Colt Electro Optics Terms and Conditions of Sale

1. Scope
The Terms and Conditions (“Terms”) contained herein shall apply to all Colt Optics quotations, offers, and sales of products and/or services, except to the extent that these Terms conflict with a written contract, sales agreement or distributor agreement signed by both Colt Optics and Buyer. Colt Optics quotations, offers, and sales are expressly conditioned upon Buyer’s acceptance of the Terms herein, which acceptance may be express or implied. Colt Optics expressly rejects any Buyer terms and conditions, including but not limited to any Buyer terms and conditions which have been or may in the future be included as part of any purchase order, procurement document, or other communication from Buyer. Colt Optics’ failure to object to provisions contained in any communication from buyer shall not be deemed to waive any provisions herein, or to accept any different terms and conditions communicated by Buyer. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry.

2. Price, Taxes and Quotations
Price proposals by Colt Optics for products and/or services are valid for 30 days from issuance, unless otherwise provided by Colt Optics in writing. Except where specifically indicated in Colt Optics’ written price proposal, all prices are exclusive of applicable taxes, including but not limited to revenue or excise taxes, value added taxes, import duties (including brokerage fees) or other taxes applicable to the manufacture or sale of any product. All applicable taxes shall be the responsibility of and paid by Buyer unless Buyer provides a proper tax exemption certificate. Any amounts paid at any time by Colt Optics that are the responsibility of Buyer, such as export license fees, shall be invoiced to buyer and shall be reimbursed by Buyer to Colt Optics.

3. Time of Delivery
Colt Optics reserves the right to ship product in advance of any Confirmed Shipping Date. Time of delivery by Colt Optics is not of the essence.

4. Payment Terms
Unless otherwise approved in writing by Colt Optics, payment shall be due at the time of shipment readiness, invoicing, and notification to the Buyer by Colt Optics. If amounts are not paid when due, Buyer agrees to pay interest on any unpaid balance at a rate of one- and one-half percent (1.5 %) per month, or the maximum rate permitted by law, whichever is less. All payments are to be in United States dollars. Where payment is made by letter of credit, all costs of collection shall be for Buyer’s account. Buyer agrees to pay Colt Optics’s reasonable costs to collect delinquent accounts, including but not limited to attorney fees and costs of legal action.

5. Non-Conforming Delivery and Risk of Loss
(a) All sales are FOB origin. Risk of loss and title shall pass to Buyer as soon as the products have been placed with a transport agent. Colt Optics shall be entitled to retain a security interest in the products until Buyer’s final payment to Colt Optics.

(b) Buyer shall notify Colt Optics in writing of any visible defects, quantity shortages or incorrect product shipments, within seven (7) days of receipt of products or services. Failure to so notify Colt Optics within seven (7) days shall constitute acceptance and be deemed an unqualified waiver by Buyer of any rights to reject or return products or services on the basis of visible defects, shortages or incorrect shipments.

6. Order Cancellation
(a) Buyer’s Cancellation for Convenience: Buyer may cancel an order for convenience on the following terms: (i) For standard Colt Optics products, Buyer may cancel delivery without penalty at any time; (ii) For services, nonstandard parts, custom products, or standard parts with minimum usage, Buyer may cancel an order by providing written notice to Colt Optics more than ninety (90) days in advance of the Confirmed Shipping Date, except that (1) Buyer shall accept delivery and pay Colt Optics the contract price for all products and services completed at the time of such cancellation; (2) for products which are in the work-in-process inventory and services which Colt Optics has not completed at the time of cancellation, the Buyer shall pay Colt Optics an amount equal to the percentage complete multiplied by the contract prices; and (3) Buyer shall pay promptly to Colt Optics the costs of settling and paying claims relating to termination of the work of Colt Optics’ subcontractors and vendors, as well as accounting, legal, and clerical costs relating to the cancellation.

(b) Buyer’s Cancellation for Default: If Colt Optics does not deliver products or services by an order’s Confirmed Shipping Date; Buyer provides written notice with at least sixty (60) days for Colt Optics to cure; and, after such cure period, Colt Optics is unable to complete delivery, then Buyer may cancel the order in whole or in part. Under no circumstances shall any delay in receiving a necessary approval from any government entity for shipment or receipt of product or services give rise to a default on the part of Colt Optics, or to Buyer’s right to cancel an order in whole or in part. Notwithstanding any termination of Colt Optics for default, Buyer shall accept and pay Colt Optics the contract price for all conforming products and services delivered by Colt Optics prior to such termination.

(c) Colt Optics’ Cancellation: Colt Optics shall have the right to cancel any order in whole or in part, without notice to Buyer, in the event that Buyer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or otherwise in Colt Optics’ judgment becomes unable to meet its financial obligations in the normal course of business. Nothing in this Agreement shall be construed to limit any right or remedy of Colt Optics at law or in equity. All rights and remedies of Colt Optics under this Agreement and at law and in equity are cumulative and not mutually exclusive, and the exercise of one shall not be deemed waiver of the right to exercise any other.

7. Limited Warranty
Each optic is backed by a Limited Lifetime Warranty covering mechanical, electronic, and optical defects in materials and workmanship under normal use for the life of the product. If a covered defect is confirmed after inspection, we will, at our discretion, repair the product at no charge to the original purchaser or replace it with the same or a comparable model at no charge.

The Colt Optics Warranty does not cover loss, theft, deliberate damage or cosmetic damage that does not impact product performance.

The foregoing warranty shall also not apply to, or cover, any conditions or damages arising from the failure to follow the instructions in the Colt Optics user manual, including, but not limited to, disassembly beyond that as instructed in the manual. Colt Optics shall make the final determination as to whether its products are defective or nonconforming. All decisions made by Colt Optics on warranty are final.

THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES FOR THE COVERED PRODUCTS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COLT OPTICS’ LIABILITY FOR BREACH OF WARRANTY SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE COVERED COLT OPTICS OPTIC OR ACCESSORY, AT THE SOLE DISCRETION OF COLT OPTICS. IF COLT OPTICS CANNOT REPAIR THE OPTIC OR ACCESSORY, COLT OPTICS WILL REPLACE IT WITH AN OPTIC OR ACCESSORY OF EQUIVALENT VALUE. COLT OPTICS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WITH RESPECT TO ECONOMIC LOSS, INJURY, DEATH OR PROPERTY DAMAGE, WHETHER AS A RESULT OF BREACH OF THESE WARRANTIES, NEGLIGENCE OR OTHERWISE, EVEN IF IT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL STILL APPLY EVEN IF THE LIMITED REMEDY OF REPAIR AND REPLACEMENT FAILS OF ITS ESSENTIAL PURPOSE.

Any action against Colt Optics based on an alleged breach of this warranty must be brought within one (1) year of the claimed breach. Some jurisdictions do not allow the exclusion or limitation of implied warranties and/or incidental or consequential damages, so the above limitations or exclusions may not apply.

This Limited Lifetime Warranty set forth above gives the original consumer purchaser specific legal rights, and the original consumer purchaser may also have other rights which vary from jurisdiction to jurisdiction.

8. Limited Liability
Neither Colt Optics nor Buyer shall be liable for delay, lost revenue, lost profits, loss of goodwill, or for any other incidental, consequential, special or punitive damages arising out of or relating to the sale of any Colt Optics products or services, or performance or nonperformance of this Agreement. Colt Optics’ maximum aggregate liability to Buyer arising out of or relating to this Agreement, including but not limited to any express or implied warranty, condition, or representation, shall be the price of the affected products or services for which Buyer has paid Colt Optics under this Agreement.

9. Confidential Information
Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations to the other hereunder), divulge or communicate to any third party any information provided by the other that it reasonably knows to be confidential.

10. Force Majeure
Colt Optics shall not be liable for any damage or penalty for delay in delivery, or for failure to give notice of delay, when such delay is due to causes beyond the reasonable control of Colt Optics, including but not limited to the elements, acts of god, acts of the Buyer, act of civil or military authority, war, terrorist acts, riots, concerted labor action, or shortages of materials. The delivery date shall be deemed extended for a period of time equal to the time lost due to any such excusable delay.

11. Compliance with Laws
Buyer shall comply with all Federal, state, and local laws, rules and regulations pertaining to the goods or services purchased or received under this Agreement. Buyer is advised that the goods and services purchased or received from Colt Optics under this Agreement, including but not limited to any related drawings, samples, or technical manuals, may be restricted under the Arms Export Control Act, International Traffic in Arms Regulations (ITAR), Export Administration Act, and/or Export Administration Regulations (EAR). In addition, assembly of Colt Optics parts or placing other accessories onto Colt Optics products, and/or their transport or resale may violate applicable laws, rules or regulations and are done at Buyer’s sole risk. Buyer expressly assumes all responsibility and all liability for its conduct and compliance with all laws, rules and regulations, and Colt Optics expressly disclaims any responsibility or liability therefor. Buyer agrees to indemnify and hold Colt Optics harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, and demands, either at law or in equity, arising out of or relating to any of Buyer’s actions or failures to act.

12. Assignment and Subcontracting
Colt Optics shall be entitled at all times to delegate or assign its rights under the contract (in whole or in part), or to subcontract any part of the work or services to be provided under the contract, as it deems necessary or desirable.

13. Notices
Any notice hereunder shall be deemed to have been given if sent by prepaid first class mail to the party concerned at its last known address. Notice to Colt Optics shall be to Colt Optics, 10448 Citation Dr. STE 200, Brighton, MI 48116, Attn: Legal Dept.

14. Waiver
Failure by Colt Optics to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

15. Applicable Law
Any dispute arising out of or related to an Agreement to which these terms and conditions apply shall be resolved exclusively under the laws to the State of Michigan and in the state or federal courts located in Detroit, Michigan, United States of America.

16. Intellectual Property Rights
Colt Optics reserves all intellectual property rights including, but not limited to, patent, copyright, trade dress, and trade secret. Buyer shall not reverse-engineer, decompile, or attempt to do so or the like with respect to any Colt Optics product. The trademarks, trade dress, and service marks of Colt Optics may be used publicly only with prior permission from Colt Optics. Fair use of Colt Optics’ trademarks in advertising and promotion of Colt Optics’ products is permitted only with proper acknowledgment. The absence of any marking, name or logo shall not constitute a waiver of any intellectual property rights that Colt Optics may possess in any of its products, service marks or logos. No license is transferred or intended to be by these terms with respect to any Colt Optics product or its associated intellectual property.

17. Severability
The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impair the validity, legality, or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

18. Amendment of Terms
These Terms shall not be waived or amended except by Colt Optics’ express written agreement.