Omron V520-LHA7127, User Manual

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vi
Terms and Conditions of Sale
1. Offer; Acceptance. These terms and conditions (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 goods or services (collectively, the "Goods") by Omron Elec-
tronics LLC ("Seller"). Seller hereby objects to any terms or conditions
proposed in Buyer's purchase order or other documents which are incon-
sistent with, or in addition to, these Terms.
2. Prices. All prices stated are current, subject to change without notice by
Seller. Buyer agrees to pay the price in effect at time of shipment.
3. 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 (i) the invoice is paid according to
Seller's payment terms and (ii) Buyer has no past due amounts owing to
Seller.
4. Interest. Seller, at its option, may charge Buyer 1-1/2% interest per
month or the maximum legal rate, whichever is less, on any balance not
paid within the stated terms.
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 and which is available on the due
date; provided that if remittance is not made when due, Buyer will con-
vert 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, and shall bear
all costs involved in, obtaining any government approvals required for the
importation or sale of the Goods.
7. Taxes. All taxes, duties and other governmental charges (other than gen-
eral real property and income taxes), including any interest or penalties
thereon, imposed directly or indirectly on Seller or required to be col-
lected directly or indirectly by Seller for the manufacture, production,
sale, delivery, importation, consumption or use of the Goods sold here-
under (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 unsatis-
factory to Seller, Seller reserves the right to stop shipments or require
satisfactory security or payment in advance. If Buyer fails to make pay-
ment 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 Goods sold hereunder and stop any Goods in tran-
sit 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 aris-
ing in connection therewith.
10. Force Majeure. Seller shall not be liable for any delay or failure in deliv-
ery resulting from causes beyond its control, including earthquakes,
fires, floods, strikes or other labor disputes, shortage of labor or materi-
als, 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. Shipments shall be by a carrier selected by Seller;
b. Such carrier shall act as the agent of Buyer and delivery to such
carrier shall constitute delivery to Buyer;
c. All sales and shipments of Goods shall be FOB shipping point (unless
otherwise stated in writing by Seller), at which point title to and all risk
of loss of the Goods shall pass from Seller to Buyer, provided that
Seller shall retain a security interest in the Goods until the full
purchase price is paid by Buyer;
d. Seller may over or under ship by up to 3% of the scheduled quantity.
Exact quantity orders will be accepted at a 5% unit price premium.
e. Delivery and shipping dates are estimates only.
f. Seller will package Goods 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
Goods occurring before delivery to the carrier must be presented in writ-
ing to Seller within 30 days of receipt of shipment and include the original
transportation bill signed by the carrier noting that the carrier received
the Goods from Seller in the condition claimed.
13. Warranties. (a) Exclusive Warranty. Seller's exclusive warranty is
that the Goods will be free from defects in materials and workman-
ship for a period of twelve months from the date of sale by Seller.
Seller disclaims all other warranties, express or implied. (b) Limita-
tions. SELLER MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, ABOUT NON-INFRINGEMENT, MERCHANT-
ABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
GOODS. BUYER ACKNOWLEDGES THAT IT ALONE HAS DETER-
MINED THAT THE GOODS WILL SUITABLY MEET THE REQUIRE-
MENTS OF THEIR INTENDED USE. Seller further disclaims all
warranties and responsibility of any type for claims or expenses
based on infringement by the Goods or otherwise of any intellec-
tual property right. (c) Buyer Remedy. Seller's sole obligation here-
under shall be to replace (in the form originally shipped with Buyer
responsible for labor charges for removal or replacement thereof)
the non-complying Good or, at Seller's election, to repay or credit
Buyer an amount equal to the purchase price of the Good; provided
that in no event shall Seller be responsible for warranty, repair,
indemnity or any other claims or expenses regarding the Goods
unless Seller's analysis confirms that the Goods were properly han-
dled, stored, installed and maintained and not subject to contami-
nation, abuse, misuse or inappropriate modification. Return of any
goods by Buyer must be approved in writing by Seller before shipment.
14. Damage Limits; Etc. SELLER SHALL NOT BE LIABLE FOR SPE-
CIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROF-
ITS OR PRODUCTION OR COMMERCIAL LOSS IN ANY WAY
CONNECTED WITH THE GOODS, WHETHER SUCH CLAIM IS
BASED IN CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIA-
BILITY. Further, in no event shall liability of Seller exceed the indi-
vidual price of the Good on which liability is asserted.
15. 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 Goods. Without lim-
iting the foregoing, 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 Good made to Buyer spec-
ifications infringed intellectual property rights of another party.
16. Property; Confidentiality. The intellectual property embodied in the
Goods 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. 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
Goods are confidential and proprietary, and Buyer shall limit distribution
thereof to its trusted employees and strictly prevent disclosure to any
third party.
17. Miscellaneous. (a) 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. (b) Assignment. Buyer may not assign its
rights hereunder without Seller's written consent. (c) Law. These Terms
are governed by Illinois law (without regard to conflict of law principles).
Federal and state courts in Illinois shall have exclusive jurisdiction for any
dispute hereunder. (d) Amendment. These Terms constitute the entire
agreement between Buyer and Seller relating to the Goods, and no pro-
vision may be changed or waived unless in writing signed by the parties.
(e) Severability. If any provision hereof is rendered ineffective or invalid,
such provision shall not invalidate any other provision. (f) Setoff. All
claims hereunder by Seller are subject to setoff by Seller for any counter-
claim arising out of any transaction with Buyer. (g) Definitions. As used
herein, "including" means "including without limitation.”