INGERSOLL-RAND COMPANY, SECURITY TECHNOLOGIES SECTOR, GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE
1.GENERAL. (a) This Agreement contains the terms and conditions by which Company will quote and sell its Products and Services to Customer. (b) The terms “pur- chase order” or “order” for the purposes of this Agreement include the term “request for quotation,” as appropriate. (c) This Agreement supersedes all pre-printedand boiler- plate terms and conditions set forth in any purchase order issued by Customer. (d) No reference herein to Customer’s purchase order will in any way incorporate different or additional terms and conditions which are hereby objected to. (e) ANY ACCEPTANCE BY COMPANY OF CUSTOMER’S PURCHASE ORDER IS EXPRESSLY CONDITIONED ON THE CUSTOMER’S ASSENT TO AND ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. (f) In the event of a conflict between this Agreement and a purchase order issued by Customer, the terms of this Agreement will prevail. In the event of a conflict between this Agreement and any specific Product or Service terms and conditions, the specific Product or Service terms and conditions will prevail.
2.SCOPE OF PRODUCTS AND SERVICES AND ORDERS.
(a)Scope of Products and Services. The scope of the Products and Services (includ- ing, but not limited to location) are (i) attached to this Agreement, (ii) separately furnished by Company to Customer, or (iii) subject to Section 1 herein, contained in an order submitted by Customer.Non-standard finishes and special items may be available. Contact Company for such availability. All Products that come in “kits” cannot be sold
as individual pieces. See the specific product terms and conditions for exceptions. (b) Orders. All orders submitted by Customer must be in written form acceptable to
Company. A minimum net Product or Service order value, excluding freight charges, may be required for each order. Such minimum net Product or Service order value will be (i) attached to this Agreement; (ii) separately identified in the specific Product Price Book; or (iii) separately furnished by Company to Customer. In the event the order value does not meet any required minimum net Product or Service value, Company will, at its sole discretion, either (i) increase the quantity of items in the order to meet the
minimum net Product or Service value provided herein; (ii) apply a minimum order charge; or (iii) reject the order. (c) Receipt of an Order. Company will acknowledge
receipt of each order issued in accordance with this Agreement and will notify Customer whether such order has been accepted or rejected, in whole or in part, by Company. If Company fails to acknowledge receipt of an order, within a reasonable time period, such
failure to acknowledge receipt will be deemed a rejection of the entire order. (d) Changes to Orders. Any changes to orders must be acknowledged by Company in
writing. Company reserves the right to deny any changes to orders, which have been previously acknowledged by Company. The time period for making any changes to orders for Products will be (i) attached to this Agreement; (ii) separately identified in the specific Product Price Book; or (iii) separately furnished by Company to Customer. All changes to orders are subject to a change order charge of 25% of the net Product or Service value or $25.00, whichever is greater, plus the cost of fabrication or raw material that will need to be purchased for the change order. Unless otherwise specified by Company in writing, any changes to orders acknowledged by Company that affect the
delivery date will be deemed a new order and will require acknowledgement by Company as provided in this Section 2. (e) Cancellation of Orders. All cancelled
orders are subject to Company’s written acknowledgement to be valid. The time period for order cancellations will be (i) attached to this Agreement; (ii) separately identified in the specific Product Price Book; or (iii) separately furnished by Company to Customer. All cancelled orders acknowledged by Company are subject to a cancellation charge of 25% of the net Product or Service value or $25.00, whichever is greater, plus the cost of any fabrication or raw materials that have purchased for the order.
3.PRICES AND PAYMENT. (a) Prices. The prices specified by Company are subject to change, without notice, to Company’s prices in effect at the time of each shipment of Products or performance of Services. Additional charges may be applied for product
modification or engineering services. Oral prices specified by Company are null and void. (b) Invoices. Company will submit invoices to Customer stating amounts due. (c) Payment Terms. Payment terms are 2% cash discount 20 days, net 35 days from date of invoice. Payment will be made in United States dollars. (d) Credit Terms. All orders
are subject to Company’s credit limit and terms of credit required by Company or con- tained in Company’s credit application, which is subject to change by Company at any time either before or after delivery of any part of the order. Company reserves the right to request payment in advance of shipment or any order or to request adequate assur- ances for Customer’s payment of an order and may withhold or stop shipment, without
any liability to Company, until Customer submits payment or assurance of payment, as required by Company. (e) Default. If Customer is in default in payment or otherwise
with respect to any order for Products or Services or any other contract with Company, Company shall have the right, in addition to all other legal remedies and without preju- dice to any of its right hereunder, to defer further shipments until such default is correct- ed and to declare all outstanding bills of Customer to be immediately due and payable.
(f) Taxes. Any taxes, charges, or duties imposed by any governmental authority on the
sale of Products or Services will be paid by Customer, in addition to the selling price specified by Company. (g) Late Payment Charge. A late payment charge of 1.5% per
month equivalent to 18% per annum will be charged on past due balances owed Company. Provided however, that in the event that applicable governmental law sets a maximum rate for late payment fees which is less than 18% per annum, then the late payment charge assessed will be set at the maximum rate permitted by law.
4.INSPECTION, DELIVERY, SHIPPING, FREIGHT CHARGES, CLAIMS, AND PACKING. (a) Inspection. Inspection of Products and Services will be done by
Customer immediately after receipt of Products or completion of Services. Inspection of Products or Services by Customer at Company's facility is not permitted. (b) Delivery.
Product delivery schedules are based upon current production capacities, material or
component availability, and inventory, and may be changed by Company as conditions require. Service delivery schedules are based upon prompt receipt of, and prompt access to, Customer’s equipment and all information necessary to complete the Services. In no event will Product or Service delivery dates be construed as falling within the meaning of “time is of the essence.” Partial delivery shall be accepted by Customer and paid for at the price and on the terms stated herein. Any partial delivery of Products or Services, shall constitute a separate sale and payment shall be separately made when due. If any part of the Products or Services are not delivered by Company in accordance with Customer’s order, this Agreement shall not be affected thereby.
(c)Shipping. Unless otherwise specified by Company, (i) where the Customer is locat- ed in the United States, all Products will be sold “Uniform Commercial Code, F.O.B. Origin, Company's factory”; and (ii) where the Customer is located outside of the United States, all Products will be sold “Incoterms 2000, Ex-works, Company's factory.”
In either instance, title and risk of loss will pass to Customer upon delivery to the carrier at Company's factory. Provided however, a security interest will remain in the Products,
regardless of mode of attachment to realty or other property, until full payment has been made therefore, and Customer agrees, upon request, to do all things and acts necessary to protect Company’s interest by adequately insuring the Products against loss from damage from any cause and to have Company named as an additional insured. Copies of all Certificates of Insurance will be provided to Company upon request. Customer
will also assist Company in providing all necessary documents or signatures required to file any documents to perfect Company’s interest in such Products. (d) Freight Charges. All freight charges will be (i) attached to this Agreement; (ii)
separately identified in the specific Product Price Book; or (iii) separately furnished by Company to Customer. (e) Claims. All claims for loss or damage to Products while
in the care, custody, and/or control of a carrier will be the responsibility of Customer, who will submit any claims.. (f) Packing. Company will pack, mark, and ship the
Products according to its standard procedures for shipment, unless the parties agree, in writing, that Company will comply with any special instructions provided by Customer. Compliance with special instructions may result in an increased price.
5.CLAIMS. (a) All claims must be submitted in writing to Company as follows: (i) All claims for prices must be submitted within thirty (30) days from the date of invoice. (ii) All claims for Product quantity or incorrect orders must be submitted within ten (10) days from the date of delivery. (iii) All claims for damage to Products (while in the care, custody, and control of Company) must be submitted within thirty (30) days from the date of invoice.
6.PRODUCT CHANGES. Company reserves the right to change without notice the design of, or the process of manufacturing, the Products covered by this Agreement; provided that the foregoing will not be construed as relieving Company from its obligation to deliver Products which conform to the specifications which Company may have furnished to Customer.
7.PRODUCT RETURNS. Products may not be returned unless Customer receives written authorization from Company. If returns are authorized by Company, a return merchandise authorization (“RMA”) number must be provided by Company. Products identified under such RMA must be returned to Company within 90 days of issuance of the RMA. Such RMA number and any accompanying RMA documents, the original invoice number, and a written explanation for the return must be included with the returned Products in order for Company to inspect and approve a credit for the return. Such credit will only be issued if, after Company’s receipt and inspection of Products, Company approves the return. Only those Products which have been in Customer’s inventory no more than 180 days from the date of shipment by Company and which are current, standard, non-obsolete, non-specially manufactured, unused, in their original condition as at the time of sale by Company to Customer, and are in their original packaging may be considered by Company for return. In the event Company approves a return, a credit will be made to Customer’s account less freight, and a handling and reprocessing charge of 35% of the net material value on the original invoice. Products requiring reconditioning to return the Products to a saleable condition may be credited to Customer’s account less freight and a handling and reprocessing charge of 50% of the net material value and less 2% for the cash discount allowance on the original invoice.
8.TECHNICAL INFORMATION AND ADVICE. (a) All designs, data, and specifications provided by Company are proprietary and will not be disclosed or reused by Customer without the prior written consent of Company. (b) Company assumes no obligation or liability for any advice given by Company, the results obtained, or damages incurred, and all such advice is given and accepted at Customer’s risk.
9.LIMITED WARRANTY.
(a)Company's Standard Limited Warranty(ies) relating to Products or Services are applicable to this Agreement. The limited warranty(ies) are (i) attached to this Agreement; (ii) separately identified in the specific Product Price Book; or (iii) separately furnished by Company to Customer.
(b)(i) In the event that certain Product warranties are not attached to this Agreement or separately furnished, Company warrants only to Customer that Products will be free from defects in material and workmanship for a period of 12 months from the date of shipment of the Products. Company’s sole obligation under this warranty is limited to repairing or replacing, at its option, the defective Products. (ii) The provisions of this limited Product warranty do not apply to Products: (A) used for the purposes for which they are not designed or intended; (B) which have been repaired or altered without Company's prior written consent; (C) which have been subjected to misuse, abuse, negligence, or accident; (D) which have been improperly stored, installed, maintained, or operated; (E) which have been used in violation of written instructions provided by Company to Customer; (F) which have subjected to improper temperature, humidity, or other environmental conditions; (G) which have been affected by normal wear and tear; or (H) which, based on Company's examination, do not disclose to Company's satisfaction nonconformance to the warranty.
