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1. Offer; Acceptance. These terms and conditions (these "Terms") are deemed part of all
catalogs, manuals or other documents, whether electronic or in writing, relating to
the sale of goods or services (collectively, the "Goods") by Omron Electronics LLC
and its subsidiary companies (“Seller”). Seller hereby objects to any terms or
conditions proposed in Buyer’s purchase order or other documents which are
inconsistent with, or in addition to, these Terms. Please contact your Omron
representative to confirm any additional terms for sales from your Omron company.
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. Orders. Seller will accept no order less than $200 net billing.
5. 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.
6. 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 Goods sold hereunder (including customs duties and sales, excise, use,
turnover and license taxes) shall be charged to and remitted by Buyer to Seller.
7. 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 Goods sold hereunder and stop any
Goods 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.
8. Cancellation; Etc. Orders are not subject to rescheduling or cancellation unless Buyer
indemnifies Seller fully against all costs or expenses arising in connection therewith.
9. 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.
10.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. Delivery and shipping dates are estimates only.
e. Seller will package Goods as it deems proper for protection against normal
handling and extra charges apply to special conditions.
11.Claims. Any claim by Buyer against Seller for shortage or damage to the Goods
occurring before delivery to the carrier must be presented in writing 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.
12.Warranties. (a) Exclusive Warranty. Seller’s exclusive warranty is that the Goods 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 disclaims all other warranties, express or implied. (b) Limitations. SELLER
MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ABOUT
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE GOODS. BUYER ACKNOWLEDGES THAT IT ALONE HAS
DETERMINED THAT THE GOODS WILL SUITABLY MEET THE REQUIREMENTS 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 intellectual property right. (c) 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 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 handled, stored, installed and maintained and not
subject to contamination, abuse, misuse or inappropriate modification. Return of any
goods by Buyer must be approved in writing by Seller before shipment. Seller shall
not be liable for the suitability or unsuitability or the results from the use of Goods in
combination with any electrical or electronic components, circuits, system
assemblies or any other materials or substances or environments. Any advice,
recommendations or information given orally or in writing, are not to be construed as
an amendment or addition to the above warranty.
13.Damage Limits; Etc. SELLER SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR PRODUCTION OR
COMMERCIAL LOSS IN ANY WAY CONNECTED WITH THE GOODS, WHETHER SUCH
CLAIM IS BASED IN CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY.
Further, in no event shall liability of Seller exceed the individual price of the Good on
which liability is asserted.
14.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 limiting 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 specifications
infringed intellectual property rights of another party.
15.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.
16.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) Amendment. These Terms constitute the entire agreement
between Buyer and Seller relating to the Goods, and no provision may be changed or
waived unless in writing signed by the parties. (d) Severability. If any provision hereof
is rendered ineffective or invalid, such provision shall not invalidate any other
provision. (e) Setoff. Buyer shall have no right to set off any amounts against the
amount owing in respect of this invoice. (f) As used herein, “including” means
“including without limitation”.
Certain Terms and Conditions of Sale
1. Suitability of Use. Seller shall not be responsible for conformity with any standards,
codes or regulations which apply to the combination of the Good in the Buyer’s
application or use of the Good. At Buyer’s request, Seller will provide applicable third
party certification documents identifying ratings and limitations of use which apply to
the Good. This information by itself is not sufficient for a complete determination of
the suitability of the Good in combination with the end product, machine, system, or
other application or use. The following are some examples of applications for which
particular attention must be given. This is not intended to be an exhaustive list of all
possible uses of this Good, nor is it intended to imply that the uses listed may be
suitable for this Good:
(i) Outdoor use, uses involving potential chemical contamination or electrical
interference, or conditions or uses not described in this document.
(ii) 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.
(iii) Systems, machines and equipment that could present a risk to life or property.
Please know and observe all prohibitions of use applicable to this Good.
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 SELLER’S PRODUCT IS
PROPERLY RATED AND INSTALLED FOR THE INTENDED USE WITHIN THE OVERALL
EQUIPMENT OR SYSTEM.
2. Programmable Products. Seller shall not be responsible for the user’s programming
of a programmable Good, or any consequence thereof.
3. Performance Data. Performance data given in this catalog is provided as a guide for
the user in determining suitability and does not constitute a warranty. It may
represent the result of Seller’s test conditions, and the user must correlate it to actual
application requirements. Actual performance is subject to the Seller’s Warranty and
Limitations of Liability.
4. Change in Specifications. Product specifications and accessories may be changed at
any time based on improvements and other reasons. It is our practice to change part
numbers when published ratings or features are changed, or when significant
construction changes are made. However, some specifications of the Good may be
changed without any notice. When in doubt, special part numbers may be assigned
to fix or establish key specifications for your application. Please consult with your
Seller’s representative at any time to confirm actual specifications of purchased
Good.
5. Errors and Omissions. The information in this catalog has been carefully checked and
is believed to be accurate; however, no responsibility is assumed for clerical,
typographical or proofreading errors, or omissions.
Certain Precautions on Specifications and Use