ISP OPTICS TERMS AND CONDITIONS OF SALE

1.Acceptance:

ISP Optics accepts orders only by way of written Purchase Order specifying the ISP Optics catalog numbers or full details of any special requirements. All orders are subject to acceptance by ISP Optics Submission of a Purchase Order shall constitute acceptance of ISP Optics Terms and Conditions of Sale, set forth herein and in any Quotation provided by ISP Optics. These Terms and Conditions shall supercede any inconsistent provisions contained on Buyer's Purchase Order.

2.Product Specifications:

The specifications provided in our catalog, literature, or in any written quotations are intended to be accurate. However, ISP Optics reserves the right to change specifications and makes no claim about the suitability of its products for any particular intended purpose.

3.Purchaser's Property:

If the Purchase Order includes work to be done on property or material supplied by Purchaser, ISP shall not be liable for any loss or damage to Purchaser's property during ISP's manufacturing process, unless the loss or damage was the result of the negligence or other willful act on the part of ISP.

4.Pricing:

Catalog prices are subject to change without notice. Custom prices are subject to change with five days' notice. Failure to object to the price change on custom order after notice shall be deemed to be acceptance of the price change. Prices are FOB Irvington, NY and do not include freight, duty and insurance fees. Prices quoted are exclusive of, and Buyer agrees to pay, any federal, state or local excise, sales, use, personal property or any other tax. Prices quoted are held for 30 days, unless quoted otherwise.

5.Minimum Order:

$100

6.Delivery:

Items in stock will be shipped within 24 hours of receipt of order. For items not in stock, an estimated delivery date will be specified upon acceptance of the order. After acceptance of an order, ISP Optics will provide an estimated delivery date and will use its best efforts to meet the estimated delivery date. Delivery dates are subject to change if property or material to be supplied by Purchaser does not arrive by the date mutually agreed to by the parties. ISP Optics is not responsible for any consequential damage caused by late delivery. ISP Optics will notify Buyer of any anticipated delay in delivery. ISP Optics reserves the right to ship ahead or reschedule, unless the Buyer specifies otherwise.

7.Shipping Terms; Insurance:

ISP Optics assures proper packaging and will ship to US customers by any method selected by ISP Optics, unless otherwise specified in Buyer's Purchase Order. Shipping and handling charges are prepaid and added to Buyer's invoice. ISP Optics may, in its discretion, provide insurance for the shipment, unless specifically requested to provide insurance by Buyer in the Purchase Order. Any insurance requested shall be prepaid by Buyer or added to Buyer's invoice. ISP Optics shall not be liable for loss or damage to the goods after delivery of the product to a common carrier.

8.Terms of Payment:

US and Canada: Terms of payment on open accounts are Net 30 days. ISP Optics will accept payment by C.O.D., American Express, Visa and/or MasterCard, or an account established with ISP Optics.
To open an account, provide ISP Optics with bank reference, account numbers, and two trade references. Open accounts are available to companies rated good or higher by D&B, government agencies, and recognized educational and research institutions.
International Orders: Orders for delivery to Buyers outside the United States and Canada must be fully prepaid in US dollars, credit card or by irrevocable letter of credit issued by a US bank. The letter of credit must include all associated costs and be valid for 90 days.

9.Warranties:

Stock Products: ISP Optics stock optical products are warranted to meet or exceed the stated specifications, and to be free from defects in material or workmanship. This warranty shall be valid for thirty days from invoice date and is subject to the Return Policy set forth in these Terms and Conditions.
Custom Products: Specially manufactured or custom products are warranted to be free from manufacturing defects and meet your written specifications only. This warranty is valid for 60 days from invoice date and is subject to the Return Policy set forth in these Terms and Conditions.

10.Return Policy:

Stock Products: If Buyer believes that a stock product is defective or did not meet ISP Optics stated specifications, Buyer may return the product within 30 days of invoice date. Prior to return of the product, Buyer must obtain a RETURN AUTHORIZATION NUMBER. No product will be processed without a RETURN AUTHORIZATION NUMBER. Buyer should then pack the product carefully and return it to ISP Optics, freight prepaid, together with an explanatory note and the RETURN AUTORIZATION NUMBER. The returned product must be in the original package and free of any defect or damage caused by shipping. If ISP Optics finds that the product does not meet the specifications set forth in paragraph 8 for stock products, ISP Optics shall, at its sole option, either refund the purchase price, repair the defect, or replace the product. If ISP Optics determines that the returned product meets the specifications set forth in paragraph 8 for stock products, then ISP Optics shall refund the Buyer the purchase price, less a 25% restocking fee.
CustomProducts: Custom products may not be returned unless they do not meet Buyer's specifications or contain a manufacturing defect. If Buyer believes that a custom product is defective or did not meet the Buyer's specifications, Buyer may return the product within 60 days of invoice date Prior to return of the product, Buyer must obtain a RETURN AUTHORIZATION NUMBER. No product will be processed without a RETURN AUTHORIZATION NUMBER. Buyer should then pack the product carefully and return it to ISP Optics, freight prepaid, together with an explanatory note and the RETURN AUTORIZATION NUMBER. The returned product must be in the original package and free of any defect or damage caused by shipping. If, upon receipt of the product ISP Optics determines that the product did not meet Buyer's specifications or is not free from defect, ISP Optics shall, at its sole option, either refund the purchase price, repair the defect, or replace the product.

11.Proprietary Rights:

ISP Optics shall retain all rights to technical data and information, whether patentable or not, arising out of or evolving as a result of the manufacture of products meeting Buyer's specifications. Buyer agrees not to assert against ISP Optics any patent rights the scope of which is included within the manufacture of products delivered hereunder by ISP Optics, and which relate to an invention made by or for Buyer on a date subsequent to the date of delivery of the product to Buyer.
Buyer warrants that the use of any product purchased from ISP Optics shall not infringe on the proprietary rights of third-parties. If Buyer has purchased a Custom product, Buyer further warrants that it has proprietary rights to the specifications provided to ISP Optics and that no third-party has any proprietary claim to the specifications, other than as may exist in the public domain.

12.Governing Law:

This agreement shall be governed by and construed in accordance with the laws of the State of New York.