Terms and Conditions of Sale

1. Entire Agreement

1.1 All sales of products, hardware, components, accessories, and any related services (collectively, the “Products”) by Jay Photonics Inc. (“Jay Photonics”) are governed exclusively by these Terms and Conditions of Sale (“Terms”).

1.2 Any terms proposed by the Customer that are inconsistent with or additional to these Terms are expressly rejected unless confirmed in a separate written agreement signed by an authorized representative of Jay Photonics.

1.3 By submitting a purchase order, accepting delivery, or otherwise engaging with the Products, the Customer acknowledges and agrees to these Terms in full.

2. Quotations and Pricing

2.1 Written quotations provided by Jay Photonics remain valid only for the duration stated on the quotation itself.

2.2 Prices are subject to correction in the event of typographical or clerical errors.

2.3 Unless otherwise indicated, prices are quoted in Canadian dollars (CAD). Currency and payment conditions are stated explicitly in each quotation or invoice.

3. Orders and Cancellations

3.1 Orders are binding only when accepted by Jay Photonics in writing.

3.2 Orders will be scheduled in the order received and subject to availability.

3.3 Standard Products: Customer cancellation requests must be submitted in writing. Cancellations made after an order has been processed may be subject to administrative or restocking fees.

3.4 Custom or non-standard Products: A non-refundable deposit, as specified in the quotation, is required before production begins. If the Customer cancels the order before fabrication has commenced, Jay Photonics shall retain the deposit as liquidated damages. If the Customer cancels after fabrication has started, the Customer shall remain liable for the deposit plus any additional costs incurred up to the cancellation date, including materials, labor, and overhead.

4. Payment Terms

4.1 Payment terms are as indicated on the quotation or invoice. Unless otherwise specified, payment is due within thirty (30) days of invoice date.

4.2 Jay Photonics reserves the right to require advance payment or other financial assurances before shipment.

4.3 Late payments are subject to interest at the rate of one and one-half percent (1.5%) per month (18% per annum) or the maximum allowed by law.

4.4 All collection costs, including attorneys’ fees and court expenses, incurred due to non-payment shall be reimbursed by the Customer.

5. Taxes, Duties, and Additional Charges

5.1 For sales within Canada, applicable sales taxes (GST, HST, and/or QST) are added to the invoice.

5.2 For international shipments, the Customer is solely responsible for all import duties, customs fees, brokerage charges, and other governmental assessments.

5.3 Shipping costs are invoiced separately unless otherwise agreed in writing.

6. Delivery, Title, and Risk of Loss

6.1 Unless otherwise agreed, all shipments are FOB Jay Photonics’ facility in Québec, Canada.

6.2 Title and risk of loss pass to the Customer when the Products are delivered to the carrier (e.g., FedEx, UPS, DHL, or other).

6.3 Orders are processed during regular business days. Estimated delivery times are provided for convenience only and are not guaranteed. Jay Photonics is not liable for delays caused by carriers, customs clearance, or events beyond its reasonable control.

6.4 The Customer is responsible for providing accurate shipping details. Additional costs resulting from incorrect information, redelivery, or refused shipments will be charged to the Customer.

6.5 International Customers are responsible for all customs duties, import taxes, brokerage fees, and related costs. Delivery may be subject to inspection and clearance by local customs authorities.

6.6 If delivery is delayed due to the Customer’s inability or refusal to accept the Products, Jay Photonics may store them at the Customer’s risk and expense, and additional storage or handling fees may apply.

6.7 Partial deliveries may be made at Jay Photonics’ discretion.

7. Inspection and Returns

7.1 Initial Inspection: The Customer must carefully inspect all Products immediately upon receipt. Claims for shortages, shipping errors, or visible transport damage must be submitted in writing within five (5) business days of delivery and must reference the original purchase order.

7.2 Return and Refund Policy:

- Custom Products: All sales are final. No cancellations, returns, or refunds are permitted once the order is confirmed.

- Standard Products: If a Product is defective, the Customer must notify Jay Photonics in writing within fifteen (15) business days of delivery. Once confirmed, Jay Photonics will repair or replace the defective unit at no additional cost.

- After fifteen (15) business days, all sales are considered final and non-returnable.

7.3 Return Procedure: To request a return or report a defect, the Customer must contact Jay Photonics Customer Service by email at support@jayphotonics.com. The Customer will be asked to provide proof of purchase, product serial number, and a clear description of the issue. If the return is approved, Jay Photonics will issue a Return Merchandise Authorization (RMA) number. No return will be accepted without an RMA number, and the number must be clearly marked on the outside of the package.

7.4 Condition of Returned Products: Products must be returned in original packaging and include all accessories, manuals, and certificates. Products not meeting these requirements may be refused or returned to the Customer at their expense.

7.5 Shipping Costs: Unless the return is due to a confirmed defect or an error made by Jay Photonics, the Customer is responsible for all shipping costs related to returns. The Customer is encouraged to use a trackable shipping service, as Jay Photonics is not responsible for lost shipments.

7.6 Refund Method: Where a refund is applicable, it will be processed back to the Customer’s original method of payment, after inspection and approval by Jay Photonics.

8. Warranty

8.1 Jay Photonics warrants that its Products are free from defects in materials and workmanship under normal use and service for a period of fifteen (15) business days from the date of delivery.

8.2 Claims for manufacturing defects must be submitted in writing within this fifteen-business-day period. If Jay Photonics confirms the defect, it will, at its option, repair or replace the defective Product. This is the Customer’s exclusive remedy.

8.3 This limited warranty excludes:

(a) consumables subject to normal wear (including, but not limited to, power supplies, cables, and optical components). This exclusion does not apply to defects reported within the initial fifteen (15) business days of delivery.

(b) damage caused by accident, misuse, improper storage, or use with non-approved accessories;

(c) modifications or repairs carried out without prior written authorization from Jay Photonics.

8.4 Jay Photonics shall not be responsible for costs associated with transportation, de-installation, or re-installation of Products unless explicitly agreed in writing.

9. Failure to Pay; Security Interest

9.1 Failure of the Customer to make payment when due renders the entire balance immediately payable.

9.2 Jay Photonics retains a security interest in all Products delivered until full payment is received.

9.3 In the event of default, Jay Photonics may repossess, resell, or otherwise dispose of the Products and apply proceeds toward the outstanding debt.

10. Limitation of Liability

10.1 Jay Photonics’ liability for any claim, whether in contract, warranty, tort, or otherwise, shall in no event exceed the purchase price paid for the Product giving rise to the claim.

10.2 Jay Photonics shall not be liable for indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, business interruption, or loss of data.

11. Intellectual Property

11.1 All patents, trademarks, copyrights, designs, and other intellectual property related to Jay Photonics Products remain the exclusive property of Jay Photonics.

11.2 The Customer shall not copy, decompile, reverse engineer, or modify any Product.

11.3 Any software or firmware provided with the Products is licensed, not sold, and may only be used as delivered, for internal business purposes, and in accordance with Jay Photonics’ instructions.

12. Compliance with Laws

12.1 The Customer agrees to comply with all applicable laws, including export and import controls, customs regulations, and local safety standards.

12.2 Products must not be used in nuclear, defense, or other restricted applications without Jay Photonics’ prior written consent.

13. Confidentiality

13.1 Any non-public information provided by Jay Photonics (technical data, test images, product designs) shall be treated as confidential and used solely for the purpose of operating the Products.

13.2 Confidentiality obligations shall survive termination of these Terms for a period of three (3) years.

14. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Jay Photonics from any claims, damages, or expenses arising out of:

(a) the Customer’s misuse or unauthorized modification of the Products;

(b) failure to comply with applicable laws; or

(c) resale or redistribution of the Products without authorization.

15. Termination and Suspension

15.1 Jay Photonics may suspend or cancel orders if the Customer fails to make payments when due or breaches these Terms.

15.2 Upon termination, Jay Photonics shall be entitled to payment for all Products shipped and all costs incurred up to the date of termination.

16. Assignment

The Customer may not assign its rights or obligations under these Terms without Jay Photonics’ prior written consent. Any unauthorized assignment shall be null and void.

17. Force Majeure

Jay Photonics shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, pandemics, supply chain disruptions, or government actions.

18. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the Province of Québec, Canada. Any disputes shall be resolved exclusively in the courts of Québec, and the Customer irrevocably submits to such jurisdiction.

19. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20. Non-Waiver

Failure by Jay Photonics to enforce any provision of these Terms shall not constitute a waiver of its rights to enforce such provision thereafter.