Terms and Conditions

1. QUOTATION: Subject to the terms and conditions contained herein including the face hereof, this will serve as a quotation of Seller, California Nanotechnologies Inc. , in response to Customer’s inquiry to purchase the products and services stated on the quotation.

2. PRICES: Prices quoted or acknowledged are based on California Nanotechnologies current costs. All quotations are valid for as specified on quotation. Please contact California Nanotechnologies to reconfirm prices after quote expiration.

3. DELIVERY: Delivery is subject to delays caused by strike, fire, flood, accident or any other beyond the control of California Nanotechnologies, including delays in delivery of materials by third parties. Any delivery date specified shall be the date of shipment from California Nanotechnologies. All shipping & handling charges for delivery of materials to the Customer will be charged to the Customer, unless California Nanotechnologies and Customer have agreed in writing to other terms.

4. TOOLING: Any tooling created shall be the property of the Customer and shall be maintained by California Nanotechnologies in order to produce more products whenever a repeat order is received. Tooling has no guarantee of service life or longevity. Additional tooling may be required. Approval confirmation will be requested prior to additional tooling manufacturing.

5. CHANGES: Changes requested by Customer after production has commenced will have to be authorized by California Nanotechnologies and a revised purchase order must be submitted by the Customer reflecting changes requested. No additional work will be completed until new purchase order is received.

6. LIMITED EXPRESS WARRANTY: CALIFORNIA NANOTECHNOLGIES will warrant that at the time of delivery each Product will conform to the specifications thereof and will be free from material defects in materials and workmanship, and that the software will perform substantially in  accordance with the manner described in the specifications for a period of twelve (12) months from the date of bill of lading or airway bill for the Products or 14 months from the date of delivery at Ex-CALIFORNIA NANOTECHNOLGIES’s Factory, whichever comes earlier. Buyer will  acknowledge that the conditions of use and application by Buyer or its customers of any Product and technical information provided in connection therewith (whether verbal or written) will be beyond CALIFORNIA NANOTECHNOLGIES’s control. Buyer will agree that it will test such Product and technical information to determine to its satisfaction whether they will be suitable for theintended use and applications of Buyer or its customers. All technical information will be given without warranty or representation. Buyer will assume, and release CALIFORNIA NANOTECHNOLGIES from, all liabilities, whether in contract, tort or otherwise, incurred in connection with the use or application of any Product or technical information provided in connection therewith (whether verbal or written). THIS WARRANTY AND THE PATENT WARRANTY CONTAINED IN PARAGRAPH 7 WILL BE GIVEN AND ACCEPTED IN LIEU OF ANY OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

7. LIMITATION OF REMEDY: Buyer’s exclusive remedy against CALIFORNIA NANOTECHNOLGIES, and CALIFORNIA NANOTECHNOLGIES’s total liability, for any claim, whether in contract, tort or otherwise, arising out of this transaction, or alleged to have resulted from an act or omission of CALIFORNIA NANOTECHNOLGIES, whether negligent or otherwise, including without limitation any failure to deliver, delay in delivery, product contamination or breach of warranty, will be limited to the Price for the Products with respect to which such claim is made or, where appropriate and at the option of CALIFORNIA NANOTECHNOLGIES, to replacement of such Product. Transportation charges for the return of any Product will not be paid unless authorized in advance by CALIFORNIA NANOTECHNOLGIES. IN NO EVENT WILL CALIFORNIA NANOTECHNOLGIES BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFIT OR LOSS OF USE AS A RESULT OF ANYCLAIM BY BUYER OR ANY ACT OR OMISSION OF CALIFORNIA NANOTECHNOLGIES.

8. PAYMENTS: California Nanotechnologies reserves the right to suspend production at any time and to withhold deliveries of any or all goods if any payment to be made by the Customer has not been made promptly as agreed. Payment terms are Net 30 unless California Nanotechnologies and Customer have agreed in writing to other terms.

 
9. TRANSPORTATION: In the absence of specific shipping instructions, California Nanotechnologies will use its own discretion in choice of method of transportation and carrier. California Nanotechnologies assumes no responsibility for insuring shipments unless specified by Customer, in which event such insurance shall be based on Customer’s valuation and at Customer’s expense. All claims for damage and loss, whether apparent or concealed, shall be filed by customer with the carrier. California Nanotechnologies assumes no responsibility for any such damage or loss.

10. CONFIDENTIALITY: Customer shall treat as confidential all technical information supplied by California Nanotechnologies both prior to and after delivery of goods.

11. ADDITIONAL TERMS: No terms or stipulations, other than those herein provided, shall apply unless agreed to in writing by California Nanotechnologies and Customer.