Terms of SaleBy accessing this web site you agree to the Terms of Sale set forth below. We reserve the right to change these terms without notice by posting a revision on this web site.
These terms of sale apply to sales transactions made between Intelligrated (Seller) and purchaser (Buyer) for the purchase and sale of the products manufactured or assembled by Seller. All purchase orders issued to Seller by Buyer for the sale of Goods shall be governed by these terms. Any terms and conditions on Seller's acknowledgement of Buyer’s purchase order or other form of commitment to purchase do not apply. Any additional or different terms contained in Buyer’s documents are deemed to be material alterations and notice of objection to and rejection of them is hereby given.
1. DESCRIPTION. Subject to the terms and conditions hereof, Buyer hereby agrees to purchase from Seller and Seller hereby agrees to sell and deliver to Buyer the machinery, equipment and hardware manufactured or assembled by Seller as listed on purchase orders issued by Buyer (hereinafter, the "Goods").
2. TAXES. The Purchase Price (hereinafter defined) does not include any taxes, import or export duties, fines, tariffs, or customs charges. The Buyer agrees to promptly pay or reimburse Seller the amount of any federal, state, county, municipal or other taxes, duties, tariffs or customs charges levied.
3. PRICE AND PAYMENT. The Purchase Price for the Goods shall be paid by Buyer net thirty (30) days after the order is placed. If an order is placed utilizing a credit card, Buyer’s credit card will be automatically pre-authorized for a transaction amount that is ten (10) percent above the order total at time of order placement to allow for the correction of Purchase Prices or other charge discrepancies. After the order is processed, Seller will charge Buyer’s credit card for all Goods purchased including all applicable taxes, freight, import or export duties, fines, tariffs, or customs charges. Each shipment shall be treated as a separate transaction, but in the event of any default of Buyer, Seller may decline to make further shipments without in any way affecting its rights hereunder.
4. BUYER INSTALLATION AND USE. Buyer’s purchase of Seller’s Goods is for Buyer’s installation, use and operation. Seller has designed and manufactured the Goods in conformance with OSHA, ANSI, CEMA and other industry standards regarding safety and use. Adherence to product documentation, operation and maintenance instructions delivered with the Goods remains solely the Buyer’s responsibility. Seller disclaims any liability associated with Buyer’s specific installation, layout, use and application of the Goods by Buyer, Buyer’s end user or any third party beneficiary, vendor, operator or service contractor, and Buyer hereby indemnifies and holds harmless Seller from all claims and damages arising from such installation, layout and application.
5. INSPECTION AND ACCEPTANCE. Delivery shall be F.O.B. origin, or as otherwise expressly stated.
6. DESCRIPTIVE LITERATURE. Drawings, descriptive matter, weights and dimensions and other information expressed or implied in Sellers catalog, website, price sheets or other communications are intended to reflect the general features of the Goods and do not form a part of these terms of sale.
a. Goods. Seller warrants to Buyer that for a period one (1) year from Delivery, each item of Goods will be free from all liens, charges or encumbrances, except any lien of Seller in respect of any unpaid portion of the Purchase Price, and conform in all material respects to Seller’s written specifications accompanying this order and will be free from defects in materials and workmanship (the "Warranty Period").
b. Seller’s obligation under this warranty is limited, at Seller’s option, to repairing or replacing (labor excluded) at Seller’s facility any Goods or parts thereof that does not conform to this warranty. Buyer shall promptly notify Seller in writing of any alleged defects in the Goods and specifically describe the defect. Seller shall have no obligation under this warranty with respect to any defect unless it receives notice and a description of such defect within the Warranty Period. Upon receipt of such notice, Seller shall either instruct the Buyer as to the part or parts of the Goods that Buyer shall remove or cause to be removed pursuant to Seller’s written instructions. Seller will pay the costs of transporting repaired or replaced Goods back to Buyer and will reimburse Buyer for costs of transporting Goods to Seller which Seller determines to have been defective; otherwise, Buyer shall pay all costs of transportation in both directions.
c. The foregoing warranties shall not apply to any Goods which have been: (i) used or operated in a manner inconsistent with a) the use intended by Seller or b) operating, preventive maintenance or other Seller instructions delivered hereunder; (ii) modified or repaired by anyone other than Seller personnel or Seller’s authorized service representatives in a manner which adversely affects its operations or reliability; or (iii) the subject of normal wear and tear; or (iv) damaged because of accident, neglect or misuse by anyone other than Seller personnel, failure or surge of electrical power, air conditioning or humidity control, transportation, or other causes other than ordinary use.
d. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AND ANY WARRANTY OF FREEDOM FROM CLAIMS OF OTHERS BY WAY OF INFRINGEMENT OR THE LIKE, OR OTHERWISE.
8. DEFAULT; TERMINATION.
Failure to make any payment when due in accordance with the terms hereof shall constitute a default. Any other material breach hereof by either party shall constitute a default if the defaulting party has not 1) cured its performance within thirty (30) days after written notice of such breach is received, or 2) within such thirty (30) day period, presented the non-defaulting party with a reasonably acceptable plan to cure its performance. In all cases, either party may immediately terminate this transaction if the other party is insolvent or has made any assignment by operation of law or otherwise.
9. LIMITATION OF LIABILITY. Seller’s liability to the Buyer or any other third party, for a claim of any kind arising as a result of, or related to Seller’s performance hereunder, whether in contract, in tort (including negligence or strict liability), under any warranty, or otherwise, shall be limited to monetary damages and the aggregate amount thereof for all claims shall in no event exceed an amount equal to the amount paid or payable by the Buyer to Seller hereunder. Under no circumstances shall Seller be liable to the Buyer or any third party for indirect, special, incidental or consequential damages (including lost profits), even if Seller has been advised of the possibility of such damages, or for warranties granted by the Buyer to any third party.
10. SEVERANCE. If any provision hereof is declared invalid by any tribunal, then such provision shall automatically be revised to the minimum extent necessary to satisfy the requirements for validity as declared at such time in a manner calculated to lead to the same economic effect as the original terms hereto and, so adjusted, shall be deemed a provision of this order as though originally included herein. In the event that an invalidated provision is of such a nature that it cannot be so revised, the provision shall be deemed deleted. In either case, the remaining provisions hereof shall remain in effect.
11. GOVERNING LAW. These terms of sale shall be governed and construed in accordance with the laws of the State of Ohio, U.S.A., without regard to any conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any transactions hereunder.
12. NO ASSIGNMENT. Neither party shall assign or otherwise transfer, directly or indirectly, its rights hereunder, by operation of law nor otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any such attempted assignment or transfer shall be void and of no force or effect and shall result in the immediate and automatic termination. Subject to the foregoing, these terms of sale shall be binding upon and shall inure to the benefit of the parties hereto, and their successors and assigns.
13. FORCE MAJEURE. Neither party shall be liable for any delays in the performance of any of its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, fire, strike, wars, riots, acts of any civil or military authority, acts of God, judicial action, unavailability or shortages of materials or equipment, failures or delays in delivery of vendors and suppliers or delays in transportation.
14. NO WAIVER. The waiver of a breach or default shall not be interpreted to constitute waiver of any subsequent breach or default, and shall not act to amend or negate the rights of the parties hereto.
15. ENTIRE AGREEMENT. These terms of sale supersede all prior agreements and understandings between the parties related to the subject matter hereof and is intended by the parties as the complete and exclusive statement of the terms of agreement between the parties and shall take precedence over any term or condition appearing in any purchase or other order or similar document placed by the Buyer with Seller. These terms of sale shall not be modified, except by written agreement signed by both of the parties hereto. These terms of sale shall apply notwithstanding any additional or different terms and conditions of any ordering document or other instrument submitted by the Buyer, which terms and conditions shall be void and of no effect.