unless otherwise agreed in writing, all prices and charges specified herein are based on U.S. dollars or H.K dollars, FOB origin and are effective for the longer of: (a) the time period set forth in Seller's written quotation for the goods; or (b) thirty (30) days from the date of the quotation. Transportation shall be by common carrier, at Buyer's risk and expense. If the delivery date is postponed by Buyer, Seller shall have the right to adjust the price of the undelivered goods to Seller's price at the time of shipment.
2. Taxes: Any sales, use, excise, customs, or value added tax which may be imposed upon the sale or use of the goods or any property tax levied after readiness to ship or any excise or customer tax, license or similar fee required under this transaction shall be in addition to the quoted prices and shall be paid by Buyer. If Buyer is exempt from any taxes, Buyer shall furnish to Seller an appropriate tax exemption certificate in a form acceptable to the taxing authority.
3. Payment: Payment terms as quoted, shall be by L/C or direct wire transfer in favor of DK Photonics. Form of payment shall not constitute payment until DK Photonics receives cash in full as due. Wire transfer payments must include full payment of goods ordered, associated shipping/handling costs and any/all bank wire transfer/handling fees incurred by the customer’s bank. Special discounts may apply if the customer pays funds in advance of shipment. Any collection charges related to the above, including reasonable attorneys’ fees, shall be paid by the customer.
4. Delivery, Risk of Loss, Shipment, and Acceptance:
(a) Delivery dates specified herein or otherwise communicated to Buyer are approximate only and are based on conditions at the time Seller accepts Buyer's purchase order. Seller may, without any liability to Buyer, extend delivery dates for good cause, including shortages of raw materials.
(b) Delivery shall be complete upon transfer of possession of the goods to a common carrier, FOB origin or FCA factory, as the case may be, whereupon title and all risk of loss, damage or destruction to the goods shall pass to Buyer.
(c) In the absence of Buyer's specific written instructions, the carrier will be selected by Seller. In no event shall Seller be liable for any delay in delivery by the carrier, nor shall the carrier be deemed an agent of Seller.
(d) All goods shall be subject to inspection by Buyer after delivery to determine conformity with Buyer's order and Seller's advertised or published specifications. Goods not expressly rejected in a writing delivered to Seller within fifteen (15) days of delivery shall be deemed to have been accepted by Buyer. Goods are only subject to rejection by Buyer for nonconformance with either (i) Buyer's order or (ii) Seller's advertised or published specifications.
5. Changes; Cancellation and Returns: Orders accepted by Seller are not subject to change or cancellation by Buyer after materials have been ordered or manufacturing commences, except with Seller's written consent and upon Buyer's payment of all costs or losses incurred by Seller. Unless otherwise agreed in writing, such charge shall not be less than fifteen percent (15%) of the price of the goods subject to the change or cancellation. Goods may not be returned without Seller's prior written authorization.
6. Warranty:
(a) Seller's only warranties to Buyer are that on the date of shipment, all goods manufactured by Seller shall be free from defects in material and workmanship under normal use and service.
(b) No warranty extended by Seller shall apply to:
any goods which have been modified or altered by persons other than Seller; or
any goods subjected to any misuse, neglect, improper storage or handling, installation or accidental damage; or
any goods manufactured by a third party.
Seller's exclusive obligation under this warranty is, at Seller's option, to repair the defective goods, to supply replacement goods free of charge (FOB origin or FCA factory, appropriately), to refund to Buyer the purchase price paid for the defective goods, or to grant credit for the value of any goods found to be defective under this warranty in installment sales. Seller shall not reimburse or make any allowance to Buyer for any labor charges incurred by Buyer for replacement or repair of any goods unless such charges are authorized in advance in writing by Seller.
(c) This warranty is made on the condition that Buyer gives Seller immediate written notice of any defect (notice must be delivered to Seller within one (1) year from the date of shipment), that Buyer gives Seller access to the goods and Buyer's relevant records and data, and that Seller's inspection reveals that Buyer's claim is valid under the terms of this warranty. No returns will be accepted by Seller unless accompanied by Seller's Return Material Authorization.
(d) With respect to third party goods, Seller's only warranty to Buyer is that such goods are free of any rightful claims of their manufacturer. To the extent any warranties extended to Seller by their manufacturer are transferable; Seller shall transfer such warranties to Buyer.
THIS WARRANTY APPLIES TO THE GOODS ONLY AND NOT TO ANY COMBINATION OR ASSEMBLY OF THE GOODS OR ANY SERVICES OF SELLER. SELLER MAKES NO WARRANTY OTHER THAN THE WARRANTY SET FORTH HEREIN AND THE WARRANTY ON PATENTS. SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability: Neither Seller, nor its suppliers, shall be liable, whether in contract, warranty, failure of a remedy to achieve its intended or essential purposes, tort (including negligence), strict liability, indemnity or any other legal theory, for loss of use, revenue or profit, labor costs, or for the costs of capital or of substitute use or performance, or for indirect, special, liquidated, incidental, or consequential damages, or for any other loss or cost of a similar type, or for claims by Buyer for damages of Buyer's customers. Seller's maximum liability for any claim shall be the price of the good on which the claim is based. Buyer and Seller agree that the exclusions and limitations set forth in this section are separate and independent from any other remedies which Buyer may have.
8. Force Majeure: If Seller suffers a delay in performance due to any cause beyond Seller's reasonable control, the time for Seller's performance shall be extended a period of time equal to the period of delay and its consequences. Seller will give Buyer written notice within a reasonable time after Seller becomes aware of such delay.
9. Export: The goods may be subject to export controls and regulations of the China, the country of manufacture, or the country of shipment, and export may require a valid export license. Seller's acceptance of Buyer's order and delivery of goods is conditioned on compliance with applicable export controls. Seller will have no obligation to sell or deliver any product until all required US and/or other export licenses have been granted and there are no other impediments arising from any applicable export regulations. No goods sold to Buyer may be exported or re-exported unless such export or re-export complies fully with all applicable export regulations.
10. Changes to the Goods: Seller reserves the right to change the part number, design, dimensions, weight or specifications of the goods at any time. However, Seller shall not make any change to goods ordered by Buyer without the Buyer's consent if the change impairs the performance or function of the goods.
11. Other: Any drawings, data, designs or other technical information supplied by Seller to Buyer in connection with the sale of the goods shall remain Seller's property and be held in confidence by Buyer. Such information shall not be reproduced nor disclosed to others without Seller's prior written consent.
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