Terms & Conditions
1. Offers and Acceptance. Buyer has offered to purchase from Automation Product Sales, inc. "Automation Product Sales" the products "Goods" described on the attached quote and/or sales order (collectively referred to as the "Acknowledgment"). Automation Product Sales acceptance of this offer is expressly conditioned upon Buyer's assent to the Terms and Conditions set forth herein. If the Acknowledgment is submitted in response to a purchase order or other written or oral offer of the Buyer to purchase the Goods, to the extent that the Buyer's offer contains material conflicts, differences or additions (collectively, the "Conflicting Terms"), the Acknowledgment shall be considered a counteroffer to sell the Goods to Buyer under the terms and conditions herein contained, and any Conflicting Terms shall be void and of no force or effect and shall be deemed rejected and objected to by Automation Product Sales without further notice. Buyer's acceptance of any such counteroffer is exclusively limited to the terms and conditions set forth herein, which shall be deemed accepted unless Buyer makes written objection within five (5) days.
2. Payment. Unless otherwise provided in writing by Automation Product Sales, Buyer shall pay the invoice amount in full within thirty (30) days of the invoice date. If the credit of Buyer is impaired at any time, in the sole discretion of Automation Product Sales, Automation Product Sales may require payment in advance before further shipment.
3. Shipment; Delays. All prices are FOB Shipping point; Risk of loss and title to all Goods furnished by Automation Product Sales shall pass directly to Buyer at the FOB point of shipment. Shipping dates are estimated and under no circumstances does Automation Product Sales guarantee date of shipment. Automation Product Sales is not liable to the Buyer for any production or delivery delay or for any damages suffered by Buyer due to such delay, if such delay is, directly or indirectly, caused by war, acts of God, fires, floods, accidents, labor disputes, civil disturbances, action of government, shortages or failure of supply of labor, fuel, materials or equipment, transportation delays, or other causes beyond Automation Product Sales’ control. In the event any of the above contingencies occurs, Automation Product Sales may cancel this Acknowledgment or any part thereof without any resulting liability.
4. WARRANTIES; EXCLUSION OF WARRANTIES.
THERE ARE NO EXPRESS WARRANTIES HEREUNDER, EXCEPT THAT THE GOODS WILL, AT THE TIME OF SHIPMENT, BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP. ALL IMPLIED WARRANTIES (INCLUDING, BUT NOT BY WAY OF LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDED AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
5. BUYER'S REMEDY.
THE PARTIES AGREE THAT THE BUYER'S EXCLUSIVE REMEDY SHALL BE REPAIR, REPLACEMENT OR CREDIT, AT THE SOLE OPTION OF AUTOMATION PRODUCT SALES. IN NO EVENT SHALL AUTOMATION PRODUCT SALES BE LIABLE OR RESPONSIBLE FOR ANY COSTS, DAMAGES, LOST PROFITS, LIQUIDATED DAMAGES OR PENALTIES OR FOR OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, NOR FOR ANY AMOUNT IN EXCESS OF THE PURCHASE PRICE OF ANY DEFECTIVE GOODS.
6. Cancellation. Buyer cannot cancel an order accepted by Automation Product Sales and cannot return non-defective Goods without Automation Product Sales’ prior written consent and upon terms indemnifying Automation Product Sales against loss. There shall be no cancellation of orders for Goods built to Buyer's specifications after preparation for manufacture/assembly begins. There shall be no return of non-defective Goods manufactured to Buyer's specifications.
7. Taxes, Duties and Licenses. Buyer agrees to pay any and all applicable federal, state and local taxes (domestic and foreign) to which the Goods may be subject, including, without limitation, excise taxes, sales taxes, value-added taxes and use taxes, duties and license fees.
8. Claims. ALL SALES ARE FINAL. In no case are Goods to be returned without first obtaining Automation Product Sales’ written permission. Failure to make written claims for defects, damage or shortages within ten (10) days after delivery shall constitute Buyer's irrevocable acceptance of the Goods and admission that the Goods fully comply with the terms, conditions and specifications of the Acknowledgement.
9. Limitations on Actions. Any action brought against Automation Product Sales must be commenced within one (1) year of the date of accrual of the cause of action, or it shall be barred.
10. Automation Product Sales’ Remedies. In the event of any breach or default by the Buyer, Automation Product Sales may pursue any of the following remedies, none of which are exclusive: (a) terminate or