General conditions of sales

Except as otherwise expressly agreed to in writing by Lynred USA ("Seller"), these General Conditions of Sale shall govern all quotations covering purchase orders for and sales of products (“Products”) manufactured by Seller as well as Service relating to such Products, if applicable, and any provision of the Buyer's order inconsistent herewith shall be deemed waived. All orders are subject to acceptance and approval by Seller.

Prices:

Prices quoted are for prompt acceptance and subject to change without notice at any time prior to receipt and acceptance of Buyer's order by Seller unless validity terms are included heretofore in the quotation. Published prices of the Products are subject to change without notice.
Prices exclude Federal, State or local taxes, use, excise, transportation, occupational or similar taxes. Buyer agrees to pay any such taxes applicable to the sale or use of the Products or, in lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable for the relevant taxing authorities. The Buyer shall promptly reimburse the Seller for any such tax advanced or paid by the Seller with respect to such products.
Prices are subject to change if buyer requests changes or deviations from the specifications quoted after acceptance of quoted prices.

Terms of Payment:

Unless otherwise stated, terms for US Buyers are 30 days net from date of invoice. Net terms are subject to approval by Seller of amount and terms of credit. The Seller reserves the right to require payment in advance or C.O.D. from any Buyer and otherwise modify credit terms. When partial shipments are made, payments therefore shall become due in accordance with the designated terms, upon submission of invoices therefor.
Unless otherwise stated, terms for non-US Buyers are Advance Payment or Irrevocable Letter of Credit (L/C). Applications for payment by L/C must be in accordance with the following:

Payment amount must match proforma invoice amount.
L/C terms must state that all document costs are to be paid by the Buyer.
The L/C Period of Validity must be 30 days longer than proposed delivery schedule. d. All charges (bank fees, commissions, etc.) are for the applicant (Purchaser) NOT the beneficiary (Seller).

The purchase price of the Products shall be payable, without deduction of any kind, within such period of time and according to such terms as provided on the invoice.
If payments are made late, Seller shall impose a monthly late charge of 2 % monthly (24 % annually) of the total amount due. Acceptance of such service charge by Seller shall not constitute a waiver of any rights that Seller has because of non-payment by Buyer.
Buyer hereby agrees to pay all costs of collection, including reasonable attorney's fees, costs and expenses, and the costs if any of financial or credit checks or investigations on accounts sixty (60) or more days past due.

Delivery and Shipping Schedule:

Delivery of the Product shall be as specified in Seller's acceptance of Buyer's order. Shipping dates are approximate. Seller shall use its best efforts to fill all orders. However, if any conditions arise which prevent compliance with delivery schedules, Seller shall not be liable for damages, general, consequential or otherwise, or for failure to give notice of any delay.
All shipments will be made F.O.B. from Seller’s factory unless otherwise specified. In the absence of specific instructions, the Seller shall select the carrier. Title to the material shall pass to the Buyer upon delivery thereof by the Seller to the carrier or delivery service. Thereupon the Buyer shall be responsible therefore. Products held for Buyer, or stored for Buyer, shall be at the risk and expense of Buyer. If, at the request of the Buyer, shipments are postponed more than 30 days, invoices therefore shall become due 30 days after notice that products are ready for shipment.
Seller shall not be liable for unavoidable delays in delivery or service caused indirectly or directly or in any manner by fires, flood accidents, riots, Acts of God, war, terrorism, governmental interference, embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation delays or any other cause or causes (whether or not similar in nature to any of those specified herein) either beyond its control or which it cannot remedy without great economic hardship.
In no event shall the contract of sale be subject to cancellation by Buyer as a result of delays in delivery or servicing or for any other cause, except by mutual written agreement.
No penalty for late performance may be assessed against Seller unless agreed upon in writing when Buyer's order is placed.
Seller shall not be liable for any special or consequential damages as a result of delay in shipment or servicing.
Unless otherwise agreed upon in writing, Seller reserves the right to make partial shipments and to submit invoices for such partial shipment in accordance with Seller's standard terms.

Title, Risk of Loss and Insurance:

Delivery of the Products to a carrier by Seller, consigned to Buyer or as Buyer may direct, shall constitute transfer of a title, ownership, possession and risk of loss or damage to the Products at the point of delivery, and such carrier shall thereafter be deemed to be acting for Buyer. Seller assumes no obligation whatsoever with respect to damage in transit.
Seller uses great care in packing the Products and will not be responsible for damage or loss in transit. All claims for damage or loss after delivery of the Products to the carrier must be made by Buyer to the carrier, but Seller will provide all reasonable assistance in securing a satisfactory adjustment of such claims.
After receipt of the Products, Buyer will maintain, as long as any part of the purchase price of the Products remains unpaid or until all servicing of the Products is completed, sufficient insurance in Seller's favor to provide full coverage of damage or loss by fire, theft, negligence of buyer's employees or other causes. The insurance will also cover any other property brought onto Buyer's premises temporarily.

Warranty:

Seller warrants that at the time of delivery to the carrier, the Products are free from defects in material and workmanship. Any warranty described herein shall extend to the first ultimate user only for a period of one year from the date of shipment from Seller's factory except as otherwise stated in our written quotation.
Seller's obligation under this warranty shall be limited to furnishing a replacement for, or at Seller's option, repairing any part that, to the Seller's satisfaction, proves defective, provided such part is returned to the Seller's service facilities in New Jersey, all transportation charges paid (including freight, insurance, customs, duties, taxes, etc.). No part may be returned without Seller's prior return authorization approval.
Seller shall not be responsible for installation costs. In no event will any claim for labor in removing or replacing defective parts or for incidental or consequential damages be allowed.
No warranty is made as to Products which have not been installed, operated or maintained in accordance with Seller's instructions or the instructions contained in its operations or maintenance manuals when furnished by Seller, or which have been subject to misuse, abuse, accident or alteration or to improper or negligent use, maintenance, storage, transportation or handling.
Products not manufactured by Seller which are sold by Seller are covered exclusively by the original manufacturer's warranty and Seller may, at its option, assign to Buyer its warranty claims against the original manufacturer of defective Products in full settlement of Buyer's possible claims against Seller with regard to such Products.
Where Buyer is a distributor, financing company or similar entity acting for or on behalf of the initial user of the equipment, the warranty is transferable to the initial user only. In all other cases, the warranty is limited to the Buyer and is not transferable unless agreed to in writing by the Seller.
Caveat Emptor: The Warranty contained herein is exclusive and expressly in lieu of all other warranties, written, oral, implied or statutory, including but not limited to express or implied warranties of merchantability or of fitness. In addition, Seller shall not be liable for any loss, damage or injury of any nature, whether direct, indirect or consequential, in connection with or resulting from use of the Products.

Cancellation:

Seller shall have the right to cancel an order if at any time Buyer does not strictly comply with all the terms and conditions contained herein or if Buyer's credit standing is at any time disapproved by Seller by giving written notice of this decision to Buyer.
Contracts shall not otherwise be subject to cancellation without Seller's written consent.
In the event that cancellation of an unfinished contract is accepted in writing by Seller, Buyer agrees to pay without delay the full contract price for all delivered Products, suitable cancellation charges for any unfinished portion of the contract (taking into account actual expenditures by Seller, including but not limited to overhead charges) and reasonable profit on the unfinished portion of the contract.

Acceptance of Products and Return Policy

Buyer is deemed to have accepted the Products unless the Seller receives written notice within ten (10) days after delivery of Products.
Buyer shall report in writing any discrepancy in shipment or damage within ten (10) days after delivery. Buyer waives any right to revoke acceptance thereafter.
No item is to be returned without first obtaining a Return Material Authorization (RMA) number from the Seller, which may be issued by the Seller at its sole discretion.
At its option, Seller will accept returns for partial credit or refund only if the Products are standard production, in “as new” and unused condition, and in original packaging.
No item may be returned after 30 days from the original invoice date.
A restocking charge will apply to all Products returned under the Seller’s RMA number.
Shipments that are “Refused” by the Buyer are subject to a restocking charge.
Special orders are not subject to return.
Products preauthorized for return shall have insurance and freight paid.
All items returned for service shall require payment of an Evaluation Fee. Payment of this fee is also required for items that are returned yet are found to be operating properly. The Evaluation Fee is waived for Warranty Service only.

General:

In the case of Product being classified under US export regulations, their sale and delivery are subject to authorization to be granted by the US Government. As consequence of the foregoing and whenever the date of acceptance of the Purchase Order and the forecasted date of delivery, the sale shall be deemed as concluded and the delivery of the Product shall not occur unless a valid license for purpose is received by Lynred USA. Notwithstanding any contrary provisions, no indemnity, indemnification, penalty or compensation shall be due by Lynred USA to the customer in case the US Government does not grant the license, what is agreed without reserve by the customer
The transaction between Buyer and Seller shall be governed by the laws of the State of New Jersey. Buyer agrees to submit to the jurisdiction and venue of the federal or state courts of the state of New Jersey for any disputes, claims or causes of action involving these Conditions of Sale. Buyer agrees to abide the laws of the United States and any applicable state laws.
No agent, salesman, or distributor has any authority to obligate Seller by any terms, stipulations or conditions not herein expressed.
Neither the warranty nor any other provision stated herein entitles Buyer or any third party to damages, direct or consequential, for personal injury arising from the installation, operation, servicing or use of the Products and Buyer agrees to assist Seller and to hold the Seller harmless in effectuation of this provision.
Buyer shall advise Seller immediately of anything herein that Buyer does not assent to as a condition governing transactions between Buyer and Seller.
As a responsible and compliant company with international ethical standards, as further set forth in the “Lynred Group Ethical Guidelines” available on the Seller website, at the following web address: http://www.lynred-usa.com/company/ethical-guidelines-2/, the Seller is not selling or liaising with any company infringing anti-corruption laws or regulations. As a consequence of the foregoing, by ordering Products, the Buyer solemnly declares that (i) it has not infringed any anti-corruption laws or regulations; (ii) neither it, its representatives nor its executive managers have been, to the best of its knowledge, subject to civil or criminal sanctions, in France or abroad, for infringement of anti-corruption laws or regulations; and (iii) no investigation or proceedings which could lead to such sanctions have been brought against it or against such person. The Buyer warrants that it complies with the legal provisions against corruption in accordance with the OECD Convention of 1997 and the United Nations Convention against Corruption (UNCAC) of 2003. The Buyer further warrants that it has not granted and shall not grant, directly or indirectly, any gift, present, payment, remuneration or benefit whatsoever aiming at getting or as counterpart to any Contracts executions or Products deliveries by the Seller. The Buyer shall inform the Seller Chairman of any gift, present, payment, remuneration or benefit whatsoever that it may grant, directly or indirectly grant to any employee, executive manager or representative of the Seller or of its affiliates or to any people that may influence their decision within the frame of the execution or performance of any contracts or Products deliveries from the Seller. In the event of failure to comply with this clause, the Seller shall automatically have the right to terminate the contract, order, and any pending Product delivery with immediate effect and without compensation to the Buyer, without prejudice to any remedies the Seller claim to the Buyer as consequence thereof.
The sale, resale or other disposition of Products and any related technology or documentation are subject to the US Government Export Control laws. Buyer agrees to comply with all such laws, regulations and orders and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Buyer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
Buyer is responsible for any charges incurred by the Seller to conclude the sale. This includes, but is not limited to: Bank Fees, Charge Backs, Brokerage Fees, Shipping Fees, Collections Fees, Attorney’s Fees.
If statements or advice, technical or otherwise, are offered or given to Buyer, such statements or advice shall be deemed to be given as an accommodation to Buyer and without charge and Seller shall have no responsibility or liability for the content or use of such statements or advice.
If an order includes software or other intellectual property, such software or other intellectual property is provided by Seller to Buyer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.
Seller reserves the right to discontinue parts from time to time and acknowledgement of a Buyer's purchase order in no way obligates Seller to furnish any particular part after completion of the acknowledged purchase order.
Buyer agrees to indemnify the Seller and hold the Seller harmless from all legal expenses that may be incurred as well as all damages and costs that may finally be assessed against the Seller in any action for infringement of any US Letters Patent based on the Buyer's use or application by such Products delivered hereunder. The Seller agrees promptly to inform the Buyer of any claim for liability made against the Seller with respect to such Products and the Seller agrees to cooperate with the Buyer in every way reasonably available to facilitate the defense against any such claim.