Terms

 

DFINE Technology Co., Ltd (DFINE) sells product only under the condition that Buyer fully accepts the Terms and Conditions of Sale stated in this document, unless otherwise specifically agreed to in writing by DFINE. In the absence of an alternate purchase agreement or contract, the Buyer's acceptance of any goods or services shall be deemed acceptance of these Terms and Conditions of Sale.

1. PRICING
a) All sales prices are in US dollars ($), unless specified in written quotation. DFINE reserves the right to change prices without notice, with exception to prices provided in a written, unexpired quotation, as provided by DFINE.
b) All price quotations expire ninety (90) days after the date of the written quotation. All prices quoted are valid only if Buyer's requested delivery date, including any change orders, is within six (6) months of the date on which the original order is accepted.
c) Unless otherwise stated in writing by both agreed, all prices quoted are on term of FCA. All additional freight charges are the responsibility of the Buyer, including, but not limited to accelerated shipping fees, insurance, customs, duties, taxes, and broker fees. If non-standard shipping chargers apply, freight will be pre-paid by DFINE and added to the invoice.

 

2. PAYMENT TERMS
a) All payments are to be made in US dollars ($). DFINE term of payment is net 30 days from date of invoice. The invoice date will not be earlier than actual date of shipment.
b) If the proper credit cannot be established or verified for the Buyer, the term of payment is that the balance be 100% paid in full prior to shipment. DFINE reserves the right to change the credit terms at any time.
c) If the Buyer is delinquent in the payment of any sum due DFINE, after thirty (30) days from the date of written notice to Buyer, then DFINE is not obligated to continue performance under any agreement with the Buyer.

3. SHIPPING
a) All delivery dates are estimated and are dependent in part upon prompt receipt of all necessary information to service an order. DFINE will make all reasonable efforts to meet the delivery date(s) quoted or acknowledged. DFINE is not liable for failure to meet any quoted or acknowledged delivery date(s).
b) All shipments are made Free Carrier (FCA). Buyer has the option to provide a shipping company and account number prior to date of shipment.
c) Unless otherwise agreed to in writing by DFINE, all products shall be packed for shipment and storage in accordance with standard commercial practices. All packing shall conform to requirements of carrier's tariffs.
d) Partial shipments will only be made under both parties agreement, and shall be invoiced as made, and payments, therefore, are subject to the terms of payment noted in section 2 of the terms and conditions.
e) DFINE reserves the right to make shipments in advance of the scheduled delivery date, unless the Buyer specifically requests in writing that early shipments not be made.

4. ORDER OF PRECEDENCE

a) Acceptance by Buyer is limited to these Terms and Conditions excepting when they are superseded by those appearing in an official DFINE quotation or purchase agreement, which is executed between DFINE and the Buyer. Buyer's additional or differing terms and conditions shall not apply.
b) Except as set forth in Section 4a, Buyer's purchase of DFINE products represents acceptance of DFINE’s Terms and Conditions of Sale, which constitute the entire understanding between the parties and supersede any previous communications, representations, or agreements by either party, whether verbal or written. No change or modification of these Terms and Conditions shall be valid or binding on either party unless in writing and signed by an authorized representative of each party.

5. CHANGE ORDERS and VARIATIONS
a) If the Buyer submits a change order less than twenty (20) days prior to scheduled shipment, change order may cause a delivery delay for which DFINE is not responsible.
b) Any change in delivery dates caused by the Buyer requesting an extended delivery date of greater than sixty (60) days from Buyer's original order will constitute a new order for the affected products. Buyer may be required to pay an adjusted unit price based on the quantity of all goods were acknowledged by DFINE under the original order. The most current product price and volume discounts will be applied to the new order.

6. ORDER CANCELLATION
a) For standard products and services, the Buyer may terminate or cancel its order no less than twenty (20) days advance written notice from the original scheduled shipment date. Cancellation charges may apply, which would take into account expenses already incurred and commitments already made by DFINE, including but not limited to: raw materials, work in process, and finished goods. For the purposes of this section, the date of termination or cancellation shall be the date on which the written notice of termination is received by DFINE.
b) If Buyer cancels an order for custom products at any time after the order has been acknowledged by DFINE, the Buyer may be subject to an additional charge following the same rules in section 6a.
c) For products or services ordered and acknowledged on a Non-Cancelable, Non-Returnable order, Buyer cannot cancel or return product without written approval by DFINE.
d) DFINE Technology reserves the full right to cancel any order with proper notification to the customer.

7. PRODUCT SPECIFICATIONS
a) Product specifications are applied at the time of receipt of the Buyers’ purchase order. DFINE reserves the right to change specifications with written notice to the Buyer.
b) Custom product specifications are agreed to by DFINE and the Buyer.

8. WARRANTY REPAIR
a) The warranty period is one-year for all products 100% covering manufacturing defects. The warranty period begins on the FCA date of shipment from DFINE.
b) All product repairs and maintenance must be performed by DFINE. If product has been tampered with or modified in anyway, the warranty is invalidated.
c) DFINE reserves the right to invalidate the warranty for any products that have been tampered with, used improperly or are damaged by causes external to the products, including (without limitation) shipping damage, power failure, fire, or accident or catastrophe of any nature.
d) All warranty returns must be authorized by DFINE. User must obtain a Return Material Authorization (RMA) number prior to shipment to DFINE.

e) DFINE will pay for the return shipping of warranty repaired products.

9. POST WARRANTY REPAIR
a) For any post-warranty repair service, the user must return the product to DFINE. User must acquire a Return Material Authorization (RMA) number prior to shipment to DFINE.
b) The Buyer shall prepay all shipping charges, custom broker fees, duties, and taxes. DFINE will refuse any freight collect shipments.
c) DFINE will provide an estimate for repair costs on all post warranty service. The Buyer must approve estimated repair costs with a purchase order before repairs will be performed. Estimates do not guarantee final cost of repair.
d) DFINE reserves the right to refuse repair on any products that have been tampered with, used improperly or are damaged by causes external to the products, including (without limitation) shipping damage, power failure, fire, or accident or catastrophe of any nature.

10. PROPRIETARY MATERIALS
a) DFINE has exclusive ownership of all specifications and designs in addition to any other intellectual property created by DFINE in the course of providing products to the Buyer.
b) All DFINE copyrighted materials and other proprietary materials (including designs and specifications) may not be copied without the written consent of DFINE. DFINE grants Buyer a nonexclusive license to use copyrighted and other proprietary materials only when operating the associated product manufactured by DFINE.