Please read our Basic Terms & Conditions listed below carefully. If you have questions, please contact us using the form at the bottom of the page.
1. An order shall not be binding on Seller until approved by Seller at its home office, International Light Technologies, 10 Technology Drive, Peabody, MA 01960-7976, USA.
2. Prices stated on Seller’s quotation are firm for thirty (30) days from date of quotation for orders accepted within that period. Otherwise, prices are subject to change without notice and those in effect on date of shipment will apply for any portion of order not yet shipped. These prices do not include any bank charges, handling charges, taxes, import and/or duties imposed or levied by any government or subdivision thereof by reason of a sale, all of which shall be for the account of, and are assumed by the Buyer whether or not such shall be paid or be payable by the Seller. A handling charge of $7.00 can be modified without notice.
3. Net payment is due thirty (30) days from the date of shipment for credit qualifying customers. A charge of 1 ½% per month, or the maximum permitted by law, whichever is less, will be added to the unpaid balance on all invoicing not paid on or before the due date. In the event that the Buyer breaches this provision, is insolvent, or in Seller’s opinion is suffering any credit impairment, Seller reserves the right to demand immediate payment in full for all goods ordered and, until such payment is received, Seller may: refuse to manufacture additional goods ordered, withhold further shipments in whole or in part, and recall any goods in transit.
4. Prices stated are FOB Peabody, MA, USA (unless otherwise previously agreed in writing) and title and risk of loss to each article of goods sold hereunder shall pass to Buyer upon delivery at FOB point.
ADDENDUM WITH REFERENCE TO LIGHTING SALES
1. Seller’s total liability is limited to the cost of the product and does not include the cost of any other charges. Seller shall not be liable to or responsible for any consequential damages whatsoever, including but not limited to any damage or loss resulting from delay or default in delivery due to any cause. Buyer shall not have the right to cancel its purchase order because of any delay or default in delivery. Orders may not be canceled for work or shipment delayed by Buyer except with the consent, and upon the terms and conditions approved by Seller in writing. Such terms will include cancellation charge, payment in full for all work in progress, work finished, good identified to the order, and all other damages or losses incurred by Seller as a result of such cancellation or delay.
2. The remedies of the Buyer set forth herein are exclusive, and the liability of Seller with respect to any contract or sale, or anything done in connection therewith, whether in contract, in tort, under any warranty or otherwise, shall not except as expressly provided herein, exceed the price of the product or part on which such liability is based.
Buyer expressly acknowledges and agrees that it waives any and all claims for consequential damages and/or any damages under Massachusetts General Laws Chapter 93A. Seller’s only liability hereunder shall be, at is sole option, for replacement of defective goods at FOB point stated herein, or giving credit for such defective goods. Replacement or credit will be given only after Seller’s inspection of the goods and its agreement to the claimed substantially defective condition. All claims shall be deemed waived unless made in writing and delivered to Seller within sixty (60) days after receipt by Buyer. In no event will any claim be entertained (I) after goods have been cut or used by Buyer or (ii) based upon any failure or damage which cannot conclusively be proved to have proximately and solely resulted from a defect in material or workmanship. Any claims whatsoever will be deemed waived unless an action is initiated in the state or federal courts situated within the Commonwealth of Massachusetts within six (6) months from the date of receipt of goods by Buyer.
3. Buyer consents to jurisdiction in the state and in federal courts situated within the Commonwealth of Massachusetts. Buyer acknowledges and consents that the Commonwealth of Massachusetts is the exclusive forum for any claims asserted under or in connection with this agreement or the goods purchased hereunder.
4. The Seller will not accept return of goods unless authorized in a written “Authorization of Return Material” prior to return shipment, which shipment must be made in accordance with Seller’s instructions.
5. This contract shall be governed by and constructed according to the laws of the Commonwealth of Massachusetts, and it constitutes the entire agreement between all parties, all prior representations and understanding having been merged herein. It may not be modified or terminated except by a writing signed by a duly authorized representative of the Seller.
ADDENDUM WITH REFERENCE TO INSTRUMENTATION & CALIBRATION SALES
1. Unless otherwise specifically detailed, Seller warrants that all new products delivered by Seller to Buyer shall be free from defects in materials and workmanship for a period of twelve (12) months following date of delivery to Buyer or twelve (12) months following date of shipment by Seller, whichever is less. Seller warrants that all repairs and recalibrations delivered by Seller to Buyer shall be free from defects in materials and workmanship for a period of sixty days (60) days. Seller’s sole obligation in the event of a nonconformance of any Seller products to the foregoing limited warranty, the Buyer’s sole right and remedy with respect thereto, shall be the repair or replacement, in Seller’s sole discretion, of the nonconforming products by Seller at its expense with conforming products at FOB point set forth above against receipt and inspection of such nonconforming products by Seller at it’s principal address set forth above. The foregoing limited warranty shall not apply unless Buyer notifies Seller in writing of any nonconformance within the applicable time period set forth above, and does not apply to any nonconformance caused by or during shipment. The foregoing limited warranty is made solely to Buyer and not to any purchaser or other transferee from Buyer or any third party; provided, that the Buyer is an authorized distributor or reseller of Seller’s products, then Buyer may assign the foregoing limited warranty (subject to all of the restrictions, conditions, and limitations herein) to Buyer’s end-user purchaser. EXPECT FOR THE FOREGOING LIMITED WARRANTY, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE PRODUCTS COVERED HEREBY, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED AND STATUTORY WARRANTIES WITH RESPECT THERETO, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Seller does not warrant that the products will be free from errors in operation, will operate in the manner expected or intended by Buyer, or will suit Buyer’s requirements.
2. Seller’s total aggregate liability to Buyer for any and all claims and causes of action whatsoever is limited to the cost of the products actually paid by Buyer to Seller for the products covered hereby and does not include any related or unrelated costs, fees or charges, including, without limitation, shipping charges, taxes, duties and assessments. In no event shall Seller be liable to Buyer or to anyone claiming by or through Buyer for any consequential, incidental, special, indirect, exemplary or punitive damages (including, without limitation, damages in respect of lost revenue or profits), howsoever arising, whether or not foreseeable and even if Seller is made aware in advance of the possibility of such damages.
3. Buyer shall not have the right to cancel its purchase order because of any delay or default in delivery. Orders may not be cancelled nor work or shipment delayed by Buyer except with the consent of and upon the terms and conditions approved by Seller in writing. Such terms will include cancellation charge,
payment in full for all work in progress, work finished, products identified to the order, and all other damages or losses incurred by Seller as a result of such cancellation or delay.
4. The Seller will not accept return of products unless authorized in a written “Authorization of Return Material” prior to return shipment, which shipment must be made in accordance with Seller’s instructions.
5. This contract shall be governed by and interpreted according to the internal domestic laws of the Commonwealth of Massachusetts as applied between residents of such Commonwealth. Any action or proceeding instituted by Buyer against Seller arising out of or related to this contract, the transactions contemplated hereunder or the products covered hereby shall be brought only in the federal and/or state courts sited in the Commonwealth of Massachusetts. Buyer hereby consents to the personal jurisdiction of such courts, and to service of process on Buyer by delivery thereof to the Secretary of State of the Commonwealth of Massachusetts.
6. This contract contains the final and entire agreement of Buyer and Seller with respect to the sale of the products covered hereby and the other subject matter hereof, and supersedes any and all prior agreements, arrangements, understandings, undertakings, promises, representations, statements and communications, oral, written, graphic, pictorial or electronic, between or by any of them, with respect to such sale and/or other subject matter.
Form F-101 Rev C