Selling Policy

These terms ("Terms") are the entire agreement between you, the Buyer, and us, Imaging and Sensing Technology Corporation, for the sale of our products ("Products"). We expressly reject any different or additional terms proposed by you unless we expressly accept them in writing.

2. Order or Contract

A contract exists only after we accept your order at ISTC headquarters. Acceptance is conditioned on your acceptance of the Terms, which shall be established by written acknowledgment, retention of Products, or any payment.

3. Interpretation

The Terms and any contract will be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. The U.N. Convention on the International Sale of Goods will not apply. Our election to waive any term will not be deemed a waiver of any other Term, and we reserve the right to enforce any and all Terms. Stenographic and clerical errors are subject to correction. The invalidity of one Term will not affect the remaining Terms, which shall be interpreted to reflect the original Terms as closely as possible.

4. Quotations

An ISTC quotation is valid for 30 days from the date it is issued, unless otherwise stated in the quotation.

5. Prices

All prices are firm unless otherwise stated at the time of acceptance of your order.

6. Taxes

Prices do not include any present or future federal, state or local property, sales, use, excise, value added, or other taxes (other than taxes on ISTC's net income) applicable to any Product or contract or any services performed in connection therewith. Buyer will pay or reimburse any such taxes which ISTC or its contractors or suppliers pay.

7. Terms of Payment

Terms of payment are net 30 days from the date of invoice, unless otherwise stated in quotation or contract. If at any time in our judgment your financial condition so warrants or if you pay late, ISTC may require full or partial payment in advance. We may also stop Products in transit.

Late payments are subject to a late charge of the lesser of 1.5% per month or fraction thereof on the unpaid balance or the highest legal rate.

If you delay shipment, payments will be due no later than 30 days from date when we are prepared to ship or the date set forth in the accepted purchase order If you delay manufacture, payment will be made based on the adjusted contract price and percent of completion including any additional costs resulting from such delay.

8. Shipment

All shipments are F.O.B. Ex-works. If Product is shipped directly from an ISTC subvendor, such shipment will be made F.O.B. subvendor's dock.

ISTC will arrange for the mode of transportation and routing of shipments. Freight charges will be collect or prepaid and added to the invoice. If Buyer provides specific shipping instructions, ISTC will use reasonable efforts to meet such requirements but is not responsible if such instructions are not met. Title and risk of loss pass upon delivery. Buyer assumes all risk or loss or delay in shipping and must pursue any claims with the carrier. All claims for errors, shortages, or defective materials must be made within ten (10) business days after receipt of Products.

9. Loss, Damage or Delay

Shipping or drawing dates are estimates based on receipt of complete information with the order. If you or your designee must approve drawings, the drawings must be returned on ISTC’s schedule to maintain shipping schedule. Failure to return drawings on schedule or to submit complete information with an order will relieve ISTC from any liability to meet Product or drawing delivery dates for the period ISTC requires to overcome the effects of the delay.

10. Force Majeure

ISTC will not be liable for delay or failure to perform due to fire, flood, strike or other labor difficulty, act or omission of any governmental authority or of Buyer, riot, embargo, fuel, energy or utility shortage, shortage or delay in transportation, inability to obtain necessary labor, materials, or manufacturing facilities from usual sources, or any other cause beyond its reasonable control.

11. Warranty

ISTC warrants to Buyer only that Products will be free from defects in workmanship and material under normal use and service and will be of the kind described in ISTC's published or mutually agreed specification. If a Product fails to conform to this warranty within the time described in ISTC's Warranty Table for such Product, ISTC will, at its option repair, replace, or issue a credit for the Product to Buyer in accordance with the Warranty Table. ISTC will not be responsible for any warranty claim unless it receives prompt notice of any discovery by Buyer of a claimed defect and Buyer’s cooperation. All warranties are void if a Product is not stored, installed, operated, and maintained in accordance with ISTC's instructions and recommendations and standard industry practice. No employee or agent of ours is authorized to make any warranty other than that specifically set forth herein. You will include in contracts with your customers terms which limit recovery against us in accordance with the Terms.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS, OR ARISING FROM COURSE OF DEALING, SAMPLE, DESCRIPTION, OR USAGE OF TRADE.

The remedies provided above are the sole remedies for any failure of ISTC to comply with its obligations whether claims are based in contract, tort (including negligence), strict liability, or otherwise.

12. Limitation of Liability

ISTC, its contractors and suppliers at any tier, will not be liable in contract, tort (including negligence), strict liability, or otherwise for any special, indirect, incidental, punitive, or consequential damages, such as, but not limited to, loss of other property or equipment, loss of profits or revenue, loss of use of power system, cost of purchased or replacement power, claims of customers for service interruption or environmental damage. The liability of ISTC with respect to any Product, or anything done in connection therewith such as the manufacture, sale, delivery, resale, installation, repair or use of the Product or any related equipment will not exceed the price of the Product or part on which such liability is based. Any action against ISTC must be brought within 12 months after delivery of the applicable Product.

13. Patents

ISTC will defend or, at its option, settle any claim brought against Buyer arising out of a claim that any Product or part thereof manufactured by ISTC or its subsidiaries and furnished hereunder constitutes an infringement of any patent in force at time of sale in the United States, other than a claim covering a process or product thereof, or Products supplied according to a design other than that of ISTC. Any defense by ISTC will be in accordance with the following:

Marbella luxury hotelsISTC, at its option, and with the assistance and cooperation of te Buyer, will:

1. Defend any suits or proceedings brought against Buyer based upon such a claim of patent infringement if notified promptly in writing, and pay all direct damages and costs awarded against Buyer in a final judgment; or
2. Replace, at its own expense, the applicable Product or part with a non-infringing Product or part, modify the same to avoid infringement, or procure for Buyer the right to continue using such Product or part, or
3. Remove such Product or part and refund the purchase price.

The foregoing is the entire liability of ISTC with respect to patent infringement.

14. Termination by Buyer

Any order or contract may be terminated by Buyer only on written notice and upon payment of reasonable and proper termination charges, including but not limited to all costs identified to the order or contract which have been incurred up to the date of receipt of notice of termination, and in addition, 10% of the price will be added to compensate ISTC for disruptions in scheduling, planned production, and other indirect costs. Notwithstanding the foregoing, we may complete all Products within 30 days of completion.

15. Minimum Billing

The minimum billing charge will be $100.00 plus all charges in accordance with Section 8 (Shipment).

16. Returning Product

General

1. A return authorization must be obtained from an ISTC marketing representative to return any Products. An evaluation charge may apply to any returned Product. Returned Product is subject to a 20% restocking charge.
2. All Products shall be returned, transportation prepaid, to the address designated by the ITSC marketing representative. Products damaged in shipment are not subject to credit.
3. Title and risk of loss to returned Products remains with Buyer or its customer until the transaction is completed by ISTC.

17. No License

The sale of Products to Buyer conveys no license, either expressed or implied, for the design, manufacture, use or sale of Products based on ISTC proprietary designs.

18. Independent Contractors

You are an independent contractor and will not represent yourself as a agent of ours, and you may not incur or make any obligation on our behalf.

19. Export

rooms StrasbourgBuyer shall secure any required import certificates and statements, and shall perform all activities requested or required to legally export Products outside of the United States and import the Products into any jurisdiction. Without limiting the foregoing, Buyer represents and warrants that it has and will comply with all United States export control laws and regulations.