Terms and Conditions

 These terms and conditions govern the sale of Products (“Product or Products”) and provisions of services (“Services”) by Deep Shade LLC and its affiliates (“Seller”) as well as by third party  vendors and/or service providers of Seller. These terms and conditions (“Agreement”) take precedence  over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby  given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as  acceptance of Buyer’s supplemental or conflicting terms and conditions. Deep Shade LLC’s failure to object to  conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance  of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and  conditions contained herein. 

1.) Orders: All orders placed by Buyer are subject to acceptance by Seller. Orders may not  be cancelled or rescheduled without Seller’s written consent. All orders must identify the  products, unit quantities, part numbers, applicable prices and requested delivery dates of the  Products being purchased. Unless otherwise agreed, all materials will be shipped no later than  one year from the date that Seller accepts the purchase order. Seller may in its sole discretion  allocate Product among its Customers. Seller may designate certain Products and Services as  non-cancelable, non- returnable (“NCNR”) and the sale of such Products shall be subject to  any special terms and conditions contained in Seller’s Order Acknowledgement or NCNR  Letter, which shall prevail and supersede any inconsistent terms and conditions contained herein  or elsewhere. 

2.) Prices: The prices of the Products are those prices specified on the website. Pricing  for undelivered Products may be increased in the event of an increase in Seller’s cost, change in  market conditions or any other causes beyond the Seller’s reasonable control. 

3.) Taxes: Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of  transportation and insurance costs, duties, and all taxes including federal, state and local sales,  excise and value added, goods and services taxes, and any other taxes. Buyer agrees to indemnify  and hold Seller harmless for any liability for tax in connection with the sale, as well as the  collection or withholding thereof, including penalties and interest thereon.

4. Payment: Payment may be made by credit card, PayPal or other electronic transfer (all fees are borne by the Buyer). Where Seller has extended credit to Buyer, terms of payment shall be  net thirty (30) days from date of invoice, without offset or deduction unless otherwise noted. On any past due invoice, Seller may impose interest at the rate of one and a half percent [1.5%] per month. If Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit and thereby suspend or cancel orders under any or all purchase orders or agreements in which Seller has extended credit to Buyer. In the event of default by Buyer, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs. 

5. Delivery: All deliveries will be made “EXWORKS” place of shipment. Title and risk  of loss pass to the Buyer upon delivery of the Product to the carrier. Seller’s delivery dates are  Standard Terms and Conditions, Rev. 6 estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of Standard Terms and Conditions, Rev. 6 the Seller. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries. 

6. Returns, Refunds and Exchanges: Returns: Only products originally shipped from Deep Shade LLC and confirmed unopened will be eligible for return. By a Customer requesting return of products to Deep Shade LLC, the Customer  certifies that the products were purchased from Deep Shade LLC and there has been no substitution of the  product from another supplier, distributor or other source of the product. Any return must be in the  original packaging and in unused condition except if approved for failure analysis/warranty evaluation by a Deep Shade LLC sales representative via a Return Material Authorization (RMA). Exchanges: Any item for exchange must be in new condition and in the original packaging. Exchanges must be requested within 10 days of ship date. Defective item(s) may be exchanged/returned for the same  item. Items purchased from Deep Shade LLC that have been used or altered and any items that have been sold  as NC/NR will not be accepted for exchange. Non-Cancelable and Non-Returnable Items: Products listed as NC/NR status (Non-cancelable and Non-Returnable) are identified on the Shop Page for web orders and via Order Acknowledgement for all other orders. Return Freight / Restocking Fee: Deep Shade LLC reserves the right to charge cancellation and restocking fees, at a minimum rate of 15% to be  deducted from the Customer refund. Deep Shade LLC does not refund the original shipping and handling.  Customer is responsible for all return freight charges. Deep Shade LLC does not accept COD shipments. Refunds: Upon receipt and inspection of returned item(s), Deep Shade LLC will advise of the refund status. In the case of factory warranty or failure analysis, Deep Shade LLC will issue any applicable credit pending manufacturer confirmation of failure. Deep Shade LLC initiates credits via the original method of payment within 48 hours  of approval. Refunds via credit card can take up to 10 business days to post to the account. 

SAVE AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ALL  IMPLIED WARRANTIES, TERMS AND CONDITIONS (WHETHER STATUTORY OR  OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN  PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING THE  MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS  AND WARRANTIES AGAINST LATENT DEFECTS. 8. Limitation of Liabilities: BUYER SHALL NOT BE ENTITLEDTO, AND SELLER SHALL  NOT BE LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR  MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION  OR LOSS OF BUYERS, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF  CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR  CONSEQUENTIAL DAMAGES OF ANY NATURE. BUYER’S RECOVERY FROM  SELLER FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR  THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM  WHETHERIN CONTRACT, TORT, WARRANTY, OR OTHERWISE. BUYER WILL  INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED  ON (a) SELLER’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS, OR  INSTRUCTIONS, (b) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN SELLER, or (c) USE IN COMBINATION WITH OTHER PRODUCTS. 9. Export Control: Buyer certifies that it will be the recipient of the Products to be delivered by Seller. Buyer understandsthat the associated hardware, software, and/or technical data (“products”) listed on their Purchase Order includes items that are governed by the U.S. Export  Administration Regulations(“EAR”), by the U.S. Foreign Assets Control Regulations (“OFAC”)  and the International Traffic in Arms Regulations (“ITAR”). The Buyer understands that its sale  or distribution of said products may constitute exports or re-exports, and as such, must be in  accordance with the requirements administered by Bureau of Industry and Security, Department  of Treasury, and Department of State. It is understood that the country of ultimate destination,  commodity classification, end-user, or end-use for any said products, could affect the applicable license requirements and exportability. The Buyer agrees to consult various resources, such as the  EAR, ITAR, and OFAC, by the U.S. Department of Commerce’s Bureau of Industry and  Security’s (“BIS”) Export Counseling Division, and other appropriate Government Sources to  ensure that the sales and distribution of said products, is processed in accordance with all  applicable laws. The Seller will not transfer any export-controlled products to a “non-U.S. Person” without the proper authority of the United States Government, and the buyer’s written  approval. Standard Terms and Conditions, Rev. 6 10. Use of Products: Unless otherwise noted, Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the  failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (2) Buyer  agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for  any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend and  hold Seller and the manufacturer of the Products 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. 11. Force Majeure: Seller is not liable for failure to fulfill its obligations for any accepted Order or  for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited  to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product,  acts or omissions of other parties, acts or omissions of civil or military authority, Government  priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine  restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or  Products through its regular sources, which shall be considered as an event of force majeure  excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to  the time lost as a consequence of the force majeure condition without subjecting Seller to any  liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer. 12. Technical Assistance or Advice: If technical assistance or advice are offered or given to  Buyer, such assistance or advice is given free of charge and only as an accommodation to Buyer.  Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice  nor shall any statement made by any of Seller’s representativesin connection with the Products or Services constitute a representation or warranty, express or implied. 13. General: (a) The laws of the State of Colorado will exclusively govern any dispute between  Seller and Buyer, (b) Buyer may not assign this Agreement without the prior written consent  of Seller. Seller or its affiliates may perform the obligations under this Agreement. This  Agreement is binding on successor and assigns, (c) Products, including software or other  intellectual property, are subject to any applicable rights of third parties, such as patents,  copyrights and/or user licenses