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specifically set forth in any Purchase Order and accepted in writing by DESiN. Any term or condition or standard of performance different from
or in addition to these Standard Terms of Sale, whether set forth on the Purchase Order or otherwise proposed by Customer, must be agreed
to, in writing, by DESīN in advance, and in the event of any conflict or inconsistency, between these Standard Terms of Sale and any Purchase
Order or other document proposed by Customer, these Standard Terms and Conditions will control. Customer agrees that Customer’s
submission of a Purchase Order to DESīN or Customer’s acceptance of any Goods provided by DESīN shall constitute Customer’s irrevocable
acceptance of these Standard Terms of Sale.
2.
Prices:
Prices for the Goods set forth in the Purchase Order, unless otherwise stated in writing, do not include taxes, as set forth in these
Standard Terms and Conditions, transportation or shipping charges, special packaging or other services unless otherwise set forth in the
Purchase Order. Prices are all quoted in denominations of United States’ Dollars. The price for custom items not otherwise available for sale
will be quoted by DESīN on a job-by-job basis. DESīN reserves the right to correct any error in prices.
3.
Terms of Payment:
Unless otherwise specified in writing, payment shall be received by DESīN prior to any shipment of any Goods. Payment
shall be made in denominations of United States currency.
4.
Customer Inspection:
Upon Customer’s receipt of shipment, Customer shall immediately inspect the Goods. Unless Customer provides
DESīN with written notice of any claim for shortages of or patent defects in the Goods within five (5) days after receipt of shipment, such Goods
shall be deemed finally inspected, checked and accepted by Customer and in full compliance with these Standard Terms of Sale.
5.
Delivery/Packaging:
a.
DESīN shall use reasonable commercial efforts to make delivery of Goods or perform services within the time requested on Customer’s
Purchase Order. DESīN shall use its own discretion in choice of carrier and method of packing. DESīN has no obligation to obtain
insurance for Customer covering Goods in transit to Customer.
b.
Prices stated are based on DESīN’s standard packaging. Packaging will be standard commercial packaging and acceptable to the
commercial carrier.
6.
Cancellation and Returns:
Only unopened and unused Goods can be returned to DESīN for a refund of the Customer’s purchase price,
provided Customer returns such Goods to DESīN within 14 days after the date of shipment to Customer. All returns must be postmarked by the
fourteenth day. Customer is responsible for all shipping costs to return any Goods. Prior to issuing any refund, DESīN reserves the right to
inspect all returned Goods to determine whether such Goods remain unopened and unused. No other returns of Goods shall be accepted
without the prior written approval of DESīN. DESīN may exclude special orders from this 14-day return policy if done so in writing prior to
accepting Customer’s order.
7.
Force Majeure:
DESīN will not be liable or otherwise responsible for any damage, loss, fault, or expenses arising out of delays in
manufacturing, shipment or other non-performance of any Purchase Order caused or imposed by: strikes, fires, disasters, riots, acts of nature;
intervention of government, war or threat of war, acts of terrorism, conditions similar to war, sanctions, blockades, embargoes; acts of
Customer; shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities; governmental action, subcontractor
delay or any other cause, condition or circumstance beyond DESīN’s reasonable control (collectively, “Force Majeure”). If there is a delay or
nonperformance due to Force Majeure, then DESīN may, at its option, and without liability, revoke all or any portions of its acceptance of
Customer’s Purchase Order and/or extend any date upon which any performance thereunder is due.
8.
Limited Warranty/Disclaimer of Warranties:
The parties expressly agree that Customer’s sole and exclusive remedy against DESīN shall be
for the repair and replacement of defective Goods as provided herein. THE WARRANTIES SET FORTH BELOW ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE
EXPRESSLY DISCLAIMED. NO AFFIRMATION OF DESiN, BY WORDS OR ACTION, OTHER THAN AS SET FORTH IN THIS SECTION, NOR ANY
ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, MADE BY DESīN TO CONSUMER PURCHASERS OF THE GOODS SHALL CONSTITUTE A
WARRANTY HEREUNDER. DESīN’s warranty does not apply to any Goods that have been subjected to misuse, mishandling, misapplication,
neglect (including but not limited to improper maintenance), accident, improper installation, modification (including but not limited to use of
unauthorized parts or attachments), or adjustment or repair performed by anyone other than DESīN or one of DESīN’s authorized agents. In no
event shall DESīN be responsible for the quality or performance of any goods manufactured by other parties; such Goods shall carry only the
warranty of the manufacturer.
