Standard Terms and Conditions of Sale
These terms and conditions govern the sale of Products (Product or Products) and provisions of
services (Services) by LEDdynamics, Inc. (LDI) and its affiliates. These terms and conditions
(Agreement) take precedence over Buyer’s supplemental or conflicting terms and conditions to which
notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall
be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions.
LDI’s failure to object to conflicting or additional terms will not change or add to the terms of this
agreement. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to
constitute acceptance of the terms and conditions contained herein. Their terms and conditions may
only be waived or amended in a written agreement signed by an authorized representative of the
All orders placed by Buyer are subject to acceptance by Seller. Orders may not be canceled or
rescheduled without Seller’s written consent. All orders must identify the products, unit quantities,
part numbers, applicable prices and requested delivery dates of the Products being purchased. Seller
may in its sole discretion allocate Product among its Customers. Seller may designate certain
Products and Services as non-cancelable, non-returnable (NCNR) and the sale of such Products shall
be subject to the special terms and conditions contained in Seller’s Customer Acknowledgment, which
shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.
a.) The prices of the Products are those prices specified on the front of the invoice. Pricing for
undelivered Products may be increased in the event of an increase in Seller’s cost, change in market
conditions, or any other causes beyond the Seller’s reasonable control. Price quotations shall
automatically expire in 30 days from the date issued, or as otherwise stated in the quotation and may
be canceled or amended within that period upon notice to the Buyer.
b.) Unless otherwise agreed to in writing by Seller , all prices quoted are exclusive of transportation
and insurance costs, duties, and all taxes including federal, state, and local sales, excise and value
added, goods and services taxes, and any other taxes. Buyer agrees to indemnify and hold Seller
harmless for any liability for tax in connection with the sale, as well as the collection or withholding
thereof, including penalties and interest thereon. When applicable, transportation and taxes shall
appear as separate items on Seller’s invoice.
1Payment may be made by check, money order, credit card, or wire transfer (all fees are borne by the
Buyer). Where Seller has extended credit to Buyer, terms of payment shall be net thirty (30) days
from date of invoice, without offset or deduction.
a.) For orders placed via LDI’s website, full payment is due promptly upon order placement. For other
orders, full payment is due promptly after invoicing whereby seller has not extended credit.
b.) On any past due invoice, Seller may impose interest at the rate of one and a half percent (1.5%)
c.) If Buyer fails to make each payment when it is due, Seller reserves the right to change or
withdraw credit and thereby suspend or cancel performance under any or all purchase orders or
agreements in which Seller has extended credit to Buyer. In the event of default by Buyer, Seller shall
be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court
costs and fees, and collections costs.
d.) Seller reserves the right to establish and/or change credit and payment terms extended to Buyer
when, in Seller’s sole opinion, Buyer’s financial condition or previous payment record warrants such
action. Further, on delinquent accounts, Seller shall not be obligated to continue performance under
any agreement with Buyer.
e.) Any payment received from Buyer may be applied by Seller against any obligation owing from
Buyer to Seller, regardless of any statement appearing on or referring to such payment, without
discharging Buyer’s liability from any additional amounts owing from Buyer to Seller, and the
acceptance by Seller of such payment shall not constitute a waiver of Seller’s right to pursue the
collection of any remaining balance.
4.) Delivery and Title:
All deliveries will be made FOB Randolph, VT, place of shipment. Title and risk of loss pass to the
Buyer upon delivery of the Product to the carrier. Seller’s delivery dates are estimates only and Seller
is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable
control of the seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any
part of an Order does not entitle Buyer to cancel other deliveries.
Shipments will be deemed to have been accepted by Buyer upon delivery of the said shipments to
buyer unless rejected upon receipt. Buyer shall perform all inspections and tests Buyer deems
necessary as promptly as possible but in no event later than 5 days after delivery of product, at
2which time Buyer will be deemed to have irrevocably accepted the Products. Any discrepancy in
shipment quantity must be reported within 5 days after delivery. Buyer may not return Products
without a return material authorization (RMA) number. RMA valid for 30 days from the date issued.
Buyer may not return NCNR Products. Any product returned by Buyer due to Buyer’s error may be
subject to a restocking charge equivalent to 100% of the value of such Product as specified in Seller’s
invoice to Buyer.
6.) Limited warranty:
Seller warrants to Buyer that Products purchased hereunder will conform to the applicable
specifications for such products. If Seller breaches this warranty, Buyer’s remedy is limited to (at
Seller’s election) (1) refund of Buyer’s purchase price for such Products (without interest), (2) repair
of such Products, or (3) replacement of such products; provided that the Products must be returned
to Seller, along with acceptable evidence of purchase, within 20 days from date of delivery,
transportation charges prepaid. No warranty will apply if the Product has been subject to misuse,
static discharge, neglect, accident or modification, or has been soldered.
SAVE AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ALL IMPLIED WARRANTIES,
TERMS AND CONDITIONS (WHETHER STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE
FULLESTEXTENT PERMITTED BY LAW. IN PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING
THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES AGAINST
7.) Limitation of Liabilities:
Buyer shall not be entitled to, and Seller shall not be liable for loss of profits or revenue, promotional
or manufacturing expenses, overheads, business interruption cost, loss of data, removal or
reinstallation costs, injury to reputation or loss of buyers, punitive damages, IPR infringement, loss of
contracts or orders or any indirect, special, incidental, or consequential damages of any nature.
Buyer’s recovery from Seller for any claim shall not exceed the purchase price paid for the affected
products irrespective of the nature of the claim whether in contract, tort, warrant, or otherwise.
Buyer will indemnify, defend, and hold Seller harmless from any claims based on (1) Seller’s
compliance with Buyer’s designs, specifications, or instruction, (2) modification of any products by
anyone other than seller, or (3) use in combination with other products.
8.) Export Control:
Buyer certifies that it will be the recipient of the Products to be delivered by Seller. Buyer
acknowledges that the Products are subject to the export/import control laws and regulations of
3various countries, including the Export Administration Laws of the United states. Products sold by
Seller cannot be transferred, sold, or re-exported to any part on the Entity List or Restricted Person
List of the U.S. Department of Commerce Bureau of Industry and Security, any party designated by
the U.S. Treasury Department’s Office of Foreign Assets Control, and any party debarred or
sanctioned for proliferation or terrorism reasons by the U.S. State Department.
9.) Use of Products:
Products sold by Seller are not designed, intended, or authorized for use in life support, life
sustaining, nuclear, or other applications in which the failure of such Products could reasonably be
expected to result in personal injury, loss of life, or catastrophic property damage. If Buyer uses or
sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at
Buyer’s sole risk; (2) Buyer agrees that Seller is not liable, in whole or in part, for any claim or
damage arising from such use; and (3) Buyer agrees to indemnify, defend, and hold Seller harmless
from and against any and all claims, damages, losses, costs, expenses, and liabilities arising out of or
in connection with such use or sale.
10.) Limitation Period:
No action by Buyer may be brought at any time for any reason against Seller more than twelve (12)
months after the facts occurred upon which the cause of action arose.
11.) Force Majeure:
Seller is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery
due to causes beyond Seller’s reasonable control including, but not limited to natural or artificial
disaster, riot, war, strike, delay by carrier, shortage of Product, acts of terrorism, delays in
transportation, or inability to obtain labor, materials or Products through its regular sources, which
shall be considered as an event of force majeure excusing Seller from performance and barring
remedies for non-performance. In an event of force majeure condition, the Seller’s time for
performance shall be extended for a period equal to the time lost as a consequence of the force
majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel
the remaining performance, without any liability or penalty, by giving notice of such cancellation to
12.) Technical Assistance or Advice:
If technical assistance or advice are offered or given to Buyer, such assistance or advice is given free
of charge and only as an accommodation to Buyer. Seller shall not be held liable for the content or
Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s
4representatives in connection with the Products or services constitute a representation or warranty,
express or implied.
a.) The laws of the State of Vermont will exclusively govern any dispute between Seller and Buyer.
b.) Buyer may not assign this agreement without the prior written consent of Seller. Seller or its
affiliates may perform the obligations under this Agreement. This Agreement is binding on successor
c.) Products, including software or other intellectual property, are subject to any applicable rights of
third parties, such as patents, copyrights, and/or user licenses.
14.) Evaluation Samples:
Unless agreed to in writing, all evaluation samples remain the property of Seller. Evaluation samples
are provided for a period not to exceed 30 days. Any sample retained for more than 30 days from
date of shipment shall be considered to have been purchased, and Buyer will be invoiced at full
catalog price plus shipping, handling, and other relevant expenses.
Terms and Conditions
Standard Terms and Conditions of Sale