TERMS & POLICIES

Standard Terms and Conditions of Sale and Service

  1. Terms of Agreement. Any order by a person or entity (“Buyer”) for goods if accepted is accepted subject to these Standard Terms and Conditions of Sale, which are made a part of and incorporated into any acceptance, acknowledgement, invoice and other document issued by Display Technologies, Inc. (“Seller”) in response to such order (each a “Response”), and any reference thereto shall include these Standard Terms and Conditions of Sale (these “Standard Terms”). No waiver, alteration, or modification of the terms and conditions set forth herein shall be valid unless expressly agreed to in writing by Seller. Any different, additional or conflicting terms or conditions set forth in Buyer’s purchase order or any other document issued by Buyer are expressly objected to by Seller and the terms hereof, including those contained in the applicable Response, shall exclusively govern the purchase and sale of the goods covered by the applicable Response.
  2. Delivery Terms.
    2.1. All goods sold by Seller to Buyer will be delivered by Seller F.O.B. at Seller’s designated facility (“Shipping Point”). Seller reserves the right to make partial shipments and to select the means of delivery and carrier. Buyer assumes all risk of loss upon Seller’s delivery of the goods to the carrier at the Shipping Point and Seller shall have no further responsibility for the goods. Buyer shall be invoiced all loading, freight, shipping, insurance, forwarding and handling charges, taxes, fees, storage, and all other charges applicable to the goods after they are delivered by Seller at the Shipping Point. Buyer shall also pay for all freight charges from point of manufacture. Notwithstanding the foregoing, title to the goods shall be retained by Seller, as a vendor’s lien, until such goods are paid for in full by Buyer. Buyer hereby grants Seller and Seller hereby reserves a purchase money security interest in and to the goods sold to Buyer together with all proceeds thereof to secure Buyer’s performance and payment. Buyer agrees upon Seller’s request to do all acts and execute all documents reasonably necessary to assist Seller’s perfection and maintenance of any such security title and right of possession, including, but not limited to, executing and filing documents with the appropriate governmental agency.
    2.2. Unless specifically agreed to in writing, all delivery dates are estimated and any failure by Seller to deliver in accordance with such dates shall not constitute a breach or repudiation by Seller. Seller shall not be liable for any costs or damages incurred by Buyer by reason of any delay in shipment unless specifically agreed to in writing.
    2.3. In the event delivery is delayed without fault of Seller, Buyer shall submit payment for goods as set forth herein and bear all costs and expenses incurred by Seller in connection with such delay, including storage and transportation costs.
  3. Orders for goods. Buyer shall submit a purchase order (“Purchase Order”) for the goods which shall, at a minimum, include: (a) description of the goods ordered; (b) quantity; (c) price of the goods; (d) requested delivery date; and (e) shipping instructions and shipping address, including a statement that the goods will be shipped “F.O.B. Shipping Point”. All Purchase Orders are subject to acceptance by Seller. Buyer shall be responsible for all additional shipping costs resulting from errors made in connection with telephone orders or confirming orders accepted by Seller.
  4. Prices and Payment
    4.1. The purchase price of the goods sold hereunder shall reflect F.O.B. Shipping Point. Prices are subject to change by Seller in the event of any alteration in quantity, design or specification requested by Buyer, any increase in the cost of materials, labor, transportation, utilities or any other factor beyond the Seller’s reasonable control, including, but not limited to, any event of force majeure described in Section 20 of these Standard Terms.
    4.2. All invoices are due and payable in full within 30 days from the date of the invoice. Interest at the rate of 1.5% per month, or such lesser rate as is the maximum rate of interest permitted by law, shall be charged on all overdue accounts. Buyer shall pay any and all costs of collection including, without limitation, reasonable attorney’s fees, whether or not suit is instituted, incurred bySeller in the event collection of any delinquent balance is required.
  5. Acceptance of goods. Buyer shall conduct any incoming inspection tests on the goods within 15 days of delivery. In the event of any shortage, damage or discrepancy in or to a shipment of goods, Buyer shall promptly give notice thereof to Seller and shall furnish such written evidence or other documentation as Seller reasonably may deem appropriate. If such evidence indicates, in Seller’s reasonable judgment, that such shortage, damage or discrepancy existed at the time of delivery of the goods to the carrier, Seller shall promptly deliver additional or substitute goods to Buyer; provided, however, that Seller may, in its sole discretion, require Buyer to return all damaged goods prior to delivery of substitute goods. If Buyer shall fail to timely give Seller such written notice as provided hereunder, the goods shall be deemed to conform to the warranty and all other applicable terms and Buyer shall be deemed to have accepted the goods and shall pay for the goods in accordance herewith.
  6. Cancellation. Accepted orders may not be cancelled or amended by Buyer without Seller’s consent. If Seller provides its consent, Buyer shall pay the amount of all expenses incurred by Seller related to the cancelled or amended order, including, but not limited to, for any finished goods, work in progress, and raw materials. Such amount shall be paid in full within 30 days from the date of Seller’s invoice related to such expenses.
  7. Taxes and Fees. Buyer shall be responsible for and shall pay or reimburse Seller for all taxes, duties, assessments and other governmental charges, however designated, associated with the purchase of goods hereunder, the payment of any amounts by Buyer to Seller, or taxes based on the goods or their use which are or may be imposed under or by any federal, state or local taxing authority; provided, however, that Buyer shall not responsible for any taxes based upon Seller’s income.
  8. Product Changes. Seller reserves the right, in its sole discretion and without incurring any liability to Buyer, to: (a) alter the specification for any goods or component thereof; (b) discontinue the manufacture of any goods or component thereof; (c) discontinue the development of any new product, whether or not such product has been announced publicly; or (d) commence the manufacture and sale of new products having features which make any goods wholly or partially obsolete.
  9. Buyer’s Specifications. Buyer shall be solely responsible for ensuring that all specifications, drawings, information, advice, recommendations or requests provided to Seller by Buyer or any of its agents (“Buyer’s Specifications”) are accurate and suitable. Examination or consideration by the Seller of any of Buyer’s Specifications shall not result in any liability on the part of the Seller. Buyer shall defend (at Seller’s request), indemnify and hold harmless Seller, its parent and affiliated companies, and their respective officers, agents and employees from any and all third party damages, liabilities, allegations, claims, lawsuits, demands, judgments, awards, or settlements resulting in any manner from goods produced by Seller in accordance with Buyer’s Specifications. This Section 9 shall be construed in favor of providing defense and indemnification.
  10. Return Policy.
    10.1. Seller will only accept returns for goods that conform with the provisions below regarding acceptable procedures for the return of goods, or that have otherwise been previously approved for return by Seller in its sole discretion; provided, however, that no approval will be given for the return of goods after that date which is 90 days after the date that such goods were shipped by Seller.
    10.2. Upon Seller’s written approval and in order for Buyer to return goods hereunder, Seller will provide Buyer with a return goods authorization number (RGA) and, if requested by Seller, bar coded label with which Buyer shall identify the goods to be returned. All returned goods must be sent freight prepaid and be properly marked with the provided barcode label and authorization number.
    10.3. If Buyer returns goods in the manner required under the provisions of Sections 10.1 and 10.2 above, and if the returned goods are (a) in new, unused condition, unopened and undamaged; (b) in the original insulated shipping container with all the original packaging; (c) in a configuration appearing in Seller’s current catalogue; and (d) with respect to returned goods that have an expiration date, received by Seller at least 60 days prior to such expiration date; the returned goods will be accepted by Seller for return with no handling charge. Goods returned that are not in compliance with the foregoing (a) through (d) or that require Seller to incur any additional costs will be subject to a restocking fee. Used or discontinued products or parts will not be accepted for credit under any circumstances unless specifically agreed to by Seller in its sole discretion.
    10.4. A credit will be issued for all goods accepted for return hereunder, in an amount equal to (a) the lesser of the original selling price and the current selling price, minus (b) the applicable handling charge.
  11. Warranty and Remedy for Breach.
    11.1. Express Warranty. Seller’s sole warranty to the original Buyer from Seller who buys solely for commercial or industrial uses, or for resale in the ordinary course of business, that each of the products and components thereof (collectively for the purposes of this Section 11, “Products”, is that the Goods shall be free from defects in material and/or workmanship, under normal and proper use and service conditions.
    11.2. Express Warranty Limitations. It is not a Product defect, and thus the warranty in Section 11.1 does not apply to, repair, replacement or other service required by or loss or damage resulting from (i) other than normal and proper use and normal service conditions with respect to such Product, (ii) abuse, (iii) accident, (iv) alteration, (v) misuse, (vi) neglect, (vii) unauthorized repair or the failure to utilize suitably qualified and trained persons to perform service and/or repair of the Product, (viii) improper cleaning, or (ix) failure to follow installation, operating, cleaning or maintenance instructions.
    11.3. Warranty Period. The “Warranty Period” for each Product is twelve (12) months from the date of shipment by Seller of such Product
    11.4. Remedy. Seller’s sole obligation, and Buyer’s sole remedy, in the event of a breach of such warranty shall be to repair, replace (with new or rebuilt replacement products), or refund the purchase price thereof, as Seller may determine in its sole discretion at Seller’s cost, the defective goods or part(s) thereof; provided, that Buyer (a) promptly sends Seller notice in reasonable detail of the defect (which must be received by Seller during the Warranty Period); (b) provides Seller with such information concerning the failure so that Seller may determine in good faith whether the goods or part(s) thereof are defective; and (c) upon Seller’s request, returns the defective goods or parts thereof for inspection by Seller. Buyer shall have no liability to Seller if, and with respect to such goods for which, Buyer fails to adhere to the foregoing procedures. In the event that Seller elects to replace the defective goods or part(s) thereof, its sole obligation shall be to promptly deliver to Buyer such replacement goods or part(s) thereof (replaced goods or part(s) becoming the property of Seller). Installation of such replacement goods or part(s) shall be at the cost and the responsibility of Buyer. In the event Seller elects to repair the defective goods or part(s) thereof, its sole obligation shall be promptly to repair and return such goods or part(s). In connection therewith Buyer shall pay packing and all other similar charges, round trip shipment costs for the repaired goods or part(s), import and export duties, export inspection charges and all other directly related costs applicable for round trip between Buyer’s premises and the Seller facility. A Product or component thereof covered by the warranty in Section 11.1 supplied as a warranty replacement will assume the balance of the warranty period applicable to the original measured from the date of replacement. The warranty in Section 11.1 does not include, and Seller will not assume or pay, the expense of travel time or mileage, any premium time of any party other than Seller; any repair, replacement, analysis or any other services or parts furnished by any party other than Seller unless specifically authorized in advance and in writing by Seller. The warranty in Section 11.1 does not include labor for diagnosis, removal or installation of any Products.
    11.5. Warranty Claims. Any claim under the warranty in Section 11.1 must be made as promptly as is reasonably possible, but in no event later than sixty (60) consecutive calendar days, after the discovery of the defect. Such claims are to be directed to the Display Technologies, Inc.. c/o Customer Service at 111 Marcus Avenue, Suite M68, Lake Success, NY 11042-1221 (516) 495-7000. 
    Any Product covered by the warranty in Section 11.1 must not be returned to Seller without authorization from the Seller’s Customer Service Department. Instructions for return will be given with any such authorization. Buyer will be invoiced for the shipping costs related to returning Products.
    11.6. Limited Warranty. THE WARRANTY SET FORTH IN SECTION 11.1 ABOVE IS INTENDED SOLELY FOR THE BENEFIT OF BUYER. ALL CLAIMS HEREUNDER SHALL BE MADE BY BUYER AND MAY NOT BE MADE BY BUYER’S CUSTOMERS. THE WARRANTY SET FORTH IN SECTION 11.1 ABOVE IS IN LIEU OF, AND SELLER HEREBY DISCLAIMS AND EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
    11.7. Buyer Warranties. Buyer shall provide a no defect in materials or workmanship warranty with respect to each product sold to an end customer for a period not less than the then remaining Warranty Period related to such product and afforded to Buyer pursuant to Section 11.1 above. Except with respect to the remedies provided by Seller to Buyer under this Section 11, any other warranties or representations, or remedies for breach thereof, which Buyer may provide to its end customers from time to time shall be the sole responsibility of Buyer, and Seller shall not be bound thereby in any manner whatsoever.
  12. Limitation of Remedy and Indemnification.
    12.1. Delay. Seller shall not be liable for any loss or damage caused by delay in furnishing Products or services or any other performance.
    12.2. Sole Remedies. The sole and exclusive remedies for breach of any non warranty obligation of Seller and the sole remedies for Seller’s liability of any kind (including liability for negligence) with respect to the goods and services provided to Buyer shall be to use all commercially reasonable efforts to promptly cure such breach, repair or replace the goods, or refund of the purchase price of defective goods, as Seller may determine in its sole discretion. Buyer must commence any suit for a cause of action arising hereunder within one year from the date in which the facts that gave rise to the cause of action first occurred.
    12.3. Consequential Damages. In no event shall Seller’s liability of any kind include any special, indirect, incidental or consequential loss or damage, even if Seller shall have been advised of the possibility of such potential loss or damage.
    12.4. Damages Amount Limitation. Seller’s cumulative liability for damages to Buyer for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including, but not limited to, negligence, shall be limited to the total contract price of the goods sold hereunder during the past twelve (12) months, plus or minus, as applicable, the amounts of all unpaid accounts payable and receivable between the parties, if any.
    12.5. Indemnification. Buyer shall defend (at Seller’s request), hold harmless, and indemnify Seller, its parent and affiliated companies, and their respective officers, agents and employees for any and all damages, liabilities, allegations, claims, lawsuits, demands, judgments, awards, costs, (including attorneys’ fees) or settlements, for (a) injury to person, property, business, or otherwise related to the goods or services sold pursuant to the applicable Response or arising out of, or related to, such transaction, even if, to the extent permitted by law, arising from Seller’s negligence; (b) Buyer’s negligent or willful acts, or those of its employees and/or agents; and/or (c) Buyer’s breach of these Standard Terms. Seller’s indemnification rights and remedies and all of Seller’s other rights and remedies provided in these Standard Terms shall be non-exclusive rights and remedies for Seller and Seller may pursue any other legal theory or claim, whether based in law or equity, against Buyer. This Section 12.5 shall be construed in favor of providing defense and indemnification.
  13. Confidential Information. Buyer acknowledges and agrees that any specifications and all related writings, drawings, designs and similar works provided to Buyer by Seller shall be deemed “Confidential Information.” Buyer further acknowledges and agrees that any other information which is disclosed by Seller in any tangible form and is clearly labeled or marked as confidential, proprietary or its equivalent, or information which is disclosed orally or visually, is designated confidential, proprietary or its equivalent at the time of its disclosure and is reduced to writing and clearly marked or labeled as confidential, proprietary or its equivalent within thirty (30) days of disclosure shall be deemed “Confidential Information.” All Confidential Information shall be the exclusive property of Seller, and Seller retains all right, title and interest, including copyright, relating to “Confidential Information.” Buyer agrees not to use any Confidential Information for any purpose other than as permitted or required for performance by Buyer under the applicable Response and not to disclose or provide any Confidential Information to any third party and to take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of Seller or completion of the Purchase Order and/or applicable Response, Buyer shall return all such Confidential Information to Seller and shall certify to Seller that it has returned all such Confidential Information. The return of Confidential Information shall be complete in every respect, so as to permit an experienced manufacturer to manufacture, assemble, maintain and service the goods and shall include a full drawing package in reproducible form and any revisions or updates, including but not limited to, Autocad files, fabrication drawings, approved supplier list, test specifications, tooling specifications and drawings, manufacturing assembly instructions, routings, quality assurance protocols, test equipment, specifications and drawings and engineering change notice history.
  14. Seller’s Literature. Any data, illustrations, examples, models or other information contained in advertising, sales, technical and other literature issued by Seller is provided for general guidance only and shall not form part of any contract unless specifically agreed to by Seller in writing
  15. Intellectual Property Infringement Indemnification.
    15.1. Indemnification by Seller. Seller will defend, indemnify and hold harmless Buyer from and against any and all loss, damage, cost or expense (including reasonable attorney’s fees) arising as a result of any claim that the goods sold hereunder infringe any third party U.S. patent, copyright, trademark, trade secret or other intellectual property right, provided that: (a) Buyer gives Seller prompt notice of any such claim, and permits Seller, through counsel of Seller’s choice, to defend or settle any such claim; and (b) Buyer provides Seller with all needed information, assistance and authority to enable Seller to defend or settle such claim. Additionally, in the event that any good sold hereunder becomes, or, in the opinion of Seller, is reasonably likely to become, subject to any such claim, Seller will, at its sole option and expense, either (y) procure for Buyer the right to continue to use the goods or (z) replace or modify the goods so that they are non-infringing; provided, however, that in the event that Seller determines the remedies in (y) or (z) to be impracticable in the exercise of its sole discretion, Seller may, as Buyer’s sole remedy (apart for indemnification as described above), provide Buyer with a refund of the purchase price in exchange for the return of the goods to Seller. Notwithstanding the foregoing, Seller shall have no obligation to Buyer under this Section 15.1 for any matter for which Seller is entitled to indemnity under Section 9 hereof.
    15.2. Indemnification by Buyer. Buyer agrees not to violate or infringe upon the intellectual property rights relating to any goods sold under any invoice or hereunder, owned or controlled by Seller, or under which Seller has the right to manufacture or sell. Buyer will defend (at Seller’s request), indemnify and hold harmless Seller, its parent and affiliated companies, and their respective officers, agents and employees for any and all damages, liabilities, allegations, claims, lawsuits, demands, judgments, awards, or settlements in the event that Buyer modifies, or combines with any non-Seller goods, any of the goods purchased from Seller, and such modification or combination results in the infringement or alleged infringement of any intellectual property rights of any third party. The sale and delivery of the goods to Buyer hereunder shall in no way transfer to Buyer the right or ownership in any patents, copyrights, trademarks, technologies, designs, specifications, drawings, or other intellectual property incorporated into the goods. This Section 15.2 shall be construed in favor of providing defense and indemnification.
  16. Insurance Requirements. Buyer shall procure and maintain workers’ compensation coverage sufficient to meet the statutory requirements of every state in which Buyer’s personnel are engaged in Seller’s work. Buyer agrees from receipt of each applicable Response for a period of no less than two years thereafter it will keep in force and effect commercial general liability and product liability insurance, including contractual liability insurance with minimum primary policy limits of not less than one million dollars ($1,000,000) per occurrence; and with minimum excess or umbrella policy limits of not less than four million dollars ($4,000,000) per occurrence insuring against personal injury, bodily injury and property damage. All insurers shall be admitted carriers in the United States, and licensed to do business in each state in which Seller and/or its affiliates operate stores. All insurers shall have an A. M. Best rating of at least an A-VIII. Seller shall be named as additional insured under such policies. Buyer shall furnish to Seller and any party designated by Seller within ten (10) days of written request current certificates of insurance evidencing such insurance, and the policies shall contain a provision that there will be no cancellation, reduction, or non-renewal in coverage without first giving Seller thirty (30) days prior written notice. Buyer’s insurance shall in no way limit Buyer’s obligations or liability under these Standard Terms.
  17. Ownership of Tooling and other Material/Equipment. All right, title and interest to all jigs, dies, fixtures, special cutting tools, special gauges, special test equipment, computer programs, patterns, other special equipment and manufacturing aids and drawings and any replacements of the foregoing constructed or acquired by Seller in connection with the goods sold hereunder shall vest in Seller, notwithstanding any charges made to the Buyer.
  18. Termination. Seller shall have the right to cancel for default all or any part of Buyer’s Order upon the occurrence of any of the following events: (a) Buyer repudiates such Order or any applicable Response, any other Order or Response, or these Standard Terms, (b) Buyer breaches any of the terms of the applicable Response or any of the terms hereof, (c) Buyer makes an arrangement, extension or assignment for the benefit of creditors, (d) Buyer dissolves or otherwise ceases to exist or liquidates all or substantially all of its assets, (e) Buyer becomes insolvent or generally does not pay its debts as they become due or (f) Buyer is adjudicated as bankrupt or files a voluntary petition in bankruptcy. Seller may, at its option, request that Buyer provide adequate written assurance of future performance pursuant to the Uniform Commercial Code as enacted in the State of New York. In such a case, Buyer must provide said written assurance of performance within 10 days of the Seller’s written request (excluding the date of mailing). This right of cancellation and the right to request an adequate written assurance of future performance are in addition to and not in lieu of any other remedies which Seller may have in law or equity
  19. Arbitration. Other than when the sole remedy sought is an injunction, any controversy or claim arising out of or relating to this Agreement, or the making, performance or interpretation thereof, including without limitation alleged fraudulent inducement thereof, shall be settled by binding arbitration in New York, New York by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any arbitration award may be entered in any court having jurisdiction thereof.
  20. Force Majeure. Seller shall not be liable for any failure to perform or delay in performance due to circumstances beyond Seller’s control. Circumstances beyond Seller’s control shall be deemed to include, without limitation, acts of God or the public enemy, fire, flood, war, governmental action, accident, labor dispute, labor unrest and inability to obtain materials, equipment or transportation.
  21. Governing Law. These Terms and Conditions, including any applicable Response delivered in connection herewith, shall be interpreted and construed in accordance with the laws of the State of New York.
  22. Entire Agreement; Priority. These Standard Terms, including any applicable Response delivered in connection herewith, and all attachments hereto and thereto and specifications set forth herein and therein, constitute the complete and final agreement between the parties and supersede all prior negotiations and agreements between the parties concerning its subject matter. 
    It is understood that the acceptance or acknowledgment of purchase order forms containing provisions different from those set forth herein or in any applicable Response shall not effect any modification thereof. No statement or recommendation made or assistance given by a representative and/or distributor of Seller in connection with the use of any product by Buyer shall constitute a waiver by Seller of any of the provisions hereof or affect Seller’s liability as set forth herein.
  23. Notices. Notices and communications shall be deemed given to either party at the address set forth on the applicable invoice (includes any electronic address, if so provided on the invoice): (a) upon the expiration of 5 business days after the date of deposit in the U.S. mail if sent by registered mail, return receipt requested; (b) upon the next business day if sent by recognized overnight supplemental delivery service; (c) the same business date if notice is delivered personally; or (d) upon electronic confirmation of transmission if sent by facsimile or electronic mail.
  24. Assignment. Neither Buyer’s rights nor its obligations hereunder may be transferred by assignment, operation of law or otherwise, unless Seller consents to such transfer in writing prior to the occurrence of such transfer.
  25. Independent Contractors. The relationship of Buyer and Seller is and shall be one of independent contractors. Nothing shall authorize, or be interpreted as authorizing, either party to bind the other, to incur any liability on behalf of the other, or to act as an agent for the other.
  26. Survival. All provisions set forth herein regarding warranty, confidential information, indemnification, liability and limits thereon, and any other provisions that survive by their terms will survive any termination or expiration of any applicable Response delivered in connection herewith pursuant to the terms of such sections.
  27. Severability. In the event that any provision of these terms is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision shall be deemed stricken from these Terms and Conditions, but such illegality, invalidity or unenforceability shall not invalidate any of the other provisions of these Terms and Conditions and the remainder of these Terms and Conditions shall continue in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from these terms. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of these terms a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
  28. Compliance with the Seller Code of Responsible Business. Buyer acknowledges that Seller has a code of responsible business (the “Code”), which is available upon request. Buyer shall, at all times, conduct, and cause its officers, directors, employees and/or agents to conduct, business ethically and in accordance with the provisions of the Code and any other codes of conduct or policies of Seller, its parent, or affiliates that Seller provides to Buyer or otherwise makes Buyer aware. This Section 28 shall apply whether or nor Buyer is acting pursuant to an applicable Response or otherwise in its relationship with Seller. Buyer agrees that it must be able to demonstrate its compliance with the requirements referred to in this Section 28 at the request of and to the satisfaction of Seller which includes, but is not limited to, Seller having the right to inspect any site involved in work for Seller. If Buyer fails to comply with this Section 28, Seller shall be entitled, in its sole discretion, to terminate the applicable Response or other agreements between Buyer and Seller without penalty to Seller, but with obligations for Buyer to remedy any damages suffered by Seller as a result of such termination or as a result of the breach of the applicable response by Buyer.

Standard Terms and Conditions of Purchase

  1. Terms of Agreement. These Standard Terms and Conditions of Purchase (these “Standard Terms”) shall be made a part of and incorporated into each purchase order issued by Display Technologies, LLC. and/or its affiliates (collectively, “Buyer”) (each a “Purchase Order”). Any reference herein to a Purchase Order shall include the Standard Terms. No waiver, alteration, or modification of the terms and conditions set forth herein shall be valid unless expressly agreed to in writing by Buyer. Any different, additional or conflicting terms or conditions set forth by the party selling the goods and/or services (“Seller”) in its invoice or any other document issued by Seller are expressly objected to and rejected by Buyer and the terms and conditions set forth herein shall exclusively govern the purchase and sale of the goods covered by the relevant Purchase Order. A Purchase Order is accepted by Seller upon Seller’s written acceptance or its delivery of goods pursuant to such Purchase Order. These Standard Terms shall also apply to services provided by Seller to Buyer in a manner consistent with the obligations related to provision of goods.
  2. Delivery Terms.
    2.1. If delivery of goods is not made in the quantities and/or at the time(s) specified in the relevant Purchase Order, Buyer reserves the right, without liability to take either or both of the following actions: (a) direct expedited routings of goods (the difference in cost between the expedited routing and the order routing costs shall be paid by Seller); (b) cancel this order or balance by notice effective when delivered to Seller; to purchase substitute goods elsewhere and charge Seller with any loss incurred, including the difference between the cost of substitute goods and the goods that would have been provided by Seller.
    2.2. Seller shall use the means of delivery and the carrier specified and set forth by Buyer in the relevant Purchase Order. All deliveries of goods ordered by Buyer shall be F.O.B. delivery point designated by Buyer, with all title and risk of loss passing to Buyer upon delivery of the goods at the F.O.B. delivery specified by Buyer.
    2.3. Each shipment of goods shall include separate packing slips showing: (a) Buyers’ Purchase Order number; (b) packing list number; (c) quantity of parts per container; (d) total number of containers shipped; (e) Buyer’s part number and revision level for each goods shipped, if applicable; (f) a description of the goods; (g) individual serial numbers of the goods, if applicable; (h) date of shipment; and (i) the total quantity of goods shipped.
    2.4. Buyer will have no liability for payment or damages for goods delivered to Buyer in excess of quantities specified in the relevant Purchase Order or prior to the delivery schedule specified. Such goods may be subject to rejection and returned at Seller’s expense, including transportation charges both ways. Buyer will not be liable for any material or production costs incurred in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedules.
    2.5. Seller shall package the goods in a manner that will prevent damage during shipping and ship the goods in accordance with Buyer’s instructions. Seller shall be liable for any loss or damage incurred as a result of improper packaging, crating and/or routing, including additional transportation costs due to improper routing.
  3. Prices. If a price is not stated in the relevant Purchase Order, Buyer and Seller agree that the goods shall be billed at the lesser of (a) the price last quoted to Buyer by Seller and (b) Seller’s prevailing customary market price. The relevant Purchase Order may not be filled at a price higher than that which was last quoted or charged to Buyer without Buyer’s specific written authorization. Buyer shall not be charged for taxes, transportation, boxing, packing or returnable containers in connection with the relevant Purchase Order, unless such charges have been previously specifically agreed to in writing by Buyer. All sales, use, excise and similar taxes to be paid by Buyer, if any, must be itemized separately on the applicable corresponding invoice.
  4. Seller’s Warranties.
    4.1 UNLESS OTHERWISE AGREED BY BUYER, THE WARRANTY PERIOD SHALL BE FOR A PERIOD OF 36 MONTHS FROM THE DATE OF ACCEPTANCE THE GOODS.
    4.2. AN EXPRESS WARRANTY FROM SELLER IS CREATED BY ANY AFFIRMATION OF FACT OR PROMISE MADE BY SELLER WHICH BECOMES PART OF THE BASIS BY WHICH THE AGREEMENT RELATING TO THE GOODS WAS MADE. ANY SAMPLE OR MODEL PROVIDED BY SELLER AS A BASIS FOR AN AGREEMENT BETWEEN THE PARTIES CREATES AN EXPRESS WARRANTY THAT THE GOODS SHALL CONFORM TO THE PROVIDED SAMPLE OR MODEL. AN IMPLIED WARRANTY THAT THE GOODS SHALL BE FIT FOR A PARTICULAR PURPOSE EXISTS WHERE SELLER HAS REASON TO KNOW OF SUCH PARTICULAR PURPOSE AND HAS ASSIGNED IN SELECTION AND/OR APPROVAL OF ITS USE FOR A PARTICULAR PURPOSE.
    4.3. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE EXIST BETWEEN THE TWO PARTIES, WITHOUT LIMITATIONS, AS SET FORTH AND DESCRIBED IN SECTION 5 BELOW. ANY EXPENSES, CHARGES OR LIABILITY ASSOCIATED WITH DEFECTIVE PRODUCT IN CASES OF ABOVE STATED WARRANTIES WILL BE BORNE BY SELLER. IN CASES WHERE A DESIGN CHANGE IS MADE TO AN EXISTING APPROVED PRODUCT WITHOUT KNOWLEDGE AND CONSENT BY BUYER, SELLER WILL BE ACCOUNTABLE FOR ANY INCREMENTAL CHARGES INCURRED. SELLER ABIDES BY THE WARRANTY OF MERCHANTABILITY, WHEREBY SELLER HAS OBLIGATION TO RELAY KNOWLEDGE AND SAMPLE OF REVISED PRODUCT FOR LAB TESTING TO BUYER FOR APPROVAL(S), AS APPLICABLE. WHERE PERFORMANCE SPECIFICATIONS HAVE BEEN THE BASIS FOR PRODUCT DEVELOPMENT, SELLER IS LIABLE FOR ANY AND ALL WARRANTY ISSUES REGARDING FITNESS FOR USE IN BUYER’S PRODUCT.
    4.4. SELLER WILL BEAR RISK OF INCIDENTAL AND CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR LOSS OF MARKET SHARE RESULTING FROM SELLER’S BREACH OF PERFORMANCE. BUYER MAY RECOVER FROM SELLER THE DIFFERENCE BETWEEN THE COST OF COVER OR CHARGES INCURRED FOR SUBSTITUTE GOODS AND THE CONTRACT PRICE.
    4.5. SELLER AGREES TO INDEMNIFY, DEFEND (AT BUYER’S REQUEST), PROTECT AND HOLD HARMLESS BUYER FROM AND AGAINST ALL (A) CLAIMS AND LIABILITIES OF THIRD PARTIES INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES, ARISING IN CONNECTION WITH OR RESULTING FROM A MATERIAL BREACH BY SELLER, OR ITS EMPLOYEES, REPRESENTATIVES OR OTHER AGENTS, OF SELLER’S OBLIGATIONS OR REPRESENTATIONS SET FORTH HEREIN; (B) PERSONAL INJURIES, PROPERTY DAMAGES, COMMERCIAL OR ECONOMIC LOSSES, INCLUDING, WITHOUT LIMITATION, ALL INCIDENTAL AND CONSEQUENTIAL DAMAGES, ARISING IN CONNECTION WITH SELLER’S PERFORMANCE HEREUNDER OR UNDER THE PURCHASE ORDER, OR CONTRIBUTED TO BY GOODS OR ITEMS FURNISHED BY SELLER TO BUYER IN CONNECTION HEREWITH OR WITH THE PURCHASE ORDER; AND (C) CLAIMS (INCLUDING DIRECT AND THIRD PARTY CLAIMS) AND LIABILITIES RESULTING FROM THE ACTS or OMISSIONS OF SELLER, ITS AGENTS, OR EMPLOYEES IN CONNECTION WITH ITS PERFORMANCE HEREUNDER OR UNDER THE PURCHASE ORDER.
  5. Specifications. Seller hereby warrants that Seller will supply or manufacture the goods in accordance with the specifications, if any, provided by Buyer, and that such goods will be (a) free from defects in material and/or workmanship, (b) merchantable and fit for the particular purpose for which such goods were intended; and the parties hereby agree that this warranty shall survive the delivery, inspection and acceptance of, and payment for, the goods. All goods rejected by Buyer shall be returned to Seller for full credit at the price charged, plus transportation charges. Buyer, in its sole discretion, may require Seller to replace rejected goods at the purchase price stipulated in the original Purchase Order. Buyer may, in its sole discretion, accept a part of any shipment that fulfills Buyer’s specifications, and reject any part that does not fulfill such specifications, and consider the order breached to the extent of the amount of the rejected goods. Seller will not make any changes in such specifications or make any changes in any components or processes used in manufacturing the goods previously agreed to by Buyer without Buyer’s prior written consent.
  6. Inspection and Acceptance. Payment for any goods under these Standard Terms shall not constitute acceptance. All goods purchased hereunder are subject to inspection at Buyer’s destination either before or after payment or before or after acceptance at Buyer’s option. Buyer reserves the right to reject and refuse acceptance of goods which are not in accordance with the instructions, specifications, drawings, or data as furnished to Seller before or during the relevant Purchase Order process. Items not accepted or goods whose acceptance is revoked will be returned to Seller for full credit or replacement at Buyer’s option and at Seller’s risk and expense, including transportation charges both ways, as well as the difference between the cost of cover or charges incurred for substitute goods and the contract price; provided, however, that such goods may be held at Buyer’s discretion for Seller’s instructions and stored at Seller’s risk. If within 48 hours after receipt of notice of rejection or revocation of acceptance, Seller gives no instructions for the disposition of the goods, Buyer may, at its discretion, return for full credit at Seller’s expense. Seller shall not replace rejected goods or goods whose acceptance has been revoked unless specified by Buyer. Buyer shall not be liable for failure to accept any part of the goods if such failure is the result of any cause beyond the control of Buyer. Such causes include, but are not limited to, fires, floods, acts of God, strikes, differences with employees, casualties, delays in transportation, or total or partial shutdown of Buyer’s plant for any cause.
  7. Invoice. Seller’s invoices (“Invoices”) shall, at a minimum, include: (a) Buyer’s Purchase Order number, against which the goods were shipped; (b) the date of invoice;; (c) Buyer’s part number and revision level for each of the goods shipped, if applicable; (d) a description of the goods; (e) the total quantity of goods shipped; (f) the per unit price of the goods shipped; (g) the amount of taxes, if any; (h) the date of shipment; and (i) the total invoice price. Invoices are due 45 days from the date of release to Buyer from Seller’s U.S. based facility or 45 days from date of invoice if later. Invoices may not be dated prior to the date of shipment of the Products covered thereby, and no payment shall be due if any invoice is improper as to date or otherwise.
  8. Termination.
    8.1. Buyer may, by notice in writing to Seller, terminate the relevant Purchase Order or work thereunder, in whole or in part, at any time and such termination shall not constitute default. In such event, Buyer will pay Seller contract price for finished goods covered by this agreement held in Seller’s inventory provided product is completed to specifications and accepted by Buyer. Buyer will reimburse Seller verifiable costs associated with components in manufacture of incomplete Buyer’s proprietary products covered by this agreement.
    8.2. Buyer shall have the right to cancel for default all or any part of the relevant Purchase Order upon the occurrence of any of the following events: (a) Seller does not make deliveries or furnish services according to the terms specified, (b) Seller repudiates such or any other Purchase Order or these Standard Terms, (c) Buyer rightfully rejects or revokes acceptance, (d) Seller breaches any of the terms hereof including warranties of Seller, (e) Seller makes an arrangement, extension or assignment for the benefit of creditors, (f) Seller dissolves or otherwise ceases to exist or liquidates all or substantially all of its assets, (g) Seller becomes insolvent or generally does not pay its debts as they become due or (h) Seller is adjudicated as bankrupt or files a voluntary petition in bankruptcy. Buyer may, at its option, request that Seller provide adequate written assurance of future performance pursuant to the Uniform Commercial Code as enacted in the State of New York. In such a case, Seller must provide said written assurance of performance within 10 days of Buyer’s written request (excluding the date of mailing). This right of cancellation and the right to request an adequate written assurance of future performance are in addition to and not in lieu of any other remedies which Buyer may have in law or equity.
  9. Codes and Configuration Control. Unless otherwise agreed by Buyer, Seller shall obtain all appropriate certifications related to the goods (e.g., Underwriter’s Laboratories, NSF, CEC, CE, WEEE and RoHS, etc.). Seller shall not make any change in design, manufacturing or assembly processes or source of supply of the Products/Services purchased hereunder without the express prior written approval of Buyer. Seller further represents and warrants that it shall track all sources of supply in order to implement a potential recall.
  10. Buyer’s Property and Tooling. The tooling used to produce the goods shall be manufactured or obtained by Seller on behalf of Buyer, and shall be owned at all times by Buyer. All sketches, engineering drawings, specifications and other documents, etc. relating thereto, shall hereinafter be referred to as the “Buyer’s Property”, and all replacements thereof and materials fixed or attached thereto, shall be and remain the property of Buyer. All Buyer's Property and, whenever applicable, each individual item thereof, will be plainly marked and otherwise adequately identified by Seller as property of Buyer, will, at Seller's expense, be safely stored (separate and apart from Seller's property wherever practicable), and will be kept free of all liens, claims, encumbrances and interests of third parties. Seller will maintain all of the Buyer’s Property in good condition at Seller’s expense and if any of Buyer’s Property is damaged Seller shall so notify Buyer and shall, at Seller’s expense, repair or replace the same immediately. All of Buyer’s Property shall be held and used by Seller for the exclusive benefit of Buyer and for no other purpose. Seller shall not duplicate, modify, scrap or destroy any of Buyer’s Property without the prior written consent of Buyer. Buyer shall have the right, at all reasonable times, upon prior request, to enter Seller's premises to inspect any and all of Buyer's Property and any property or goods manufactured, developed or created with the aid of Buyer's Property.
  11. Confidential Information and Inventions. All information or data furnished by Buyer to Seller in connection with the performance of any purchase order by Seller are the exclusive property of Buyer. Such information and data are furnished solely for the purpose of Seller’s performance of any purchase order and on the express condition that such information and data shall not be disclosed to others nor used for any purpose without the prior written consent of Buyer. All such information and data are to be returned to Buyer promptly upon written request from Buyer to Seller. In addition, Seller shall not, without Buyer’s prior written consent, disclose to third parties information regarding the pricing, payments or other financial arrangements between Buyer and Seller or the existence of their business relationship, except to the extent such disclosures are required to be made under applicable law or are made in a court of law or arbitration proceeding involving Buyer and Seller. The obligations under this Section 11 shall survive the cancellation, termination or completion of any purchase order. All inventions, discoveries, creations, improvements, models, prototypes, patents, trade secrets, trademarks and copyrights relating to the performance of any purchase order (“Developments”) shall be the exclusive worldwide property of Buyer, and regardless of whether such Developments are conceived by Seller solely or jointly with others. Seller shall promptly disclose all such Developments to Buyer, and shall use its best efforts to assist Buyer in the protection of Buyer’s worldwide exclusive property rights in such Developments, including without limitation the execution of assignment, patent, copyright and trademark documents at the request of Buyer. In the event Buyer is unable to obtain Seller’s execution of such documents, Seller hereby appoints Buyer as its attorney-in-fact for the purpose of executing or filing such documents. Seller shall ensure that all of its employees and representatives working in connection with Buyer’s purchase orders are bound by obligations to assign all inventions, discoveries, creations, improvements or suggestions to Seller and to assist in securing the intellectual property rights therefor.
  12. Exclusivity. Seller acknowledges and agrees that the rights to the designs of the goods or components of the goods are the exclusive property of Buyer and are not to be duplicated by Seller and/or manufactured or sold by Seller to any party other than Buyer.
  13. Audit and Inspection Rights. Seller agrees that it must be able to demonstrate its compliance with the terms of these Standards Terms at the request of and to the satisfaction of Buyer which includes, but is not limited to, Buyer having the right to inspect any site involved in work for Buyer and to have access to the books and records of Seller related to the performance of any purchase order. If Seller fails to comply with this Section 14, Buyer shall be entitled, in its sole discretion, to terminate the purchase order or other agreements between Seller and Buyer without penalty to Buyer, but with obligations for Seller to remedy any damages suffered by Buyer as a result of such termination or as a result of the breach of the purchase order by Seller.
  14. Intellectual Property Infringement Indemnity. Seller warrants the goods purchased hereunder do not infringe upon any patent, trademark, service mark, trade name, copyright or other similar third party intellectual property right and covenants and agrees to defend (at Buyer’s request) and hold harmless Buyer, its customers, agents and subsequent owners from any claim that any product or article sold by Seller hereunder (except goods specifically of Buyer’s design), infringes any letters, patent, copyright or trademark, or from any claim of unfair competition, by reason of its use or sale by Buyer, its customers or agents. Seller further agrees to indemnify (and as incurred, reimburse) Buyer against any and all expense, loss, royalties, profits and damages, including court costs, attorneys’ fees and reasonable value of time expended by Buyer’s employees (as determined by Buyer in its sole discretion), in connection with or resulting from such suit or proceedings, including, without limitation, any settlement or decree of judgment therein. Seller’s obligations hereunder survive acceptance of goods and payment delivered by Buyer.
  15. Insurance Requirements. Seller shall obtain and maintain in force at its own expense and with a reputable insurance company acceptable to Buyer, adequate and suitable insurance to cover its liability under this Agreement (including, but not limited to, comprehensive general liability insurance to include, without limitation, public and product liability and product recall insurance to the value of at least five million dollars ($5,000,000) per occurrence, and with an aggregate limit of five million dollars ($5,000,000) per annum and such other cover as Buyer reasonably deems appropriate) and shall supply to Buyer on its reasonable request, certificates to prove that Seller has appropriate and valid insurance. Save for employer’s liability and professional liability insurances, each and every insurance policy required pursuant to this Section 16 shall (i) name Buyer as an additional insured, (ii) contain a cross liability clause, as if the policy had been issued to each of the insured in their own right such that the interest of each co-insured will not be invalidated or detrimentally affected by any act or omission of any co-insured and (iii) be primary as to any other valid and collectible insurance which may be available to Seller, The stipulated limits of coverage in this Section 16 will not be construed as a limitation of any potential liability to Buyer and failure to request evidence of this insurance will in no way be construed as a waiver of Seller’s obligation to maintain the insurance coverage specified.
  16. Changes. Buyer reserves the right at any time to make written changes in any one or more of the following: (a) specifications, drawings and data incorporated in the relevant Purchase Order where the items to be furnished are to be specially manufactured for Buyer; (b) methods of shipment or packing; (c) place of delivery; (d) time of delivery;(e) manner of delivery; or (f) quantities.
  17. Miscellaneous.
    17.1. Arbitration. Any controversy or claim arising out of or relating to these Standard Terms or the relevant Purchase Order, or the making, performance or interpretation thereof, including without limitation alleged fraudulent inducement thereof, shall be settled by binding arbitration in New York, New York by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any arbitration award may be entered in any court having jurisdiction thereof.
    17.2. Notices. Notices and communications under the relevant Purchase Order or these Standard Terms shall be deemed given to either party at the address set forth on the relevant Purchase Order (includes any electronic address, if so provided on the relevant Purchase Order): (a) upon the expiration of 5 business days after the date of deposit in the U.S. mail if sent by registered mail, return receipt requested; (b) upon the next business day if sent by recognized overnight supplemental delivery service; (c) the same business date if notice is delivered personally; or (d) upon electronic confirmation of transmission if sent by facsimile or electronic mail.
    17.3. Assignment. Seller may not assign, transfer or subcontract these Standard Terms or the relevant Purchase Order or any interest herein or any rights or duties hereunder without the prior written consent of Buyer.
    17.4. Force Majeure. Neither party shall be liable in damages for any failure due to unforeseeable causes beyond its control and without its fault or negligence, including, but not restricted to acts of God or of the public enemy, acts of the Government, fires, floods, epidemics, quarantine restrictions, strikes, or freight embargoes.
    17.5. Governing Law. These Standard Terms and each Purchase Order shall be interpreted and construed in accordance with the laws of the State of New York.
    17.6. Affiliates. Any right, cause of action claim for relief or remedy granted to Buyer herein shall extend without exception to any entity that controls, is controlled by, or is under common control with Buyer.
    17.7. Entire Agreement and Priority. These Standard Terms, together with each Purchase Order of which they are a part and any specifications set forth herein and therein, constitute the complete and final agreement between the parties and supersede all prior negotiations and agreements between the parties concerning the subject matter hereof and thereof; provide that (i) to the extent of any conflict between these Standard Terms and the terms of the relevant Purchase Order, the terms of the relevant Purchase Order will control and (ii) if at the time of delivery of a Purchase Order the parties are also party to an in effect Master Supply Agreement, additional terms in the Master Supply Agreement shall also apply, but in the case of conflict between any thereof the order of priority is (a) the relevant Purchase Order will control except that the price for any goods shall in any event be determined as set forth in an applicable Appendix to the Master Supply Agreement, (b) the terms of such Master Supply Agreement will control except as described in (a), and (c) these Standard Terms shall apply except in the case of conflict with the relevant Purchase Order or such Master Supply Agreement. The relevant Purchase Order, any Master Supply Agreement and these Standard Terms shall govern and control the respective rights and obligations of all Products purchased under such Purchase Order submitted by Buyer or its affiliates, to the exclusion of any additional delivery or purchase terms or conditions, whether set out in any acceptance or acknowledgment or otherwise, unless expressly agreed to in a writing signed by both parties. 
    In addition to these Standard Terms, the Purchase Order of which they are a part and any specifications set forth herein and therein, the parties hereto may also be party to a Confidentiality Agreement, a Tooling Agreement and/or an eKANBAN Agreement. The parties agree that: (y) any Confidentiality Agreement, Tooling Agreement and/or eKANBAN Agreement executed before the date hereof will survive the issuance of the Purchase Order and the effects of these Standard Terms and continue in full force in accordance with its terms; and (z) these Standard Terms, the Purchase Order of which they are a part and any specifications set forth herein and therein will survive the execution hereafter of any Confidentiality Agreement, Tooling Agreement and/or eKANBAN Agreement and continue in full force in accordance with its terms except to the extent such Confidentiality Agreement, Tooling Agreement and/or eKANBAN Agreement expressly amends them.
    17.8. Amendment. Subject to Section 18.7, in no event will Buyer be deemed to have agreed to have changed, enlarged or modified its liabilities or obligations as fixed by these Standard Terms, by virtue of terms set forth in Seller’s acceptance, confirmation or otherwise, except by a writing signed by an officer of Buyer expressly amending these Standard Terms. Without limiting the foregoing, no mere acceptance of goods delivered will constitute acceptance of such a change, enlargement or modification.
    17.9. Fair Labor Standards Act. Seller agrees that all goods purchased hereunder will be produced in compliance with the Fair Labor Standards Act.
    17.10. Compliance with Applicable Law and Buyer Code of Responsible Business. Seller represents that the goods purchased hereunder were manufactured and priced and are being sold in compliance with all applicable federal, state, and local laws, rules and regulations. Seller acknowledges that Buyer has a code of responsible business (the “Code”), which is available upon request. Seller shall, at all times, conduct, and cause its officers, directors, employees and/or agents to conduct, business ethically and in accordance with the provisions of the Code. This Section shall apply whether or not Seller is acting pursuant to a Purchase Order or otherwise in its relationship with Buyer. Seller agrees that it must be able to demonstrate its compliance with the requirements referred to in this Section at the request of and to the satisfaction of Buyer which includes, but is not limited to, Buyer having the right to inspect any site involved in work for Buyer. If Seller fails to comply with this Section, Buyer shall be entitled, in its sole discretion, to terminate the relevant Purchase Order or other agreements between Seller and Buyer without penalty to Buyer, but with obligations for Seller to remedy any damages suffered by Buyer as a result of such termination or as a result of the breach of the relevant Purchase Order by Seller.

Refund Policy

  1. Returns: All returns must be authorized by Display Technologies. Call (516) 390-0434 to obtain a Return Merchandise Authorization Form (RMA). This form as well as return instructions will be emailed to you and must accompany the returned goods. If cartons are received damaged, the Bill of Lading (BOL) must be noted. If it is concealed damage, DT must be notified within 48 hours and pictures should be supplied by the customer. Incorrectly placed orders due to customer error will result in a restocking fee. In addition, the customer will be liable for all freight charges. If a UPS order is undeliverable due to customer’s incorrect shipping instructions (i.e. wrong address provided, location closed, location moved, etc.) the customer will be required to pay all freight and restocking charges. If the customer received the wrong product or they received damaged goods, Returns will be honored without charge.
  2. Restocking: A restocking fee of 20% of the equipment price will be charged on any authorized return not related to quality issues. A Return Merchandise Authorization Form ("RMA") must accompany all returned goods.

General Warranty Terms

Display Technologies warrants that all Products are, and when distributed or used, will be free from material defects in materials and workmanship for a period of one (1) year from the date of Display Technologies shipment when used according to Display Technologies’ recommended usages.

Display Technologies liability is limited for breach of the foregoing warranty to the full credit for defective Product. It shall not be deemed a “defect,” and Display Technologies will not be liable under the warranty if the Product has been exposed or subjected to any: (1) maintenance, repair, installation, handling, packaging, transportation, storage, operation or use that is improper for the Product’s ordinary use or otherwise not in compliance with Display Technologies’ instruction; (2) Product alteration, modification or repair by anyone other than Display Technologies or those specifically authorized by Display Technologies; (3) accident, contamination, foreign object damage, abuse, misuse, neglect or negligence after shipment; (4) damage caused by failure of a Display Technologies-supplied Product not under warranty or by any hardware or software not supplied by Display Technologies; or (5) use of parts that are not 100% compatible with the Product.

THE WARRANTY REFERENCED HEREIN IS EXCLUSIVE, AND IS IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS. ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER REMEDIES, ARE DISCLAIMED AND EXCLUDED BY DISPLAY TECHNOLOGIES. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY NON WARRANTY OBLIGATION OF DISPLAY TECHNOLOGIES AND THE SOLE REMEDIES FOR DISPLAY TECHNOLOGIES’ LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) WITH RESPECT TO THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT SHALL BE TO USE ALL COMMERCIALLY REASONABLE EFFORTS TO PROMPTLY CURE SUCH BREACH.