OPTOMAN Inc opens its first US office in Folsom, CA, to enhance customer experience.
OPTOMAN Inc opens its first US office in Folsom, CA, to enhance customer experience. OPTOMAN Inc opens its first US office in Folsom, CA, to enhance customer experience.
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Optoshop Request Custom

Terms and conditions of sale

Effective January 2026.

OPTOMAN Corporation

OPTOMAN INC., 1024 Iron Point Road, Suite 100 – #3786, Folsom, CA 95630, USA

1. Contractual Parties and Seller Identification

  1. Contractual Parties and Seller Identification 

These Terms and Conditions of Sale (“Terms”) apply to all sales of optical components and related services (“Products”) and govern all transactions between the “Buyer” and “Seller.” 

The specific contracting entity is determined by the issuing Quote or Order Confirmation. Transactions are with Optoman Inc. (USA). 

Seller’s agreement to sell Products is expressly conditioned on Buyer’s assent to these Terms. Seller hereby objects to and rejects any additional or different terms contained in any purchase order, acknowledgement, or other documentation submitted by Buyer. No such Buyer terms shall be binding unless signed by an executive officer of Seller. 

2. Order, Order Acceptance, and Cancellations

All orders for Products shall be made by written purchase order sent to Seller by email, or via the web (“Purchase Order”). All Purchase Orders will reference these Terms. No order is binding until a written “Sales Order Confirmation” is issued by the Seller. Seller reserves the right to refuse any order for any reason. 

Buyer must review all technical specifications in the Sales Order Confirmation. If no written corrections are received within three (3) business days, the specifications are deemed final and contractually binding. 

Requests for Quotes can be sent to Seller by email, or via the web. Seller will issue quotes in writing to Buyer based on current pricing and availability. Quotes are not binding upon the Seller. 

Orders for “Custom” Products are non-cancellable once production (including material procurement) has begun. For standard items, cancellations require Seller’s written consent and payment of a cancellation fee covering all incurred costs plus a reasonable profit. 

Seller may cancel an order without penalty if:

(i) Buyer breaches these Terms;

(ii) Seller’s costs increase such that the sale is no longer commercially viable;

or (iii) government regulations prevent the sale.

Buyer may request to reschedule a delivery date only once per line item, subject to Seller’s written approval. No rescheduling requests will be accepted for shipments scheduled within ninety (90) days of the request date. 

3. Price, Taxes, and Currency

The price for Products shall be the price set forth in the applicable Quote or Sales Order Confirmation. Prices are valid for the period expressly stated on the face of the Quote. If no period is specified, the Quote shall be valid for thirty (30) days from the date of issuance. 

Prices for orders with delivery dates exceeding one hundred eighty (180) days from the order date may be adjusted by Seller to reflect increases in raw material costs or “Extraordinary Market Conditions” (e.g., energy surcharges, tariffs, or extreme currency fluctuations). 

Unless stated otherwise in the Sales Order Confirmation, all prices are FCA (Incoterms 2020) Seller’s facility, and all prices are net prices to Seller and do not include any freight, shipping, special packaging or handling, insurance, or taxes, levies, duties, tariffs, customs or other fees or charges of any nature imposed by any governmental authority, all of which (including any related withholding) will be the sole responsibility of and be required to be paid by Buyer 

In the event Seller pays any freight, shipping, special packaging or handling, insurance, or taxes, levies, duties, tariffs, customs or other fees or charges that are the responsibility of Buyer, Seller may invoice Buyer therefor. Buyer’s refusal or inability to accept or take delivery of Products shall not excuse Buyer from making payment for Products. 

Buyer is responsible for all federal, state, and local sales, use, excise, and value-added taxes but may provide a valid tax exemption certificate acceptable to the taxing authorities. If Buyer fails to provide a certificate, Seller will add sales tax to the invoice based on the “Ship To” jurisdiction.

Payments to Optoman Inc. must be in USD. 

4. Payment Terms

Unless “Advance Payment” is required, payment is Net 30 days from the invoice date. Unpaid balances shall accrue interest at 2% per month or the maximum rate allowed by law, whichever is greater. Buyer shall reimburse Seller for all costs of collection, including reasonable attorneys’ fees. 

To secure payment, Buyer hereby grants Seller a purchase money security interest (PMSI) in all Products sold until the purchase price is paid in full. Buyer authorizes Seller to file any financing statements necessary to perfect this interest, and Seller shall have and may exercise any and all rights and remedies of a secured party under Applicable Law and any and all other rights and remedies it may have by contract, at law or in equity. In addition to the rights and remedies it may have under Applicable Law or otherwise have by contract, at law or in equity, Seller shall have the right to withhold shipment of Products, to recall and retake or repossess Products, and take such other actions, as Seller may deem necessary or appropriate from time to time to evidence and confirm security interest and exercise its rights and remedies as a secured party. 

If production is delayed by more than thirty (30) days due to Buyer’s action or inaction, Seller reserves the right to invoice Buyer based on the percentage of completion of the Order. 

For Transactions with Optoman Inc. 

Seller accepts payment via Wire Transfer, ACH, or Credit Card. 

  • Standard Pricing: Quoted prices are “Cash/ACH Prices.” 
  • Credit Card Fees: If Buyer elects to pay via Credit Card, a processing fee of 3% will be applied. This fee is a “convenience fee” for the use of the credit card payment channel. 
  • Compliance: In states where surcharges are restricted (e.g., NY, CA), Seller will provide “Dual Pricing” upon request. No fees will be applied to Debit Card transactions. 

For Transactions with Optoman Inc.

Seller accepts payment via Wire Transfer, ACH, or Credit Card.

  • Standard Pricing: Quoted prices are “Cash/ACH Prices.”
  • Credit Card Fees: If Buyer elects to pay via Credit Card, a processing fee of 3% will be applied. This fee is a “convenience fee” for the use of the credit card payment channel.
  • Compliance: In states where surcharges are restricted (e.g., NY, CA), Seller will provide “Dual Pricing” upon request. No fees will be applied to Debit Card transactions.

For Transactions with Optoman UAB

Seller accepts payment via SEPA Wire Transfer or Corporate Credit Card.

  • Surcharge Ban: In accordance with EU Directive 2015/2366 (PSD2), no surcharges will be applied to payments made with consumer-grade Visa or Mastercard credit/debit cards issued within the EEA.
  • Commercial Cards: For payments made with Corporate/Commercial cards, Seller reserves the right to charge a fee not exceeding the direct cost incurred by Seller to process the transaction.

5. Shipment, Title, and Acceptance

Unless otherwise agreed in writing, all Products are sold Ex Works (Incoterms 2020) from Seller’s facility. Title to the Products and all risk of loss or damage shall transfer to the Buyer once the Products are handed over to the initial carrier. Seller is not responsible for any damage, loss, or delay occurring during transit. 

Seller will endeavor to comply with Buyer’s carrier preferences as noted in the Purchase Order. In the absence of specific instructions, Seller will select a reputable common carrier at Buyer’s expense. Shipment is contingent upon the receipt of all necessary export authorizations and licenses. Seller shall not be in breach of contract for delays caused by the pending issuance of such government permits. 

All provided shipment and delivery dates are non-binding estimates. Seller is not liable for any penalties, consequential damages, or “line-down” costs resulting from delivery delays. Seller reserves the right to fulfill orders in installments, which may be invoiced separately. 

Requests to postpone a scheduled shipment must be made in writing. Any such delays are limited to the current calendar year. Seller reserves the right to invoice for Products when they are ready for shipment and may apply reasonable storage and handling fees for Products held at Seller’s facility beyond the original ship date. 

Buyer must inspect all Products immediately upon receipt. 

  • Quantity/Visible Damage: Claims for incorrect quantities or shipping damage must be submitted in writing within fourteen (14) days of delivery. 
  • Technical Conformity: Claims for failure to meet technical specifications must be submitted within thirty (30) days of receipt. Failure to provide written notice within these timeframes constitutes final and irrevocable acceptance of the Products, without prejudice to the Limited Warranty. 

6. Returns

Seller may, at its own discretion, allow or require you to return products. All returns must follow a current Return Goods Policy and any specific instructions we provide. 

To return a product, the Buyer must first obtain a Return Merchandise Authorization (RMA). Buyer is responsible for all shipping costs and any risk of loss or damage during transit. Before shipping, all products must be flushed clean of chemicals and solvents. Seller cannot accept any products that have been used with hazardous, corrosive, or radioactive materials; Buyer must certify that these safety requirements have been met. 

For a refund or credit, products must be standard items currently for sale, in new and undamaged condition, and in their original packaging with all accessories and manuals. Cancelled or reduced-quantity purchase orders are subject to a thirty-five percent (35%) restocking fee. Custom or special order products cannot be cancelled, modified, or returned without Seller’s consent. 

7. Intellectual Property & Custom Designs

IP Ownership. 

Seller owns all intellectual property (“OPTOMAN IP”) related to the Products. This includes all drawings, designs, inventions, technology, trade secrets, and software. 

Unless agreed otherwise in writing, Seller retains full ownership of all prototypes, drawings, schematics, designs, molds, and tooling created or used to fulfill an order. This remains true even if the Buyer contributed to the design or paid “Non-Recurring Engineering” (NRE) charges. 

Custom Design Guarantees. 

If the Buyer provides designs or specifications to Seller, the Buyer guarantees that these designs do not infringe on the intellectual property rights of any third party. 

If the Buyer develops any improvements related to the Seller’s technology, the Buyer agrees to assign all rights and ownership of those improvements to the Seller. 

Buyer must not—and must ensure their customers do not—reverse-engineer, duplicate, or misappropriate any of Seller’s products or technology. 

Software and Technical Data. 

To the extent a Product includes software or firmware, such software is licensed to Buyer on a non-exclusive, non-transferable basis for use solely with the Product and is not sold. Buyer shall not duplicate, decompile, or attempt to derive the source code of any software provided by Seller 

Technical Documentation. 

Technical data, including LIDT reports and spectral data, are provided for Buyer’s internal use only and remain OPTOMAN IP. 

Trademarks. 

Buyer is granted a limited, revocable right to use Seller’s trademarks to refer to the products in manuals, marketing, and promotional materials. 

When using OPTOMAN trademarks, the Buyer must: 

  1. Not modify or change the trademark. 
  1. Include the proper symbols (™ or ®) on the most prominent usage. 
  1. Clearly attribute ownership of the trademark to Seller. 
  1. Notify Seller before use and, if requested, provide samples for approval. 

All use of Seller’s trademarks benefits the Seller only. Buyer and its customers must not take any action that could harm or devalue the Seller’s trademark rights. 

Patent Defense.  

If a Product is claimed to infringe a third-party patent, Seller may, at its option:

(i) procure for Buyer the right to continue using the Product;

(ii) replace it with a non-infringing version;

or (iii) require the return of the Product and refund the purchase price. 

Seller shall have the sole right to control the legal defense of any such claim. 

8. Authority and Modifications

IP Ownership.

No employee, agent, distributor, or representative of Seller has the authority to modify, expand, or waive any warranties, liabilities, or obligations set forth in these Terms. No representation, promise, or commitment made on behalf of the Seller shall be binding unless expressed in writing and signed by an authorized officer of the Seller. Any unauthorized modification or external representation shall not be relied upon by Buyer and is unenforceable against the Seller.

9. Limited Warranty

Seller warrants that for a period of twelve (12) months from the date of shipment (the “Warranty Period”), each Product shall: (i) be free from material defects in workmanship and materials; and (ii) conform to the specific optical performance criteria, including spectral curves and Laser Induced Damage Threshold (LIDT) values, expressly set forth in the Sales Order Confirmation.

This warranty is strictly conditional upon proper handling. The warranty is immediately void if a Product has been:

  • (a) mishandled, touched with bare skin, or cleaned with unapproved solvents;
  • (b) altered or repaired by any party other than Seller;
  • (c) subjected to laser fluences or peak power densities exceeding the specified LIDT;
  • (d) integrated into a system that exposes the optics to mechanical or thermal stresses outside of ISO standards; or
  • (e) stored in environments not meeting ISO Class 5 cleanroom standards or vacuum-sealed requirements.

Buyer’s sole and exclusive remedy for any breach of this warranty shall be, at Seller’s sole discretion: (i) repair of the Product; (ii) replacement of the Product; or (iii) a refund/credit of the price paid for the non-conforming Product.

DISCLAIMER OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS, OR IMPLIED. SELLER EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SELLER (INCLUDING OPTOMAN UAB, OPTOMAN INC., AND THEIR RESPECTIVE AFFILIATES) FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATED TO ANY ORDER SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY BUYER TO SELLER FOR THE SPECIFIC UNIT(S) GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL SELLER, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES. THIS EXCLUSION INCLUDES, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, DOWNTIME COSTS, LOSS OF GOODWILL, DAMAGE TO REPUTATION, LOSS OF DATA, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The warranties and remedies provided by Seller are intended solely for the benefit of the Buyer. No rights or remedies are extended to any third party, including Buyer’s own customers or end-users. Buyer shall indemnify and hold Seller harmless against any such third-party claims.

In cases where the Seller performs coating services on substrates or components provided by the Buyer (“Customer-Furnished Material”), Seller shall have no liability for the loss of, or damage to, such materials occurring during the IBS coating process, handling, or assembly, except in cases of proven gross negligence. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. The parties acknowledge that the pricing of the Seller’s Products reflects this allocation of risk and the limitations of liability specified herein.

Products are not designed, certified, or authorized for use as a “critical component” in any Life-Critical Application. A Life-Critical Application is one where the failure of the OPTOMAN Product could reasonably be expected to cause the failure of a life-safety system or to result in personal injury or death (e.g., surgical medical lasers, life-support systems, or nuclear reactor safety controls). While Products may be used in military or aerospace systems, Buyer acknowledges that Seller has not certified the Products for human-safety-critical functions. Buyer assumes all risk for such use and shall indemnify Seller against all claims arising from the integration of Products into Life-Critical Applications.

11. Global Trade, Export Control, and Anti-Circumvention

Compliance and Restricted Destinations. 

Products, software, and technical data (including coating designs and LIDT reports) are subject to the export control laws of the USA, the EU, and Lithuania. Buyer shall not export, re-export, or transfer any item to any party on a restricted list (e.g., OFAC Specially Designated Nationals, BIS Entity List) or any destination subject to an embargo. 

U.S. Specific Controls (ITAR/EAR). 

(a) Deemed Exports: Information provided by Seller may contain technical data as defined by ITAR (22 CFR 120.10) or EAR. Buyer shall not disclose such data to any “Foreign Person” (as defined in ITAR 120.16), even within the United States, without prior written government authorization. 

(b) Registration: Buyer warrants that if it is engaged in the business of manufacturing or exporting defense articles, it is properly registered with the Directorate of Defense Trade Controls (DDTC). 

(c) Prohibited End-Uses: Buyer warrants that no Products will be used in the development of nuclear, chemical, or biological weaponry or missile delivery systems. 

EU “No-Russia” and “No-Belarus” Mandate.  

(a) Direct Prohibition: Pursuant to Article 12g of Council Regulation (EU) No 833/2014 and Article 8g of Council Regulation (EC) No 765/2006, Buyer shall not sell or re-export Products to the Russian Federation or Belarus. 

(b) Duty to Monitor: Buyer shall maintain an active monitoring mechanism to detect conduct by third parties further down the commercial chain that would frustrate the purpose of this Section. 

Active Notification Duty. 

Buyer shall immediately notify Seller in writing if Buyer or any of its affiliates are added to any Restricted Party List or if its export privileges are suspended or revoked by any governmental authority. 

Cooperation and Documentation. 

Buyer shall provide “End-User Certificates” or other compliance documentation within seven (7) days of Seller’s request. Seller reserves the right to withhold shipment or performance without liability if Seller, in its sole discretion, determines that such shipment may violate export laws. 

Material Breach. 

Any violation of this Section 11 is a material breach of contract, entitling Seller to rescind all outstanding orders and seek full indemnification for any resulting fines, legal fees, or damages. 

12. Force Majeure

Seller is not liable for failure to perform or for any delay in performance, to the extent caused by circumstances beyond its reasonable control, including but not limited to the elements, acts of nature, acts of Buyer or third parties, floods, fire, energy shortages or interruptions, communication delays and interruptions, earthquakes, explosions, war or military mobilization, armed hostilities, riots, terrorism, governmental action or inaction, request of governmental authority, shortages of, delays in obtaining, or inability to obtain materials, components or parts, transportation shortages, delays and interruptions, interruption in electricity or other utilities, epidemic or widespread illness or disease, and strikes, lockouts, labor disturbances or other differences with workers.

13. Governing Law and Jurisdiction

These Terms and any disputes arising out of or related to an order shall be governed by and construed in accordance with the Applicable Law based on the specific legal entity acting as the “Seller” for that transaction: 

If the Seller is Optoman Inc.: The Applicable Law is the laws of the United States and the State of California, without regard to its conflict of law principles. 

Any legal suit, action, or proceeding shall be instituted exclusively in the courts located in the jurisdiction of the Applicable Law: 

For Optoman Inc., the state or federal courts in Sacramento County, California. 

Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to the laying of venue therein. 

The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement or any transaction hereunder. 

14. Severability and Waiver

If any provision of these Terms is found to be invalid, void, unlawful, or unenforceable by a court, the remaining provisions shall remain in full force. Seller’s failure to enforce any right does not constitute a waiver of that right in the future.

15. Assignment

Neither the Agreement nor any right, liability, or obligation under or in respect of the Agreement may be assigned by Buyer or Seller, whether voluntarily, by operation of law or otherwise, without the other party’s written consent, and any such assignment that is attempted without such consent shall be null and void. Seller shall have the right to seek and obtain from any court of competent jurisdiction a temporary restraining order and/or preliminary injunction to enjoin Buyer from violating or breaching Section 7 (Intellectual Property) or Section 13 (Export  Control) above. 

16. Third Parties

Nothing in these Terms shall be construed as creating any rights or causes of action in favor of any third party.

17. Entire Agreement

These Terms, together with the Sales Order Confirmation, constitute the entire agreement between the parties and supersede all prior discussions or brochures

CONTACT US

If you have any questions about this Privacy Policy, you can contact us via email at
info@optoman.com