All sales made by Edmund Optics, Singapore Pte Ltd (“Seller”) to the buyer (“Buyer”) are expressly conditioned on Buyer's acceptance of the following terms and conditions. Seller will not be bound by any terms of Buyer's purchase order or other acknowledgement form that are inconsistent with the terms herein. These terms and conditions may only be amended or waived in writing signed by an authorized representative of Seller. Neither Seller's commencement or performance nor delivery shall be deemed or construed as acceptance of Buyer’s additional or different terms and conditions.
All orders for Seller’s products (“Products”) shall be made by written purchase order sent to Seller, or by fax, e-mail, or via the web. All purchase orders shall be deemed to reference these terms and conditions. No purchase order shall be binding upon Seller until accepted in a sales order (“Sales Order”) duly issued by Seller, and Seller shall have no liability to Buyer with respect to purchase orders that are not so accepted by Seller. Buyer shall submit purchase orders to Seller in accordance with Seller’s lead times then in effect.
Requests for quotes can be sent to Seller by fax, e-mail, or via the web. Seller will issue quotes in writing to Buyer based on current pricing and availability. Quotes are not binding upon the Seller.
All quoted pricing is valid for thirty (30) days from issuance of quote. If the shipment date of the Products is not within ninety (90) days of the date of the Sales Order, all prices set forth in the Sales Order are subject to adjustment by Seller in accordance with its pricing policies in effect at the time of shipment. The price on the website or in the current catalog supersedes any previous website or catalog pricing. To the extent the price on the website differs from catalog pricing, the price on the website shall prevail. All prices are subject to change without notice.
Quoted pricing does not include any federal, state or local taxes, assessments or duties. Buyer shall promptly pay the amount of any present or future sales, use, or other similar tax (and all applicable interest or penalties) applicable to the sale of the Products hereunder, whether such amount is specified in the Sales Order, subsequently determined or recalculated. In lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.
After acceptance by the Seller, the Buyer’s order is not subject to cancellation, change, reduction in amounts, or suspension or delay of shipment, except with the Seller’s written consent. Cancellation of orders consented to by the Seller are subject to cancellation charges, based upon all expenses incurred by the Seller up to the time of cancellation. Such expenses include excess inventory of stock items that have been specifically allocated to the Buyer and that exceeds the Seller’s average inventory levels during a the relevant period, as determined in Seller’s sole discretion. Seller may cancel the order in the following cases: the Seller’s costs have exceeded selling price to Buyer; the Seller is unable to provide the Product due to factors beyond the Seller’s control.
Buyer shall indemnify, defend, and hold Seller, its subsidiaries and affiliates, and their respective officers, directors and employees, harmless from any liabilities and expenses, including reasonable attorneys’ fees, all expense of litigation and/or settlement, and court costs to the extent resulting from a claim alleging that any Product sold by Seller infringes the copyright, trademark, patent, trade secret or other intellectual property right of a third party due to specifications or requirements provided by Buyer.
Buyer at any time, by a written order, may request changes within the general scope of this contract; however, no changes are effective without written consent of Seller. If any such changes cause an increase or decrease in the cost of, or the time required for, any part of the work hereunder, an equitable adjustment shall be made by Seller by written Sales Order with amendment to the price or delivery schedule, or both.
Seller agrees to use its best efforts to meet scheduled delivery requirements. Seller shall not be liable for any delay in performance or in the shipment or delivery of goods or for any damages or excess costs suffered by Buyer by reason of such delay, if such delay is beyond the Seller’s and/or the Seller’s subcontractors or suppliers’ reasonable control. Such causes may include, but are not limited to, the direct or indirect result of, by, or in any manner arising from, fires, floods, epidemics, quarantine restrictions, accidents, civil unrest, war, acts of God, acts of the public enemy, acts of the Government in either its sovereign or contractual capacity, Governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, supplies, transportation and/or weather delays, or any other cause or causes similar in nature to any of those specified herein. Seller will, within a commercially reasonable time, notify Buyer of any schedule delay.
All Products are shipped F.O.B. shipping point or Ex-Works from origin, unless otherwise specified. Buyer is responsible for any loss or damage to shipments after Seller has delivered the Products to any common carrier. Seller shall use reasonable efforts to deliver Products at the times specified in the Sales Order, provided, however, that all delivery dates are estimates and deliveries may be made in installments. All Products delivered will be packaged in accordance with Seller’s standard practice or mutually agreed upon method and include itemized packing slips. Buyer shall accept or reject Products, including “Custom” Products, as promptly as feasible, but in any event within thirty (30) days after receipt, for failure to substantially conform to Seller’s published specifications, subject to provision of evidence to the Seller’s satisfaction. If Buyer fails to notify Seller in writing of its rejection and reasons thereof within such period, Buyer shall be conclusively deemed to have irrevocably accepted the Products.
LIMITED WARRANTY – IMPORTANT (AS STATED IN SELLER’S CATALOG AND WEBSITE):
The following payment methods to pay for the Products are at the option and in the discretion of Seller.
Shipment is based on availability of stock after payment is received.
(a) Seller shall control the delivery of, disclosure of and access to equipment, goods, technical data, information and other items to be delivered or made available under the Sales Order and Buyer acknowledges that certain Singapore and U.S. export control laws and regulations may apply to the performance of the Sales Order, including but not limited to the International Traffic in Arms Regulations (ITAR) (22 CFR 120, et seq.), the Export Administration Regulations (EAR) (15 CFR 730-774), regulations of the Bureau of Alcohol, Tobacco, and Firearms (BATF) (27 CFR 447, et seq.) the Singapore Regulation of Imports and Exports Act 1995 (as amended) and the Singapore Strategic Goods (Control) Act and its subsidiary legislation (collectively, the “Export Control Laws”). Buyer shall at all times comply with all applicable Export Control Laws. Without limiting the generality of the foregoing:
(b) Information furnished to Buyer under the Sales Order may contain technical data, as defined in the ITAR Part 120.10 (22 CFR 120.10). Buyer shall not export, disclose, or transfer any such technical data, relating to export-controlled items appearing on the U.S. Munitions List (USML) in the ITAR Part 121 (22 CFR 121), to any foreign person (whether in the United States or abroad), as defined in the ITAR Part 120.16 (22 CFR 120.16), without first complying with all relevant requirements of ITAR Parts 120-130 (22 CFR 120-130). This includes, but is not limited to the requirement for obtaining any written export authorization from the U.S. Department of State, Office of Defense Trade Controls (ODTC), or otherwise making and documenting the determination that an ITAR licensing exception or exemption applies, as the case may be. A downloadable copy of the ITAR is accessible at the ODTC website at https://www.pmddtc.state.gov.
(c) Buyer shall not export, temporarily import, re-export or retransfer any defense articles or export defense services to a foreign person in the U.S. or abroad without complying with all relevant requirements of ITAR Parts 120-130 (22 CFR 120-130) and other Export Control Laws, including the requirement to obtain any written export, temporary import or re-export or retransfer authorization from ODTC, or otherwise make and document the determination that a licensing exception or exemption applies, as the case may be.
(d) Buyer is further advised that if it engages in the United States or Singapore in the business of either manufacturing or exporting defense articles as defined in ITAR Part 120.6 (22 CFR 120.6) or defense services as defined in ITAR Part 120.9 (22 CFR 120.9), then Buyer is required by the ITAR Part 122 (22 CFR 122) to register with the ODTC using forms accessible at the ODTC website at https://www.pmddtc.state.gov. Manufacturers of defense articles who do not engage in exporting of same must nevertheless register with ODTC. Registration does not by itself confer export rights or privileges, but is generally a precondition to the issuance of any license or other approval by ODTC. Upon request by Seller, Buyer shall provide to Seller adequate proof of such registration or demonstrate that the registration is unnecessary or that an exception or exemption to such registration requirement applies to the Buyer.
(e) In addition to the foregoing requirements, information furnished to Buyer under the Sales Order may contain technical data, as defined in the EAR Part 772 (15 CFR 772) relating to export controlled items appearing on the Commerce Control List (CCL) in the EAR Part 774 (15 CFR 774). Buyer shall not export out of the U.S. or to a foreign national in the U.S., as defined in the EAR Part 772 (15 CFR 772), any such technical data without complying with all relevant requirements of the EAR Parts 730-774 (15 CFR 730-774), including the requirement to obtain any written export authorization from the U.S. Commerce Department, Bureau of Industry and Security (BIS), or to otherwise make and document the determination that a licensing exception or exemption applies, as the case may be. A downloadable copy of the EAR is accessible at the BIS website at https://www.bis.doc.gov/.
(f) Buyer shall not export out of the U.S., re-export from one foreign country to another foreign country or to a foreign national outside the U.S. any commodities, technology or software (as defined in the EAR Part 772 (15 CFR 772)) without complying with all relevant requirements of the EAR Parts 730-774 (15 CFR 730-774), including the requirement to obtain any written export authorization from BIS, or to otherwise make and document the determination that a licensing exception applies, as the case may be.
(g) Buyer shall not permanently import into the U.S. articles appearing on the BATF U.S. Munitions Import List at 27 CFR 447, Subpart C, without an approved import permit issued by BATF pursuant to 27 CFR Part 447, Subpart E, unless an exception or exemption applies. Additionally, if Buyer is engaged in the business, in the U.S., of importing articles appearing on the U.S. Munitions Import List, Buyer must register with BATF pursuant to 27 CFR Part 447, Subpart D. Downloadable copies of the BATF regulations and forms are accessible at the BATF website at https://www.atf.gov.
(h) If performance under the Sales Order requires the Buyer to export out of the U.S. machineguns, destructive devices, explosives, and certain other firearms, as defined in 27 CFR Part 479, Subpart B, Buyer shall not export such items out of the U.S. without an approved export permit issued by BATF pursuant to 27 CFR Part 478, Subpart K and 27 CFR Part 479, Subpart H. Buyer shall also obtain all necessary export licenses issued by the ODTC regarding such exports, if applicable.
(i) Notwithstanding anything to the contrary in the foregoing paragraphs, Buyer represents that it has obtained all registrations and licenses necessary to perform this sales transaction. Buyer shall not transfer any export controlled item, technical data, technology, or service, unless the Buyer is registered with appropriate U.S. and/or Singapore authorities and obtains all required export licenses, license exceptions, or license exemptions, as applicable.
Buyer hereby represents that neither Buyer nor any parent, subsidiary or affiliate of Buyer is included on any of the restricted party lists maintained by the Singapore Customs or the U.S. Government including, but not limited to the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security (BIS), or the List of Statutorily Debarred Parties maintained by the U.S. State Departments Directorate of Defense Trade Controls (collectively, “Restricted Party Lists”). Buyer shall immediately notify the Seller if Buyer, or any parent, subsidiary or affiliate of Buyer becomes listed on any Restricted Party List or if Buyers export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency.
(j) Buyer hereby indemnifies Seller and shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorneys’ fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of Buyer, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under the foregoing paragraphs.
Payment Options for International Orders
Please reference an Edmund Optics quotation or Pro forma invoice number on all payment transactions for quick processing
Bank Name:- CitiBank NA Singapore
Address:- 8 Marina View #16-01 Asia Square Tower 1 Singapore 018960
Bank Code:- 7214
Branch Code:- 001
Account No.:- 0-819681-007 (SGD)
Swift Code:- CITISGSG
Bank Charges:- SHARE
Shipment is based on availability of stock after payment is received
Shipping as per Ex-Works (Incoterms 2020): Singapore