Standard Terms and Conditions of Sale

Lumencor Document Number 52-10016
APPLICABLE PARTIES: Original Equipment Manufacturers, Engineering Firms & Custom Light Engine Customers

Binding Contract: Sole Terms.The following standard terms & conditions (Terms), together with Lumencor’s Quotation (which shall dominate over any conflicting provisions in these Terms and Conditions) and all riders and attachments hereto (collectively, “Agreement”), govern the purchase and sale of Lumencor’s products and constitute the entire agreement and understanding of the purchaser of the products (Buyer) and Lumencor. Buyer’s issuance of a purchase order to Lumencor or acceptance of delivery for products provided hereunder shall constitute Buyer’s acceptance of all Terms.These Terms shall take precedence over any of Buyer’s additional or different terms and conditions which are hereby rejected and shall be void.

Price: The price for any product shall be the price stated in Lumencor’s Quotation and shall be valid for 30 days unless otherwise stated in Lumencor’s quotation. Prices stated are exclusive of taxes, fees, licenses, duties, levies, transportation charges, freight and insurance which are the responsibility of the Buyer and will be billed along with the prices quoted or invoiced. Shipments are Ex Works (Incoterms 2000) Lumencor, Beaverton, Oregon, at which point all risk of loss or damage shall transfer to Buyer.

Materials Escalation Clause: If, during the performance of this agreement, the price of material significantly increases or decreases due to supply chain stresses through no fault of the supplier, the product transfer price to the buyer shall be equitably adjusted by an amount reasonably necessary to cover any such significant price change. As used herein, a significant or material price change shall mean any pricing change equal to or exceeding 5% experienced by Lumencor from the date of the order agreement acceptance by Lumencor. Such documentation shall preserve Lumencor’s supply-side confidentiality consistent with historical practices. Where the delivery of enclosed product is delayed, through no fault of the supplier, as a result of the shortage or unavailability of parts, Lumencor shall not be liable for any additional costs or damages associated with such delay(s).

Payment Terms: Payment terms are 30 days from date of invoice. Late charges may be added to invoices not paid within the 30 day time period at a rate of 1% per month or the maximum legal rate whichever is the lower. Payment must be in US dollars.

Restocking Service: Should any standard light engine product meeting both the Buyer’s purchase order specifications and Lumencor’s certificate of conformance be returned at the Buyer’s discretion, 10% of the applicable invoice amount will be charged the Buyer for the restocking service.This service is not available for customized product.

Delivery, Title and Risk of Loss: Lumencor will use reasonable effort to ship Products within a reasonable time after ordered or, if shipment date is indicated in Lumencor’s quotation, on or before such date. Lumencor may make delivery in installments and each installment shall be deemed to be a separate sale for which Lumencor shall invoice and Buyer shall pay separately.

Expedited Delivery: Lumencor’s delivery of standard product is typically 30 days ARO. Requests for expedited delivery in- cur an additional 15% expediting fee. Customer requests for advanced shipment of existing scheduled product are accommodated at the manufacturer’s discretion.

Proprietary Designs: All of the engineering and/or product development resulting from Lumencor's endeavors, in pursuit of fulfilling the requirements of a mutually agreed upon specification, shall be considered as Lumencor's proprietary information, none of which may be used to acquire light engines from a competing entity; nor may that information be used by Buyer to produce illuminators without the expressed written consent of Lumencor.

Inspection and Acceptance: Buyer must report all claims for damaged, missing or defective Product in writing within 15 days from the date of receipt of Product. Buyer must promptly return a rejected product to Lumencor, shipment prepaid, accompanied by a valid return authorization number obtained from Lumencor.At its option Lumencor may repair Product or replace Product with an identical or substantially similar product or refund the purchase price.

Early Cancellation Penalty: Lumencor will deliver at least 90% of the scheduled light engines meeting the applicable specification during every quarter covered by the purchase order. In the event of early cancellation or reduction in order, from the quantity specified in the quotation, Buyer shall be invoiced 30% of the purchase price of the product Buyer fails to accept. Further, Buyer shall be back invoiced for product shipped against the existing purchase order at a revised unit-selling price commensurate with the price/quantity terms of the quotation.

Infringement Disclaimer: Lumencor Products may be used for a wide range of applications some of which may require licenses from third parties. Lumencor’s sale or other transfer of its Products does not convey right or license under any third party patent or other intellectual property right. If the intended use as set forth in the Terms or other documentation of any other Product sold by Lumencor to Buyer becomes the subject of a third party suit alleging that such use infringes a valid US patent of such third party, Buyer shall promptly notify Lumencor in writing of such infringement claim and upon receipt Lumencor shall, at its sole discretion, have the right to: (i) procure for Buyer the right to continue the use of the Lumencor Product, or (ii) replace or modify said Lumencor Product so that the intended use becomes non-infringing: or (iii) require Buyer to return said Lumencor Product that is the subject of the infringement claim and upon return, refund to Buyer the price paid for the returned Product pro rated based on the period of time from the receipt of Lumencor Product to return using three year straight line depreciation.

Warranty on Light Engines: Lumencor shall, for a period of twenty four (24) months from Buyer’s receipt of Product, at Lumencor’s option, repair or replace Product not in conformity with the Buyer’s specification by reason of defective material provided the Product is used and maintained under normal conditions and returned, shipment prepaid.This warranty does not extend to products that have been subject to misuse, accident, tampering or improper installation.This warranty is in lieu of all other warranties, express or implied all of which are hereby disclaimed and excluded by Lumencor, including, with- out limitation, any warranty of merchantability or fitness for a particular purpose or use and all obligations or liabilities on the part of Lumencor for damages arising out of or in connection with use, repair, or performance of the products. Lumencor shall not be liable for consequential or indirect damage suffered by the distributor or manufacturer. Consequential/indirect damage is understood to mean all damage which is not direct damage, including but not limited to, loss of profit, loss of information/data files, non-material damage and missed savings.

Warranty on Accessories: Accessories including (but not limited to) liquid light guides, optical fibers, collimators, cables and control tablets are not covered by the warranties attached to Light Engines.All accessories supplied are functional and fit for purpose at the time they are shipped.Accessory purchases that Buyer considers to be damaged or defective may be replaced or refunded if the condition is reported to Lumencor within 15 days of receipt of shipment (Inspection and Acceptance, above).After this 15 day period, Lumencor will provide replacements for these items only on receipt of a valid purchase order. Upon Buyer’s request, a return material authorization will be issued for an evaluation return of the original accessory. Upon receipt, if the accessory is found to be defective in a way that can be reasonably linked to the condition in which it was originally shipped by Lumencor, a credit will be issued for the value of the replacement item. If the accessory is found to be either not defective, or defective due to treatment by Buyer, it will be returned to Buyer and an invoice will be issued against the purchase order for the replacement item.

Export Laws: Buyer agrees to comply with all export laws, restrictions and regulations of the United States and its sovereign agencies and authorities.

Applicable law: Any contract between Lumencor and Buyer relating to Product, including the Terms, and any disputes relating thereto shall be governed by and construed in accordance with the laws of the State of Oregon, U.S.A. without reference to conflict of the law provisions in the Federal and State courts of Oregon.

Publicity: Buyer agrees that Lumencor may publicly identify Buyer as a user of its Products.