GENERAL WARRANTIES DISCLAIMER AND LIMITATION OF LIABILITY

 

GOVERNING AGREEMENT

These Terms and Conditions constitute the entire agreement between Doric Lenses Inc. and Customer and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding the transactions contemplated hereunder. Customer’s additional or different terms and conditions or any provision or condition of Customer's order which is in any way inconsistent with these Terms and Conditions shall not be applicable hereto or binding upon Doric Lenses Inc.. If Customer objects to any terms or conditions herein, such objection must be in writing and received by Doric Lenses Inc. at the address stated on the face hereof prior to commencement of performance by Doric Lenses Inc.. Retention by Customer of any products delivered by Doric Lenses Inc. hereunder shall be conclusively deemed to be an acceptance of the Terms and Conditions hereof. The failure by Doric Lenses Inc. to object to provisions contained in any communications from Customer will not be a waiver of the provisions hereof.

WARRANTY

Doric Lenses Inc.'s products are guaranteed to perform per advertised specifications and are covered against material, manufacturing or design defects for fifteen (15) days (optical components and consumables such as cannulas, patchcords, sleeves, etc) and one (1) year (electronic, LED and laser based devices and opto-mechanic apparatus) after the date on the original invoice. Within that period, Doric Lenses Inc. will take back the faulty parts for inspection and repair or replace or refund following the established procedure under an RMA form. This policy does not apply to products that have been subject to misuse, neglect, accident or modification, to products that have been fixed/mounted or altered during their assembly with other products, or are otherwise not capable of being tested or to products that have interfaced with unapproved or incompatible third party software, equipment, tools or components. As for the items that are re-sold by Doric Lenses Inc., the applicable warranty and terms and conditions are those of the original manufacturer, as contracted by Doric Lenses, and the warranty period starts on the date the goods have been shipped to Doric Lenses Inc.

Doric Lenses Inc. makes no warranty, either expressed or implied with respect to any product, and specifically disclaims all other warranties, including warranties for merchantability, non-infringement, and fitness for any particular purpose. Doric Lenses Inc.'s sole obligation and liability for product defects shall be, at Doric Lenses Inc.'s discretion, to replace such defective product or refund to customer the amount paid by customer therefore. In no event shall Doric Lenses' liability exceed the buyer's purchase price.

In no event shall Doric Lenses Inc. be liable to the buyer or to any third party for any indirect, incidental, special, consequential, punitive or exemplary damages (including, but not limited to, lost profits, lost savings, or loss of business opportunity) arising out of or relating to any product or service provided or to be provided by Doric Lenses Inc., or the use or inability to use the same, even if Doric Lenses Inc. has been advised of the possibility of such damages.

INFRINGEMENT DISCLAIMER

Notwithstanding of any applicable version of the Uniform Commercial Code or any other similar law, or any purchase order term, other contractual provision or the like from the buyer, DORIC LENSES: (i) expressly disclaims any and all warranties against third party claims for infringement or the like, and (ii) shall have no obligation of any kind to the buyer for claims brought by third parties against the buyer for infringement or the like arising out of or in any way related to product purchased by the buyer from DORIC LENSES.

APPLICABLE TAXES

As a Canadian company, Doric Lenses Inc. will not charge any taxes other than Canadian provincial and general sales taxes in accordance with current tax rates of Canadian customers' province. 

ORDER CONFIRMATION AND ACCEPTANCE

Upon receipt, all orders are reviewed and shall be subject to acceptance by Doric Lenses Inc. and orders shall be considered as accepted only after a confirmation has been issued, normally within 24 hours. Please note that the minimum order requirement is 150 USD.

DELIVERY DATES

The quoted and confirmed lead times are an estimation based on the availability and production schedule at the moment of issuance. While Doric Lenses Inc. strives and makes every reasonable effort to meet the estimated delivery date indicated on the quotation and/or confirmation, these dates remain subject to change. In a case of delay, Doric Lenses Inc. will inform the Customer as soon as possible and offer an alternative date or solution. However, Doric Lenses Inc. is not liable for any loss whatsoever that a delay in production or shipment may cause to the Customer.

DELIVERY, PACKING, TITLE AND RISK OF LOSS

Doric Lenses Inc.’s default commercial terms are EXW, Quebec, QC Canada, and shipping risks and costs are as defined in Incoterms 2010. All quoted prices exclude the shipping and handling but Doric Lenses will quote the shipping and handling as a separate line item so that a customer who does not have a possibility to use collect shipping can use this service through Doric Lenses Inc. on 'prepay and add to invoice' basis. All goods are shipped in standard commercial packaging deemed sufficient by Doric Lenses Inc. Special packaging may be available upon request and will be additionally invoiced. All shipments are made without any additional insurance other than the minimal carrier insurance. Additional protection may be quoted accordingly upon request.

For collect shipments, Customer has to provide a proper account number with a valid carrier. In the absence of written agreement, the means of shipment will be at the discretion of Doric Lenses Inc.. Customer will pay for all costs of transportation for such shipments and shall be responsible for all taxes, and any other expenses incurred including licenses and clearances required at destination.

PAYMENT TERMS

Payment terms are determined by Doric Lenses to its sole discretion. All the first time orders are based on Prepaid terms. Afterward, the customer may request Net 30 terms pending an approval of three (3) bank and three (3) trade references by Doric Lenses administration.

SUBSTITUTIONS, MODIFICATIONS

Initial customer requests made through the website are customer’s responsibility.

The acceptance of any, full or partial, modification or substitution to the Purchase Order which has been confirmed and/or is already in production, is to Doric Lenses Inc.'s discretion. If accepted, the order may be subject to additional charges or delays.

RETURN OF PRODUCTS

Claim on the product defect must be made within the indicated warranty. All returns must be approved by Doric Lenses Inc. and made with the RMA form issued by Doric Lenses along with the return instructions. Otherwise, the returned goods will be refused and warranty void.

TERMINATION AND CANCELLATION

If Customer terminates this Agreement in whole or in part, before full completion thereof, it must provide written notice of termination to Doric Lenses Inc. In such event, Customer shall be liable for termination charges, which shall include a price adjustment based on the quantity of products actually delivered, stocking charges and all costs, direct and indirect, incurred and committed for this agreement together with an allowance for pro-rated expenses and anticipated profits.

FORCE MAJEURE

Neither party shall be held responsible for any delay or failure in performance of any part of the agreement to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of nature, or other similar causes beyond its control and without the fault or negligence of the delayed or non performing party or its subcontractors (“Force Majeure Conditions”). If any Force Majeure Condition occurs, the party delayed or unable to perform shall give immediate notice to the other party, stating the nature of the Force Majeure Condition and any action being taken to avoid or minimize its effect. The party affected by the other’s delay or inability to perform may elect to: (1) suspend this agreement for the duration of the Force Majeure Condition and/or (2) when the delay or nonperformance continues for a period of at least fifteen (15) days, terminate, at no charge, this agreement or the part of it relating to products not already delivered. Unless written notice is given within forty-five (45) days after the affected party is notified of the Force Majeure Condition, (1) shall be deemed selected.

GOVERNING LAW

This agreement and any sales thereunder shall be deemed to have been made in the province of Quebec, Canada, and shall be construed and interpreted according to the laws of the Province of Quebec and the applicable laws of Canada.

MODIFICATION / ACCEPTANCE

Acceptance by Customer of this agreement by acknowledgement, shipment or other performance shall be unqualified, unconditional and subject to and expressly limited to these Terms and Conditions. Doric Lenses Inc. shall not be bound by terms additional to or different from those in this agreement that may appear in Customer’s acknowledgement, invoices or in any other communications from Customer unless such terms are expressly agreed to in writing signed by Doric Lenses Inc. . Pre-printed provisions on the reverse side of any orders and all provisions on Customer’s forms shall be deemed deleted.

ASSIGNMENT

This agreement shall be binding upon and endure to the benefit of the parties and their successors and assigns of the entire business and goodwill of either Customer or Doric Lenses Inc. or of the part of the business of either used in the performance of this agreement, but shall not be otherwise assignable by Customer.