Terms and Conditions

1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance in writing by Newhaven Display. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by Newhaven Display may be cancelled by the Customer upon written consent of Newhaven Display provided such order is not "NC/NR" or "Non-Cancelable/Non-Returnable", "Non-Standard Products" or governed by a Purchase Agreement Letter. Non-Standard Products are defined as Products that are special orders, custom orders, orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancelable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which Newhaven Display may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by Newhaven Display, and shall be paid by the Customer to Newhaven Display. Customer requests to reschedule are subject to acceptance by Newhaven Display in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by Newhaven Display to the shipment carrier. Newhaven Display reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice. Prices and availability of products and services are subject to change without notice. Errors will be corrected where discovered, and Newhaven Display reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Newhaven Display will issue a credit to your credit card account in the amount of the charge. Individual bank policies will dictate when this amount is credited to your account. If you are not fully satisfied with your purchase, you may return it in accordance with Newhaven Display's Return Policy.

1a. Returns
The Customer must notify Newhaven Display within one year from date of shipment of any defective product. If Newhaven Display agrees to accept a return, return freight charges may be paid by Newhaven Display. Newhaven Display will not accept COD shipments. Contact a sales representative for a Return Materials Authorization Number and addressing instructions prior to returning product.

1b. Counterfeit Product Prevention Clause
Only products originally shipped from Newhaven Display or from a supplier at Newhaven Display’s direction (drop-ship) will be returned to Newhaven Display. All others will be promptly quarantined and disposed of or returned to the customer. The return should be in the original or similar packaging. ESD sensitive products should not be opened except under controlled conditions.

2. PRICES
Orders are billed at the prices (in US dollars) in effect at the time of shipment. Prices will be as specified by Newhaven Display and will be applicable for the period specified in the original quote. If no period is specified, quoted prices will be applicable for thirty (30) days. Prices are subject to increase in the event of an increase in Newhaven Display’s costs or other circumstances beyond Newhaven Display’s reasonable control. If the Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and broker’s fees, bank fees, consular fees, document fees, and import duties.

3. TERMS OF PAYMENT
All payments must be in US Dollars. Credit cards accepted include major credit cards and major bank debit cards. Payment via net thirty (30) days is available to businesses, schools, and agencies or as otherwise specified by Newhaven Display. Credit Card billing information must be verified on new customers prior to shipment of order. We will reserve stock for your order for 48 hours on orders awaiting funds. Orders will be cancelled after 10 business days if funds have not been received. Customer is responsible for duties and taxes. Customer agrees to pay the entire net amount of each invoice from Newhaven Display pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by Newhaven Display, which may in its sole discretion at any time change the terms of Customer's credit, require payment in cash, bank wire transfer/proforma or by official bank check, and/or require payment of any or all amounts due or to become due for Customer's order before shipment of any or all of the Products. If Newhaven Display reasonably believes that the Customer's ability to make payments may be impaired or if Customer fails to pay any invoice when due, Newhaven Display may suspend delivery of any order or any remaining balance thereof, until such payment is made or cancel any order or any remaining balance thereof. The Customer will remain liable to pay for any Products already shipped and all Non-Standard Products ordered by Customer. The Customer agrees to submit such financial information as Newhaven Display may reasonably require for determination of credit terms and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by Newhaven Display against any obligation owing by the Customer to Newhaven Display under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging the Customer’s liability for any additional amounts owing by the Customer to Newhaven Display. The acceptance by Newhaven Display of such check will not constitute a waiver of Newhaven Display’s right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest to date of payment at the monthly rate of ten (10%) percent. If the Customer fails to make payment when due, Newhaven Display may pursue any legal or equitable remedies, in which event Newhaven Display will be entitled to reimbursement of costs for collection and reasonable attorneys' fees. There is a $25.00 service charge on all returned checks.

4. SALES TAX
When required by law, Newhaven Display will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer’s shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless customer is tax exempt and Newhaven Display has a valid signed tax exemption certificate on file.

5. DELIVERY AND TITLE
All shipments by Newhaven Display are EXW point of shipment from Newhaven Display’s facility and the amount of all transportation charges will be paid to Newhaven Display by the Customer in addition to the purchase price of the Products. Subject to Newhaven Display’s right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Newhaven Display will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery date(s). Customer acknowledges that delivery dates provided by Newhaven Display are estimates only and that Newhaven Display will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Newhaven Display unless specifically designated by Customer. Newhaven Display reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.

6. NEWHAVEN DISPLAY’S LIMITED WARRANTY
Newhaven Display MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. Newhaven Display’s liability arising out of any sale of products to Customer is expressly limited to repair and/or replacement of such Products, at Newhaven Display’s election, with such remedies exclusive and in lieu of all others. Newhaven Display will not be responsible for any subsequent or consequential events or injury or damage to any personnel or user including third party personnel and/or user. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Product quality is determined by individual product specification and Newhaven Display's standard Quality Specification, available upon request. Customer’s obligations and Newhaven Display’s remedies with respect to defective or nonconforming products, are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered or altered in any way or if any of the LCD handling precautions have been disregarded. Broken glass, scratches on polarizer, mechanical damages, as well as defects that are caused by accelerated environment tests are excluded from warranty. In returning products, they must be returned in their original packaging. If the original packaging is not used, the returned product must be properly packaged to prevent damage or warranty will be void. There must be a detailed description of the failures or defect for each returned part.

7. NEWHAVEN DISPLAY CORPORATE RoHS COMPLIANCE AND LEAD-FREE POLICY
It is the policy of Newhaven Display to identify and offer products to the Customer as RoHS Compliant or Lead Free, only after specific requirements have been met.

8. LIMITATION OF LIABILITIES
IN NO EVENT SHALL NEWHAVEN DISPLAY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer’s recovery from Newhaven Display for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD NEWHAVEN DISPLAY HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY NEWHAVEN DISPLAY AND INCORPORATED INTO THE CUSTOMER’S PRODUCT.

9. PRODUCT SAFETY NOTICE AND RESTRICTIONS
Products sold by Newhaven Display are not designed, intended or authorized for use in life support, life sustaining, human implantable, nuclear facilities, flight control systems, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. If Customer uses or sells the Products for use in any such applications: (1) Customer acknowledges that such use or sale is at Customer’s sole risk; (2) Customer agrees that Newhaven Display is not liable, in whole or in part, for any claim or damage arising from such use; and (3) CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD NEWHAVEN DISPLAY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH SUCH USE OR SALE.

10. STATEMENTS AND ADVICE
If statements or advice, technical or otherwise, are offered or given to the Customer, such statements or advice will be deemed to be given as an accommodation to the Customer and without charge. Newhaven Display shall have no responsibility or liability for the content or use of such statements or advice. Newhaven Display Technical support is provided by telephone and e-mail and, therefore, extremely limited in scope which prevents us from the direct participation in the design of any customer products. We do not conduct product suitability studies of products that we sell, nor for the final product that a Customer produces.

11. NON-CANCELABLE/NON-RETURNABLE PRODUCT
From time to time, Newhaven Display will notify the Customer of a product that is "NC/NR", (Non-Cancelable/Non-Returnable) upon determining that an order requires such conditions of sale. The Customer understands that "NC/NR" products are manufactured by Newhaven Display specifically for the Customer. Irrespective of circumstances, the Customer agrees that "NC/NR" products may not be cancelled, returned or rescheduled by the buyer without the written consent of Newhaven Display.

12. INTELLECTUAL PROPERTY
The intellectual property of all items designed, developed and manufactured by Newhaven Display resides with Newhaven Display. The payment of Non Recurring Engineering (NRE) charges by a customer does not confer any rights to the intellectual property of any designs which emanate directly or indirectly from the development. As part of any contract, whether it includes the payment of NRE or not, the customer must accept without reservation that Newhaven Display is the rightful owner of all intellectual property rights for products which are supplied under contract. The customer must not copy, or allow any third party to copy the designs of any of Newhaven Display's products.
Not included in NRE Charge:
Design origination activities
IPR in any form including copyright
Manufacturing rights
Information regarding design or manufacturing materials, methods or techniques

13. FORCE MAJEURE
Newhaven Display will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Newhaven Display’s time for delivery or performance will be extended by the period of such delay or Newhaven Display may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.

14. EXPORT CONTROL
Newhaven Display is committed to compliance with all U.S. Export Regulations and Laws. Newhaven Display will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). Newhaven Display will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. Newhaven Display will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). Newhaven Display will not seek export licenses pursuant to Export Administration Regulations. Furthermore, Newhaven Display prohibits the re-export, brokering or transshipment of its products to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. The Customer agrees to comply with all such laws, regulations and orders. The Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. The Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.