General Terms of Business Relations
JUMO Process Control, Inc.
6733 Myers Road
East Syracuse, NY 13057
Phone: (315) 437-5866
Fax: (315) 437-5860
General Terms and Conditions for Download (PDF 90 kB) Version 05/2010
Except as otherwise expressly agreed in writing by Jumo Process Control, Inc. (“Seller”), these terms and conditions shall govern all quotations covering purchase orders for and sales of products manufactured by Seller or Seller’s parent, (the “Products”), as well as service relating to such Products if applicable, and any provision of the Buyer’s order inconsistent herewith shall be deemed waived by the Buyer. All orders subject to acceptance and approval by Seller. Upon acceptance of this order by the Seller, Sellers terms and conditions constitute the entire agreement between the parties.
Prices are quoted F.O.B. Seller’s U.S. warehouse unless otherwise stated, and exclude Federal, State, local, use, excise, transportation or similar taxes. Buyer agrees to pay any such taxes applicable to the sale or use of the Products described herein. Seller’s prices are subject to change without notice.
1.1 TERMS OF PAYMENT
The purchase price of the Products shall be payable, without deduction of any kind within such period of time and according to such terms as provided in the invoice. If payments are made late, Seller shall impose a monthly service charge. Acceptance of such service charge by Seller shall not constitute a wavier of any rights Seller may have due to Buyer’s late payment of the given invoice or due to Buyer’s late payment or non-payment of any later invoice. If Buyer enters an oral or written agreement with Seller, for Buyer to pre-specify and for Seller to supply Buyer’s needs for Products for a given period (now called a “Blanket Order”) in exchange for payment of prices discounted in consideration for Buyer’s volume-purchase commitment, then Buyer agrees to repay to Seller, upon Seller’s written request, all discounts received under the given period’s Blanket Order, if Buyer has not by that given period’s end purchased all items so pre-specified under the Buyer’s Blanket Order for that period. Alternately, upon notice from Seller to Buyer, at or before the end of the period specified in Buyer’s given Blanket Order, that Buyer has not yet purchased all items pre-specified in that Blanket Order, then Buyer may avoid its obligation, to repay to Seller discounts already received during that period, simply by purchasing from Seller, at the agreed discount, the remainder of the Products which Buyer pre-specified in its Blanket Order for that period. Period is one year unless otherwise specified in the original agreement.
1.2 SERVICE CHARGE
Past due accounts will be subject to payment of a service charge on all unpaid balance at 18% per annum-presently - 1.5% per month or maximum legal rate.
Title and risk of loss or damage to the Products shall pass to Buyer upon delivery of the Products to a carrier.
2. DELIVERY AND SHIPPING SCHEDULE
Delivery of the Products shall be as specified in Seller’s acceptance of Buyer’s order. Seller shall not be liable for unavoidable delays in delivery caused indirectly or directly or in any manner by fires, flood, accidents, riots, acts of God, war, governmental interference, embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation delays or any other cause or causes (whether or not similar in nature to any of those specified herein) either beyond its control or which it cannot remedy without great economic hardship.
No return will be accepted by the Seller for any reason without prior authorization.
Seller warrants that the Products described herein are free from defects in material and workmanship. Any warranty herein described shall extend to the first ultimate user only for a period of one year from the date of shipment, provided the Products have been properly installed, operated and maintained in accordance with Seller’s instruction. Buyer agrees that it maintains the complete responsibility for the accurate selection, application, installation and/or use of the Products and for instructions to ultimate users, if any, concerning use, application, maintenance, and advisements regarding the Products. Buyer agrees that the warranties provided herein shall not apply to any Product which: has been repaired or altered outside of Seller’s factory in any way; has been subject to misuse, negligence, or accident; has been operated other than in accordance with Seller’s printed instructions; or has been subject to wear of wetted parts caused by Buyer’s application of the Products. Buyer shall return allegedly defective Products to Seller at Buyer’s expense and risk. The Seller’s obligation under this warranty shall be limited to furnishing a replacement for, or at Seller’s option, repairing any part which, to Seller’s satisfaction, is defective, provided such part is returned, freight prepaid to Seller’s service facilities in the continental United States. Return of repaired Products shall be at Buyer’s expense. No part may be returned without Seller’s prior approval. Upon agreement with Buyer, Seller shall repair defective Products at Buyer’s premises and Buyer shall pay all reasonable expenses incurred by Seller with regard to all trips made for the purpose of repairing such Products.
Products not manufactured by Seller’s parent company are covered exclusively by the original manufacturer’s warranty and Seller may, at its option, assign to Buyer its warranty claims against the original manufacturer of defective Products in full settlement of Buyer’s possible claims against Seller with regard to such Products.
THE WARRANTY CONTAINED HEREIN IS EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS. IN ADDITION, SELLER SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY OF ANY NATURE, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL (FOR EXAMPLE LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT OR ANY OTHER EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF BUYER FOR SUCH DAMAGES EVEN IF SELLER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS BY BUYER OR ANY THIRD PARTY) AND OTHER RISK(S) IN CONNECTION WITH OR RESULTING FROM USE OF THE PRODUCTS.
Seller shall have the right to cancel an order if at any time Buyer does not strictly comply with all the terms and conditions contained herein or if Buyers credit standing is at any time disapproved by Seller by giving written notice of this decision to Buyer.
6. PATENT INDEMNITY
Buyer shall immediately inform Seller of all infringement claims against Buyer related to the Products raised by third parties and shall proceed in agreement with Seller in dealing with such claims and in the pursuance of his rights. Seller shall not be liable in so far as third party claims for infringement are based on Buyer’s modifications or additions to Products or in so far as infringement arises out of Seller’s compliance with Buyer’s specifications.
No agent, salesman or distributor has any authority to obligate Seller with regard to any terms or conditions not contained herein. Buyer shall advise Seller immediately of anything contained herein to which Buyer does not assent as a term or condition governing transactions between Buyer and Seller. The law of New York shall apply to these terms and conditions and govern transactions between Buyer and Seller.
Extended terms and conditions
Non-stock and modified stock Products may be subject to a cancellation charge to be determined by JUMO depending upon the portion of Product completed at the time of such cancellation. Blanket order cancellations for non-modified stock products are subject to a 20% cancellation fee based on the outstanding balance. Blanket orders for non-stock and modified stock products are subject to up to 100% cancellation fee based on the outstanding balance.
On complex Products, systems or control software modifications, an engineering charge shall be applied or included in the price of Prototypes. This charge is not subject to discounts.
Buyer must notify JUMO in writing of requested changes in the quantity, drawings, designs or specifications for products, which are ordered but not yet in the process of manufacture. After receipt of such notice, JUMO will inform Buyer of any adjustments to be made in price, delivery schedules, etc. resulting from Buyer’s requested changes prior to incorporating requested changes into manufactured Products. All JUMO Products require written notice of requested changes not less than sixty (60) days prior to last scheduled shipping date.
If Buyer orders and/or JUMO delivers, a Product designated as a “Prototype”, no guarantees, warranties or representations as to fitness for a particular purpose or merchantability is made with respect to such Prototype. Buyer shall have the duty and sole responsibility to test a Prototype prior to acceptance and/or incorporation into end-use applications. Further, a production Product based on a Prototype design may differ in assembly methods and materials from the Prototype. Buyer, therefore, shall have the duty and sole responsibility for testing and acceptance of production Products that are based on Prototype designs.
Quantity and Weights:
Products purchased and sold hereunder shall be those for which Buyer submits an Order, which is accepted by JUMO. JUMO’S quantities shall govern unless proved to be in error. On Orders for Products carried in stock, JUMO will deliver the ordered quantity specified. However, in the manufacture of Products it is agreed that JUMO will be allowed production losses. JUMO shall have the right to manufacture, deliver and invoice for partial deliveries of Products as stated below:
|Qty Ordered||Delivery Variation||Qty Ordered||Delivery Variation|
|1-4||No variation||75-99||± 3 units|
|5-24||± 1 unit||100+||± 3 percent|
|25-74||± 2 units|
Note: JUMO will deliver exact quantities on Products with a net price of $100.00 or more. If Buyer expressly requests no variation in delivered quantity of Products with a total net price under $100.00, a ten percent (10%) surcharge will be added to the net billing on the invoice for such Order.
JUMO products, which have not been used or modified, may be returned to JUMO for a $100 or a twenty percent (20%) restocking charge, whichever is greater. For JUMO controllers, recorders, programmable transmitters and indicators only, modified-stock Products may be returned if not permanently modified, for a minimum $150 or thirty percent (30%) restocking charge. All stock and modified-stock Products require JUMO’S prior authorization to be returned and must be returned within one hundred twenty (120) days from the date of delivery. Some JUMO products may not be returned if the packaging seal is broken. Non-stock JUMO products, JUMO custom-made products, JUMO software products and accessories are not returnable.
Prior approval must be obtained from JUMO to return any Product. JUMO will assign a return authorization number and record the reason for the return. JUMO will examine returned Product to determine the actual cause, if any, leading to Buyer’s return. If Product has a manufacturing defect, JUMO, in its sole discretion, may issue a credit for the returned Product or repair or replace with like Product. If returned Product is not subject to JUMO’S warranty, Buyer will be notified of the estimated cost of repair, if possible. Thereafter, Buyer must advise JUMO whether or not Buyer chooses to have Product repaired at Buyer’s expense.