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.
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