ACCEPTANCE OF ORDERS
All orders and offers and sales of UV LEDs (“Product”) by Crystal IS, Inc. (“Seller”) are expressly conditioned upon the acceptance by the individual or entity placing the order or making the purchase (“Buyer”). Any agreement consists exclusively of these Terms of Sale and Seller’s quotation for a particular product, quantity, and price (a “Quotation”), and may not be modified except by a writing signed by the Seller. In the event of a conflict between these Terms of Sale and a Quotation, then the terms of the Quotation shall control. Buyer has reviewed product information and literature related to the Product (“Product Information”). All items delivered under this Agreement shall be deemed as accepted unless Buyer notifies seller within ten (10) days of delivery.

PRICE
Unless otherwise agreed in writing, prices are in US dollars; EX-WORKS FOB, Seller’s facility, Green Island, NY. Any taxes, fees or other assessments or expenses shall be paid by the Buyer. All shipping and transportation charges will be paid directly by Buyer. In the event that Seller pays any such taxes, fees or assessments, then they shall be invoiced to the Buyer.

PAYMENT
Unless otherwise agreed in writing, the payment terms shall be Cash on Delivery (C.O.D.).

Seller may, at its sole option extend credit to the Buyer.  If Seller extends such credit then invoices will be issued upon shipment, and shall be due, in full, within thirty (30) days from the date of such invoice.

Unpaid amounts shall be subject to a charge of the lesser of one and one-half percent (1.5%) or the maximum rate allowed by law on any portion of Buyer's outstanding balance not paid within thirty days after the due date. Seller reserves the right to withdraw or modify the terms of any credit extended to Buyer. In the event of a default in payment of any amounts due to Seller, Buyer agrees to pay Seller’s attorney’s fees and expenses incurred by Seller in enforcing payment thereof.

DELIVERY AND AVAILABILITY
All delivery or shipment dates are on a reasonable effort basis only and Seller shall not be liable for any delay in delivery. Seller shall make good faith efforts to give Buyer notice of any delay in delivery (before or after the scheduled delivery date), advising of the new anticipated shipping or delivery date. Buyer shall accept shipment or delivery at the time provided in the notice. Buyer understands Product availability is a function of constantly changing market and manufacturing conditions, Seller cannot guarantee availability. At any time when Seller does not have sufficient capacity to fill all customer orders on a timely basis, Seller may at its sole discretion allocate production and delivery among Seller's customers.

CANCELLATION AND RESCHEDULING
If Seller cannot provide Product as ordered within ninety (90) days of the date that a Quotation is accepted Buyer may, in its sole discretion, cancel or reschedule purchase orders requesting standard devices. Seller will make good faith efforts to appraise Buyer of adjustments to delivery date and quantities available. 

LIMITED WARRANTY
Seller warrants Product is free from defects in materials and workmanship and that Product will meet or exceed Seller’s published specifications in effect on the date of shipment for a period of thirty (30) days, Provided that: 1) The Product is used in a manner that is consistent with Seller’s instructions, as outlined in Seller’s Product Information, in effect at the time of purchase, including but not limited to proper end use, testing, operation, environmental conditions and installation; 2) Product is not subjected to damage due to testing, accident, intentional or reckless damage, or abuse, or act or acts of God; 3) Buyer will return any Product that it wishes to return under this Limited Warranty to Seller, and will provide information regarding the conditions under which the Product failed or did not meet Seller’s published specifications; and 4) that commercially reasonable documentation of the use and treatment of the Product is maintained and provided to Seller. 

In addition to the foregoing, this warranty shall not apply to any defect or failure to perform resulting from misapplication, improper installation, improper operation, operation under inappropriate environmental conditions (including operation outside of any temperature range that is specified by the Seller) abuse or contamination, and Seller shall have no liability of any kind for failure related thereto.

Seller's sole obligation to Buyer shall be limited to replacing or repairing, at its option, any nonconforming Product that has been properly returned to Seller by Buyer within the warranty period.

The Seller will have no obligation to replace, repair or give credit for any Product that is employed in a device or which is used in a manner that Seller, in its sole discretion, determines is nonconforming.

Each of Buyer and Seller agree that in no event shall Seller be liable for any lost profits or any special, incidental, consequential or indirect damages, and that Seller’s aggregate liability in damages shall in no event exceed the amount received by Seller for Product as set forth in the Quotation in which any defective Product was included.  Buyer agrees that Seller will have no liability of any kind for failure of any equipment or other items into which Product is incorporated, and that Buyer will indemnify Seller for any and all claims against the Seller related to any use by Buyer, and/or any device into which Buyer incorporates Product.

Buyer understands that these terms comprise material elements of this agreement, and that they are fundamentally part of Seller’s willingness to provide Product to Buyer.

THE FOREGOING WARRANTY PROVISIONS ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

SAFETY AND END-USE
Buyer bears full responsibility for making its own determination as to the suitability of the purchased Product, recommendations or advice for its own particular use. Seller makes no warranty or guarantee, express or implied, as to results obtained in end-use, nor of any design incorporating Product, recommendation or advice. Buyer must identify and perform all tests and analyses necessary to assure that its finished application-incorporating Product will be safe and suitable for use under end-use conditions. Each user of devices assumes full responsibility to become educated in and to protect from harmful irradiation. The Seller specifically disclaims any and all liability for harm arising from Buyer's or subsequent user’s use of Product either in development or in end use.
Product provides ultraviolet light from a LED at specific light output levels. Buyer expressly acknowledges that, depending on wavelength and exposure time, light in this spectrum can have a harmful effect on, among other things, the eyes and skin of an unprotected individual, and must be used with caution. It is the Buyer’s responsibility to provide notice that UV light is present where the Product is in use. Buyer further agrees that it will notify all individuals when the Product is in use or being tested, and require all individuals to wear personal protective equipment including, but not limited to, long sleeve lab coats and gloves, and eye glasses or face shields, while in the presence of Product that is being used or tested. Buyer assumes full responsibility to become educated in and to protect from harmful irradiation, and agrees to indemnify Seller against all claims, suits, complaints or other disputes related to the presence of UV light that is alleged to originate with Product.

More information on Environmental Health and Safety recommendations can be found in our application note with this title. 

EXPORT CONTROL
Buyer acknowledges that the Product may be subject to export restrictions. Buyer agrees that it shall not sell Product in violation of any export control regulation of the United States and further agrees to indemnify and hold Seller harmless from any breach thereof. Seller shall not be obligated to export, transfer, or deliver any Product or related technical information to Buyer if prohibited by applicable law, or until appropriate authorization has been obtained. Seller shall not be liable for any expenses or damages resulting from failure to obtain the appropriate authorizations or attempting to comply with applicable law.

INTELLECTUAL PROPERTY
The sale of Product by Seller to Buyer does not convey any license (either expressly or by implication) to any of Seller’s intellectual property, or proprietary rights. Seller expressly reserves all patent, trademark, and proprietary rights.

INFRINGEMENT CLAIMS
Any liability of Seller to Buyer for infringement of any patent, trademark, mask work, copyright or other intellectual property by Product of Seller's design or pattern shall be limited to the price paid by Buyer to the Seller of Product that is the subject of any such claim. Buyer shall give Seller prompt written notice of any claim, suit or proceeding of infringement it receives relating to the Product and Seller shall have the right to defend and to settle any such claim, suit or proceeding.

APPLICABLE LAW
The Laws of the State of New York shall govern these Terms and Conditions of Sale. Each of the Buyer and Seller agree that any litigation or other means of dispute resolution related to the sale of Product shall be shall be sited in Albany or Rensselaer County in New York State, United States of America.

MISCELLANEOUS
The invalidity or unenforceability, whether in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision herein. Failure or delay on the part of either party to exercise any right, power, privilege or remedy herein shall not constitute a waiver thereof. The section headings are for convenience only, and are not to be used in the construction or interpretation of this Agreement.