TERMS AND CONDITIONS OF SALE
ACCEPTANCE: Acceptance of Buyer's order is limited to the terms and conditions stated herein. Any additions,
deletions or differences in the terms offered by Buyer will not be binding upon Diffraction International
(hereafter DI) unless specifically agreed to in writing. DI accepts purchase orders by mail, email or fax.
PRICES: Prices for non-custom items are published to DI's website and are current at the time of publication
but we reserve the right to change them without notice. Published prices are 10 percent higher for export orders
shipped outside the United States and Canada. Prices for custom items will be quoted on request. Prices quoted are
normally held for 60 days.
TAXES AND DUTIES: Unless separately stated, all prices will be quoted, order accepted and invoices rendered
exclusive of all federal, state and municipal taxes. DI will not report, collect or pay any tax which may be
imposed on Buyer and Buyer shall report and pay all taxes so imposed.
METHOD OF SHIPMENT: Unless separately stated, DI prices include shipping costs. DI shall package, mark and
ship all goods and supplies in accordance with the requirements of the order and shall, in the absence of written
agreement, secure at its discretion, the most advantageous service and rates consistent with the order. Shipments
are generally via Federal Express for expediency and traceability. DI will insure export shipments. DI shall be
responsible for filing and processing all claims against the carrier.
SHIPMENTS AS UNITY: Each shipment by DI shall be treated as a separate and distinct unit with respect, but only
with resect to terms of payment and the making of claims by Buyer, however, that if Buyer defaults in the payment
of any obligation to DI or an installments thereof, under any agreement between Buyer and DI, DI may, on fifteen
(15) days written notice to Buyer, either defer further performance on pending or future orders until the defaulted
payments are made in full, or make future deliveries for cash in advance only, and credit any payments to the
oldest invoices that are in arrears.
PAYMENT METHODS AND TERMS: Payment shall be in United States dollars. DI will accept checks drawn on banks
located in the United States of America or payment by bank wire transfer or payment by PayPal.
Payment terms of Net 30 after date of DI's invoice are available with current credit approval. Failure to pay
invoices at maturity date may, at DI's option, cause DI to suspend all subsequent deliveries until overdue account
is settled. In the event payment is not made as required by this term, DI may require and Buyer agrees to pay DI
a finance charge at the maximum rate permissible by law not to exceed 1-1/2 percent per month on the unpaid balance
of Buyer's account from date of DI's invoice.
TITLE: Title to all goods shall pass to Buyer upon shipment.
CHANGES: All changes to Buyer's purchase order must be agreed to in writing by DI prior to the effectivity of
such changes unless the order is issued pursuant to a Government contract. Buyers may unilaterally make changes
on orders made for use under a Government contract, by written order, within the general scope of the contract
in any one or more of the following areas: 1) drawings, designs or specifications where the supplies to be
furnished are to be specifically manufactured for Buyer in accordance therewith; 2) method of packaging or shipment;
and 3) place of delivery. If any changes cause an increase or decrease in the cost or affects the delivery schedule,
an equitable adjustment in the price, schedule or both, shall be negotiated and the contract modified accordingly.
CUSTOMER FURNISHED MATERIAL: DI shall not be liable for any loss or damage from any cause, except for gross
negligence or willful misconduct on the part of DI, to property owned by Buyer and furnished to DI or to other
material delivered by Buyer to DI. DI is not obligated to insure material furnished to DI by Buyer, and risk of loss
of material furnished to or left with DI shall remain with Buyer.
INSPECTIONS AND ACCEPTANCE OF GOODS:
a) Inspections: All inspections required as part of this order shall be limited to final inspections only. Such
inspections may be performed at DI's facility, but shall not include any areas or processes which are proprietary
to DI. Advance notification of 72 hours is required for inspections at DI's facility.
b) Acceptance: Acceptance of goods supplied under this order shall occur within thirty (30) days after delivery
to Buyer. Failure to inspect and reject nonconforming items shall be deemed acceptance by Buyer with full
responsibility for payment.
RETURNS: All returns must be made within 30 days of the original date of shipment, the products in good condition,
with all shipping costs prepaid. A 20 percent restocking charge applies to any catalog product accepted by DI for
return to stock. Custom or specially designed products and renewal of software support and upgrade subscriptions
are generally not returnable.
WARRANTY: DI warrants for a period of (1) year from date of shipment, unless a different period is specified and
agreed to, that all items furnished hereunder will be free from defects in material and workmanship and will
conform to specifications, drawings and/or other descriptions expressly made a part of this order.
Should any failure of the goods to conform to this warranty appear within one (1) year, upon notification thereof
and substantiation that the goods have been properly shipped, stored and maintained, and upon return of such goods,
DI will, at DI's option, repair or replace such goods free of charge or issue credit in lieu of such repair or
THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY IMPLIED WARRANTY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR OTHER WARRANTY OF QUALITY, WHETHER EXPRESSED OR IMPLIED EXCEPT THE WARRANTY OF TITLE AND AGAINST PATENT
LIMITATION OF LIABILITY: DI SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES SUCH
AS, BUT NOT LIMITED TO, DAMAGE OR LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, COST OF CAPITAL,
COST OF PURCHASED OR REPLACEMENT GOODS, OR CLAIMS OF CUSTOMERS TO THE BUYER. THE REMEDIES OF THE BUYER SET FORTH
HEREIN ARE EXCLUSIVE, AND THE LIABILITY OF DI WITH RESPECT TO ANY CONTRACT, OR ANYTHING DONE IN CONNECTION THEREWITH
SUCH AS THE PERFORMANCE OR BREACH THEREOF, OR FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION OR USE OF
ANY GOODS COVERED BY OR FURNISHED UNDER THIS CONTRACT WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT TORT, OR
ANY WARRANTY OR OTHERWISE, SHALL NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, EXCEED THE PRICE OF THE GOODS UPON WHICH
SUCH LIABILITY IS BASED.
PATENT RIGHTS: DI reserves all rights in any inventions or discoveries made by DI, DI's employees or persons under
DI's control, under this purchase order, including title to and rights under any patent application or patent which
may be issued thereon throughout the world. Such rights reside solely with DI, together with the exclusive power to
determine whether or not and where a patent application shall be filed, and disposition of any rights thereunder. DI
does not convey, through sale of products or goods under this purchase order, any license, expressed or implied,
estoppel or otherwise, to patent rights, trade names or trademarks. DI reserves the right to grant licenses covering
completed equipment, assemblies, methods or processes in which DI's products are used as components.
Technical information given to the Buyer and information furnished to or made available to the Buyer and DI are for
the Buyer's use in connection with the design and manufacture of the products and are to be kept confidential by
both Buyer and DI.
OWNERSHIP OF INFORMATION AND IMPROVEMENTS
All optical designs, manufacturing drawings and reports developed by DI under this contract belong to the Buyer.
All software tools, algorithms, source codes, optical design optimization error functions, and photolithography CAD
files developed by DI in the design or manufacture of the contract deliverables remain the property of DI. DI does
not convey, through the sale of products or goods under this contract, any license, expressed or implied, to patent
rights, copyrights, trade names or trademarks.
Phototools remain the property of DI unless specifically identified as contract deliverables and shall be retained
by DI for a minimum period of two years. Phototools that incorporate the intellectual property of the Buyer will
not be used by DI in the performance of other contracts without written permission of the Buyer and will be
destroyed promptly upon the written request of the Buyer.
CURE: DI shall have the right to cure any default, nonconforming goods or services or delivery hereunder within
thirty (30) days of receipt by DI of written notice from Buyer specifying the default or nonconformity.
ATTORNEY'S FEES: If any legal action is necessary to enforce the terms of this agreement, the prevailing party
shall be entitled to reasonable attorney fees in addition to any other relief.
GOVERNMENT CONTRACTS: If Buyer's purchase order is identified in writing as made for use under a Government
Contract, only those FAR and DOD FAR Supplement Clauses, required under mandatory flowdown requirements, shall
be incorporated herein by reference. Such terms and conditions, required by Federal Law, shall have precedence
over the terms and conditions stated herein.
WAIVER: DI's forbearance to insist upon strict performance of any provision of this agreement shall not be
considered a waiver of DI's rights or remedies.
FORCE MAJEURE: DI shall not be responsible for any failure of performance or failure to make delivery of all
or any part of the merchandise purchased under this Agreement due to federal, state, or municipal action,
statute, ordinance, or regulation; strike or other labor trouble; fire damage to or destruction in whole or
in part of merchandise or manufacturing plant; lack of or inability to obtain raw materials, labor, fuel,
electrical power, water, or supplies; or any other cause, act of God, contingency, or circumstance within
or outside the United States not subject to its control which prevent or hinder the manufacture or delivery
of the merchandise.
APPLICABLE LAW: This agreement shall be construed and enforced in accordance with the laws of the State