6
Solid State Relay
G3M
Omron Electronic Components, LLC
Terms and Conditions of Sales
I. GENERAL
1. Definitions: The words used herein are defined as follows.
(a) Terms:
These terms and conditions
(b) Seller:
Omron Electronic Components LLC and its subsidiaries
(c) Buyer:
The buyer of Products, including any end user in section III through VI
(d) Products: Products and/or services of Seller
(e) Including: Including without limitation
2. Offer; Acceptance: These Terms are deemed part of all quotations, acknowledgments,
invoices, purchase orders and other documents, whether electronic or in writing,
relating to the sale of Products by Seller. Seller hereby objects to any Terms proposed
in Buyer’s purchase order or other documents which are inconsistent with, or in
addition to, these Terms.
3. Distributor: Any distributor shall inform its customer of the contents after and including
section III of these Terms.
II. SALES
1. Prices; Payment: All prices stated are current, subject to change without notice by
Seller. Buyer agrees to pay the price in effect at time of shipment. Payments for
Products received are due net 30 days unless otherwise stated in the invoice. Buyer
shall have no right to set off any amounts against the amount owing in respect of this
invoice.
2. Discounts: Cash discounts, if any, will apply only on the net amount of invoices sent to
Buyer after deducting transportation charges, taxes and duties, and will be allowed
only if (a) the invoice is paid according to Seller’s payment terms and (b) Buyer has no
past due amounts owing to Seller.
3. Interest: Seller, at its option, may charge Buyer 1.5% interest per month or the
maximum legal rate, whichever is less, on any balance not paid within the stated
terms.
4. Orders: Seller will accept no order less than 200 U.S. dollars net billing.
5. Currencies: If the prices quoted herein are in a currency other than U.S. dollars, Buyer
shall make remittance to Seller at the then current exchange rate most favorable to
Seller; provided that if remittance is not made when due, Buyer will convert the amount
to U.S. dollars at the then current exchange rate most favorable to Seller available
during the period between the due date and the date remittance is actually made.
6. Governmental Approvals: Buyer shall be responsible for all costs involved in obtaining
any government approvals regarding the importation or sale of the Products.
7. Taxes: All taxes, duties and other governmental charges (other than general real
property and income taxes), including any interest or penalties thereon, imposed
directly or indirectly on Seller or required to be collected directly or indirectly by Seller
for the manufacture, production, sale, delivery, importation, consumption or use of the
Products sold hereunder (including customs duties and sales, excise, use, turnover
and license taxes) shall be charged to and remitted by Buyer to Seller.
8. Financial: If the financial position of Buyer at any time becomes unsatisfactory to
Seller, Seller reserves the right to stop shipments or require satisfactory security or
payment in advance. If Buyer fails to make payment or otherwise comply with these
Terms or any related agreement, Seller may (without liability and in addition to other
remedies) cancel any unshipped portion of Products sold hereunder and stop any
Products in transit until Buyer pays all amounts, including amounts payable hereunder,
whether or not then due, which are owing to it by Buyer. Buyer shall in any event
remain liable for all unpaid accounts.
9. Cancellation; Etc: Orders are not subject to rescheduling or cancellation unless Buyer
indemnifies Seller fully against all costs or expenses arising in connection therewith.
10. Force Majeure: Seller shall not be liable for any delay or failure in delivery resulting
from causes beyond its control, including earthquakes, fires, floods, strikes or other
labor disputes, shortage of labor or materials, accidents to machinery, acts of
sabotage, riots, delay in or lack of transportation or the requirements of any
government authority.
11. Shipping; Delivery: Unless otherwise expressly agreed in writing by Seller:
(a) All sales and shipments of Products shall be FOB shipping point (unless otherwise
stated in writing by Seller), at which point title to and all risk of loss of the Products
shall pass from Seller to Buyer, provided that Seller shall retain a security interest
in the Products until the full purchase price is paid by Buyer;
(b) Delivery and shipping dates are estimates only; and
(c) Seller will package Products as it deems proper for protection against normal
handling and extra charges apply to special conditions.
12. Claims: Any claim by Buyer against Seller for shortage or damage to the Products
occurring before delivery to the carrier must be presented in detail in writing to Seller
within 30 days of receipt of shipment.
III. PRECAUTIONS
1. Suitability: IT IS THE BUYER’S SOLE RESPOINSIBILITY TO ENSURE THAT ANY
OMRON PRODUCT IS FIT AND SUFFICIENT FOR USE IN A MOTORIZED
VEHICLE APPLICATION. BUYER SHALL BE SOLELY RESPONSIBLE FOR
DETERMINING APPROPRIATENESS OF THE PARTICULAR PRODUCT WITH
RESPECT TO THE BUYER’S APPLICATION INCLUDING (A) ELECTRICAL OR
ELECTRONIC COMPONENTS, (B) CIRCUITS, (C) SYSTEM ASSEMBLIES, (D) END
PRODUCT, (E) SYSTEM, (F) MATERIALS OR SUBSTANCES OR (G) OPERATING
ENVIRONMENT. Buyer acknowledges that it alone has determined that the Products
will meet their requirements of the intended use in all cases. Buyer must know and
observe all prohibitions of use applicable to the Product/s.
2. Use with Attention: The followings are some examples of applications for which
particular attention must be given. This is not intended to be an exhaustive list of all
possible use of any Product, nor to imply that any use listed may be suitable for any
Product:
(a) Outdoor use, use involving potential chemical contamination or electrical
interference.
(b) Use in consumer Products or any use in significant quantities.
(c) Energy control systems, combustion systems, railroad systems, aviation systems,
medical equipment, amusement machines, vehicles, safety equipment, and
installations subject to separate industry or government regulations.
(d) Systems, machines, and equipment that could present a risk to life or property.
3. Prohibited Use: NEVER USE THE PRODUCT FOR AN APPLICATION INVOLVING
SERIOUS RISK TO LIFE OR PROPERTY WITHOUT ENSURING THAT THE
SYSTEM AS A WHOLE HAS BEEN DESIGNED TO ADDRESS THE RISKS, AND
THAT THE PRODUCT IS PROPERLY RATED AND INSTALLED FOR THE
INTENDED USE WITHIN THE OVERALL EQUIPMENT OR SYSTEM.
4. Motorized Vehicle Application: USE OF ANY PRODUCT/S FOR A MOTORIZED
VEHICLE APPLICATION MUST BE EXPRESSLY STATED IN THE SPECIFICATION
BY SELLER.
5. Programmable Products: Seller shall not be responsible for the Buyer’s programming
of a programmable Product.
IV. WARRANTY AND LIMITATION
1. Warranty: Seller’s exclusive warranty is that the Products will be free from defects in
materials and workmanship for a period of twelve months from the date of sale by
Seller (or such other period expressed in writing by Seller). SELLER MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ABOUT ALL
OTHER WARRANTIES, NON--INFRINGEMENT, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OF THE PRODUCTS.
2. Buyer Remedy: Seller’s sole obligation hereunder shall be to replace (in the form
originally shipped with Buyer responsible for labor charges for removal or replacement
thereof) the non-complying Product or, at Seller’s election, to repay or credit Buyer an
amount equal to the purchase price of the Product; provided that there shall be no
liability for Seller or its affiliates unless Seller’s analysis confirms that the Products were
handled, stored, installed and maintained and not subject to contamination, abuse,
misuse or inappropriate modification. Return of any Products by Buyer must be
approved in writing by Seller before shipment.
3. Limitation on Liability: SELLER AND ITS AFFILIATES SHALL NOT BE LIABLE FOR
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF
PROFITS OR PRODUCTION OR COMMERCIAL LOSS IN ANY WAY CONNECTED
WITH THE PRODUCTS, WHETHER SUCH CLAIM IS BASED IN CONTRACT,
WARRANTY, NEGLIGENCE OR STRICT LIABILITY. FURTHER, IN NO EVENT
SHALL LIABILITY OF SELLER OR ITS AFFILITATES EXCEED THE INDIVIDUAL
PRICE OF THE PRODUCT ON WHICH LIABILITY IS ASSERTED.
4. Indemnities: Buyer shall indemnify and hold harmless Seller, its affiliates and its
employees from and against all liabilities, losses, claims, costs and expenses (including
attorney’s fees and expenses) related to any claim, investigation, litigation or
proceeding (whether or not Seller is a party) which arises or is alleged to arise from
Buyer’s acts or omissions under these Terms or in any way with respect to the
Products.
V. INFORMATION; ETC.
1. Intellectual Property: The intellectual property embodied in the Products is the
exclusive property of Seller and its affiliates and Buyer shall not attempt to duplicate it
in any way without the written permission of Seller. Buyer (at its own expense) shall
indemnify and hold harmless Seller and defend or settle any action brought against
Seller to the extent that it is based on a claim that any Product made to Buyer
specifications infringed intellectual property rights of another party.
2. Property; Confidentiality: Notwithstanding any charges to Buyer for engineering or
tooling, all engineering and tooling shall remain the exclusive property of Seller. All
information and materials supplied by Seller to Buyer relating to the Products are
confidential and proprietary, and Buyer shall limit distribution thereof to its trusted
employees and strictly prevent disclosure to any third party.
3. Performance Data: Performance data is provided as a guide in determining suitability
and does not constitute a warranty. It may represent the result of Seller’s test
conditions, and the users must correlate it to actual application requirements.
4. Change In Specifications: Product specifications and description may be changed at
any time based on improvements or other reasons. It is Seller’s practice to change
part numbers when published ratings or features are changed, or when significant
engineering changes are made. However, some specifications of the Product may be
changed without any notice.
5. Errors And Omissions: The information on Seller’s website or in other documentation
has been carefully checked and is believed to be accurate; however, no responsibility
is assumed for clerical, typographical or proofreading errors or omissions.
6. Export Controls: Buyer shall comply with all applicable laws, regulations and licenses
regarding (a) export of the Products or information provided by Seller; (b) sale of
Products to forbidden or other proscribed persons or organizations; (c) disclosure to
non-citizens of regulated technology or information.
VI. MISCELLANEOUS
1. Waiver: No failure or delay by Seller in exercising any right and no course of dealing
between Buyer and Seller shall operate as a waiver of rights by Seller.
2. Assignment: Buyer may not assign its rights hereunder without Seller’s written consent.
3. Law: These Terms are governed by Illinois law (without regard to conflict of laws).
Federal and state courts in Illinois have exclusive jurisdiction for any dispute
hereunder.
4. Amendment: These Terms constitute the entire agreement between Buyer and Seller
relating to the Products, and no provision may be changed or waived unless in writing
signed by the parties.
5. Severability: If any provision hereof is rendered ineffective or invalid, such provision
shall not invalidate any other provision.
