Terms and Conditions

XSOF™

Terms and Conditions 

1.  Quotation and Orders: All quotations made and orders received are subject to these terms and conditions which shall take precedence over any terms and conditions whenever submitted by the customer and no alterations shall apply unless confirmed in writing by an authorized representative of  X Specialty Optical Fibers LLC (“XSOF™”). Quotes from XSOF™ are only valid for 30 days after date of quote. 

2.  Purchase Orders: Customer issuance of a purchase order will be deemed to be an assent to these terms and any terms contained in any Quotation we provide or have provided. They supersede any inconsistent provisions contained on any  purchase order. Purchase orders accepted by XSOF™ shall not be cancelled, terminated, suspended or altered without prior written mutual agreement between XSOF™ and the customer and a cancellation fee may apply. Orders for custom product are non-cancellable. All terms of International Orders are subject to change without notice. If you do not currently have an account with XSOF™, pre- payment for International Orders is required. 

3.  Blanket Orders: 

1.  Release requests for blanket orders with unscheduled release dates: The lead time for initial releases against a blanket order will be determined at time of order. Subsequent requests for release may require a replenishment lead time that can vary, order to order and by product. Requests for releases within six weeks of a requested ship date are subject to XSOF™ approval. 

2.  Change requests for blanket orders with scheduled release dates: Change requests to blanket orders with scheduled release dates must be received four weeks in advance of corresponding ship date. Change requests received within four weeks of corresponding ship date are subject to XSOF™ approval. 

4.  Prices: Prices quoted are FOB XSOF™ factory. Prices are subject to change without notice. XSOF™ also reserves the right to implement a reasonable surcharge in the event raw material costs fluctuate.

5.  Payment Terms: For customers having a current account with XSOF™, payment terms are Net 30 days from date of invoice. Payment may be made by wire transfer, check drawn on a U.S. bank, U.S. Money Order, Mastercard, Visa, or American Express. For customers who do not have a current account with XSOF™, Net 30 terms may be applied for by completing XSOF™’s Credit Application, with approval solely at XSOF™’s discretion. In the event credit is rejected, the customer will have Prepayment terms as outlined in line item 6. In the event XSOF™’s payment terms are not met, XSOF™ reserves the right to suspend future shipments to the customer until the customer has fulfilled its payment obligations to XSOF™. 

6.  For customers with Prepayment terms: Orders must be prepaid in full by check drawn on a bank in the U.S., wire transfer, U.S. Money Order, Mastercard, Visa, or American Express. Orders will not be entered into the XSOF™ production schedule until full prepayment is received. Once prepayment has been processed, XSOF™ will provide an estimated ship date to the customer. All XSOF™ shipments ship under the Incoterms of 2010.

7.  Risk of Loss: Risk of loss of or damage to the Product shall pass to the customer at the time XSOF™ notifies the customer that the Product is ready for shipment, and XSOF™ shall be entitled to invoice the customer. 

8.  Title to Products: Title to products (excluding Non-Recurring Engineering work), transfers from XSOF™ to the customer upon payment pursuant to item 4 above. The customer shall hold the products in a fiduciary capacity as bailee until payment has been received by XSOF™. Time of delivery shall not be of the essence however XSOF™ will make every effort to expedite delivery in accordance with the timescales quoted. XSOF™ shall have no liability for any loss whatsoever suffered by the customer as a result of late delivery. 

9.  Sales Tax, Use Tax, Other Taxes, Duties, Fees, Vats, Tariffs: XSOF™ does not collect or pay state sales or use taxes on its sales within the U.S. It is the responsibility of the customer to pay sales or use taxes that may be associated with purchases from XSOF™. When shipping internationally all orders are shipped Collect to the Customer’s shipping account, and Customer’s are responsible for any and all Taxes, VATs, Duties, Fees and/or Tariffs that may apply or be assessed.

10.  Partial Shipments: XSOF™ reserves the right to make partial shipments against an order. 

11.  Validation: The validity and interpretation of any Quotation and these terms and conditions shall be governed by the State of Virginia. The Vienna Convention on Contracts for the International Sale of Goods is excluded from and shall not apply to these Terms and Conditions. 

12.  Export Control: All exports are subject to the jurisdiction of the U.S. Dept. of State, U.S. Dept. of Commerce and other U.S. government organizations. Our products and technologies are exported from the U.S. in accordance with applicable laws and regulations, including the Export Administration Regulations. Re-export or diversion contrary to U.S. law is prohibited. Certain categories of products and technology require an export license and/or investigation of the ultimate destination and uses to which they will be put before being eligible for export. The customer agrees to cooperate with such investigations to the extent required by U.S. law. All terms of International Orders are subject to change without notice. If you do not currently have an account with XSOF™, pre-payment for international orders is required. 

13.  Nonconformance Claims: Any nonconformance claim must be made within 60 days after date of shipment to the customer. The customer must receive a RMA number from XSOF™ prior to returning the affected goods. An RMA can be obtained by contacting XSOF™’s Customer Service department. XSOF™ will provide shipping instructions for the return of the affected goods. Goods must be returned in their original packaging, with the RMA number clearly marked on the outside of the package and be in their original condition.

14.  Intellectual Property: All rights and title to patents, trademarks or any other proprietary or intellectual property that have been issued that relate to the items contained in XSOF™ quotations and order acknowledgements remain the title of XSOF™.

15.  Warranty: XSOF™ warrants its products to be free from defects in material and workmanship and complies with all specifications. XSOF™ will at its option, repair or replace any product or component found to be defective during the warranty period. This warranty applies only to the original purchaser and is not transferrable for a period of one year after date of original shipment. The foregoing warranties shall not apply, and XSOF™ reserves the right to refuse warranty service, should malfunction or failure result from: 

1.  Damage caused by improper installation, handling or use. 

2.  Unauthorized product modification or repair. 

3.  Operation outside the environmental or damage specifications of the product, including and in particular minimum bend radii. 

This warranty is exclusive in lieu of all other warranties whether written, oral, or implied. XSOF™ specifically disclaims the implied warranties of merchantability and fitness for a particular purpose. In no event shall XSOF™ be liable for an indirect, incidental, or consequential damages in connection with its products.

16.  Limited Liability: Other than as expressly set forth above or as contained in any express warranties provided with products and the extent permitted by law, XSOF™ makes no warranties, express or implied, including warranties of merchantability or fitness of the merchandise for any particular purpose. XSOF™ SHALL NOT BE LIABLE FOR LOSS OR DAMAGE RESULTING FROM THE USE OR PERFORMANCE OF THE PRODUCTS. IN NO EVENT SHALL XSOF BE LIABLE TO THE BUYER OR ITS CUSTOMERS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES RESULTING FROM LOSS OF USE, INTERRUPTION OF BUSINESS, OR LOST PROFITS, EVEN IF XSOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL XSOF™’S AGGREGATE LIABILITY TO THE BUYER AND ITS CUSTOMERS EXCEED THE AMOUNT PAID FOR PRODUCTS PURCHASED UNDER THIS AGREEMENT IN THE PRIOR 6 MONTHS. 

17.  Product Returns/Return Material Authorization (RMA): 

1.  Returns for credit: Under no circumstances may custom or build to order items be returned. Customers may return a catalog product within 60-90 days after the date of shipment, but these returns will be subject to a 25% restocking fee. Returns for credit will not be accepted after 90 days.

1.  Obtain a written Return Material Authorization (RMA) from XSOF™ by contacting our customer service department. 

2.  Return the product in its original packaging container with the RMA number clearly marked on the exterior of the shipping package. 

3.  The customer will be responsible for all costs associated with shipping the returned product back to XSOF™. 

4.  The returned product must pass an incoming inspection by XSOF™ before credit will be issued for the return. 

5.  Shipping and handling charges will not be refunded. 

2.   Returns for repair/replacement.

1.  Obtain a written Return Material Authorization (RMA) from XSOF™ by contacting our customer service department. 

2.  Return the product in its original packaging container with the RMA number clearly marked on the exterior of the shipping package. 

3.  XSOF™ will provide shipping instructions for the return of the affected goods. 

4.  If the repair is deemed non-warranty, the customer will be responsible for all shipping, duties, and taxes associated with the return of the product to the customer. 

5.  XSOF™ will provide a written quotation for all non-warranty repairs/replacements. A purchase order from the customer is required to start repair/replacement work. If a purchase order is not received within 30 days of the quote being sent, the goods will be returned unrepaired at the customer’s expense. 

All requests for the return of a XSOF™ product should be directed to XSOF™’s Customer Service Department at 757-645-2911or contact@xsofibers.com. XSOF™’s customer service department will issue a RMA for the return. All returns should clearly reference the RMA number on the outside of the shipping container. All RMAs should be shipped to the appropriate site which will be determined once the RMA form is completed and retruned. 

WARNING: NEVER ATTEMPT TO DISASSEMBLE XSOF™’S PRODUCTS AS SERIOUS INJURY COULD RESULT AND WARRANTIES IF ANY, WILL BE VOIDED. 

18.  Governing Law: The parties hereto agree that these Conditions shall not be construed, enforced or governed by the United Nations Convention on Contracts for the International Sale of Goods; rather these Conditions are entered into in the State of Virginia and shall be construed, enforced and governed in accordance with the laws of the State of Virginia without giving effect to any choice of law provisions thereof. The jurisdiction and venue of any action with respect to the subject matter of these Conditions shall be the state or federal courts for the County of James City, State of Virginia, and each of the parties hereto submits itself to the jurisdiction and venue of either such courts for the purpose of any such action.