Sun Innovations, Inc.
43241 Osgood Road, Fremont, CA-94539 USA
P: +1 (510) 651-1329
www.sun-innovations.com
TERMS AND CONDITIONS OF PURCHASE
THESE TERMS AND CONDITIONS ARE FOR SUN INNOVATIONS’ TRANSPARENT DISPLAY PRODUCTS: MEDIAGLASS-MONO HD AND FULL COLOR HD, BLACK EMISSIVE TECHNOLOGY, HEAD-UP DISPLAY- LASER DLP HUD AND LASER SCANNING FW-HUD, TRANSPLAY LINEART SYSTEM, EMISSIVE PROJECTION FILMS AND OTHER SUN INNOVATIONS’S TRANSPARENT DISPLAY PRODUCTS, TECHNOLOGIES, PARTS, ACCESSROIES, MATERIALS AND SCREENS.
Sun Innovations, Inc. does not represent or warrant that the “Terms and Conditions of Sale” hereby set forth will always be correct, accurate, timely or otherwise reliable. We reserve the right to make changes to any terms and conditions without any prior notice.
1. THE COMPANY: The term “Sun Innovations, Inc.” is hereinafter referred to as the “Company” or “we” or “us” or “our” or “Seller” and the term “Buyer” or “you” or” your” are hereinafter referred as the client purchasing from Sun Innovations, Inc.
2. CONFLICTING OR MODIFYING TERMS: No modification of, additions to or conflicting provisions to these terms and conditions of sell and shipment, whether oral or written, incorporated into Buyer’s order or other communications are binding upon the Company unless specifically agreed to by the Company in writing and signed by an officer of the Company. Failure of the Company to object to such additions, conflicts or modifications shall not be construed as a waiver of these terms and conditions nor an acceptance of any such provisions.
3. GOVERNING LAW: This contract shall be governed by and construed according to the laws of the State of California. The parties agree that any and all legal proceedings pursuant to this contract shall take place under the jurisdiction of the courts of the State of California in the judicial district of Alameda County.
4. PENALTY CLAUSES: Penalty clauses of any kind contained in orders, agreements or any other type of communication are not binding on the Company unless agreed to by an officer of the Company in writing.
5. WARRANTY: We warrant our products to be free of defects in material and workmanship for one year from date of original shipment. During the warranty period the Company will repair or replace defective products free of charge if such products are returned with all shipping charges prepaid and if, upon examination, the product is shown to be defective. This warranty shall not apply to products damaged by abuse, neglect, accident, modification, alteration or mis-use. Normal wear is not warranted. All repairs and replacements under the provisions of this warranty shall be made at Sun Innovations, Inc. or at an authorized repair facility. The Company shall not be liable for expenses incurred to repair or replace defective products at any other location or by unauthorized persons or agents. This warranty contains all of the obligations and warranties of the Company. There are no other warranties, either expressed or implied. No warranty is given regarding merchantability or suitability for any particular purpose. The Company shall not be liable in either equity or law for consequential damages, losses or expenses incurred by use of or inability to use its products or for claims arising from same. No warranty is given for products of other manufacturers even though the Company may provide these products with its own or by themselves. The provisions of this warranty can not be changed in any way by any agent or employee of the Company. Notice of defects must be received within the warranty period or the warranty is void.
6. PAYMENTS: All orders are processed as “Prepayment”. If the prepayment is made with a Bank/Wire transfer than an additional charge of incoming wire transfer fee of $20 must be paid. Buyers must also pay their share of wire transfer fees. Wire transfer instructions will be provided once Purchase Order is placed. Wire transfer proof copy must be communicated to the seller. We also accept prepayments via US Dollar Company check with no additional fees. If the prepayment is made using credit card there will be no credit card fees for order below $500. 3%-5% credit card processing fees will be charges for all orders above $500. Some exception may be considered at Sun Innovations’ discretion and net payment terms may be negotiated based on customer’s past sales orders with us, aging accounts receivable, customer’s bank, trade and references (credit and financial) check. You agree that we reserve the sole right to decide on the terms of payment and have the right to change any fees, terms and charges at any time. Most of our amounts past due are subject to a service charge of 1.5% per month or portion thereof or 18% per annum. The Company reserves the right to submit any unpaid late invoices to a third party for collection and Buyer shall pay all reasonable costs including but not limited to debt collection expenses, legal and other labor charges to settle such collection in addition to the invoice amount. All quoted prices and payments shall be in U.S. Dollars. If the Company judges that the financial condition or payment practice of the Buyer does not justify shipment under the standard terms or the terms originally specified, the Company may require full or partial payment in advance or upon delivery. The Company reserves the right to make collection on any terms approved in writing by the Company’s Finance Department. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. If the work covered by the purchase order is delayed by the Buyer, upon demand by Company payments shall be made on the purchase price based upon percentage of completion. Payment should be made out to Sun Innovations, Inc. and reference the Order Number or the Invoice Number. All international Buyers will be required to pay custom, duties, taxes, labor charges, special handling fees, wire transfer and any applicable international trade fees in addition to the Invoice amount in full.
7. TAXES: Any use tax, excise tax, VAT, duty, customs, inspection or testing fee, or any other tax, fee or charge of any nature whatever imposed by any governmental authority, on or measured by the transaction collected by the related authority must be paid by the buyer in addition to the prices quoted or invoiced. All applicable local, city and state taxes are your sole responsibility and you agree to pay these taxes. All buyers purchasing within the State of California, USA will be charged the California State Sales Tax via the sellers invoice. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
8. RETURNS: Immediately upon Buyer’s receipt of any goods shipped hereunder, Buyer shall inspect and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the goods for Seller’s written instructions concerning disposition. If Buyer shall fail to so notify Seller within 72 hours after Buyer has received the goods, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer. All sales of products or services by Sun Innovations, Inc. are final, non-cancelable and non-refundable. Written authorization must be obtained from the Company before returning any material for which the Buyer expects replacement, exchange, or repairs under the Warranty. Return goods can only be returned with Seller’s approval with strict compliance to Seller’s return shipment instructions. All returns for replacement, exchange or repairs must be made within 30 days of the purchase and should be returned in the exact form when shipped along with original packaging. Product(s) that have been opened or used will not be accepted for return. All return item(s) must obtain a pre-approved RMA number by us. All return made after 30 days, not in original packing and/or condition and with no proper approved RMA number will be refused. If qualified for return, buyer is responsible to arrange and pay for return shipping and handling and any other charges if applicable including insurance and customs. Buyer shall reimburse Company for costs incurred for any item on order with the Company which is cancelled by the Buyer. Non-standard material or other material provided specially to the Buyer’s specification shall not be returnable for any reason. All material returned, for whatever reason, shall be sent with all freight charges prepaid by the Buyer.
9: CANCELLATIONS: Your order is generally shipped as per the time requirement specified on our Invoice with other lead time if any. Your order cannot be cancelled once we start the process of preparing and procuring the product after receiving your order. We don’t guarantee the date of shipping and receiving of the item. Non-availability of items, even when reserved, shall be deemed to not be our fault. Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Seller’s reasonable control, including, without limitation, unsuccessful production, act of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Seller’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.
10. SHIPPING METHOD AND CHARGES: All prices quoted are “Ex Works”. The Company shall select the freight carrier, method and routing. Shipping charges are prepaid and added to the invoice of Buyers, however the Company reserves the right to ship freight-collect if it prefers. Shipping charges will include a charge for packaging and Insurance. Company will pay standard ground freight charges for items being returned to Buyer which are repaired or replaced under the Warranty. Certain handing fees may be added to the product price if extensive time is required to overcome the specific labeling and packaging requirements or due to new regulations imposed by the Government.
11. CONDITION AND OWNERSHIP OF EQUIPMENT: Buyer shall keep products in good repair and shall be responsible for same until the full purchase price has been paid. Products sold are to remain the property of the Company until full payment of the purchase price is made.
12. LIABILITY: It is the sole and exclusive responsibility of Buyer to determine the suitability of any and all products for the Buyer’s use. There ARE NO EXPRESS OR IMPLIED WARRANTIES OF SELLER WHICH EXTEND BEYOND THE DESCRIPTION OF THE PRODUCTS ON THE FACE HEREOF. THIS EXCLUSION MEANS THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY AND NO IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE. THIS EXCLUSION ALSO MEANS THAT SELLER GRANTS NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, AND NONE SHALL ARISE OUT OF ANY SALE UNDER THIS AGREEMENT OR OUT OF EITHER PARTY’S CONDUCT. Liability of Seller under or in connection with any sale of products shall be limited, at the sole option of Seller, to one of repair of, replacement of, or a refund of the purchase price of any products or parts. IN NO EVENT SHALL SELLER BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE PRODUCTS OR ANY SALE. SELLER MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY SELLER OR SELLER’S PERSONNEL. ANY SUGGESTIONS BY SELLER REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SELLER. YOU AGREE THAT THE SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, HARM AND/OR ACIDENT RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY AND DEATH AS WELL AS PROPERTY DAMAGE. All claims must be brought within one (1) year of shipment, regardless of their nature. You agree to indemnify and hold us harmless from any claims, charges or costs arising from your possession or use of our product(s) or any related activities. Sun Innovations, Inc. and their officers, shareholders, directors, employees, agents and vendor will not be held liable for any kind of above mentioned loss, direct or indirect damages including, but not limited to, business interruptions, injury, loss of any kind, damages of any kind resulting in anyway from any errors or omission from the site or any services or product, warranties of quality and merchantability, accuracy, fitness to an particular purpose, regardless of advance notices and the aggregate liability shall not exceed USD $100.00 and that amount shall be in lieu of all other remedies against us or affiliated party. It is the buyer’s sole responsibility to review and observe all the terms and condition stated hereby carefully prior to operating our product to make an informed decision
13: INTELLECTUAL PROPERTY TRESPASSING: We do not warrant that the products purchased or used from us will not infringe on the claims of any existing U.S. or Foreign Patents, copyright, trademark and other proprietary rights. No product or information that can be purchased from us is intended as a recommendation for using any material in infringement of a patent. Sun Innovations, Inc. films and all display products are protected by Company’s patents. Buyer(s) agrees to honor our patents. Buyer(s) is strictly prohibited from conducting in-depth analysis, reverse engineering and/or file patent in US and International based on our technologies which infringe our intellectual properties. Under no circumstances Buyer(s) will copy and/or disassemble our product(s) without prior written consent from us.
The person(s) signing this hereby agrees to observe and be bound by the terms and conditions stated above. This document will be as effective in photocopy, fax form or on issuing a Purchase Order to Sun Innovations, Inc. as in the original. The undersigned warrants that they have full authority to sign this agreement and obligate the entity hereunder. Please mail or fax us back an executed copy at (510) 651-1321 (Attn: Sales Operations Dept.) or email a scanned copy to sales@sun-innovations.com.
Authorized written signature:
__________________________________________________
Printed Name: ______________________________________
Date: _____________________________________________
Company Name: ____________________________________
Title: _____________________________________________