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 products or services (collectively, the "Products") by Omron Electronic Components LLC ("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.
2.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.
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.Currencies. If the prices quoted herein are in a currency other than U.S. dol- lars, 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 convert the amount to U.S. dol- lars 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.
5.Governmental Approvals. Buyer shall be responsible for, and shall bear all costs involved in, obtaining any government approvals required for the impor- tation or sale of the Products.
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 Products 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 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.
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:
1.Shipments shall be by a carrier selected by Seller;
2.Such carrier shall act as the agent of Buyer and delivery to such carrier shall constitute delivery to Buyer;
3.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;
4.Delivery and shipping dates are estimates only.
5.Seller will package Products 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 Products occurring before delivery to the carrier must be presented in writing to Seller within 30 days of receipt of shipment and include the original trans- portation bill signed by the carrier noting that the carrier received the Products from Seller in the condition claimed.
12.Warranties. (a) Exclusive 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 disclaims all other warranties, express or implied.
(b)Limitations. SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ABOUT
13.Limitation on Liability; Etc. SELLER SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR PRODUCTION OR COMMERCIAL LOSS IN ANY WAY CON- NECTED WITH THE PRODUCTS, 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 Product 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, inves- tigation, 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. 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 Product made to Buyer specifications infringed intellectual property rights of another party.
15.Property; Confidentiality. 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. Notwithstand- ing any charges to Buyer for engineering or tooling, all engineering and tooling shall remain the exclusive property of Seller. All information and materials sup- plied by Seller to Buyer relating to the Products are confidential and propri- etary, 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) Law. These Terms are governed by Illi- nois 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 Products, and no provision 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. Buyer shall have no right to set off any amounts against the amount owing in respect of this invoice.. (g) Definitions. As used herein, "including" means "including without limitation".