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Terms and Conditions of Sale
In these Terms and Conditions unless the context otherwise provides or requires:
(a) BUYER means the Person named in the Sales Invoice or Quotation.
(b) QUOTATION means the form of quotation by the Seller to the Buyer and these Terms and Conditions of Sale are deemed to be incorporated therein.
(c) SALES INVOICE means the sales invoice issued by the Seller to the Buyer and these Terms and Conditions are deemed to be incorporated therein.
(d) SELLER means Sensor Products LLC or Inc., or the Company named in the Sales Invoice or Quotation.
2. FORMATION OF CONTRACT:
SELLER’S acceptance of Buyer’s order for products and/or services or Buyer’s Acceptance of SELLER’S offer of products and/or services is hereby expressly made conditional upon assent to the Terms and Conditions of Sale set forth herewith and on any Seller authorized attachment hereto. Said Terms and Conditions shall supersede and render completely inapplicable any additional different or conflicting Terms and Conditions expressed orally or in writing by the Buyer. Buyer’s acceptance of deliveries of products or performance of services under this order shall be deemed conclusive evidence of Buyers unconditional assent to all Terms and Conditions of the Seller stated or cited herein. SELLER’S Terms and Conditions shall not be deemed to have been waived by or by any of SELLER’S: failure to object to additional, different, or, conflicting terms and conditions stated orally or in writing by Buyer; acceptance of Buyer’s Order or payment for performance there under; commencement of performance hereunder; or performance hereunder. No addition to or modification of the SELLER’S Terms and Conditions will be effective unless made in writing and signed by an authorized representative of the Seller.
3. WARRANTY AND LIABILITY LIMITATION:
The Seller makes no warranty or representation, express or implied, by operation of law or otherwise, that the Goods sold hereunder are merchantable or fit for a particular purpose. Further, the Seller shall not be liable for any defect in the Goods sold hereunder and the Buyer releases the Seller from any and all liability for negligence by the Seller with respect to any activity engaged in by the Seller with respect to the Goods sold hereunder. The Buyer acknowledges that he or she alone has determined that the goods purchased hereunder will suitably meet the requirements of their intended use.
The Buyer agrees that installation of additional third-party software on any computer device that is sold or leased to the Buyer by the Seller is at the Buyer’s own risk and that the Seller shall bear no responsibility for any software issues or hardware problems that may arise from interference caused by third-party software with any products provided by the Seller.
Electronic tactile surface sensors are not load cells nor scales. They are not designed to act as weight measuring devices but rather as a general indicator of surface pressure distribution and magnitude of pressure between contacting objects. Our products do not substitute, nor function in the same fashion as a scale, load cell or other weight measuring device and are not intended to provide object weight or mass.
It is expressly understood that, unless a separate charge for consulting services has been levied, any technical advice furnishing by the Seller with respect to the use of its goods or services is given without charge and the Seller assumes no obligation or liability for the advice given or results obtained, all such being given and accepted at Buyer’s risk.
The sole and exclusive warranty given by the Seller with respect to the goods sold hereunder are that it has title to such goods free and clear from any lien or encumbrance and that such goods shall conform to the description and specification set forth herein. Should the Seller breach either or both of these warranties, the Buyer’s only remedy and the SELLER’S only obligation shall be the replacement or repair by the Seller of such non-conforming goods, FOB Sensor Products LLC or Inc., Madison, NJ USA, or the refund of the price paid for such nonconforming goods, at the option of the Seller, upon the return of such non-conforming goods to the Seller. The Seller will not be liable for consequential, incidental, or any damages other than repair or replacement of defective goods or refund of the purchase price paid for such defective goods, at the option of the Seller.
Every claim from any cause shall be deemed waived by the Buyer unless made in writing within 15 days of receipt by the Buyer of the goods to which the claim relates. No legal proceeding shall be brought for any breach of this contract more than three (3) months after the delivery date.
The SELLER’S WARRANTY does not apply to defects resulting from any action of the PURCHASER, including but not limited to mishandling, misuse, accident, acts of nature, modification, unsuitable physical or operating environment, improper maintenance by the PURCHASER, or failure caused by a product for which the SELLER is not responsible.
Therefore, ANY and ALL WARRANTIES expressed are VOID if any components of the system shows any evidence of tampering or shows evidence of being damaged as a result of excessive physical force beyond scope of suggested use and calibration by the SELLER and contact with heat or moisture beyond the SELLER’S written product specification or any contact with electrical current, corrosion, chemical exposure or vibration; improper specification; misapplication; misuse or other operating conditions outside of the SELLER’S control. Components which do wear are not warranted, including but not limited to connectors, contact points, and batteries.
ALL sensors that utilize water-resistant, protective coverings or are indicated as “spray sensors” have the following explicit conditions that must be adhered to in order to be eligible for the one year product warranty and by breaking any of the following conditions, ANY and ALL WARRANTIES, written or implied, are VOID:
1. The sensor and protective cover will not be submerged in liquids.
2. The sensor and protective cover will not become engaged in contact with any sharp edges or any object that applies forces or pressures that can infringe on the water-resistant properties of the covering other than the liquid that the sensor is intended to come in contact with.
3. The sensor and protective cover will not be exposed to any temperature elevated beyond room temperature.
4. The customer will not attempt to remove, replace, augment or modify in any way the water-resistant covering.
The SELLER’S GUARANTEE on Fujifilm Prescale® Film Products is limited to first time buyers of Fujifilm Prescale® from Sensor Products Inc. As a new customer, if you are not happy with the product within 14 calendar days of your shipping date, you may request a refund of the full product purchase price, minus any shipping charges. To receive a full refund, return the entire product (both the used and unused portions) postmarked within 14 calendar days of your invoice ship date for a full refund. This offer is limited to one refund per company location per year. After receiving a full refund one time, eligibility ceases for any refunds on any future Fujifilm Prescale® purchases from Sensor Products Inc., unless there is a serious product manufacturing defect. We reserve the right to refuse a refund request that in our determination is fraudulent, abusing this policy, or otherwise acting in bad faith. We will process your request within 5 business days after receiving the returned Fujifilm Prescale®. Please note that it is important to know exactly the amount of force being exerted over precisely what area in your particular application in order too ensure that you order the correct type (PSI range) of Fujifilm Prescale®. A refund request will not be guaranteed if the film type ordered is the incorrect type for your application.
5. CREDIT AND PAYMENT:
VISA, MasterCard, AMEX are accepted. All pricing is as shown on the website with no extra fees or taxes is added on (excluding shipping). All sales are subject to the approval of the SELLER’S credit department. All bills rendered are payable in US Dollars. Unless otherwise agreed upon, all invoices are payable within net 15 days. After 15 days, unpaid invoices will be assessed a finance charge of 1.5% of the unpaid balance per month, commencing on the 15th day. Custom made orders, non standard products and product modifications might entail partial prepayment.
Buyer is responsible for any and all duties, taxes, tariffs and all currency transaction fees unless specifically agreed to in writing by the Seller. When funds are due in US Dollars, Buyer agrees to pay all currency conversion fees from the foreign currency in to US Dollars whether such transaction is performed at Buyer’s financial institution or at the SELLER’S.
6. FORCE MAJEURE:
The Seller shall not be liable for any delay in delivery, or failure to deliver, due to any cause beyond the Sellers control, including but not limited to fire, flood, strike, or other labor dispute, accident to machinery, acts of sabotage, riots, delay in transportation or lack of transportation capacity, restrictions imposed by governmental legislation or rules or regulations thereof.
If the Seller in its sole discretion determines that the Seller’s performance hereunder would result in a loss to the Seller on this sales computed under the SELLER’S normal accounting and calculation procedures because of causes beyond the SELLER’S control, including but not limited to the execution of development projects, then the Seller may terminate this agreement in whole or in part without liability for any delay in the delivery of, or failure to deliver, the goods sold hereunder.
7. RISK OF LOSS:
Buyer will assume risk of loss to the goods covered hereunder upon delivery thereof to the carrier.
8. QUOTATIONS AND FREIGHT CHARGES:
Prices and other terms specified in these Terms and Conditions are subject to alteration without special notice. All prices quoted and invoiced are exclusive of handling, delivery, agents charges and any other charge, duty, impost or tax unless otherwise stated in writing by the Seller. In an event of an increase or decrease in applicable freight charges before the goods are shipped, such change in freight will be for the Buyer’s account.
Quotations are valid for thirty (30) days, unless an extension is granted by the Seller in writing. A quotation shall not be construed as an obligation to sell and no contractual relationship shall arise there from until the Buyers order is accepted by the Seller in writing.
Every Quotation is subject to and conditional upon the Seller obtaining any necessary important, supply, export or other license.
9. RESALE OF GOODS SOLD HEREUNDER:
In the event of the resale of any of the goods sold, hereunder, in whatever form, the Buyer will include the following expression in a conspicuous place in the agreement covering such resale:
“Warranties by manufacturers and sellers of Goods sold hereunder, are limited to such written warranties as may be applicable to the individual items sold hereunder, which warranties are limited to repair or replacement of goods or to the refund of the purchase price at the manufacturers or sellers option, within the time limit specified. Manufacturers and Sellers make no warranties or representations, express or implied, by operation of law or otherwise as to the merchantability or fitness for a particular purpose of the goods sold hereunder. Manufacturers and Sellers shall not be liable for any defect in the goods sold hereunder and Buyer releases Manufacturers and Sellers from any and all liability for negligence with respect to any activity engaged in by Manufacturers and Sellers with regards to the Goods sold hereunder. The Buyer acknowledges that he alone has determined that he goods purchased hereunder will suitably meet the requirements of their intended use. Manufacturers and Sellers will not be liable for consequential, incidental or any damage other than repair or replacement of defective goods or refund of the purchase price for such defective goods, at Manufacturer’s or SELLER’S option.”
10. PRODUCT DESCRIPTION AND DATA:
Drawings dimensions, physical properties (structural and functional) and any other particulars relating to any goods referred to in a Quotation or in any associated documentation are intended to be approximate only. They might be subject to alteration without special notice. Any performance data provided by the Seller is intended to be an estimate and indicative only. The Seller reserves the right to supply a substitutive product when necessary, unless otherwise agreed in writing.
11. MANUFACTURERS CHANGES:
Where the Seller is acting as an agent of a Manufacturer or Supplier; the Seller shall not be liable for any alteration or variation in the Goods or in any unexpected delivery times caused by the Manufacturer or the Supplier.
12. PATENT OR TRADEMARK INFRINGEMENT:
If the goods sold hereunder are to be prepared for manufacture according to the Buyer’s specification, the Buyer shall indemnify the Seller against any claims or liability for patent infringement on account of such preparation or manufacture.
13. PROPRIETARY RIGHTS AND CONFIDENTIALITY:
Rights in any and all Seller information, know-how, trademarks, data, trade secrets, inventions, patents, plans, drawings, specifications, processes, designs, etc., whether or not acquired or reduced to practice during the course or as a result of this order, shall remain the property of Seller and Seller shall not be obligated to provide any of such property to Buyer. Buyer shall obtain no rights in any of such property and the price charged shall include no consideration for such property unless specifically so stated on the face of Sellers’ Order Acknowledgment. Listing as a separate line item and separately billing for Non-Recurring Engineering (Engineering Services) does not accrue to Buyer rights in any of the aforementioned property of Seller unless specifically stated on face of SELLER’S Order Acknowledgment.
The Buyer acknowledges that proprietary property of the Seller is a valuable business asset of the Seller and that unauthorized use or disclosure of such would result in irreparable damage to the Seller. The Buyer agrees that it will: use proprietary information of the Seller only for the purposes intended and necessitated by this Order, not otherwise use or disclose any proprietary information of the Seller without Sellers’ express informed written consent; take all reasonable precautions to insure protection against use or disclosure; and return at the Sellers’ request, all proprietary property of the Seller which is in the possession or control of the Buyer. Any data, information, specifications, processes, drawings, designs, plans, know-how, etc., of the Buyer supplied to the Seller in conjunction with this Order must be considered free from proprietary restrictions unless expressly agreed otherwise in writing signed by an authorized official of the Seller
14. CUSTOM, PROTOTYPE AND BETA SYSTEMS OR FILM SALES:
Notwithstanding any other provisions hereof, customized systems (defined as any sensor and/or electronics that is not an off-the-shelf item) prototypes and Beta units will be produced on a best effort basis and will be sold and delivered As Is. No warranty, express or implied, including any warranty of merchantability, fitness or otherwise, is made with respect to products produced to fulfill custom, prototype and beta unit orders. With respect to Beta units and prototype orders , there is no guarantee as to accuracy, repeatability or reliability. Beta, prototype and custom systems or film orders will cleary be marked as such in the quotation and invoice . Estimations or specifications provided with respect to Beta, prototype and custom systems or film orders are for illustrative purposes . Any additional work requested by Buyer, not detailed in original Quote, may be subject to extra charges. Buyer will be informed, in writing by Seller if extra charges apply when changes are requested. Custom, prototype and beta unit orders will require full payment in advance and are not returnable.
BUYER’S USE OF THIS PRODUCT IS AT THEIR SOLE RISK. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, DATA, OR PROFITS, WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS, ALL ARISING OUT OF OR CONNECTION WITH THE USE OF THIS PRODUCT. BUYER AGREES THAT THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO SELLER ARISING FROM ANY PRODUCT OR SERVICE PROVIDED SHALL BE THE PRICE OF THE PRODUCT ORDERED PLUS SHIPPING AND HANDLING CHARGES. IF ANY PART OF THIS LIABILITY DISCLAIMER IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF SELLER SHALL NOT EXCEED ONE HUNDRED DOLLARS (USD $100).
15. ACCEPTANCE OF PRODUCT OR SERVICE:
Buyer has fifteen (15) days from the day the item is received to provide feedback in the event that product doesn’t meet specifications signed off on.
After fifteen (15) days Seller shall assume that the product is in compliance, accepted, and full and final payments shall be made in a maximum of fifteen (15) days of the date of receipt by Buyer. Buyer can not return any items to Seller without first obtaining a Returned Merchandise Authorization (RMA) from Seller. Any items that are attempted to be returned without a RMA shall be subject to refusal. This acceptance and feedback period only pertains to non-custom, non-beta and non-prototype systems or film orders. Custom, beta and prototype system or film orders are non refundable.
16. GOVERNING LAW:
This Agreement shall be governed by and be construed and take effect in all respects in accordance with the laws of the County of Morris within the State of New Jersey, USA, without regard to conflict of laws principles. The parties hereto hereby consent to personal jurisdiction and venue exclusively in the County of Morris, State of New Jersey with respect to any action or proceeding (including, without limitation, all pretrial proceedings and party depositions) brought with respect to this Agreement.
17. DISTRIBUTION:
Customers of Sensor Products, Inc. shall not resell Fujifilm Prescale products outside the territory of the USA, Canada, Mexico and the Caribbean.
18. SHIPPING:
Terms are FOB or EXW Origin. We ship by FedEx or UPS.
Sensor Products Inc.
300 Madison Avenue
Madison, NJ 07940 USA
(V3: 11-21-16)