Terms of Sale

Acceptance of Orders

UV LED(“产品”)的所有订单和优惠(“产品”),Inc。(“卖家”)(“卖方”)明确调节个人或实体下订单或购买(“买方”)的接受。任何协议专门包括这些销售条款和卖方的特定产品,数量和价格的报价(“报价”),除非卖方签署的书面之外,可能无法修改。如果这些销售条款与报价之间发生冲突,则报价条款应控制。买方审查了与产品相关的产品信息和文献(“产品信息”)。根据本协议提供的所有项目应被视为已被认为,除非买方在交付十(10)天内的十(10)天内通知卖方。

Price

Unless otherwise agreed in writing, prices are in US dollars; EX-WORKS FOB, Seller’s facility, Green Island, NY. Any taxes, fees or other assessments or expenses shall be paid by the Buyer. All shipping and transportation charges will be paid directly by Buyer. In the event that Seller pays any such taxes, fees or assessments, then they shall be invoiced to the Buyer.

Payment

Unless otherwise agreed in writing, the payment terms shall be Cash on Delivery (C.O.D.).

Seller may, at its sole option extend credit to the Buyer. If Seller extends such credit then invoices will be issued upon shipment, and shall be due, in full, within thirty (30) days from the date of such invoice.

Unpaid amounts shall be subject to a charge of the lesser of one and one-half percent (1.5%) or the maximum rate allowed by law on any portion of Buyer's outstanding balance not paid within thirty days after the due date. Seller reserves the right to withdraw or modify the terms of any credit extended to Buyer. In the event of a default in payment of any amounts due to Seller, Buyer agrees to pay Seller’s attorney’s fees and expenses incurred by Seller in enforcing payment thereof.

Delivery and Availability

所有交付或合理的装运日期effort basis only and Seller shall not be liable for any delay in delivery. Seller shall make good faith efforts to give Buyer notice of any delay in delivery (before or after the scheduled delivery date), advising of the new anticipated shipping or delivery date. Buyer shall accept shipment or delivery at the time provided in the notice. Buyer understands Product availability is a function of constantly changing market and manufacturing conditions, Seller cannot guarantee availability. At any time when Seller does not have sufficient capacity to fill all customer orders on a timely basis, Seller may at its sole discretion allocate production and delivery among Seller's customers.

Cancellation and Rescheduling

If Seller cannot provide Product as ordered within ninety (90) days of the date that a Quotation is accepted Buyer may, in its sole discretion, cancel or reschedule purchase orders requesting standard devices. Seller will make good faith efforts to appraise Buyer of adjustments to delivery date and quantities available.

Limited Warranty

Seller warrants Product is free from defects in materials and workmanship and that Product will meet or exceed Seller’s published specifications in effect on the date of shipment for a period of thirty (30) days, Provided that: 1) The Product is used in a manner that is consistent with Seller’s instructions, as outlined in Seller’s Product Information, in effect at the time of purchase, including but not limited to proper end use, testing, operation, environmental conditions and installation; 2) Product is not subjected to damage due to testing, accident, intentional or reckless damage, or abuse, or act or acts of God; 3) Buyer will return any Product that it wishes to return under this Limited Warranty to Seller, and will provide information regarding the conditions under which the Product failed or did not meet Seller’s published specifications; and 4) that commercially reasonable documentation of the use and treatment of the Product is maintained and provided to Seller.

除了上述情况外,本保修不适用于误用,安装不当,操作不当,操作不当,操作不当(包括卖方规定的任何温度范围以外的运行)滥用或未申请污染,卖方对其有任何类型的任何责任均不承担任何责任。

Seller's sole obligation to Buyer shall be limited to replacing or repairing, at its option, any nonconforming Product that has been properly returned to Seller by Buyer within the warranty period.

The Seller will have no obligation to replace, repair or give credit for any Product that is employed in a device or which is used in a manner that Seller, in its sole discretion, determines is nonconforming.

Each of Buyer and Seller agree that in no event shall Seller be liable for any lost profits or any special, incidental, consequential or indirect damages, and that Seller’s aggregate liability in damages shall in no event exceed the amount received by Seller for Product as set forth in the Quotation in which any defective Product was included. Buyer agrees that Seller will have no liability of any kind for failure of any equipment or other items into which Product is incorporated, and that Buyer will indemnify Seller for any and all claims against the Seller related to any use by Buyer, and/or any device into which Buyer incorporates Product.

Buyer understands that these terms comprise material elements of this agreement, and that they are fundamentally part of Seller’s willingness to provide Product to Buyer.

THE FOREGOING WARRANTY PROVISIONS ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

Safety and End-Use

Buyer bears full responsibility for making its own determination as to the suitability of the purchased Product, recommendations or advice for its own particular use. Seller makes no warranty or guarantee, express or implied, as to results obtained in end-use, nor of any design incorporating Product, recommendation or advice. Buyer must identify and perform all tests and analyses necessary to assure that its finished application-incorporating Product will be safe and suitable for use under end-use conditions. Each user of devices assumes full responsibility to become educated in and to protect from harmful irradiation. The Seller specifically disclaims any and all liability for harm arising from Buyer's or subsequent user’s use of Product either in development or in end use.

产品提供紫外线从领导的年代pecific light output levels. Buyer expressly acknowledges that, depending on wavelength and exposure time, light in this spectrum can have a harmful effect on, among other things, the eyes and skin of an unprotected individual, and must be used with caution. It is the Buyer’s responsibility to provide notice that UV light is present where the Product is in use. Buyer further agrees that it will notify all individuals when the Product is in use or being tested, and require all individuals to wear personal protective equipment including, but not limited to, long sleeve lab coats and gloves, and eye glasses or face shields, while in the presence of Product that is being used or tested. Buyer assumes full responsibility to become educated in and to protect from harmful irradiation, and agrees to indemnify Seller against all claims, suits, complaints or other disputes related to the presence of UV light that is alleged to originate with Product.

More information on Environmental Health and Safety recommendations can be found in our application note with this title.

Export Control

Buyer acknowledges that the Product may be subject to export restrictions. Buyer agrees that it shall not sell Product in violation of any export control regulation of the United States and further agrees to indemnify and hold Seller harmless from any breach thereof. Seller shall not be obligated to export, transfer, or deliver any Product or related technical information to Buyer if prohibited by applicable law, or until appropriate authorization has been obtained. Seller shall not be liable for any expenses or damages resulting from failure to obtain the appropriate authorizations or attempting to comply with applicable law.

Intellectual Property

The sale of Product by Seller to Buyer does not convey any license (either expressly or by implication) to any of Seller’s intellectual property, or proprietary rights. Seller expressly reserves all patent, trademark, and proprietary rights.

Infringement Claims

Any liability of Seller to Buyer for infringement of any patent, trademark, mask work, copyright or other intellectual property by Product of Seller's design or pattern shall be limited to the price paid by Buyer to the Seller of Product that is the subject of any such claim. Buyer shall give Seller prompt written notice of any claim, suit or proceeding of infringement it receives relating to the Product and Seller shall have the right to defend and to settle any such claim, suit or proceeding.

适用法律

The Laws of the State of New York shall govern these Terms and Conditions of Sale. Each of the Buyer and Seller agree that any litigation or other means of dispute resolution related to the sale of Product shall be shall be sited in Albany or Rensselaer County in New York State, United States of America.

Miscellaneous

The invalidity or unenforceability, whether in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision herein. Failure or delay on the part of either party to exercise any right, power, privilege or remedy herein shall not constitute a waiver thereof. The section headings are for convenience only, and are not to be used in the construction or interpretation of this Agreement.