The Siemon Company
Standard Terms and Conditions of Sale
In the absence of an existing current agreement between Siemon and the Buyer, these Terms and Conditions shall govern any goods transactions between the parties.
Acceptance of any order and sale of any goods are expressly conditioned upon the terms and conditions ("Terms") as listed herein. Any order or statement of intent to purchase any such goods, or any direction to proceed with engineering, procurement, manufacture or shipment shall constitute assent to said Terms as listed herein.. Any additional or different terms or conditions set forth in Buyer's purchase order or similar communication are objected to and will not be binding upon Siemon, unless specifically agreed to in writing by an authorized representative of Siemon management. These terms shall be the governing document and take precedence over any other document on the same subject matter. Notwithstanding that the Buyer may utilize its own terms and conditions, acknowledgement or confirmation of purchase in ordering Siemon product hereunder, any such terms, or conditions which attempt to modify, or conflict with, contradicts or adds to any specification, term or condition of Siemon shall be deemed to be waived by Buyer unless expressly accepted in writing by Siemon.
1. Prices - All prices stipulated or promulgated by Siemon are subject to change without notice. Prices do not include any present or future sales, use, excise, value added or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by Buyer. All prices are in US dollars.
2. Delivery - Title passes upon delivery to carrier at point of shipment, irrespective of who selects carrier. All international shipments from Siemon to Buyer shall be INCOTERMS EXWORKS, Factory. All domestic U.S. deliveries from Siemon to Buyer are FOB shipping point. Unless specifically requested otherwise by the Buyer, Siemon shall select the carrier and prepay and add shipping costs. Should Buyer desire to specify a carrier, it must do so in writing and such shipping costs will be collect. If a carrier delivers a short shipment or damaged material from Siemon to Buyer, all claims including freight-allowed shipments must be made against the carrier. It is the Buyer's responsibility to place all claims against the carrier for loss or damage in transit. Regardless of whose liability, Siemon shall be notified in writing within thirty (30) days of any loss or damage, or any discrepancy in shipment. Manufacturers' shipping dates given in advance of actual shipments are best estimates and shall not be deemed to represent fixed or guaranteed shipping dates. Siemon shall not be liable for failure to deliver or for delay in delivery or performance due to (a) a cause beyond its reasonable control or (b) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation or (c) any other commercial impracticability.
3. Payments - Each shipment or delivery shall be deemed to have been sold under a separate and independent contract.
4. Payment Terms - For international Buyers, payment terms shall be by irrevocable Letter of Credit or other acceptable method as authorized by Siemon. All payments shall be made in US dollars.
For U.S. domestic Buyers, - If in the judgment of Siemon, the financial condition of the Buyer at the time of manufacture or shipment does not justify the terms of payment specified on order, Siemon reserves the right to require from Buyer full or partial payment or other adequate assurance of performance before manufacture or shipment. Siemon reserves the right to suspend its performance until such a payment or adequate assurance of performance has been received. If payment is not made when due, Buyer agrees to pay a charge on the amount past due at the rate of 1.5% per month (18% per annum) or the maximum lawful rate, whichever is less. Nothing herein shall be deemed to extend or otherwise modify Buyer's obligation to make payment when due. Domestic payment terms are:
- 1%10, Net 30 from Siemon invoice date.
- Minimum purchase order amount is $250.00.
- Siemon may assess a charge for canceled orders in its sole discretion
5. Limitation of Liability - Siemon' liability on any claim for loss or damage arising out of a contract or from the performance or breach thereof or connected with the supplying of goods, or their sale, resale, operation or use, warranty, tort (including negligence) or other grounds, shall not exceed the price allowable to such goods or part thereof involved in any claim. Siemon shall not under any circumstances be liable for any labor charges, special or consequential damages including, but not limited to, loss of profits or revenue, loss of use of any product or associated product, cost of capital, cost of substitute products, facilities or services, downtime costs or costs of claims arising from Buyer's customers. Any technical or other advice or assistance furnished by Siemon, which concerns any goods supplied hereunder, will not subject Siemon to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.
6. Hazardous Business - Unless otherwise agreed to in writing by an authorized representative of Siemon management, goods sold hereunder are not intended for use in connection with any nuclear facility or any other hazardous activity such as commercial or military aircraft, missile installations, space exploration, or critical applications where failure of a single component could cause substantial harm to persons or property. If so used, Siemon disclaims all liability for any damage, contamination or other injury, and Buyer shall indemnify and hold Siemon harmless from such liability whether as a result of breach of contract, warranty, tort (including negligence) or other grounds. Neither Siemon nor its suppliers shall have any liability to the Buyer or its insurers on any grounds whatsoever for on-site damage to any property located at a nuclear facility.
7. Warranties - Siemon warrants its product to be free from defects in material and workmanship for a period of one (1) year from the date of Siemon shipment. Should any quantity shipped hereunder fail to conform to the description of goods covered hereunder, Siemon will, upon written notice from the Buyer of such nonconformity, either replace it F.O.B. original point-of-delivery, or refund the purchase price, at Siemon's sole option, and shall have the right to require Buyer to return the defective product to Siemon's plant unless such return is impracticable. The remedies provided herein shall be Buyer's sole and exclusive remedies, and no statement or recommendation not contained herein shall have any force or effect unless in writing and signed by an authorized officer of Siemon. Siemon makes no warranty, expressed or implied, as to merchantability or fitness for a particular purpose of any product sold under this transaction. IN NO EVENT WILL SIEMON BE LIABLE FOR ANY SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER ASSERTED IN CONTRACT, TORT, OR OTHERWISE.
8. Termination - Buyer may terminate an order only by mutual agreement based on payment to Siemon of reasonable and proper termination charges.
9. Returns - Buyer must request a Return Material Authorization (RMA#) from Siemon BEFORE returning material for product credit. Buyer product returned to Siemon without an RMA# assigned by Siemon will be returned to the Buyer freight collect. Upon receipt of a Siemon RMA#, Buyer may return the authorized material for Siemon product review and audit. Upon completion of its audit, Siemon will issue a product CREDIT to the Buyer. Buyer shall not assign a credit value nor take a credit inconsistent with or prior to the receipt of the Siemon issued Credit. Any such unauthorized credit will be reversed and deducted by Siemon. Notwithstanding all other provisions herein, Siemon reserves the right to deny authorization for the return of material should the Buyer be in arrears on the timely payment of Siemon invoices.
- Returns for product credit of standard catalog items to Siemon by Buyer will be subject to a 20% restocking charge and are subject to inspection for damage or obsolescence.
- Items must be in new and unused condition.
- Returned items must not have been in Buyer's inventory for more than one year.
- Restocking charges for special products may vary at Siemon's discretion. Returns will not be accepted and credit will not be issued without written authorization from Siemon and returns must be made freight prepaid. Credit will be determined by Siemon for product at current price or price paid, whichever is lower.
- Total returns may not exceed 5% of the annualized purchase amount.
- In the event of order termination, Siemon is not obligated to accept returned product except as mentioned above
10. Buyer Placement of Purchase Orders with Siemon - Buyer must place an order with Siemon Customer Service via its purchase order which may be provided by electronic data interface (EDI), facsimile, e-mail or mail. Such dated purchase order must provide a purchase order number, product ordered, quantities, and ship to address. Siemon shall within twenty-four (24) hours of receipt of such request for product issue an order acknowledgement to the Buyer. Such Siemon order acknowledgement shall be the governing and controlling document for the order. Should the initial Buyer purchase order be determined in error, such order shall be entered by Siemon and put on hold pending written Buyer resolution of the error after notification from Siemon. Upon receipt of a Buyer written Change Order that satisfactorily corrects noted order defects, Siemon shall release the hold and process the order. Notwithstanding the above, Siemon is not obligated to fulfill any order it deems contrary to its best interests. Buyer is advised that the prerogative to place orders with Siemon is contingent upon the timely maintenance of its financial accounts with Siemon.
11. ACKNOWLEDGMENT/GOVERNING LAW - Buyer acknowledges reading these Terms and Conditions, understands them and agrees to be bound by them. A waiver of any provision of these terms and conditions shall not be construed as a waiver or modification of any other term hereof. With respect to all orders accepted by Siemon, disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the State of Connecticut without regard to principles of conflicts of laws. The forum for any legal action shall be the State of Connecticut. The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from this transaction.
12. ARBITRATION - Any controversy or claim arising out of or relating to this transaction, or the breach hereof, shall be settled by arbitration in Hartford, Connecticut, USA in accordance with the rules then obtaining, of the American Arbitration Association. Except as set forth, below, one arbitrator chosen by Siemon and Buyer shall settle any such controversy. If Siemon and Buyer do not agree on one arbitrator, such controversy shall be settled by three arbitrators, one of which will be selected by Siemon, one by Buyer and one by the two arbitrators so selected. This transaction shall be enforceable in, and judgment upon any award rendered by all or a majority of arbitrators may be entered in, any court of any country having jurisdiction.