DEFINITIONS

1.1. “Buyer” or “Purchaser” is defined as the entity or corporation providing the Purchase Order.

1.2. “Seller” is defined as KAYA Vision, Inc or its subsidiaries.

1.3. “Intellectual Property” means all trademarks, copyright and other intellectual property rights.

1.4. “Products” means any goods or services, where applicable, supplied to Purchaser by Seller.

1.5. “Offer” means any quotation, bid, or proposal for Goods and/or Services made by Seller to Buyer in writing via email, Sales Quotation or Estimate.

1.6. “Order” is defined as Buyer’s purchase order, contract or similar procurement instrument.

1.7. “Sales Order Confirmation” is the documentation detailing the acceptance of the Purchase Order.

1.8. “Statement of Work” means the documents that include requirements, details and specifications referring to the Goods and/or Services provided in the Order by the seller.

ORDERS

All Orders are subject to acceptance by Seller. Orders will be acknowledged, agreed upon and binding when buyer issues a “Sales Order Confirmation” in writing via e-mail to buyer and/or electronic communication as detailed in Orders. NRE and Custom Products are non-cancelable and non-returnable (“NCNR”). The Terms and Conditions from Seller supersede any Terms and Conditions of Buyer. The Buyer has Two (2) business days to review, modify or cancel the order unless the order has shipped. The Terms and Conditions may be altered if agreement has been met in writing by both parties. All Terms and Conditions are superseded by Contract between Buyer and Seller. Conditions not outlined in contract will be enforced by Seller’s Terms and Conditions.

PRICES

Seller’s quotations are valid for 30 days or as otherwise stated in its writing via email or formal quotation. Prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. Customer is responsible for any additional fees and taxes.

DELIVERIES

Seller will exercise commercially reasonable efforts to perform with respect to a particular Sales Order Confirmation. Delivery dates quoted in Seller’s Order Confirmations are estimates only. Orders confirmed by Seller are firm and may neither be rescheduled by Buyer nor cancelled without Seller’s prior written consent. Buyer agrees that failure to deliver by an estimated delivery date shall not give the Buyer any right to claim compensation, nor impose any responsibility or liability on Seller…

TERMS OF PAYMENT

Payment of the total invoice amount is due upon sale via check, wire, ACH or credit card unless Net terms are established prior to acceptance of Order. On any past due invoice, KAYA Vision, Inc may charge interest from the payment due date to the date of payment (at 1% per month), plus reasonable attorney fees and collection costs. Kaya Vision may change the terms of Customer’s credit at any time.

DELIVERY AND TITLE

Transfer of title shall take place upon delivery Ex-Works (Incoterms 2010) at Seller’s designated facility unless otherwise specified by Seller. Buyer is responsible for all shipping costs and any applicable surcharges. Title and risk of loss pass to Customer upon delivery of the Products to the carrier…

INTELLECTUAL PROPERTY RIGHTS

The term “Intellectual Property Rights” shall mean (a) all patents, copyrights, computer software, firmware and mechanical designs in each case whether registered or not; (b) all proprietary information… (d) all rights under licenses and consents in relation to any of the foregoing…

ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS

Buyer must notify Seller in writing of any non-conformance, shortage, or other discrepancy to Products within Five (5) days after delivery…

WARRANTY

Seller warrants the Products will conform to the manufacturer’s specifications. NRE or custom work performed by Seller on Product, Software or Firmware will conform to Customer’s specifications…

LIMITATION OF LIABILITY

KAYA VISION, INC IS NOT LIABLE FOR AND CUSTOMER IS NOT ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES… CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD KAYA VISION, INC HARMLESS FROM ANY CLAIMS BASED ON…

PRODUCT USE

Products are not authorized for use in life saving equipment, critical safety or other applications where a failure may reasonably be expected to result in catastrophic property damage, personal injury or loss of life…