IV. Terms and Conditions:
The Distributor purchases all products, spectrometers, fibers and accessories, etc… at the Distributor discount rate as indicated below according to the current distributor price schedule. The discounts are based on annual scorecard performances and will be reviewed at the beginning of each fiscal year. The subsequent year’s (12 months) discount will be adjusted according to Ocean Optics discount schedule and annual scorecard performance of the said distributor. Ocean Optics offers graduated discount levels based on scorecard performance. These discounts apply to the base spectrometer price (except for the spectrometer based systems), and the same percentage off of Ocean Optics’ gross margin on all other products. Gross margin is defined as the difference between Ocean Optics retail sales price and Ocean Optics Standard Cost.
A. Payment Terms: Net 30 days from the date of invoice within recommended credit limits recommended by an independent credit agency. Invoices will be send by email and 30days apply from that day. OO is free to set a higher as the recommended limit on its own risks according to internal policies. The Distributor will be informed about the credit limit set by OO. The excess of credit limit does not change the due date of raised invoices but may result in requesting prepayment or re-scheduling ship dates of further open orders.
Failure to pay within net 30 days results in a discount surcharge on invoice in question.
Net 60 days (30 days overdue) results in a 5% loss of discount.
Net 90 days (60 days overdue) results in a 10% loss of discount.
Net 120 days (90 days overdue) results in a 15% loss of discount.
Net 150 days (120 days overdue) results in 20% loss of discount and future orders will require pre-payment of goods.
Shipping Terms: EXWORKS, Ostfildern Germany or Orlando, FL.
EXWORKS defined: seller delivers when he places the goods at the disposal of the buyer at the seller's premises or another named place (i.e. works, factory, warehouse, etc.) not cleared for export and not loaded on any collecting vehicle. Buyer has to bear all costs and risks involved in taking the goods from the seller's premises.
Additional services such as custom declaration, COO, drop shipments or different payment terms such as LC, … are not within the scope of OO’s regular pricing.
B. Warranty Coverage:
• Spectrometers, light sources (excluding bulbs), sampling accessories – regardless of the application are covered for manufacturing defects for three (3) years from the date of purchase from Ocean Optics.
• STS Spectrometers and STS Developers Kit are covered for manufacturing defects for twelve (12) months from the date of purchase from Ocean Optics.
• Fibers and probes* are covered for manufacturing defects for twelve (12) months from the date of purchase from Ocean Optics.
• Repairs and upgrades are covered for manufacturing defects for six (6) months from the date of purchase from Ocean Optics.
Unless otherwise stated, all OEM products have a one-year warranty. The warranty covers parts and labor needed to repair manufacturing defects that occur during the warranty period. This Ocean Optics warranty protects the original owner only and is non-transferable to subsequent
Warranty is valid provided the system has not tampered or altered or damaged by the Distributor or the customer.
The Distributor will pay the cost of shipping for units sent to Ocean Optics for warranty repair. Ocean Optics will pay the cost of shipping for return to the Distributor.
C. All Ocean Optics distributors must maintain an up-to-date demonstration system according to their needs. Demonstration units are purchased off your current discount / price lists.
D. The Distributor shall develop and maintain the technical expertise and proficiency required to present and demonstrate Ocean Optics products. The Distributor will attend an initial training course offered by Ocean Optics. As new products are introduced, Ocean Optics may offer additional training upon both parties mutual consent. The Distributor is responsible for travel cost in attendance of the Distributor training.
E. Ocean Optics shall be solely responsible for the design, development, supply, production, and performance of its products and the protection of its trademarks. All trademarks, copyrights, and intellectual property is retained by Ocean Optics. The Distributor agrees to respect the copyrights, trademarks and other intellectual property of Ocean Optics.
F. Ocean Optics shall furnish the Distributor, at no expense to the Distributor, an initial quantity of literature and other material necessary for the promotion and sales of its products in the territory. The Distributor is expected to generate its own future promotional material.
G. Nothing in this agreement shall be construed to constitute the Distributor as the partner of Ocean Optics nor shall either party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions.
H. Ocean Optics, on receipt of proper documents from the Distributor, will provide reasonable assistance to the Distributor in filing claims with carriers and processing insurance claims for Products lost or damaged in transit. Shipping terms are – Exworks- Ostfildern Germany or Orlando, FL. as pointed out under IV.
I. The Distributor agrees to respect all confidential or proprietary information, whether written or oral, belonging to the Manufacturer and not to divulge such proprietary information to third parties during and after the term of this agreement for a period of seven (7) years. Each party expressly agrees that no information shall be deemed proprietary unless:
1) the party owning the information informs the other in writing that such information is proprietary before divulging it,
2) the party receiving the information agrees to receive it in writing, and
3) the information is not public knowledge and has not become public knowledge through an act of the party not owning the information.
J. The Distributor agrees to receive written approval from Ocean Optics prior to appointing / contracting their own respective distributors, resellers or dealers.