1. GENERAL

1.1. TERMS OF SERVICE. These Terms of Service for ProFitOptix.com (these “Terms of Service”) together constitute a legal agreement between you (an individual, not an entity) and Pro Fit Optix, Inc., a Wyoming corporation (“PFO”) with respect to PFO software (together with all prior and subsequent versions, and all patches and updates thereto, the “Software”), the www.profitoptix.com Web site, and all subpages under the Web site (collectively, “PFO Online”) or through the Software.  These Terms of Service apply whether or not you purchase any product from PFO.  By clicking on the “Accept” button or otherwise using or accepting the Software and/or Site, you agree to be bound by these Terms of Service.  If you do not agree to these terms of service, do not click on the "Accept" button and do not use the Software, Site or Services. You agree that your use of the Software, Site and/or Services acknowledges that you have read these Terms of Service, understand them, and agree to be bound by these Terms of Service.

By using the service you are telling us either that you are over age 18 and legally able to form contracts, or that an adult with authority to act on your behalf has agreed to these terms and to be responsible for ensuring your compliance with them in your use of the service and any results you obtain from it. If you don't want to be bound by these terms, do not use the service or its results.  If our monitoring systems detect an attempt to access the service in a forbidden way, to execute systematic patterns of queries, to index the website, or to do anything else that we feel jeopardizes the integrity of our system or access to it by other users, we may terminate or suspend access to the service for specific users or IP ranges.  Systematic professional or commercial use of the website, or use for which you are being specifically paid, is only permitted for the specific purpose of purchasing the goods available on the website.  You may not use multiple queries or specially constructed queries in an attempt to extract datasets, to reverse engineer the algorithms or data contained in the PFO website, or to probe for vulnerabilities.

Spidering, data-mining, scraping, or probing PFO, or otherwise attempting to abuse the service, is not only a violation of these terms but may also constitute violation of federal and state laws concerning unauthorized access to computer systems.  You are forbidden to violate or attempt to violate the security of the website. If you find a way to crash the website or otherwise get it to misbehave, or you identify a vulnerability, flaw, or bug, please let us know by e-mail at webmaster@profitoptix.com, to report the problem. As there will no doubt always be ways to cause trouble for the site, we ask for your cooperation in ensuring that it remains available for use by everyone. The material from the PFO website is intended to be used by a human being in the form in which it is delivered. You are not allowed to systematically extract data from the results returned by PFO and build them into a new raw data table or source.

PFO does not offer, sell or engage in any activities related directly to the consumer for optical products or related services. We only engage in the sale of wholesale optical products and related services to licensed eye care professionals and wholesale laboratories. By placing an order, you agree to abide by these restrictions.

1.2. TERMS AND CONDITIONS.  Acceptance by PFO of a customer's order shall not constitute an acceptance of any printed provisions on any order or other form supplied by any customer, which are different from or additional to the terms herein unless specifically accepted in writing by an authorized officer of PFO. Different or additional terms on any order or other form supplied by customer are hereby expressly rejected and are void. These terms may not be modified, waived, superseded, or rescinded except in writing and signed by an authorized officer of PFO.

The terms and conditions appearing in any quotation, acknowledgement of order, order of confirmation, invoice or other similar document provided by PFO relating to the sale of goods or services of any PFO products to any customer, as supplemented by the terms and conditions appearing herein (collectively, this “Agreement”), shall constitute the complete agreement between PFO and any customer, and shall supersede any prior or contemporaneous agreements or communications between PFO and any customer, whether oral or written.

All catalogs, specifications, and other material furnished to customer by PFO are subject to modification by PFO and are not binding unless so stated in writing by PFO.  PFO reserves the right to correct clerical and typographical errors at any time.

2. DELIVERY OF PRODUCT

2.1. DELIVERY DATES.  Any delivery dates indicated herein or otherwise furnished by PFO to a customer are estimates only. They do not bind PFO to ship or deliver the products on the dates indicated unless specifically stated in writing to be binding. PFO reserves the right to make partial shipments and to submit separate invoices to customer for each such partial shipment.  Delivery dates are subject to change for any cause which interferes with PFO's ability to supply or transport the products whether or not caused or contributed to by PFO's negligence or fault including, but not limited to, any event of force majeure.

2.2. BACKORDERS.  Frame and lens backorder shipments will be shipped via ground service without delivery charge. Backorders will be cancelled after 30 days.

2.3. PACKING COSTS.  Customer shall pay the cost of any packaging rendered necessary by any means other than PFO's normal means of delivery.

3. ORDER CHANGES, RETURNS AND CANCELLATION

3.1. DEFINTIONS.  Inventory orders are orders of semi-finished lens blanks, stock lenses and frames. Rx orders are orders of finished custom lenses to a specific patient Rx.

3.2. CANCELLATIONS.  Free-Form lens orders changed or cancelled after 24 hours of receipt by PFO are subject to a 50% cancellation fee.

3.3. RETURNS.  Product returns may be accepted within 30 days from the date of purchase. All returns must be accompanied with a product returns authorization form signed by a PFO Sales Manager. Return authorizations are valid for 14 days from issue date. A return credit may only be used to purchase additional PFO products within six months of issuance. After six months, all credits will be forfeited.  The returned product must be in the original package and in resalable condition. Credit will be issued only to the purchasing account.  If, upon customer's receipt of goods, the goods shall appear not to conform to the requirements of this Agreement, customer shall immediately notify PFO and afford PFO a reasonable opportunity to inspect the goods before a credit for a return is authorized. All authorized returned products not defective in nature are subject to a 20% restocking charge.  PFO is not responsible for returned product lost in shipment. Customer pays freight for all inventory returns, except products returned as a result of PFO data entry or shipping error, if accompanied by a products returns authorization form.

3.4. DAMAGED GOODS IN TRANSIT.  Shipment claims (including without limitation shortage in quantity delivered, damage to, or loss of the goods in transit) by customer must be made within three (3) business days after receipt of shipment and PFO shall have a reasonable opportunity to investigate any claim by customer. The shipment shall be presumed to be proper and conforming in all respects unless claims are made within the three (3) business day period. PFO shall incur no liability for damage, shortages, or any other cause alleged to have occurred or existed at or prior to delivery to the carrier unless full details are entered on customer's receipt to the carrier.

4. WARRANTY

4.1. ALL PRODUCTS.  PFO warrants that all products sold to customers shall perform in accordance with PFO published specifications for such products and shall be free from defects in workmanship and materials under normal use. The liability to PFO hereunder and customer's exclusive remedy, is expressly limited to repair or replacement of nonconforming products or the refund of the purchase price paid by customer, as the case may be. THIS WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE. IN NO EVENT WILL PFO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY LOSS OR DAMAGES.

4.2. LENSES.  All PFO lenses are guaranteed to conform to established and recognized lens standards and to be free from defects in materials and workmanship. All Hard Coated and Multi-coated lenses are scratch warranted for normal wear for one year from the date of dispensing for a one time replacement. All warranty requests will be replaced in identical form (prescription, material, coating, diameter, etc). No credit will be given. PFO reserves the right under the defective or warranty return policies to monitor claims. If claims significantly exceed established norms it may be necessary to modify these policies as appropriate to the situation. 

4.3. IMPACT RESISTANCE.  PFO lenses have been manufactured in compliance with FDA Impact-Resistance Regulation 21 CFR801.410.  Modification of the lenses, except for normal edging, will require impact testing to assure compliance with the above regulation. Note: Impact resistant lenses are not shatterproof or unbreakable.

4.4. EXCLUSIONS.  Product spoilage or breakage by the laboratory, optician, or consumer (patient) is specifically excluded from any return authorization.  No credit will be issued for charges such as drilling, edging, tinting or edge polish. PFO’s liability is limited to the invoice amount of the lenses only. PFO does not warranty the laboratory breakage or spoilage. The PFO Warranties are non-transferable and PFO reserves the right to modify the Warranties at any time.  These specific Lens Terms and Conditions apply only to lenses or frames that are sold and delivered by PFO.  Lenses sold by PFO must be returned along with the original invoice for warranty consideration. 

4.5. FRAMES. Frames sold by PFO will have a one year unconditional Manufacturer’s warranty against defects.

4.6. SATISFACTION GUARANTEED.  PFO will provide a credit for all progressive lenses that are returned for patient non-adaptation within 90 days of shipping.  The progressive product needs to be returned to PFO along with a copy of the Rx invoice. A return merchandise authorization signed by the PFO, Sales Manager needs to accompany the return.

4.6.1. Doctor’s Fitting Changes: Progressive lenses may be returned for up to 90 calendar days from the shipping date of the original order for fitting changes. Please note that new lenses will be provided at no charge only once during the warranty period.

4.7. SCRATCH RESISTANT HARD COATING. The warranty for Scratch Resistant Hard Coating for its scratch resistance under normal use extends up to a maximum of 12 months. The warranty on Anti-Reflection Coating for its scratch resistance and defects under normal use extends up to a maximum of 24 months.  This warranty excludes scratch resistant claims for damage resulting from the temple portion of the frame rubbing the back surface of the lens, or failure to follow customary cleaning and care instructions. Non-PFO supplied coatings are not covered under the coating warranty. New lenses will be provided at no charge once during the warranty period. The new lenses must be exact duplicates of the original order (same Rx, frame, and other measurements).

6. PAYMENT TERMS

When credit has been established, payment is due 15 days from the date of the statement.  Interest of 1½% per month (18% Per Annum) on overdue accounts will be applied.  Accounts past due may be subject to cancellation of sales volume agreements, or cancellation of distributorship. Customers exceeding their credit limit will be placed on credit hold.  Customers with checks returned to PFO due to insufficient account funds will be assessed a $100 processing fee.

7. PRICING TERMS

Prices are FOB point of shipment and are subject to change without notice. In the event of a price change, all shipments will be invoiced at the price in effect when the order was placed. Prices are not subject to oral changes or other agreements unless approved in writing by an authorized officer of PFO.  Prices listed are per pair for lenses and per frame for frames unless otherwise noted. Orders may be assorted as to style, color, or material. Price lists are subject to change without notice and orders accepted are subject to prevailing price, terms and conditions at the time of shipment. Pricing is based upon attaining monthly commitment of purchases and current payment. Customer shall pay the cost of any special packaging requested by customer. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ALL SALES ARE FINAL, NO CHARGE BACKS WILL BE ACCEPTED.  ALL CREDITS WILL BE ISSUED TO YOUR Pro Fit Optix ACCOUNT. 

Prices do not include sales, use, property, stamp, recording or other special taxes, levies or duties imposed by a governmental authority either directly or indirectly on the sale, transfer, installation or servicing of the products sold hereunder. Any such taxes or assessments of whatever nature shall be the customer's responsibility and will be promptly paid by customer or, if imposed on PFO, shall be reimbursed promptly by the customer.

8. GOVERNING LAW

Notwithstanding the place where this Agreement may be executed or performed, this Agreement shall be deemed to be made under the laws of the State of Florida, and the construction, validity and performance of this Agreement shall be governed in all respects by the laws of the State of Florida, including without limitation its Uniform Commercial Code, and the laws of the United States of America, without regard to any principles of conflict of laws and specifically excluding the terms of the Convention on the International Sale of Goods. Any controversy or claim arising out of or relating to this Agreement, as well as any other dispute between the parties, shall be exclusively brought in a state or federal court sitting in Palm Beach County, Florida, USA. Any action for breach of contract or breach of warranty must be commenced within fifteen (15) Months following date of invoice.

9. WAIVER

Failure by PFO to enforce any of these rights under these terms shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of them at any time later.