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These terms and conditions govern the sale of products (“Products”) by Sunex, Inc. (“Sunex”). These Terms and Conditions (the “Agreement”) take precedence over Customer’s additional or different terms and conditions. Acceptance by Customer is limited to these terms and conditions. Neither Sunex’s commencement of performance nor delivery shall be deemed or constituted as acceptance of Customer’s additional or different terms and conditions.
PERFORMANCE: Performance of any order received by Sunex is expressly conditioned upon acceptance by management at Sunex.
ORDER: a. Your issuance of a purchase order, or submission of an online order will be deemed to be an assent to these terms and to any terms contained in any Quotation we provide or have provided you. They supersede any inconsistent provisions contained on your purchase order. b. Orders cannot be cancelled without payment of a cancellation charge (which includes cost incurred up to the cancellation notice is officially received in written form and overhead cost). c. Minimum purchase quantity may apply for certain items.
PRICE: a. All prices listed on this site or quoted to individual Customers are subject to change. In the event that a price change occurs at any time during the performance of a contract by Sunex, we will notify you before charging you the new prices. Prices include standard packaging. Extra charges will be added for special packaging. b. The prices quoted in this price list do not include any federal, state or local taxes, or other governmental charges, which, when applicable, will be applied to the prices set forth herein. c. We are not responsible for misprints, and reserve the right to correct misprints. d. Because we manufacture or subcontract the manufacturing of our products overseas, currency exchange rate can significantly impact our costs. We reserve the rights to adjust our prices based on the current exchange rates.
TAXES: We collect sales tax on shipments to CA addresses, unless the purchaser supplies us with a signed official state sales tax exemption certificate with the order. Purchasers outside CA are responsible for their state or local sales/use tax, if any, and any other taxes payable by reason of this transaction. CUSTOMS: Customer is responsible for all US and/or any other country customs charges (including any outbound customs fees if applicable).
SHIPMENT: All prices quoted or printed by Sunex are EXWORKS (SUNEX premises in Shanghai/Kunshan, China or Carlsbad USA) or those of our suppliers. If shipped from China, export is assumed. Customer agrees that all freight, express and delivery charges shall be paid by Customer and shall not be subject to discount. Delivery will be deemed complete and risk of loss or damage to the Products will pass to Customer upon delivery to the carrier. Unless merchant and customer specifically agree otherwise in writing, all shipments are packaged and shipped via methods selected by us. You understand that any date of delivery is only an estimate and we will have no liability for late or partial deliveries.
DESIGN AND Tooling: In certain cases, custom designs and tools must be specially designed and fabricated in order to supply Customer with required goods, we will inform you the design and tool charge. Unless otherwise agreed in writing, Sunex owns all intellectual property rights to the design. The customer will receive a royalty-free, non-exclusive, non-transferable license if the design NRE is paid fully by the customer. Customer is required to pay 50% of the total tooling charge at the time of order placement, and the balance 50% upon approval of the samples made with the tool. Title to all specially designed tools shall remain with Sunex, and it is understood that Sunex may alter said tools or incorporate same into other manufacturing processes engaged in by Sunex.
Inspection and Acceptance: a. Customer shall have the right to inspect the goods at the time and place of delivery before paying for or accepting them. b. The Products shall be deemed accepted by Customer unless notice of defects is received within thirty (30) days of shipping thereof and the Product is returned to Sunex within sixty (60) days of shipping. c. In the event that Customer claims that goods do not conform to contract specifications, and Sunex, after inspecting the goods, determines that the goods do not conform to the contract, Sunex will either replace the nonconforming goods or accept a return of said goods and credit Customer’s account. Sunex’s exclusive obligations with respect to a non-conforming Product shall be, at Sunex’s option, to repair and replace the Product, if it is determined to be defective, or to refund Customer the purchase price paid for the Product. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE FOREGOING IS Customer’s SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY BY SUNEX WITH RESPECT TO THE PRODUCT. Refunds are issued by check for pre-paid merchandise. Credit order refunds are issued to the credit card or Account to which the merchandise was charged. Restocking charges of up to 25% may be applied.
Product Return Procedure:
PaymenT: a. Payment shall be due thirty (30) days after the date of the invoice unless otherwise specified on the front of this invoice. Sunex may invoice each shipment separately and each shipment shall be considered a separate and individual contract. b. All late payments shall be charged interest computed on a daily basis from the due date until paid in full at the rate of one and one-half percent (1 ½ %) per month or the maximum rate permitted by law, whichever is less. c. All shipments shall be freight collect. The carrier will be selected by Sunex in the absence of specific instructions by Customer. In no event shall Sunex be liable for any delay in delivery, nor shall the carrier be deemed an agent of Sunex. d. Sunex reserves the right to establish and/or change credit and payment terms extended to Customer when, in Sunex’s sole opinion, Customer’s financial condition or previous payment record warrants action. Further, on delinquent account, Sunex shall not be obligated to continue performance under any agreement with Customer. e. Sunex retains security interest in the Products delivered to Customer, and in their accessories, replacements, accessions, proceeds and products, including accounts receivable (collectively, the “Collateral”) to secure payment of all amounts due under this Agreement. If Customer fails to pay any amount when due, Sunex shall have the right to collect all money back-owned with interest and legal expenses associated with its effort to make the collection. Furthermore. Sunex has the right to repossess and remove all or any part of the Collateral from Customer, but not from Customer’s customers. Any repossession or removal shall be without prejudice to any other remedy of Sunex hereunder, at law or equity. Customer agrees, from time to time, to take any act and execute and deliver any document (including, without limitation, financing statements) reasonably requested by Sunex to transfer, create, perfect, preserve, protect and enforce this security interest.
PaymenT by credit card: All payment by credit cards is subject to a 3.5% surcharge with the exception of online orders placed thru our optics-online.com website.
Warranty: a. Sunex warrants all to Customer that all Products will conform to and perform in accordance with the applicable current specifications issued by Sunex. b. Replacement Products shall be warranted as set forth above. c. This warranty shall not apply to any Product that shall have been subject to misuse, abuse, accident, disaster, improper cleaning or which has been used contrary to current instructions. d. THE FOREGOING WARRANTIES ARE THE SOLE WARRANTIES, EXPRESS OR IMPLIED, GIVEN BY SUNEX IN CONNECTION WITH THE PRODUCTS, AND SUNEX DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. e. Sunex assumes no liability for consequential damages, anticipated or lost profits, incidental damages, loss of time, or other losses incurred by Customer or any third party in connection with the Products. IMPORTANT: Other than as expressly set forth above or as contained in any express warranties provided with products and the extent permitted by law, the seller makes no warranties, express or implied, including warranties of merchantability or fitness of the merchandise for any particular purpose. The seller shall not be liable for loss or damage arising directly from the use of any item it sells or for any incidental or consequential damages.
Statute of Limitations: No action by Customer may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.
Limitations of Liability: The liability of Sunex hereunder for all claims shall not exceed the sum of Customer’s payments for the Products which are subject of the dispute.
Force Majeure: Except for the payment of money, neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent that delay or failure is caused by causes beyond its control (“Force Majeure Conditions”), including, but not limited to, fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, act of omission of carriers or other similar causes. If any Force Majeure Condition occur, the party delayed or unable to perform (“Delayed Party”) shall give immediate notice to the other party (“Affected Party”), and the Affected Party, shall be excused from performance under this Agreement for the duration of the Force Majeure Condition, provided, however, that the Affected Party shall take all reasonable steps and cooperate with the Delayed Party to avoid or remove the cause of non-performance and shall resume performance hereunder with dispatch when the cause is removed; and provided further that if the Delayed Party cannot within sixty (60) days remove the cause of non-performance, the Affected Party may terminate this Agreement.
INTERNATIONAL ORDERS: All exports are subject to the jurisdiction of the US Dept. of State, US Dept. of Commerce, and other US governmental organizations. Our commodities, technologies, and software are exported from the US in accordance with applicable US laws and regulations, including Export Administration Regulations. Re-export or diversion contrary to U.S. law is prohibited. Certain categories of products and technology require an export license and/or investigation of the ultimate destination and uses to which they will be put before being eligible for export. You agree to cooperate with such investigation to the extent required by US law. All terms of International Orders are subject to change without notice.
OPTIONS FOR INTERNATIONAL ORDERS:
Entire Agreement: This Agreement shall constitute the entire Agreement between the parties with respect to the subject matter of this Agreement and shall not be modified or rescinded, except by a writing signed by Sunex and Customer. The provisions of this Agreement supersede all prior oral and written quotations, communications, agreements, and understanding of the parties with respect to the subject matter of this Agreement.
GOVERNING LAW: The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the State of California. Sunex and Customer specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement. The parties hereto agree that any suits, actions or proceedings arising out of this Agreement that may be instituted by any party hereto shall be instituted only in the state or Federal courts on the city of San Diego, state of California, and the parties hereto do hereby consent to the jurisdiction of those courts and waive any objection which they may now have to venue of those suits, actions or proceedings.