- Products: “Products” shall mean any goods, components, optical elements, assemblies, materials, coatings, metrology, services, or related deliverables identified on any ios™ Optics proposal, quotation, order acknowledgment, or invoice. Products also include any technical data, models, specifications, or documentation supplied by either party that relate to the manufacture or delivery of such Products. Products may be classified under the U.S. Export Administration Regulations (“EAR”) or the International Traffic in Arms Regulations (“ITAR”), and ios™ Optics will identify the recognized export jurisdiction and classification of each Product on its quotation when applicable. Any revisions to drawings or specifications must be expressly approved in writing and will form part of the definition of Products for that order.
- Orders: Customer shall purchase Products by issuing a written purchase order signed by an authorized representative. Purchase orders must include all required drawings, models, or technical specifications needed to manufacture the Product. Customer is responsible for clearly identifying any ITAR-controlled technical data or EAR-controlled technical data provided to ios™ Optics at the time such information is transmitted. ios™ Optics will review and confirm recognized export jurisdiction and classification during the quotation process. Purchase orders shall indicate specific Products, quantity, price, delivery instructions, billing and shipping addresses, tax-exempt certifications (if applicable), and any special instructions. ios™ Optics may request additional technical or export-related information prior to order acceptance.
- Prices: All prices quoted are firm for thirty (30) days from the date of quotation, FOB ios™ Optics factory, and exclusive of taxes, insurance, transportation, or special packaging.
- Standard Payment Terms: Net 30 upon approval.
- Acceptable Payment Methods: Cash, wire, ACH, check, cashier’s check, and credit cards (with a 2.99% surcharge on transactions over $1,000, effective December 1, 2026). No surcharge for transactions under $1,000 or non-credit payments. Contact ar@iosoptics.com with questions.
- Past Due Balances: All outstanding balances past the due date shall incur a late penalty fee of 1.5% per month (18% per annum). Customer shall be responsible for all reasonable costs of collection, including attorney’s fees, administrative fees, and third-party collection charges.
- Modifications: Every effort will be made to accommodate Customer modification requests. Additional charges, rescheduling, or changes to delivery timelines may apply. If modifications include changes to specifications, drawings, materials, tolerances, or performance requirements, ios™ Optics will issue a revised quotation for Customer approval before proceeding. Modifications to controlled technical data may require re-evaluation of export classification and may delay order acceptance.
- Performance: Shipping dates specified or communicated by ios™ Optics are based on average lead times and are estimates only. Failure to perform or ship on such dates shall not constitute a breach. ios™ Optics shall not be liable for delays caused by material shortages, customs clearance, export licensing, government review, customer changes, transportation issues, or any circumstances beyond its reasonable control. All claims due to nonconformance or shortage must be submitted in writing within fifteen (15) business days after delivery. If ios™ Optics does not receive such notice within this period, the Product shall be deemed accepted.
- Return Material Authorization Procedure: ios™ Optics will only accept Products returned under an authorized RMA. Customer shall obtain an RMA number prior to returning any Product and must include an itemized statement of defect(s). Returns containing ITAR-controlled or EAR-controlled items from outside the United States require Customer to identify the export jurisdiction and classification of such items. ios™ Optics may require additional end-use or export information before approving an RMA and may require U.S. Government authorization prior to accepting or returning controlled items. Any Product returned that meets specifications will be subject to ios™ Optics’ standard inspection fee and returned at Customer’s expense.
- Limitation of Liability: Except for warranties explicitly stated herein, the Customer’s sole and exclusive remedy is limited to the terms of this Agreement. ios™ Optics shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost business, production downtime, rework costs, damage to downstream assemblies, or third-party claims. ios™ Optics’ total liability shall not exceed the amount paid by Customer for the specific Products giving rise to the claim.
- Shipping: Customer shall be financially responsible for all shipping charges. Title to Products passes to Customer upon transfer to the carrier at the FOB shipping point, subject to any applicable U.S. export authorization requirements. ios™ Optics shall not ship any Product until all required export compliance obligations are satisfied. Controlled items may require specific carriers, documentation, or license conditions.
- Fulfillment: ios™ Optics agrees to deliver all orders within 10% of the actual quantity ordered. Short deliveries (within 90% of the quantity ordered) and long deliveries (up to 110% of the quantity ordered) shall be considered fulfilled in their entirety and will be invoiced at the actual quantity delivered.
- Customer Supplied Material: Customer-supplied materials, including substrates, blanks, fixtures, or technical data, are accepted at Customer’s risk. ios™ Optics does not assume responsibility for loss or damage regardless of cause. If materials or technical data are ITAR-controlled or EAR-controlled, Customer must clearly identify the classification prior to transfer. Controlled materials may require special handling or may not be returnable without export authorization.
- Cancellation: Customer may not cancel or suspend an order without written consent from ios™ Optics. If consent is granted, Customer shall pay for all work performed, work in process, raw materials, and any export-control costs incurred such as classification work, documentation, or license application fees. Finished goods not yet shipped will be invoiced at the contracted price. Work in process will be invoiced at a unit price equal to the percentage completed.
- Reschedules: Customer may reschedule orders without penalty if received more than sixty (60) days prior to the confirmed ship date, except that Customer must accept delivery of all Products completed at the time of the request. For Products subject to export licensing, reschedules may require revalidation of export authorization and may be limited by license validity periods or provisos.
- Order Expiration: All blanket orders must be delivered within 12 months of the original order date. Any quantity not scheduled for delivery within 12 months shall be considered canceled. Standard payment and cancellation terms apply.
- Payment Remedies: ios™ Optics may pursue any reasonable means to collect past due balances, including the services of third-party collection agents or attorneys. Customer shall pay all reasonable collection costs including attorney’s fees and expenses.
- Export Control: Certain Products, technical data, materials, or services provided by ios™ Optics may be subject to the EAR and/or ITAR. ios™ Optics is registered with DDTC and is authorized to receive and handle ITAR-controlled technical data when properly identified by Customer. Customer is responsible for identifying any ITAR-controlled or EAR-controlled technical data, models, or documents provided to ios™ Optics at the time of transfer. ios™ Optics will identify recognized export classification and jurisdiction on its quotation for each applicable Product.
Customer agrees to provide accurate and complete end-use and end-user information upon request. If a U.S. export license is required, ios™ Optics will notify Customer and may apply standard export-compliance fees. ios™ Optics shall not be liable for delays caused by export licensing, government review, or Customer’s failure to provide required information.
