Standard Terms and Conditions of Sale (“Terms”)

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Dynasil Fused Silica Standard Terms and Conditions of Sale (“Terms”)

The following Terms shall apply to all orders from, and sales of products (“Products”) or services (“Services”) to customer (“Customer” or “Buyer”). Any acceptance of any Order of Customer is conditioned upon these terms. Any additional or different terms proposed by Customer in any document are objected to and shall not be binding upon Dynasil Fused Silica (“Seller”, “DFS”, or “Dynasil Fused Silica”) unless specifically agreed to in writing by Dynasil Fused Silica and in that case only for the Order, Product or Service mentioned.

  1. Orders

A purchase order submitted by a customer and/or a customer’s written acceptance of a quotation for goods or services are considered an order for Dynasil Fused Silica’s goods or services (“Order(s)”). An Order acknowledgement will be sent for all purchase orders or written acceptances of our quotation for goods or services within 2 business days of receipt of the purchase order or written acceptance.

An Order that allows multiple delivery dates over a period of time (“Blanket Order”) is valid as specified in Dynasil Fused Silica’s quotation to the Customer but may not exceed more than one (1) year from the original Order date. After a Blanket Order has expired beyond the completion date on the Order, DFS reserves the right, at the Customer’s expense, to invoice and ship all remaining Products not yet obtained by Customer per the Blanket Order. In the absence of shipping instructions from the Customer, Dynasil Fused Silica, on behalf of the Customer, shall exercise its own discretion as to the method of shipment to be used.

Customer changes to Orders are subject to Dynasil Fused Silica approval and must be made by written notice, including drawings and specifications for manufactured Products, location of delivery, or other change. If such changes affect unit cost, cost of ordered material, or cost of labor already implemented, DFS will negotiate with the Customer, in good faith, an agreed adjustment to the price, delivery date, or both because of a change.

Dynasil Fused Silica reserves the right to reject any Buyer purchase order which does not contain a delivery schedule for all Products requested for purchase or contains delivery dates greater than 12 months from the original date of issuance of the purchase order.

2. Pricing

Quoted prices from Dynasil Fused Silica, unless revoked, are valid for 45 days. Dynasil Fused Silica will quote per Customer drawing, if no drawing is provided, DFS will default to MIL-PRF-13830 for unspecified features and required inspections. Pricing may be impacted by any mechanical, software or other change in design, manufacturing process, supply chain, specifications, materials or Product standards (including part substitutions or internal relocation of parts) which affects or potentially affects performance, reliability, function, safety, appearance, quality, dimensions, tolerances or any other specifications in Products.

All prices set forth in an applicable Order are valid for the specific order and subject to change for future orders.

All Orders are subject to shipping/handling charges.

In the event of any cancellation of an Order by either Party, Buyer shall pay to the Seller the reasonable costs and expenses (including labor, work in progress, overhead expenses, engineering expenses and all commitments to its suppliers) incurred by the Seller prior to receipt of notice of such cancellation, plus a reasonable rate of profit for similar work.

3. Delivery

All Products are shipped FOB West Berlin, NJ, unless otherwise specified. The Customer is responsible for any loss or damage to shipments after Dynasil Fused Silica has delivered the Products to any common carrier. Dynasil Fused Silica shall use reasonable efforts to ship Products at the times specified in the 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 Dynasil Fused Silica’s standard practice or mutually agreed upon method and will include itemized packing slips.

Customer shall give Dynasil Fused Silica written notice within sixty (60) days of receipt of Products, of defects to the Products. Customer will be deemed to have made final acceptance of the Products unless it provides such notice and furnishes written evidence or other documentation as required by Dynasil Fused Silica. Customer shall supply Dynasil Fused Silica with notice including both the date of receipt of Products and a description of the defect of the Products. Such defects shall be particularly stated as to their character or nature. After notice has been reviewed and accepted by Dynasil Fused Silica, a return authorization number shall be issued. Repack Products in a safe and proper manner, and mark return authorization number on all paperwork. No Products shall be accepted as returns without a return authorization number.

4. Payment

All Customer payments shall be due to Dynasil Fused Silica according to the terms listed on the Order, unless otherwise approved in writing by Dynasil Fused Silica. Payment terms shall be granted to Customer’s account at Dynasil Fused Silica’s discretion. Dynasil Fused Silica reserves the right to impose a credit limit on Customer’s account.

All payments must be made in U.S. Funds only. For banking information, please contact AR@dynasilfusedsilica.com.

The following payment options are available and at the discretion of Dynasil Fused Silica:

  • Check or Money Order: Must be made in US dollars and drawn on a US bank.
    • Credit Card: MasterCard, Visa, Discover, American Express, greater than $15,000 needs advanced approval. There will be a fee of approximately 3% on all charges with a minimum of $20.
    • ACH payment: Customer is responsible for any fees charged by Customer’s bank.
    • Bank Wire Transfer: Customer is responsible for any fees charged by Customer’s bank.

Service Charge may be levied on unpaid invoices at the discretion of Dynasil Fused Silica. 

Any invoice that is unpaid by the Customer more than 60 days after the agreed upon payment term shall be deemed in default and may, at the option of DFS, be referred to attorneys for collection. In the event a Customer’s account, or any part thereof, is referred to attorneys for collection, Customer agrees to be responsible for all costs of collection including reasonable attorneys’ fees claimed by DFS.

5. Indemnification

To the fullest extent permitted by law, and to the limits of proceeds paid by applicable policies of insurance, the Customer shall save, defend, indemnify and hold harmless Dynasil Fused Silica and its contractors, consultants, officers, directors, disclosed agents, and employees from and against claims, damages, losses and expenses, including but not limited to reasonable attorney’s fees and expenses, arising out of or resulting from performance of this Agreement, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property other than the purchased item itself, caused by the acts or omissions of Customer or its contractors, consultants, disclosed agents, or employees, and anyone directly or indirectly contracted or employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense, but only to the extent of the negligent acts or omissions of Customer or its contractors, consultants, disclosed agents, or employees, and anyone directly or indirectly contracted or employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this agreement. In claims against any person indemnified hereunder by an employee of the Customer, its contractors, consultants, disclosed agents, employees or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this article shall not be restricted by a limitation on amount or type of damages, compensation, or benefits payable by or for the Customer or its contracts, consultants, agents, or employees under workers’ compensation acts, disability benefit acts or other employee benefit acts.

6. Liability Limitations

In no event will Dynasil Fused Silica be liable for loss of profits or for any other indirect, special or consequential damages in connection with or arising out of the furnishing, performance or use of the Products. Dynasil Fused Silica’s total liability, if any, including but not limited to liability arising out of contract, tort, and breach of warranty or conditions, infringement or otherwise, shall not exceed the amounts paid by customer to Dynasil Fused Silica under the particular order or invoice in dispute.

7. Warranty Limitations

Dynasil Fused Silica makes no warranties express or implied. Customer’s sole remedy will be to notify Dynasil Fused Silica in accordance with Term 3 of these Terms, and Dynasil Fused Silica will at its option either promptly repair or replace the non-conforming Product with a Product which conforms to the warranty or refund the Price of the non-conforming Product.

8. Intellectual Property and Proprietary Rights

Customer assumes liability for all patent and copyright infringement when Products are made to Customer’s specifications and will hold Dynasil Fused Silica harmless in all such events. Intellectual and industrial property rights of any kind including patents, trade secrets, supplementary protection certificates, rights in know-how, registered and unregistered trademarks and designs, models, rights to prevent passing off or unfair competition and copyright, database rights, topography rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing, in all countries in the world and together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions developed in the manufacture or service of a Product at Dynasil Fused Silica is the sole property of Dynasil Fused Silica.

9. Termination

Without limiting any other right, we may have to terminate an Order. We may terminate an Order immediately by giving you written notice if you (a.) commit a material breach of these Terms; (b.) have a receiver, administrator or liquidator (provisional or otherwise) appointed; (c.) are subject to a notice of intention to appoint an administrator or any other resolution on insolvency; (d.) pass a resolution for your winding-up; (e.) have a winding up order made by a court in respect of you; (f.) enter into any composition or arrangement with creditors; (g.) cease to carry on business; (h.) are the subject of anything similar or equivalent to that set out in (a.) to (g.) under any applicable laws; or (i.) you are subject to any change of control and you fail to notify us immediately upon the occurrence of any such event or circumstance.

Following expiry or termination of the Order:

  • The Buyer shall pay to Dynasil Fused Silica the reasonable costs and expenses (including labor, work in progress, overhead expenses, engineering expenses and all commitments to its suppliers) incurred by the Seller prior to receipt of notice of such termination, plus a reasonable rate of profit for similar work; and
  • any terms which expressly or impliedly continue to have effect after expiry or termination of the Order will continue in force; and
  • all other rights and obligations will immediately stop but will not affect any of your or our rights, obligations, claims and liabilities which may exist prior to the date of expiry or termination; and
  • each party will immediately stop using any information received by the other party in connection with Order that is not publicly available (“Confidential Information”) and will as soon as reasonably possible, if requested to do so, return to the other party all of the other party’s Confidential Information (including all copies and extracts) in its possession or control or confirm its secure destruction; and
  • if necessary, each party may keep only the other party’s Confidential Information required to comply with any applicable law.

10. Force Majeure

Dynasil Fused Silica shall not be responsible to customer for costs incurred resulting from delay or failure to perform arising out of force majeure including: acts of God, acts or restraints of government authorities, fire, explosions, storms, wars, hostilities, blockades public disorders, quarantines, embargoes, strikes, loss or shortage of transportation facilities, or any other act or event that is not within Dynasil Fused Silica’s reasonable control which renders Dynasil Fused Silica unable to perform its obligations.

11. Applicable Law

These Terms shall be governed and construed in accordance with the laws of New Jersey, United States of America, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have between us regarding the Service.

All claims in respect of Products, Orders, or invoices and all matters arising out of any quote or Order or the use or performance of any Dynasil Fused Silica product, shall be governed by the laws of the State of New Jersey, and the Courts of the State of New Jersey shall have jurisdiction over all such matters and all parties, to which all customers consent by placing an Order. Claims for unpaid invoices made in small claims court, which in New Jersey is the Special Civil Part of the Superior Court, may, if made by Dynasil Fused Silica without a lawyer, include a claim for the maximum jurisdictional amount which amount will be deemed to cover Dynasil Fused Silica’s expenses of bringing the claim.

12. Notice

Notices and other communications provided for the purposes of an Order will be in writing, in English and delivered by email or by hand to the relevant party’s address as specified on the Order (or such other address which is notified to the other party in writing from time to time), in the case of a notice to us, marked for the attention of such person as we specify.

13. General

13.1           These Terms together with an Order constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:

13.1.1        neither party has entered the Order in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made by the first party or any other person) which is not expressly set out in the Order; and

13.1.2        nothing in Condition 13.1 will limit or exclude the liability of any person for fraud or fraudulent misrepresentation.

13.2           A party’s delay in exercising, partial exercising or failure to exercise a right or remedy under the Terms will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy.  A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it.

13.3           If any of the Terms is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such Term will be deemed to be severed from the Terms and this will not affect the remainder of the Terms which will continue in full force and effect.

13.4           Except to the extent otherwise specified in these Terms, variations to an Order must be agreed in writing and signed by both parties.

13.5           No partnership, agency or joint venture between the parties will be created by an Order.  

13.6           Each party agrees that it is an independent contractor and is entering into the Order as principal and not as agent for or for the benefit of any other person.

13.7           You may not assign, transfer, charge, hold on trust for any person or deal in any other manner with any of your rights under the Order any of your obligations under the Order. 

Terms not specifically stated herein shall be governed by established US trade customs.