1.Offer; Acceptance. These terms and conditions (these "Terms") are deemed part of all quotes, agreements, purchase orders, acknowledgments, price lists, catalogs, manuals, brochures and other documents, whether electronic or in writing, relating to the sale of products or services (collectively, the "Products") by Omron Electronics LLC and its subsidiary companies (“Omron”). Omron 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 Terms. All prices stated are current, subject to change with- out notice by Omron. Omron reserves the right to increase or decrease prices on any unshipped portions of outstanding orders. Payments for Products 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 Omron’s payment terms and (ii) Buyer has no past due amounts.
4.Interest. Omron, at its option, may charge Buyer 1-1/2% interest per month or the maximum legal rate, whichever is less, on any balance not paid within the stated terms.
5.Orders. Omron will accept no order less than $200 net billing.
6.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.
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 Omron or required to be collected directly or indirectly by Omron for the manufacture, production, sale, delivery, importa- tion, 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 Omron.
8.Financial. If the financial position of Buyer at any time becomes unsatisfactory to Omron, Omron 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, Omron may (without liabil- ity and in addition to other remedies) cancel any unshipped portion of Prod- ucts 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 Omron against all related costs or expenses.
10.Force Majeure. Omron 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 Omron:
a.Shipments shall be by a carrier selected by Omron; Omron will not drop ship except in “break down” situations.
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 Products shall be FOB shipping point (unless oth- erwise stated in writing by Omron), at which point title and risk of loss shall pass from Omron to Buyer; provided that Omron shall retain a security inter- est in the Products until the full purchase price is paid;
d.Delivery and shipping dates are estimates only; and
e.Omron will package Products as it deems proper for protection against nor- mal handling and extra charges apply to special conditions.
12.Claims. Any claim by Buyer against Omron for shortage or damage to the Products occurring before delivery to the carrier must be presented in writing to Omron 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 Omron in the condition claimed.
13.Warranties. (a) Exclusive Warranty. Omron’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 Omron (or such other period expressed in writing by Omron). Omron disclaims all other warranties, express or implied.
(b) Limitations. OMRON MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ABOUT NON-INFRINGEMENT, MERCHANTABIL-
ITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCTS. BUYER ACKNOWLEDGES THAT IT ALONE HAS DETERMINED THAT THE PRODUCTS WILL SUITABLY MEET THE REQUIREMENTS OF THEIR INTENDED USE. Omron further disclaims all warranties and responsibility of any type for claims or expenses based on infringement by the Products or oth- erwise of any intellectual property right. (c) Buyer Remedy. Omron’s sole obli- gation hereunder shall be, at Omron’s election, to (i) replace (in the form originally shipped with Buyer responsible for labor charges for removal or replacement thereof) the non-complying Product, (ii) repair the non-complying Product, or (iii) repay or credit Buyer an amount equal to the purchase price of the non-complying Product; provided that in no event shall Omron be responsi- ble for warranty, repair, indemnity or any other claims or expenses regarding the Products unless Omron’s analysis confirms that the Products were prop- erly handled, stored, installed and maintained and not subject to contamina- tion, abuse, misuse or inappropriate modification. Return of any Products by Buyer must be approved in writing by Omron before shipment. Omron Compa- nies shall not be liable for the suitability or unsuitability or the results from the use of Products in combination with any electrical or electronic components, circuits, system assemblies or any other materials or substances or environ- ments. Any advice, recommendations or information given orally or in writing, are not to be construed as an amendment or addition to the above warranty. See http://oeweb.omron.com or contact your Omron representative for pub- lished information.
14.Limitation on Liability; Etc. OMRON COMPANIES 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 Omron Companies exceed the individual price of the Product on which liability is asserted.
15.Indemnities. Buyer shall indemnify and hold harmless Omron Companies and their 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 Omron 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 Omron and defend or set- tle any action brought against such Companies to the extent based on a claim that any Product made to Buyer specifications infringed intellectual property rights of another party.
16.Property; Confidentiality. Any intellectual property in the Products is the exclu- sive property of Omron Companies and Buyer shall not attempt to duplicate it in any way without the written permission of Omron. Notwithstanding any charges to Buyer for engineering or tooling, all engineering and tooling shall remain the exclusive property of Omron. All information and materials supplied by Omron 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.
17.Export Controls. Buyer shall comply with all applicable laws, regulations and licenses regarding (i) export of products or information; (iii) sale of products to “forbidden” or other proscribed persons; and (ii) disclosure to non-citizens of regulated technology or information.
18.Miscellaneous. (a) Waiver. No failure or delay by Omron in exercising any right and no course of dealing between Buyer and Omron shall operate as a waiver of rights by Omron. (b) Assignment. Buyer may not assign its rights hereunder without Omron's written consent. (c) Law. These Terms are governed by the law of the jurisdiction of the home office of the Omron company from which Buyer is purchasing the Products (without regard to conflict of law princi- ples). (d) Amendment. These Terms constitute the entire agreement between Buyer and Omron relating to the Products, and no provision may be changed or waived unless in writing signed by the parties. (e) Severability. If any provi- sion 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”; and “Omron Compa- nies” (or similar words) mean Omron Corporation and any direct or indirect subsidiary or affiliate thereof.
