1. ACCEPTANCE OF TERMS
WOE (WOE) accepts orders by mail, phone, fax or e-mail. All orders are subject to acceptance by WOE. Orders must include a Purchase Order Number and specify the WOE catalog numbers or full details of any special requirements. Orders placed by phone must be confirmed by submission of a hard copy Purchase Order. Submission of a Purchase Order shall constitute acceptance of WOE Terms and Conditions of Sale, set forth herein and in any Quotation provided by WOE.
THESE TERMS AND CONDITIONS OF SALE SHALL BE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF ACREEMENT BETWEEN BUYER AND WOE.
2. PRODUCT SPECIFICATIONS
The specifications provided in WOE catalog, literature, or in any written quotations are intended to be accurate. However, WOE reserves the right to change specifications and makes no claim about the suitability of its products for any particular intended purpose.
3. PRODUCT CHANGES AND SUBSTITUTIONS
WOE reserves the right to (a) make changes in Products without notice and obligation to incorporate those changes in any Products previously delivered to Buyer and (b) ship to Buyer the most current Product regardless of catalog description, if applicable.
4. BUYER CHANGES TO ORDERS OR SPECIFICATIONS
Any changes to any order for custom or option configured Products, or any order or series of similar orders for standard Products including but not limited to any changes to the specifications for the Products, must be approved in advance in writing by WOE. WOE must receive Buyer’s change request at least thirty (30) days prior to the scheduled shipment date. In the event of changes to any order or the specifications for the
Products, WOE reserves the right to adjust the prices and delivery dates for the Products. In addition, Buyer shall be responsible for all costs associated with such change including, but not limited to, the burdened costs of all raw materials, work in progress and finished goods inventory on-hand or ordered which are impacted by such change
5. CANCELLATION
Any order for custom or option configured Products, or any order or series of similar orders for standard Products may be cancelled only upon WOE’s prior written approval, which approval may be granted or withheld in WOE’s sole discretion. Any order cancellation, Buyer shall be responsible for all costs associated with such cancellation including, but not limited to, the burdened costs of all raw materials, work in progress and finished goods inventory on-hand or ordered which are impacted by such cancellation WOE will use commercially reasonable efforts to reduce such cancellation costs. In no event shall the Buyer be liable for more than the contract price of the cancelled Products.
6. 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 a custom order after notice shall be deemed to be acceptance of the price change. Prices are FOB Singapore 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 valid for 30 days, unless quoted otherwise.
7. DELIVERY
WOE assures proper packaging and will ship to customers by any method selected by WOE, unless otherwise specified in Buyer’s Purchase Order. After acceptance of an order, WOE will provide an estimated delivery date and will use its best efforts to meet the estimated delivery date. WOE is not responsible for any consequential damage caused by late delivery. WOE will notify Buyer of any anticipated delay in delivery. WOE reserves the right to ship ahead or reschedule, unless the Buyer specifies otherwise.
8. TERMS OF PAYMENT
Singapore: Except as otherwise specified, all payments are due and payable within 30 days from the invoice date. WOE will accept payment by C.O.D, Check, or an account established with WOE. International Orders: Orders for delivery to Buyers outside the Singapore must be fully prepaid in US dollars, by wire transfer or by irrevocable letter of credit issued by bank. Payments must include all associated costs. Letter of credit must be valid for 90 days.
9. WARRANTIES
Stock Products: WOE 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 90 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 90 days from invoice date and is subject to the Return Policy set forth in these Terms and Conditions. Our obligations under these warranties shall be limited to the replacement or repair or the provision to Buyer of a credit against future purchases in an amount equal to the purchase price of the defective product. In no event will we be liable for any incidental or consequential damages or cost from Buyer. The foregoing remedies are the sole and exclusive remedy of Buyer for any breach of Warranties under this contract. This Standard Warranty shall not apply with respect to any product which, upon inspection by Wavelength Singapore, shows evidence of damage as a result of abuse, misuse, mishandling, alteration, or improper installation or application, or any other causes beyond the control of Wavelength Singapore.
10. RETURN POLICY
If Buyer believes that a product is defective or did not meet WOE stated specifications, Buyer should notify WOE within 30 days from invoice Date and should return goods within 90 days from invoice Date. Prior to return of the product, Buyer must obtain a RETURN AUTHORIZATION MATERIAL NUMBER (RMA). No product will be processed without an RMA. The buyer should then pack the product carefully and return it to WOE, with freight prepaid, together with RMA Request Form. The returned product must be in the original package and free of any defect or damage caused by shipping. If WOE finds that the product does not meet the specifications set forth in paragraph 7 for stock products;
WOE shall, at its sole option, either refund the purchase price, repair the defect, or replace the product. Upon Buyer’s default, merchandise will not be accepted without authorization; Acceptable returned goods will be subjected to restocking charge; Special ordered, obsolete or custom fabricated items are not returnable.
11. INTELLECTUAL PROPRIETARY RIGHTS
Any Intellectual Property Rights on a worldwide basis, including, without limitation, patentable inventions (whether or not applied for), patents, patent rights, copyrights, work of authorship, moral rights, trademarks, service marks, trade names, trade dress trade secrets and all applications and registrations of all of the foregoing resulting from the performance of these Terms of Sale that is conceived, developed, discovered or reduced to practice by WOE, shall be the exclusive property of WOE. Specifically, WOE shall exclusively own all rights, title and interest in and to the Products and any and all inventions, works of authorship, layouts, know -how, ideas or information discovered, developed, made, conceived or reduced to practice, by WOE, in the course of the performance of these Terms of Sale.