Terms and Conditions

I. TERMS AND CONDITIONS. All terms and conditions relating to the sale of the Goods or rendering of services by Seller are set forth herein subject to change by seller without notice.   This Contract supersedes Buyer's order blank, confirmation or manifest and any other contract or confirmation relating to the Goods between Buyer, Seller, and any broker, agent or employee of either party. This contract contains the final and complete agreement between the parties and there are no representations or warranties, expressed or implied, with respect to the Goods, except as specifically set forth herein.  This Contract may not be changed or terminated orally, and no change, termination or waiver of any provision hereof or of any right hereunder shall be binding on Seller unless it is in writing and signed by a duly authorized officer of Seller.  No waiver by Seller of any default shall be deemed a waiver of any subsequent default.  Failure of Seller to object to provisions contained in any order or other communication from Buyer shall not be construed as a waiver of any right or remedy of Seller hereunder, nor acceptance of any such provisions.  

II.  PRICES AND PAYMENT. The prices and terms of this Contract are not subject to anticipation of any discount, any rebate or modification, or to any trade custom, except as shown on the face hereof. Notwithstanding the foregoing, in view of Seller’s fluctuating costs and other factors affecting Seller, the prices of Goods are subject to change by Seller without notice. Unless otherwise indicated on the face hereof, each shipment of the Goods must be paid via Credit Card which shall be charged at the time of shipment.

III.  TAXES.  All tariffs, import and export duties, and similar imposts and taxes on the Goods, whether now existing or hereafter imposed or modified and all manufacturers' taxes, use taxes, sales taxes, or duties of any nature whatsoever which may be assessed against this order, shall be added to the price shown on the face hereof and shall be paid by Buyer; in the event Seller is required to pay any such tax or duty, the Buyer shall reimburse Seller therefore on demand or, in lieu of such payment, shall provide Seller at the time the order is submitted with exemption certificates or other documents acceptable to taxing or customs authorities.  

IV.  SHIPPING POLICY. The product will ship within 4 days from email order confirmation. The shipping costs will be standard at $9.99 for US and $19.99 for Canada.  The carrier is FedEx.  A shipping email confirmation will be sent along with a tracking number on the day the item ships.   

V.  ACCEPTANCE OF GOODS. Within 3 days of order confirmation, our representative will contact you to confirm you have ordered the correct product(s) for your application(s). Once the customer receives the product, they must inspect it within 5 days and get back to us if there is an issue.

VI.  IMPROPER INSTALLATION OF MISAPPLICATION. Seller is not responsible for damages to apparatus or Seller's equipment or products because of improper installation or misapplication of the Goods.

VII.  RETURN POLICY.  We do not accept returns unless the wrong product was shipped and/or the product was defective.

1. The customer is responsible for the return shipping cost.  Returns are to be sent to: Hamamatsu Corporation, 250 Wood Ave, Middlesex, NJ 08846
2. If the return is an exchange, then Hamamatsu will ship the replacement item free of charge.
3. Any Goods returned without Seller's written permission will remain the property of the sender and Seller will not be liable for loss by theft, fire, or other damage.
4. Goods must be securely packed to reach Seller without damage. Any cost incurred by the Seller to put goods in first class condition will be charged to Buyer.  
5. In no case are goods to be returned for Re-Stocking without first obtaining written authorization from Seller. All goods approved to be returned for re-stocking will be subject to 25% Re-Stocking fee.  

VIII.  FORCE MAJEURE:  SHIPPING DELAY.  Seller shall not pay or be liable for any penalty or any damages, either liquidated or otherwise for late delivery or installation.   Shipping dates are approximate whether or not specifically set forth on the face hereof.  Shipping dates are dependent upon prompt receipt from Buyer of all information necessary for the proper processing of Buyer's order. In the event there is any delay by Buyer in furnishing complete information, the date of shipment may be extended for a reasonable time, taking into account Seller's production schedule.  Seller shall not be liable for any  non- performance or delay in the delivery or shipment of Goods, or any other delay in performance under this Contract, when such nonperformance or delay is caused directly or indirectly by any cause beyond Seller's reasonable control (whether or not now in contemplation of either of the parties), including but not limited to  force  majeure, acts  of  God,  acts  of  Buyer,  strikes,  labor  disputes, epidemics,  floods, quarantine restrictions,  civil  commotion,  war, hostilities,  insurrection, riot,  rules,  law,  orders,  actions,  seizures, requisitions, priorities, preferences, instructions, regulations, restrictions or actions of any government or any agency or subdivision thereof; casualties, fires, accidents, embargoes, quotas, transportation delays, shortages of labor, materials, goods, fuel, power or transportation facilities, detention of goods by customs authorities, sinking of vessels, loss of goods in public or private warehouses, or inability to procure or delay in procuring materials, goods, labor or manufacturing facilities from Seller's usual sources or in its usual manner. In any such event Seller shall have the right, at its election and without any liability to Buyer, to (a) cancel all or any portions of this Contract, or (b) perform this Contract as so restricted or modified, and Buyer  shall  accept  such  restricted  or  modified  performance.

IX.  PENALTIES OR DAMAGES. Seller will not pay or be liable for any penalty or damages of any kind, either liquidated or otherwise, with respect to any order unless specifically approved in writing by an authorized officer of Seller.

X.  PUBLICATIONS.  Publications describing Seller's products are intended to be typical of design, form factor and performance, but in themselves do not constitute a specific offer to sell in accordance with stated specifications, such publications do not bind Seller in any way.

XI.  PATENT INFRINGEMENT. Buyer agrees to indemnify Seller from and against any and all claims, loss, cost, damage, and expenses, including reasonable attorneys' fees, with respect to any patent infringement claim arising out of or in any way connected with (a) application or use of the Goods, or (b) Goods built by Seller in accordance with Buyer's designs.  

XII.  SELLER NOT LIABLE:  NO CONSEQUENTIAL DAMAGES. Seller shall not be liable for Buyer's costs, prospective profits or goodwill, or for any other special, indirect or consequential damages of any kind, nor shall recovery or any kind against Seller be greater in amount than the purchase price of the specific Goods sold and causing the alleged damage.  Buyer assumes, and Buyer shall hold Seller free and harmless from all risk and liability for expense, loss, damage or injury to persons or property of Buyer or others arising out of use or possession of any Goods sold hereunder.  

XIII.  EXPORT CONTROL. Some Goods may be subject to US and or Japanese Export Regulations.  Buyer agrees as one of the terms of purchase not to export such Goods without having obtained and executed proper export licenses from the United States Government.  Further, if Buyer requires Seller to export such Goods from the United States, Buyer agrees to furnish import certificates and other documents as may be required by the United States Government to enable Seller to obtain export licenses from the United States Government. In the event the United States Government fails to grant an export license, Seller shall be considered blameless, and Buyer's obligations hereunder shall remain unchanged.  

XIV. INVALID TERMS. If any one or more of the terms and conditions of this Contract should be declared invalid by a court of law, such term or terms shall be considered deleted from the Contract, and all other terms and conditions shall remain in full force and effect.

XV.  ARBITRATION.  Any controversy or claim arising out of or relating to this Contract or the breach thereof, shall be settled by arbitration held in New York City in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction thereof.

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WARRANTIES. THERE ARE NO WARRANTIES EXCEPT FOR THOSE EXPRESSLY WRITTEN IN THE ATTACHED "STATEMENT OF ALL WARRANTIES;"  

ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ARE HEREBY EXCLUDED.    

(This document is referred to in, and is a part of the attached Contract of Sale, and relates only to the Goods covered by said Contract of Sale)  

THERE ARE NO WARRANTIES EXCEPT FOR THOSE EXPRESSLY WRITTEN HEREIN; ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.  

WARRANTIES

I.    LIGHT DETECTING DEVICES. All of Seller's light detecting devices are warranted to the original purchaser for a period of 12 months following the date of shipment by Seller, subject to the limitations, exceptions and conditions set forth in Section III.  This warranty is limited to repair or replacement, at the sole option of Seller, of any part which is defective in workmanship or materials used in manufacture.

II.    DEUTERIUM LAMPS. Subject to the limitations, exceptions and conditions set forth in Section III, all of the Seller's deuterium lamps are warranted to the original purchaser for a period of 12 months following the date of shipment by Seller, or for 500 hours of operation, whichever occurs first; provided, however, that if a lesser number of warranted hours of operation for deuterium lamp appears in Seller's catalog or the data sheet for such lamp, such lesser number of hours shall be substituted for 500 hours in the warranty for such lamp.  In connection with the warranting of deuterium lamps, Seller in its sole judgment shall conclusively determine the actual number of hours of operation for deuterium lamps.  

This Warranty is limited to repair or replacement, at the sole option of Seller, of any part which is defective workmanship or materials used in manufacture.  However, if Seller is notified of such defect in such lamp and elects to replace the entire lamp, then (a) Seller will replace such lamp free of charge if Seller is notified of such defect within 90 days of shipment by Seller or before actual operation equal to 1;4  of the number of warranted hours of operation for such lamp set forth above, whichever occurs first; and (b) if Seller is notified of such defect more than 90 days after shipment by Seller or after actual operation equal to more than 1;4 of the number of  warranted hours of operation for such lamp set forth above, then Seller will replace such lamp at Seller's then current price, after granting a credit equal to the lesser of the following amounts;  (a) the product of Seller's then current price and a fraction arrived at as follows:  Subtract from 365 the number of days from shipment by Seller to Seller's receipt of notice of defect, and then divide the results by 365 or (c) the product of Seller's then current price and a fraction arrived at as follows:  Subtract from the number of warranted hours of operation the actual  number of  hours  of  operation,  and  then  divide  the  result  by  the  number  of warranted hours of operation.  No lamp will be replaced if it has been used above the maximum current rating for such lamp published in Seller's catalog, or if it has been used in any manner not completely in accordance with the data published in Seller's catalog and in its data sheet for such lamp.  

III.  LIMITATIONS, EXCEPTIONS AND CONDITIONS RELATING TO WARRANTIES FOR ALL LIGHT DETECTING DEVICES AND LAMPS.

1. All of the above warranties relating to light detecting devices and lamps are subject to the following additional limitations, exceptions and conditions: Any claim for damage of or to a shipment arising out of or in any way connected to damage in transit is not covered by any warranty and such claim must be made directly to the delivering carrier within five days of receipt of the shipment.
2. Purchasers must inspect and test all light detectors and lamps and notify Seller of any claim under Seller's warranty arising out of such inspection and test within 30 days after receipt of shipment. Failure to perform said incoming inspection shall limit each claim to a maximum of 75% of invoice value of the light detectors and lamps covered by such claim.
3. Seller shall be released from all obligations under its warranties for damaged light detectors and lamps unless in the sole opinion of Seller the damage is due to a seal crack or a crack in a graded seal resulting directly from a manufacturing defect. 
4. Seller shall be released from all obligations under its warranties for any light detector or lamp which in the sole judgment of Seller has been damaged, altered, modified, abused, misused, or has not been opened and maintained in a proper manner and in accordance with Seller's catalog and the data sheet for the product, or has had the serial number, type number, or other identifying number obliterated or defaced.
5. No light detectors or lamps will be accepted for return unless permission for such return has been obtained from Seller in writing, the shipment has been returned freight prepaid and insured, the detectors or lamps are packed in their original box and accompanied by the original data sheet furnished to the purchaser, and a full written explanation of the reason for rejection of each item has been furnished.
6. Seller makes no warranty of any kind with respect to any prototype or developmental equipment or products, except where a special warranty specifically covering such equipment or products has first been negotiated with Seller and set forth in a writing signed by Seller.