Terms and Conditions of Sale
1. ACCEPTANCE: Acceptance of Buyer’s order is limited to the terms and conditions stated herein. Any additions, deletions or differences in the terms offered by Buyer will not be binding upon Optical Perspectives Group, LLC (hereafter OPG) unless specifically agreed to in writing. OPG accepts purchase orders by mail or email.
2. ORDER CONFIRMATION: Formal Order Confirmation will be sent from OPG to buyer upon receipt of 1) Purchase Order (PO) that accurately reflects all items and part numbers to be shipped, 2) all technical information required to finalize design and begin fabrication, 3) mutual agreement to terms of sale. Shipping lead time begins on date of signed OPG Order Confirmation.
3.TAXES AND DUTIES: Unless separately stated, all prices will be quoted, orders accepted, and invoices rendered exclusive of all federal, state and municipal taxes. OPG will not report, collect, or pay any tax which may be imposed on Buyer and Buyer shall report and pay all taxes so imposed.
4. METHOD OF SHIPMENT: Unless separately stated, OPG prices do not include shipping costs. OPG shall package, mark, and ship all goods and supplies in accordance with the requirements of the order and shall, in the absence of written agreement, secure at its discretion, the most advantageous service and rates consistent with the order. Shipments are generally via FedEx for expediency and traceability.
5. PAYMENT METHODS AND TERMS: Payment shall be in United States dollars. OPG will accept checks drawn on banks located in the United States of America, credit card via the OPG website, and payment by bank wire transfer.
Payment terms of Net 30 after date of OPG’s invoice. Failure to pay invoices at maturity date may, at OPG’s option, cause OPG to suspend all subsequent deliveries until overdue account is settled. In the event payment is not made as required by this term, OPG may require, and Buyer agrees to pay OPG a finance charge at the maximum rate permissible by law not to exceed 1-1/2 percent per month on the unpaid balance of Buyer’s account from date of OPG’s invoice.
6. TITLE: Title to all goods shall pass to Buyer upon shipment. In the case of a lease of goods, title shall pass to Buyer on receipt by OPG of the last lease payment.
7. CHANGES: All changes to Buyer’s purchase order must be agreed to in writing by OPG prior to the effectivity of such changes.
8. ACCEPTANCE: Acceptance of goods supplied under this order shall occur within thirty (30) days after delivery to Buyer. Failure to inspect and reject nonconforming items shall be deemed acceptance by Buyer with full responsibility for payment.
9. RETURNS: All returns must be made within 30 days of the original date of shipment, the products in good condition, with all shipping costs prepaid. A 20 percent restocking charge applies to any catalog product accepted by OPG for return to stock. Custom or specially designed products and renewal of software support and upgrade subscriptions are generally not returnable.
10. WARRANTY: OPG warrants for a period of (1) year from date of shipment, unless a different period is specified and agreed to, that all items furnished hereunder will be free from defects in material and workmanship and will conform to specifications, drawings and/or other descriptions expressly made a part of this order.
Should any failure of the goods to conform to this warranty appear within one (1) year, upon notification thereof and substantiation that the goods have been properly shipped, stored and maintained, and upon return of such goods, OPG will, at OPG’s option, repair or replace such goods free of charge or issue credit in lieu of such repair or replacement.
THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY IMPLIED WARRANTY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER. EXPRESSED OR IMPLIED EXCEPT THE WARRANTY OF TITLE AND AGAINST PATENT INFRINGEMENT.
11. LIMITATION OF LIABILITY: OPG SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR SPECIAL OR CONSEQUENTIAL. DAMAGES SUCH AS, BUT NOT LIMITED TO, DAMAGE OR LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, COST OF CAPITAL, COST OF PURCHASED OR REPLACEMENT GOODS, OR CLAIMS OF CUSTOMERS TO THE BUYER. THE REMEDIES OF THE BUYER SET FORTH HEREIN ARE EXCLUSIVE, AND THE LIABILITY OF OPG WITH RESPECT TO ANY CONTRACT, OR ANYTHING DONE IN CONNECTION THEREWITH SUCH AS THE PERFORMANCE OR BREACH THEREOF, OR FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION OR USE OF ANY GOODS COVERED BY OR FURNISHED UNDER THIS CONTRACT WHETHER ARISING OUT OF CONTRACT, NEGLIGANCE, STRICT TORT, OR ANY WARRANTY OR OTHERWISE, SHALL NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, EXCEED THE PRICE OF THE GOODS UPON WHICH SUCH LIABILITY IS BASED.
12. CONFIDENTIALITY: Technical information given to the Buyer and information furnished to or made available to the Buyer and OPG are for the Buyer’s use in connection with the design and manufacture of the products and are to be kept confidential by both Buyer and OPG.
13. OWNERSHIP OF INFORMATION AND IMPROVEMENTS: All software tools, algorithms and source codes of the contract deliverables remain the property of OPG. OPG does not convey, through the sale of products or goods under this contract, any license, expressed or implied, to patent rights, copyrights, trade names or trademarks.
14. CURE: OPG shall have the right to cure any default, nonconforming goods or services or delivery hereunder within thirty {30) days of receipt by OPG of written notice from Buyer specifying the default or nonconformity.
15. ATTORNEY’S FEES: If any legal action is necessary to enforce the terms of this agreement, the prevailing party shall be entitled to reasonable attorney fees in addition to any other relief.
16. GOVERNMENT CONTRACTS: If Buyer’s purchase order is identified in
writing as made for use under a Government Contract, only those FAR and DOD FAR Supplement Clauses, required under mandatory flowdown requirements, shall be incorporated herein by reference. Such terms and conditions, required by Federal Law, shall have precedence over the terms and conditions stated herein.
17. WAIVER: OPG’s forbearance to insist upon strict performance of any provision of this agreement shall not be considered a waiver of OPG’s rights or remedies.
18. FORCE MAJEURE: OPG shall not be responsible for any failure of performance or failure to make delivery of all or any part of the merchandise purchased under this Agreement due to federal, state, or municipal action, statute, ordinance, or regulation; strike or other labor trouble; fire damage to or destruction in whole or in part of mercha1ndise or manufacturing plant; lack of or inability to obtain raw materials, labor, fuel, electrical power, water, or supplies; or any other cause, act of God, contingency, or circumstance within or outside the United States not subject to its control which prevent or hinder the manufacture or delivery of the merchandise.
19. APPLICABLE LAW: This agreement shall be construed and enforced in accordance with the laws of the State of Arizona.
20. SUBJECT TO CHANGE: OPG Terms and Conditions are subject to change prospectively without notice.