Terms & Conditions

Sales Terms and Conditions

Last Updated: 02/09/2026

These Sales Terms and Conditions (“Terms”) apply to the sale of all products (including parts or components) and services furnished by Microphoto (“Company”) to a customer (“Customer”).  Unless otherwise expressly agreed in writing by Company: (1) these Terms and Conditions supplement, and in the event of any conflict or ambiguity supersede, all quotations, purchase orders, acknowledgments, confirmations, and contracts for the sale of products or services, and (2) Company’s performance of any contract for the provision of products or services is expressly conditional on Customer’s acceptance of and agreement to these Terms.  

1. QUOTATIONS AND ORDERS.  When a quotation or estimate provided by Company specifies material to be furnished by Customer, ample allowance must be made for agreed or reasonable and customary yield, material or process loss; waste; and spoilage (i.e., yield from Customer-furnished material will necessarily be less than 100%) and material must be of suitable quality to facilitate efficient production.  Typographical and stenographical errors in quotations and estimates provided by Company are subject to correction.  Minimum Order Quantities (MOQ) may apply in a quotation or estimate to specify the minimum number of units that must be purchased.  Orders shall be initiated by Customer’s issuing a purchase order (“Order”) to Company.  Orders must identify, as applicable, the product numbers, product or service descriptions, requested quantities, applicable prices, and requested delivery dates.  All Orders are subject to Company’s acceptance.  Company reserves the right to reject any Order, in whole or in part, for any reason.  Once accepted by Company, Orders are non-cancellable and non-refundable (NCNR).  Any requests by Customer for cancellations or changes to Orders (including rescheduling requests) will be subject to Company’s approval and may incur additional charges or fees (due to, e.g., raw materials already acquired and/or percentage of work already completed); provided that Orders may not be canceled or changed after shipment.  All equipment and tooling purchased by Company shall be owned by the Company and may be disposed of by the Company in its discretion (typically within two (2) years after the last completed Order).
2. PRICES.  Prices are quoted (and shall be paid) in U.S. dollars and are valid for thirty (30) days from the date of quotation, unless otherwise agreed in writing by Company.  If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the quoted amount for the actually purchased quantity and/or a cancellation fee, as Company’s discretion.  Prices are subject to change without notice due to market conditions, material availability, or other factors beyond Company’s control.  Prices do not include any taxes, tariffs, imposts, duties, customs and other fees, shipping, insurance, certifications, first article inspection reports, license fees, or other charges that may apply to the sale or delivery of products and services, unless otherwise specified by Company.  Customer is responsible for paying all such charges, whether collected and remitted by Company (which Company may be required to do by applicable law) or not, or for providing Company with a valid exemption certificate.  Without a valid signed tax exemption certificate on file at Company, all applicable taxes will be charged to Customer.  Company may adjust prices for any rescheduled or delayed deliveries at its discretion.  
3. PAYMENT TERMS.  Unless otherwise agreed in writing by Company, Company’s standard payment terms are net thirty (30) days from the date of invoice, subject to credit approval.  Company may require advance payment, credit card, or other payment methods for certain Customers or Orders.  If Company reasonably believes that Customer’s ability to make payments is impaired, Company may cancel any order or remaining balance thereof, and Customer will remain liable to pay Company for products already shipped or services already provided.  Customer will submit such financial information as Company may reasonably require for determination of credit terms.  Checks are accepted subject to collection, and the date of collection will be deemed the date of payment.  There is a $25.00 service charge on all returned checks.  Any check received from Customer may be applied by Company against any obligation owing by Customer to Company under these Terms or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer’s liability for any additional amounts owing by Customer to Company.  The acceptance by Company of such check will not constitute a waiver of Company’s right to pursue the collection of any remaining balance.  Company may charge interest on overdue invoices at the rate of one and one-half percent (1.5%) per month or the highest rate allowed by law, whichever is lower.  Customer will pay all costs and expenses, including attorneys’ fees and court costs, incurred by Company in collecting any amounts due.  Customer will not withhold, deduct, or offset any amounts from the payments due to Company, unless authorized by Company in writing.
4. DELIVERY AND RISK OF LOSS.  Delivery dates are estimates only and are not guaranteed by Company.  Company will make reasonable efforts to meet the requested delivery dates, but will not be liable for any delays or damages caused by transportation, force majeure, or any other causes beyond its reasonable control.  Delivery of products and services to a carrier by Company FCA Company’s Premises Incoterms 2020, consigned to Customer or its order (designee), as Customer may direct, shall constitute delivery to Customer and transfer of title, ownership, and risk of loss or damage to Customer.  Customer will inspect the products and services upon receipt and notify Company of any shortages, damages, or defects (i.e., any failure of the products and services to conform substantially to applicable specifications such as, e.g., tolerance and plating issues, if and as applicable) within fourteen (14) days of delivery.  Products or services not rejected in such period of time shall be deemed accepted and Customer waives any right to reject or revoke acceptance thereafter.  Products shipped by Company are carefully packed and in compliance carrier requirements.  All shipments should be fully unpacked and inspected immediately upon receipt.  It is important to keep the shipping carton, packing material and all products intact for inspection by the carrier’s agent.  Any external evidence of loss or damage must be noted on the freight bill or carrier’s receipt and signed by the carrier’s agent.  Failure to do this will result in the carrier refusing to honor the claim.  If damage is not discovered until the shipment is unpacked, Customer will file any claims for loss or damage in transit with the carrier or the carrier’s insurer.
5. RETURN OF PRODUCTS.  Customer may not return any products to Company without first obtaining Company’s written authorization and a return material authorization number (RMA).  No returned products will be accepted without an RMA number.  Returned products must be in original shipping cartons and must be complete with all packing materials.  Customer will comply with Company’s instructions for returning products, including packaging, labeling, and shipping.  Customer will bear the cost and risk of returning products, unless otherwise agreed by Company.  If returned products are claimed to be defective, a complete written description of the nature of the defect must accompany all returned products.  Products returned due to Customer error will be reshipped to Customer and rebilled.  All items not eligible for return will be returned to Customer, transportation collect.  Company may charge a restocking fee or reject any products that are returned without authorization, damaged, or not in their original condition.  Company may issue a credit, refund, or replacement for the returned products at its discretion, subject to the warranty and limitation of liability provisions herein.
6. WARRANTY, INDEMNITY, AND LIMITATION OF LIABILITY.  Company warrants to Customer that the products furnished by Company will be free from defects in material and workmanship, that the services furnished by Company will be professional and workmanlike, and that products and services will conform to the applicable specifications agreed by Company and Customer in writing for a period of ninety (90) days from the date of delivery.  Company’s sole obligation and Customer’s exclusive remedy for any breach of this warranty is, at Company’s option, to repair, replace, reperform, or refund the purchase price of defective or nonconforming products and services, provided that Customer returns all defective or nonconforming products to Company within the warranty period, with Company’s prior authorization and in accordance with Company’s instructions.  This warranty does not cover any products or services that have been subject to misuse, abuse, neglect, accident, modification, improper installation, or normal wear and tear.

UNLESS EXPRESSLY STATED IN A SEPARATE SIGNED WRITING BY COMPANY, COMPANY PRODUCTS AND SERVICES ARE NOT RECOMMENDED FOR USE IN HIGH-RISK APPLICATIONS WHERE A FAILURE OR MALFUNCTION OF THE COMPONENT MAY DIRECTLY CAUSE INJURY OR LOSS OF LIFE.  THE RECIPIENT OR USER OF COMPANY PRODUCTS OR SERVICES IN ANY SUCH APPLICATION ASSUMES ALL RISKS AND LIABILITY OF SUCH RECEIPT AND USE AND AGREES TO HOLD COMPANY HARMLESS AGAINST ALL DAMAGES UNLESS SUCH APPLICATION IS AUTHORIZED IN WRITING BY COMPANY.  PLEASE CONTACT COMPANY PRIOR TO ANY INTENDED USE OF COMPANY’S PRODUCTS OR SERVICES IN AN APPLICATION THAT REQUIRES EXTREMELY HIGH RELIABILITY. 

COMPANY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES FURNISHED BY COMPANY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR INTENDED USE, OR NON-INFRINGEMENT.  IF STATEMENTS OR ADVICE, TECHNICAL OR OTHERWISE, IS OFFERED OR GIVEN TO CUSTOMER, SUCH STATEMENTS OR ADVICE WILL BE DEEMED TO BE GIVEN AS AN ACCOMMODATION TO CUSTOMER AND COMPANY WILL HAVE NO RESPONSIBILITIES OR LIABILITIES WHATSOEVER FOR THE CONTENT OR USE OF SUCH STATEMENTS OR ADVICE.

COMPANY MAY FROM TIME TO TIME MODIFY ITS MANUFACTURING PROCESSES OR DEVELOP AND IMPLEMENT NEW MANUFACTURING PROCESSES.  UNLESS OTHERWISE AGREED BY COMPANY IN WRITING, COMPANY SHALL BE UNDER NO OBLIGATION TO NOTIFY CUSTOMER OF ANY SUCH CHANGES TO ITS MANUFACTURING PROCESSES. 

WHERE COMPANY MANUFACTURERS ANY PRODUCTS IN ACCORDANCE WITH CUSTOMER’S DESIGNS, COMPANY SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO CUSTOMER’S DESIGNS.  COMPANY IS NOT LIABLE, IN WHOLE OR IN PART, FOR ANY CLAIM OR DAMAGE ARISING FROM THE USE OF ANY PRODUCTS OR SERVICES, AND CUSTOMER AGREES TO FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSS, COST, EXPENSE, AND LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SUCH PRODUCTS AND SERVICES.

IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE, OR PERFORMANCE OF THE PRODUCTS OR SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  COMPANY’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE, OR PERFORMANCE OF PRODUCTS OR SERVICES, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE, WILL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.  THE LIMITATIONS OF LIABILITY OF THESE TERMS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.  TO THE EXTENT THESE TERMS CONTAIN ANY SPECIFIC REMEDIES PROVIDED BY COMPANY TO CUSTOMER, REGARDLESS OF FORM, SUCH REMEDIES SHALL BE PROVIDED BY COMPANY ON A SOLE AND EXCLUSIVE BASIS AND IN LIEU OF ANY OTHER REMEDIES, DAMAGES, OR LOSSES.

7. INTELLECTUAL PROPERTY.  Except to the extent expressly agreed by Company in a separate signed writing, Customer acknowledges that Company owns and retains all intellectual property rights in and to the products and services, including any designs, drawings, specifications, processes, techniques, know-how, and software that may be embodied, incorporated, or used in furnishing the products and services.  Without limitation, during the process of making products for Customer, Company may develop new manufacturing methods and techniques.  These manufacturing methods and techniques will remain the sole property of Company.  Additionally, Company from time to time makes changes to its manufacturing process.  Company shall be under no obligation to notify Customer of such changes.  Customer will not copy, reverse engineer, modify, or otherwise use or disclose any such intellectual property without Company’s prior written consent.  Customer will not remove, alter, or obscure any trademarks, trade names, logos, labels, or other markings or notices that may be affixed or applied to the products or any documents, content, or other materials provided by Company.  Customer will indemnify, defend, and hold harmless Company from and against any claims, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or relating to any actual or alleged infringement or misappropriation of any third-party intellectual property rights by any products and services that are made to Customer’s specifications or instructions.
8. FORCE MAJEURE.  Company will not be liable for any failure or delay in performing its obligations under these Terms due to any cause or event beyond its reasonable control, including, without limitation, acts of God, natural disasters, epidemics, pandemics, wars, riots, strikes, lockouts, labor disputes, embargos, shortages of materials, suppliers, or transportation, government actions, orders, or regulations, or any other unforeseen circumstances.  In the event of any such force majeure event, Company may, at its option, suspend, extend, or cancel its performance, or adjust the quantity, price, or delivery of the products and services, without any liability to Customer.  
9. TERMINATION.  Company may terminate any Order or contract for the sale of products or services, in whole or in part, without any liability to Customer, if Customer breaches any of these Terms, becomes insolvent, files or has filed against it a petition for bankruptcy or liquidation, makes an assignment for the benefit of creditors, or ceases or threatens to cease its business operations.  Upon any such termination, Customer will pay Company for all products and services delivered or in process, as well as any costs, expenses, or damages incurred by Company as a result of such termination. 
10. GOVERNING LAW AND DISPUTE RESOLUTION.  These Terms and any dispute or claim arising out of or relating to the sale of products or services by Company will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.  Any legal action or proceeding arising out of or relating to these Terms or the sale of products or services will be brought exclusively in the federal or state courts located in the State of Illinois, and the parties hereby consent to the personal jurisdiction and venue of such courts.  The parties hereby waive any right to a jury trial in any such action or proceeding.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms or the sale of products or services.
11. EXPORT COMPLIANCE.  Company accepts orders from other countries (outside the U.S.) at its sole discretion.  All orders of international origin are exported from the U.S. in accordance with applicable law.  Customers shall comply with all U.S. export control regulations, including the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR).  Customer will not directly or indirectly export, re-export, sell, or transfer any product sold by Company to any country for which an export license or other governmental approval is required without first obtaining all licenses and other approvals.  
12. GENERAL.  These Terms supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, regarding their subject matter.  No modification, amendment, waiver, or change to these Terms will be binding on Company unless agreed to in writing by an authorized representative of Company.  No course of dealing, usage of trade, or course of performance will be relevant to explain or supplement any term or condition of these Terms.  If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.  No failure or delay by Company in exercising any right or remedy under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.  Customer may not assign or transfer any of its rights or obligations under these Terms without Company’s prior written consent.  Company may assign or subcontract any or all of its rights or obligations under these Terms without Customer’s consent.  These Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.