General Terms & Conditions

All sales made by Infrared Optics Supply (“Seller”) to the Buyer (“Buyer”) are expressly conditioned on Buyer’s acceptance of the following terms and conditions. Seller will not be bound by any terms of Buyer’s Purchase Order or other acknowledgement form that are inconsistent with the terms herein. These terms and conditions may only be amended or waived in writing signed by an authorized representative of Seller. Neither Seller’s commencement or performance nor delivery shall be deemed or construed as acceptance of Buyer’s additional or different terms and conditions.

Order and Order Acceptance

All orders for Products shall be made by written purchase order sent to Seller, or by fax, email, or via the web. All purchase orders shall reference these terms and conditions. No purchase order shall be binding upon Seller until accepted in writing by Seller, and Seller shall have no liability to Buyer with respect to purchase orders that are not accepted. Buyer shall submit purchase orders to Seller in accordance with Seller’s lead times then in effect. Once Seller accepts a purchase order, a Sales Order will be issued.

Requests for Quotes can be sent to Seller by fax, email, or via the web. Seller will issue quotes in writing to Buyer based on current pricing and availability. Quotes are not binding upon the Seller.

Pricing

All quoted pricing is valid for 60 days from issuance of quote. If the shipment date of the products is not within 90 days of the date of the Sales Order, all prices set forth herein are subject to adjustment by Seller in accordance with its pricing policies in effect at the time of shipment. The price on the website or in the current catalog supersedes any previous website or catalog pricing. To the extent the price on the website differs from catalog pricing, the price on the website shall prevail. All prices are subject to change without notice.

Sales and Similar Taxes

Quoted pricing does not include any federal, state or local taxes, assessments or duties. Buyer shall promptly pay the amount of any present or future sales, use, or other similar tax (and all applicable interest or penalties) applicable to the sale of the Products hereunder, whether such amount is specified in the Sales Order, subsequently determined or recalculated. In lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.

Payment Terms

Unless otherwise specified by Seller, payment terms are Net 30 days, 1% discount if paid within 10 days of the date of the invoice. Buyer will pay Seller’s reasonable attorneys’ fees incurred in collecting past due amounts owed. Any dispute arising out of or related to the Sales Order shall be brought exclusively in the courts of the State of New Jersey, and New Jersey law should govern the sales transaction. Any balances which are unpaid after thirty (30) days are subject to a one and a half percent (1.5%) interest charge per month, or the maximum amount permissible by law, whichever is greater.

Cancellation

After acceptance by the Seller, the Buyer’s order is not subject to cancellation, change, reduction in amounts, or suspension or delay of shipment, except with the Seller’s written consent. Cancelled orders consented to by the Seller are subject to cancellation charges, based upon all expenses incurred by the Seller up to the time of cancellation. This includes excess inventory of stock items that have been specifically allocated to the Buyer and exceed normal Seller inventory levels for a period. Seller may cancel the order in the following cases: the Seller’s costs have exceeded selling price to Buyer; the Seller is unable to provide product due to factors beyond the Seller’s control.

If shipments are delayed by Buyer, payment shall become due on the date when Seller is prepared to make shipment unless otherwise agreed to in writing by Seller at time of incident. Products held for the Buyer shall be at the risk and expense of the Buyer.

Need to Return a Product?

Infrared Optics Supply’s return policy can be found at or by contacting our customer service department at 1-442-257-2549 or emailing sales@infraredopticssupply.com.

Specifications Provided By the Buyer

Buyer shall indemnify, defend, and hold Seller, and its subsidiaries and affiliates, and their respective officers, directors and employees, harmless from any liabilities and expenses, including reasonable attorneys’ fees, to the extent resulting from a claim alleging that any Product sold by Seller infringes the copyright, trademark, patent, trade secret or other intellectual property right of a third party due to specifications or requirements provided by Buyer.

Changes

Buyer at any time, by a written order, may request changes within the general scope of this contract; however, no changes are effective without written consent of Seller. If any such changes cause an increase or decrease in the cost of, or the time required for, any part of the work hereunder, an equitable adjustment shall be made by Seller by written Sales Order amendment to the price or delivery schedule, or both.

Suspension of Work

Seller agrees to use its best efforts to meet scheduled delivery requirements. Seller shall not be liable for any delay in performance or in the shipment or delivery of goods or for any damages or excess costs suffered by Buyer by reason of such delay, if such delay is beyond the Seller’s and/or the Seller’s subcontractors or suppliers reasonable control. Such causes may include, but are not limited to, the direct or indirect result of, by, or in any manner arising from, fires, floods, epidemics, quarantine restrictions, accidents, civil unrest, war, acts of God, acts of the public enemy, acts of the Government in either its sovereign or contractual capacity, Governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, supplies, transportation and/or weather delays, or any other cause or causes similar in nature to any of those specified herein. Seller will, within a commercially reasonable time, notify Buyer of any schedule delay.

Delivery, Shipment, and Acceptance

All Products are shipped F.O.B. shipping point or Ex-Works from origin, unless otherwise specified. Buyer is responsible for any loss or damage to shipments after Seller has delivered the Products to any common carrier. Seller shall use reasonable efforts to deliver Products at the times specified in the Sales Order, provided, however, that all delivery dates are estimates and deliveries may be made in installments. All Products delivered will be packaged in accordance with Seller’s standard practice or mutually agreed upon method and include itemized packing slips. Buyer shall accept or reject Products, including “Custom” products, as promptly as feasible, but in any event within thirty (30) days after receipt, for failure to substantially conform to Seller’s published specifications. If Buyer fails to notify Seller in writing of its rejection and reasons thereof within such period, Buyer shall be conclusively deemed to have irrevocably accepted the Products.

Shipping

Most orders received before 12:00 P.M. PST Monday-Friday will be shipped in one business day from within the United States.

LIMITED WARRANTY - OTHER THAN AS EXPRESSLY SET FORTH HEREIN OR AS CONTAINED IN ANY EXPRESS WRITTEN WARRANTIES PROVIDED WITH PRODUCTS AT DELIVERY AND TO THE EXTENT PERMITTED BY LAW, THE SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE. SELLER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE USE OR PERFORMANCE OF THE PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ITS CUSTOMERS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES RESULTING FROM LOSS OF USE, INTERRUPTION OF BUSINESS, OR LOST PROFITS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY TO BUYER AND ITS CUSTOMERS EXCEED THE AMOUNT PAID FOR PRODUCTS PURCHASED UNDER THIS AGREEMENT IN THE PRIOR 6 MONTHS.

IN THE CASE OF CONSUMER BUYERS, THE DURATION OF ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS LIMITED TO THE DURATION OF THE EXPRESS WARRANTIES PROVIDED IN THE APPLICABLE LIMITED WARRANTY.

Notice to Consumer Buyers: Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

Payment Options The following payment options are at the option and in the discretion of Seller.

Check or Money Order: Must be made in US dollars and drawn on a US bank.
Credit Card: MasterCard, Visa, Discover, American Express.
Bank Wire Transfer:A $25.00 processing fee is included in the shipping/handling charge for all quotes paid by wire transfer.
Shipment is based on availability of stock after payment is received.

Import/Export Controls

a) Seller shall control the disclosure of and access to technical data, information and other items to be delivered under this Sales Order and Buyer acknowledges that certain U.S. export control laws and regulations may apply to the performance of this Sales Order, including but not limited to the Arms Export Control Act (22 USC 2751 et seq.) and the International Traffic in Arms Regulations (22 CFR 120-130) (the “ITAR”), the Export Administration Act (50 USC 2401 et seq.), and the Export Administration Regulations (15 CFR 730-774) (the “EAR”). In the event Buyer requests Seller to deliver Products outside the United States, or disclose to Buyer outside the United States any technical data, information and other items to be delivered under this Sales Order, Buyer shall be responsible for all necessary export authorizations required by applicable U.S. law (including ITAR and EAR).

b) With respect to Buyer’s disclosure to Seller of any technical data, information and other items to be delivered by Buyer to Seller in the performance of this Sales Order, Buyer shall provide such technical data, information and other items to Seller in compliance with all applicable U.S. export control laws and regulations, including ITAR and EAR.

c) If Buyer provides technical data, information or other items which are subject to export controls (e.g., ITAR and EAR) and exports such data, information or other items to Seller, Buyer is responsible for compliance with all applicable U.S. export control laws and regulations (including ITAR and EAR).

d) Buyer agrees to indemnify and hold Seller harmless for all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from Buyer’s failure to comply with the export control laws and regulations of the United States.

Confidentiality

The recipient of confidential information provided by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) agrees to maintain the confidentiality of such information and shall not disclose such information to any third party without the prior written consent of the Disclosing Party. Confidential information shall mean all non-public information, in whatever form, furnished to the Receiving Party in connection with this Sales Order that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. The obligations of confidentiality shall not apply to any information which: (i) is or becomes generally known or available to the public through no fault of the Receiving Party; (ii) is or becomes known to the Receiving Party from a source other than the Disclosing Party that has no duty of confidentiality to the Disclosing Party with respect to such information; (iii) was previously in the Receiving Party’s possession free of any obligation of confidentiality; (iv) is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s confidential information; or (v) is required to be disclosed by law, regulation or order of a court or other authority.

Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to its conflict of law principles. The parties agree that any action or proceeding arising out of or related to this Agreement shall be brought exclusively in the federal or state courts located in California.

Entire Agreement

These terms and conditions, together with any attachments and any other documents or materials referenced herein, constitute the entire agreement between Buyer and Seller with respect to the purchase and sale of the Products and supersede all prior and contemporaneous understandings, agreements, negotiations, representations and warranties, both written and oral, with respect to the Products.