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Sales Terms & Conditions:
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Customer’s compliance with terms and conditions: The terms and conditions stated here are relevant to requests for sales quotes, placements of orders, or the acceptance of goods by the customer – in short, all business correspondence between RayShine Photonics Corporation and the customer. Any correspondence shall be deemed an acceptance of the terms stated here in their entirety. RSP is not obliged to accept any terms or additional terms proposed by the customer that are inconsistent with the ones stated here. Such proposed terms will only be incorporated into the agreement on RSP’s volition and upon acceptance of these terms in writing. RSP’s lack of objection to these customer proposed terms will not indicate our agreement to these terms; neither does following through with the customer order/shipment of products. No action taken by RSP shall be considered a course of performance/dealing, or a compromise of any of the terms and conditions stated here. The terms and conditions stated here are applicable to all purchases of services and products by the customer, and RSP’s willingness to conduct business dealings with the customer is based on the condition that the customer agrees to the terms and conditions stated here in their entirety. |
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| Cancellation charges: The customer agrees to pay RSP a cancellation charge if the customer cancels any order or portion thereof before the scheduled shipment date. This charge will be a percentage of the net price of the canceled order or a portion thereof. These charges vary according to the amount of time prior to the scheduled shipment date that a customer cancels an order: 1) for cancellations occurring more than 45 days prior to the scheduled shipment date, the customer shall pay a 2% cancellation charge; 2) for cancellations that occur at least 31 days before the scheduled shipment date but not more than 45 days, the buyer shall pay a 10% cancellation charge; 3) for all cancellations within 30 days or less of the scheduled shipment date, the customer shall pay a 15% cancellation charge. In addition to the foregoing cancellation charges, the customer will also compensate RSP for any other charges incurred as a result of the cancellation. Concerning this, the customer understands that: 1) the prices of our products and services are based on RSP’s purchasing of its materials at bulk discounts; 2) Financial and other commitments may be made between RSP and its vendors based on the amounts of materials ordered; and 3) RSP may be subject to penalties of the amounts of these orders are not met. Therefore, if the customer cancels any portion of its order before completion, the customer agrees to purchase the balance of any remaining materials at RSP’s cost plus 15%. The customer also agrees to reimburse RSP for any cancellation charges imposed on RSP by any of our vendors for the cancellation/modification of the orders we placed with them. If the total quantity of materials supplied to date of customer cancellation is below the minimum amount required for the discounted bulk price, then prices will be adjusted retroactively and the customer shall pay the net difference of the cost. Customers may not cancel orders after shipment by RSP. |
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Customized product orders: All customized product orders are non-cancelable, non-returnable, and non-refundable. Customized products are products that meet any or all of the following descriptions: products ordered specially for the customer; products in which the customer had influence in the production outcome/designed to customer specifications; and products that are branded by the customer name or logo. In the event of customer cancellation of such customized product orders, the customer agrees to pay for the cost of materials and labor in full. |
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Return Policy: Refer to RSP’s RMA policy stated on our RMA form. |
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| Shipment and Delivery: All deliveries are EXW RSP’s production facility. All freight/shipping, insurance, and other charges involved in delivery of products shall be paid by the customer. RSP will select the shipment carrier and unless otherwise instructed by the customer. RSP strives to deliver products on or before the scheduled shipping dates. However, these shipping dates are estimates only, and RSP shall not be liable for any loss or expense (consequential or otherwise) incurred by the customer as a result of a delay in delivery due to factors beyond RSP’s control. RSP also reserves the right to ship products in installments. Please call our facility at +886-4-2531-8822 or email sales@rayshine.com.tw for the most up to date shipping information. |
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Inspection and Returns: The customer shall inspect all products upon arrival at destination and has the right to reject any materials which fail in being consistent with RSP’s product standards or customer product specifications. However, RSP shall not be responsible for defects arising from mishandling during shipping – it is the option of the customer to insure the shipment of their products, and RSP is responsible for proper packaging. The customer must inform RSP of defects in materials (only arising from poor workmanship) within 15 days of receipt. RSP reserves the right to request visual evidence (in the form of pictures, etc.) of these defects before starting the RMA procedure. Subsequently, the customer has to fill out the RMA form and email/fax it to RSP within 15 days. After 15 days, all materials shipped will be deemed to have been accepted. RSP will issue the customer a RMA number shortly after receipt of the RMA form, and this number has to be written on all packages that arrive at RSP that are a part of the order. RSP is in no way responsible for the safe shipment of the materials back to the RSP production facility – it is the customer’s responsibility to use sturdy packaging or to insure the shipment of the materials. RSP shall replace, repair, or credit the customer the invoice price of all approved rejected goods as well as credit the customer for shipping charges incurred no later than 30 days after receipt of the rejected goods. RSP reserves the right to change its statement of approval of the rejected goods on its discretion upon arrival and inspection of the rejected goods. In this event, the customer is responsible for all shipping charges. In Addition, Buyer shall be charged a standard restocking fee equal to 25% of the net invoice price for any non-defective goods that are returned to RSP, other than custom designed products. Under no circumstances shall RSP accept returns of non-defective custom designed products. |
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Payment: The terms of payment are irrevocable letter of credit or cash in advance unless otherwise agreed to by RSP in writing. RSP may change the amount of credit, terms of payment, or withdraw credit at any time. The customer shall make payment for goods whether or not the shipped products have undergone inspection or usage. RSP reserves the right to charge interest at the maximum rate permitted by applicable laws on invoice amounts that are not paid when due. The customer may also be required to pay all costs incurred by RSP in collecting past due invoice amounts (collection agency, attorneys’ fees, etc.) RSP may terminate sales/modification procedures on any of the customer’s orders in the event of nonpayment of any amount to RSP when it is due. |
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| Taxes: Buyer shall pay all applicable federal, state, municipal and other taxes (such as sales, use, value added, or similar taxes) and similar charges; and all personal property taxes assessable on the materials after delivery to the carrier at RSP’s designated site. Unless Buyer provided Buyer’s resale permit or certificate number and a signed resale certificate with its order, Buyer will be invoiced for the appropriate sales taxes. |
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Security Interest: RSP is hereby granted a money security interest in the goods until full payment of purchase price is received by RSP. It is the customer’s responsibility to do everything necessary to assure RSP’s retention of the security interest. In the event that the customer fails to make payment for the purchase price of the goods when due, RSP has the right to take exclusive possession of and remove all goods wherever found without undergoing legal processes. The customer shall also compensate RSP for all costs incurred in removal, repossession, and collection, as well as attorneys’ fees. |
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Termination: RSP shall, notwithstanding anything contained in this agreement to the contrary, on its sole discretion and with or without cause, have the right to suspend or terminate this agreement (including all outstanding orders) 10 days prior to sending a written notice to the customer. Either party has the right to terminate this agreement in the event that the other party is insolvent or has made assignment by operation of law or other means or any of its rights hereunder for the benefit of creditors. RSP reserves the right to terminate this agreement upon notifying the customer in the event that the customer fails to adhere to the terms and conditions stated here. RSP shall have no further obligation or liability to the customer in the event of suspension or termination of this agreement. |
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Limitation of Liability: RSP shall be in no way liable for loss of use (of relevant products), interruption of business, lost profits, lost data or any consequential, indirect, or incidental damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise – even if the possibility of such damages had been previously forewarned. In no event shall RSP’s total liability to the customer for damages of any kind exceed the price of the goods that resulted in the claim. |
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| Customer Property: All customer property – including, but not limited to: raw materials, designs, tools, patterns, drawings, information or equipment used in the manufacture of relevant products, is received, stored and returned at the customer’s own risk. RSP is in no way responsible loss or damage to customer property due to fire, theft or other causes while in RSP’s possession. Goods and all related customer property that are inactive for a period of 12 consecutive months shall be discarded or returned to the customer upon request. |
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1. Force Majeure: RSP shall not be liable for failure to carry through with sales or delivery, or for delays in sales or delivery due to factors beyond our scope of reasonable control, such as acts of God, acts of the customer, acts of civil or military authority, governmental priorities, labor or other strikes, floods, epidemics, war, riot, or delays in transportation. RSP also shall not be liable for its inability to obtain the required materials, components, services, or facilities due to causes beyond our reasonable control. In the event of such delays, the date of delivery or sales procedure shall be extended for a period equal to the time lost due to the delay. All other applicable statutory provisions are supplanted by the preceding terms and conditions.
2. Proprietary Information: “Proprietary Information”, whether or not patented or patentable, includes all technology, concepts, equipment, techniques, know-how, processes, information, trade secrets, inventions, molds, tooling, and other materials embodied in or related to our products and services (with regards to demo units, etc.). RSP has the exclusive right, title, and interest in and to all Proprietary Information made or acquired by us in our business, whether or not paid for by the customer in connection with the price of the goods or otherwise. The customer shall not copy, reproduce, transfer, assign, sublicense, loan, disclose or otherwise make available any Proprietary Information to any person or other entity without the prior written consent of RSP to the specific act. Any and all Proprietary Information which RSP may provide to the customer shall be in the customer’s possession only under a restrictive non-transferable, non-exclusive license, under which the customer may use this Proprietary Information solely for the purposes of installation, usage, servicing, and repairing the products or services purchased.
3. Patent Infringement Indemnification: The customer agrees to indemnify RSP (and any affiliated company thereof) and hold it harmless against losses, damages, costs, and expenses (including attorneys’ fees) for the possible infringement of patent rights of any materials or design specifications that it provides to RSP for use in the sales/modification process – in the event that other persons or parties assert their patent rights.
- Miscellaneous
- Assignment
RSP reserves the right to reject the rights asserted by the customer, assigned in whole or in part by the operation of the law, in the absence of the prior written consent of RSP. In the absence of such consent, all attempted assignments of duties, obligations, or rights shall be void. |
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| No waiver: The failure, on any occasion, by either party, to enforce the terms of this agreement does not imply that these same terms will not be enforced on any other occasion. |
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| Governing law: This agreement was composed, and will be construed and interpreted, according to the laws of the State of California, regardless of the principles of conflicts of law. In the event that legal action is taken by either party to enforce the terms of this agreement due to a breach in the terms by the other party, the prevailing party is entitled to claim compensation from the other party for all related costs incurred by such legal action (including attorneys’ fees). |
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| Time limit for bringing cause of action: No action of any form arising out of this agreement may be brought by either party more than 1 year after the cause of action has occurred – or, in the case of an action for nonpayment, more than 2 years from the date the last payment was due. |
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Further assurances: Every party to this agreement agrees to carry out, execute, or deliver the acts and instruments the other party may request in accordance to the terms and conditions of this agreement. |
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| Entire agreement: The entire understanding between the customer and RSP is constituted in this agreement and all its subjects. Any representation, promise, course of dealing or trade usage not contained within these stated terms will not be binding. Unless assented to by RSP in writing, no modification, amendment, rescission, waiver or other change of this agreement or any part thereof shall be binding on RSP. |
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