Terms & Conditions
1. PRICE AND PAYMENT
All prices, unless stated otherwise herein, are EXW. Ex-works and are exclusive of any present or future federal, state, local or other taxes applicable to the sale of products listed herein. Any such taxes shall be added to the price and paid by PURCHASER unless PURCHASER provides GENERAL OPTICS with a valid exemption certificate acceptable to GENERAL OPTICS and the appropriate taxing authorities. All prices are subject to change without prior notice; however, prices shall be those contained in the appropriate GENERAL OPTICS Price List covering the products ordered and in effect on the “Ship Date” noted on the face of GENERAL OPTICS’ Sales Order. Orders calling for future delivery shall be billed at prices in effect on the shipping date.
The net amount of invoice shall be payable in full according payment terms described in the invoice. GENERAL OPTICS expects payment on or before the due date of each invoice and intends to take all necessary and feasible action to enforce prompt payment.
opinion PURCHASER’s financial condition does not justify
continuance of production or shipment on the terms of payment specified,
may require payments in advance. Failure of PURCHASER to pay any
invoice by its due date makes all subsequent invoices immediately
due and payable irrespective of terms and
may withhold subsequent deliveries until the full
account is settled.
order once placed with and accepted by GENERAL OPTICS (all orders are subject
to acceptance by GENERAL OPTICS’ headquarters) may be cancelled only with GENERAL
OPTICS’ consent and upon terms that will indemnify GENERAL OPTICS against loss.
3. TITLE AND RISK OF LOSS
and risk of loss to all products purchased shall pass to PURCHASER upon
delivery by GENERAL OPTICS to a common carrier, regardless of the freight terms
stated or method of payment of transportation charges.
4. SHIPMENT AND TRANSPORTATION CHARGES
OPTICS reserves the right to specify routing of shipments. GENERAL OPTICS shall
attempt to ship within the time specified in by GENERAL OPTICS’ Sales Order, if
indicated and, if not, then within a reasonable time; and PURCHASER
acknowledges that no claim may be made for delays in shipment where PURCHASER
accepts the products. Unless specified in GENERAL OPTICS’ Sales Order, freight
charges shall be prepaid and billed.
sold by GENERAL OPTICS are reasonable only in accordance with the warranty
provisions hereof. Before returning any product, PURCHASER must obtain GENERAL
OPTICS’ written material authorization and instructions.
6. LIMITED WARRANTY.
All statements, technical information and recommendations concerning products sold or samples provided by GENERAL OPTICS are based upon tests believed to be reliable but do not constitute a guarantee or warranty.
All products are sold and samples of products provided with the understanding that PURCHASER has independently determined the suitability of such products for its purposes. GENERAL OPTICS warrants the products to be free from defects in material and workmanship. Should any failure to conform to this warranty appear within one year* after the initial date of shipment, GENERAL OPTICS shall, upon notification thereof and substantiation that the products have been stored and applied in accordance with GENERAL OPTICS’ standards, correct such defects by suitable repair or replacement of the products without charge at GENERAL OPTICS’ plant or at the location of the products (at GENERAL OPTICS’ election); provided, however, that if GENERAL OPTICS determines that repair or replacement is not commercially practical, GENERAL OPTICS shall issue a credit in favor of PURCHASER in an amount not to exceed the purchase price of the defective products.
THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANT-ABILITY, FITNESS FOR A PARTICULAR USE AND/OR NON-INFRINGEMENT. NO WAIVER, ALTERATION, ADDITIONS OR MODIFICATIONS OF THE FOREGOING CONDITIONS SHALL BE VALID UNLESS MADE IN WRITING AND MANUALLY SIGNED BY AN OFFICER OF GENERAL OPTICS’.
Or the time period stated on the specific product specification sheet, if any,
and if not then on the specific information literature in effect at time of
7. LIMITATION OF LIABILITY
NO EVENT SHALL GENERAL OPTICS BE LIABLE FORANY INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF USE OR
PRODUCTION OR LOSS OF CAPITAL. THE REMEDIES OF PURCHASER SET FORTH HEREIN ARE
EXCLUSIVE AND THE TOTAL LIABILITYOF GENERAL OPTICS WITH RESPECT TO ANY
CONTRACT, OR ANYTHING DONE IN CONNECTION THEREWITH SUCH AS THE PERFORMANCE OR
BREACH HEREOF, OR FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION OR
USE OF ANY PRODUCTS WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT TORT, OR
UNDER ANY WARRANTY, OR OTHERWISE SHALL NOT EXCEED THE PURCHASE PRICE OF THE
PRODUCTS UPON WHICH LIABILITY IS BASED.
assignment of this agreement or of any rights hereunder or hypothecation
thereof in any manner, in whole or in part, without the prior written consent
of GENERAL OPTICS shall be void.
by GENERAL OPTICS to insist upon strict performance of any of the terms
or conditions hereof, failure or delay to exercise any rights or remedies
provided herein or by law or to properly notify PURCHASER in the event of
breach, or the acceptance of payment for any products hereunder, shall not be deemed
a waiver of any right of GENERAL OPTICS to insist upon strict
performance hereof or any of its rights or remedies or as to any prior to
subsequent default hereunder, nor shall any termination of this agreement
operate as a waiver of any of the terms hereof.
10. FORCE MAJEURE
OPTICS shall not be liable for any loss, damage, delays, changes in
shipment schedules or failure to deliver caused by accident, fire, strike,
riot, civil commotion, insurrection, war, the elements, embargo, failure of carrier,
inability to obtain transportation facilities, government requirements, acts of
God or public enemy, prior orders from others or limitations on GENERAL OPTICS
or its suppliers’ products or marketing activities or any other cause or
contingency beyond GENERAL OPTICS’ control.
11. CHOICE OF LAW
agreement shall be governed by and construed in accordance with the laws of the
State of Florida.
12. ENTIRE AGREEMENT
These terms and conditions embody the entire agreement and understanding between the parties, are intended as a complete and exclusive statement of the terms of agreement regarding the products set forth on GENERAL OPTICS’ Sales Order between the parties, and supersede any prior or collateral agreement or understanding between the parties relating to the subject matter hereof. PURCHASER acknowledges that GENERAL OPTICS has not made any representation to PURCHASER other than those which are specifically referred to or contained herein. Each paragraph and provision hereof is severable and if any provision is held invalid or unenforceable, the remaining provisions shall nevertheless remain in full force and effect.