Terms & Conditions For Contract Manufacturing

Daystar (Revised 2/29/24)

  1. TERMS: For credit card customers we accept MasterCard, Visa and American Express. On Account payment terms are Net 30 days. A finance charge of 1.50% per month, which is an annual percentage rate of 18%, will be charged on all past due accounts.
  2. CLAIMS: Claims for errors or shortages must be made within five (5) days after receipt of shipment. Claims for goods damaged in transit must be filed against the carrier.
  3. RETURNS: No claim shall be allowed nor credit given for goods returned without Daystar (“Daystar”) written authority, and, in no case, shall any claim be allowed if made more than thirty (30) days after receipt of merchandise.
  4. WARRANTY: Daystar warrants merchandise shipped to any Customer to be of sellable or usable quality. Daystar makes no warranty of any other kind, expressed or implied. No stipulation, agreement or understanding of the Customer shall be valid or enforceable unless in writing by a duly authorized officer of Daystar.
  5. LIMITATION OF LIABILITY:
    1. NO INDIRECT DAMAGES. IN NO EVENT SHALL Daystar OR ANY OF OUR AFFILIATES BE LIABLE UNDER THIS AGREEMENT OR ITS SUBJECT MATTER TO CUSTOMER, ITS AFFILIATES, OR ANY AUTHORIZED USER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES, DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THE PRODUCTS PURCHASED FROM Daystar (“PRODUCTS”) OR ITS AFFILIATES OR ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
    2. MAXIMUM LIABILITY. IN NO EVENT WILL THE AGGREGATE AND TOTAL LIABILITY OF Daystar OR ITS AFFILIATES TO CUSTOMER, CUSTOMER’S AFFILIATES, OR ANY AUTHORIZED USER, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OUR PROVISION (OR CUSTOMER’S USE) OF THE PRODUCTS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNT PAID BY CUSTOMER TO Daystar UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION.
    3. IF REMEDY FAILS ESSENTIAL PURPOSE. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 5 SHALL APPLY EVEN IF CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE PARTIES ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 5, AND THAT THE LIMITATIONS REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
  6. CANCELLATION: Orders may only be canceled prior to costs being incurred by Daystar for the products ordered. Any order terminated after costs are incurred by Daystar are subject to a termination claim for reasonable and necessary out of pocket costs and expenses not previously paid by Buyer.
  7. RELEASE OF INFORMATION: For customers requesting On Account credit terms, Customer hereby authorizes Daystar to make any inquiry regarding Customer's credit worthiness and business practices including contacting banks, credit references and credit reporting authorities. Customer also acknowledges that Daystar may report payment records to credit reporting authorities. In the event of any incorrect reporting, Daystar’s sole liability shall be limited to correcting any inaccuracies. Daystar s shall have absolutely no other liability with respect thereto.
  8. ORDERS: Customer acknowledges that it may or may not issue signed purchase orders and authorizes Daystar to take orders verbally, via telephone, by facsimile or computer transmission and to act upon such orders as if a signed purchase order was issued only with Purchase order number.
  9. ARTWORK: Customer represents that any designs, artwork, or other trademarks or trade dress Customer asks Daystar to produce or acquire for Customer or Customer's client is Customer's or Customer's client's property. Any plates, dies or artwork acquired or produced by Daystar for Customer which remains unpaid for shall be Daystar’s property and Customer waives any rights of offset or claims of conversion.
  10. FILTER TOOLING: In order to keep our tooling prices as low as possible, Daystar absorbs a significant portion of the engineering & tooling costs and requests only a one-time setup fee from Customer(s) to absorb some of the engineering and tooling expenses. Without exception, Daystar owns all tooling, dies and/or stampings used to produce Customer’s product unless stated otherwise in writing.
  11. OTHER TOOLING: Any tooling paid for in full or provided by Customer, other than as outlined above in Section 10, will be owned by Customer unless otherwise indicated in writing.
  12. FAILURE TO PAY: If Customer fails to pay for invoices within the agreed upon terms, Customer unconditionally authorizes Daystar to 1) delay or withhold shipments of ordered product, 2) scrap or resell ordered product, the proceeds of which shall be used to cover the cost of handling and shall not apply to any portion of the unpaid balance.
  13. FREIGHT: While Daystar will endeavor to use the least expensive method of freight this may not always be the case. At times, this may conflict with Customer's prior request. Customer agrees to pay all freight incurred by common carrier if these charges were incurred due to customer request for an emergency shipment outside of normal scheduled deliveries.
  14. PRICE CHANGES: Daystar reserves the right to change prices and/or discount structure at any time.
  15. INDEMNIFICATION: Customer shall indemnify and hold harmless Daystar against all damages resulting from liabilities claimed  by any third party as a result of customer's order, products or test data released by Customer, including, but not limited to, any and all judgments damages, costs, attorney fees and expenses to Daystar resulting from claims which may arise with regard to ownership of trade dress, trademarks, copyright, or other proprietary interests, personal injury, product liability, or if merchandise does not meet performance specifications when drawings, specifications, samples, and/or other written descriptions were provided by or previously approved by Customer, prior to production. In the event of a claim by a third party against Daystar as a result of an order, Customer shall name Daystar as an additional insured on its policies of insurance, and shall provide Daystar  at least 30 days-notice before expiration or cancellation of that insurance. Daystar shall have the right, but not the obligation, to tender the defense of such claim to Customer, and Customer agrees to defend Daystar in the event of such tender.
  16. TEST DATA: In the event that Customer is provided Test Data by Daystar, Customer understands that these results are to be used for internal purposes only and may not be used otherwise unless agreed to in writing in advance.
  17. INCONSISTENT TERMS AND CONDITIONS: Any term or condition, either made verbally or which appears on any written document, purchase order or other such instrument, which conflicts with those stated herein shall be void. Where such conflict exists the terms and conditions of this Credit Application shall supersede. If any part of this agreement is determined to be unenforceable the remaining terms and conditions shall continue in full force and effect.
  18. APPLICABLE LAW - VENUE: This agreement is entered into at Daystar’s principal place of business located at Fontana, California. In the event that it shall become necessary for Daystar to file legal action to collect any outstanding obligations from the Customer, the venue of said actions shall be with the Orange County Superior Court. Customer hereby agrees to submit to the jurisdiction in Orange County, California with respect to any legal proceeding commenced to collect any outstanding obligations from customer, and waives any objection to personal jurisdiction. In the event it shall become necessary for Daystar to file an action to collect any unpaid obligations, Daystar shall be entitled to collect reasonable attorney's fees, collection costs, and court costs. All other disputes between the parties shall be submitted to binding arbitration with JAMS in Orange County, California before a single neutral arbitrator - both parties hereby waive their right to a trial by jury.  California law shall govern all disputes between Daystar and Customer.
  19. REPRESENTATIONS: The Customer's authorized representative's signature attests to the financial responsibility for any amounts billed and or inventory being held by Daystar in its warehouse and that the information and statements contained in this application are true and complete and are made for the purpose of inducing Daystar to sell product to the Customer and to establish an open line of credit. The undersigned further agrees that all sales shall be subject to the terms and conditions, which are set forth in this credit application.
  20. FORCE MAJEURE: Each party’s obligation (other than Licensee’s obligation to pay Fees when due) shall be suspended during any period that the party is rendered incapable of performing by virtue of any criminal acts of third parties, war, viruses, acts of public enemies, severe weather conditions, utility failures, strikes or other labor disturbances, fires, floods, other natural disasters, other acts of God, unforeseeable acts of employees, telecommunication or interruption of Internet service, or any causes of like or different kind beyond any reasonable control of the party.
  21. COVENANT OF NON-SOLICITATION: Covenant of Non-Solicitation: Customer and Daystar covenants and agrees that it shall not, directly or indirectly, during the term of this Agreement induce or solicit any employees with whom they have had non-incidental contact, any employees who conduct business for the either Party in these areas: research and development, engineering, manufacturing, sales and marketing, and whom each party has learned about through the conducting business (“Employees”); provided that the foregoing shall not preclude (i) the Parties from hiring any such Employees whom the Recipient can demonstrate it was in active, continuing discussions with regarding possible employment prior to the signing of this Agreement, (ii) the use of public general advertisements or search firms (in each case, not directed at, or targeted to the Discloser) or the hiring of any person who responds thereto, (iii) hiring any Employee who initiated employment discussions with the Recipient without solicitation by the Recipient, or (iv) soliciting and/or hiring any person who has not been employed by the Discloser for at least 6 months from the date of completion of the due diligence hereunder at the time of such solicitation. And for two years after termination of this Agreement:
  22. PRIVACY POLICY: By using the website, you are in acknowledgement of our Privacy Policy.
  23. COUNTERPARTS: This Agreement may be executed in counterparts, each of which will be deemed an original. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party.
  24. OTHER: The current version of this Agreement, which may be amended or modified by Daystar without notice from-time-to-time, can be found www.daystarproducts.com/contractmfgtermsconditions.  This Agreement, and as amended or modified, controls over any terms and conditions in any purchase order unless Daystar has agreed in writing to be bound by and subject to such terms and conditions.
  25. CREDIT CARD CHARGES: Customer authorizes Daystar to charge the credit card on file for purchases at the time of shipment. Customer agrees to handle all disputes directly with Daystar and agrees not to dispute any charge with the credit card company.