Compass Automation - Industrial Robotics

Terms & Conditions

1. GENERAL:

a. Any sale of products by Compass Automation (hereinafter called "Seller") is governed exclusively by these Standard Terms and Conditions of Sale (hereinafter called "Standard Terms") which, unless otherwise agreed by an authorized officer of Seller in writing, shall be a part of the sales contract and shall supersede any inconsistent terms on Buyer's purchase order or any other document provided by or on behalf of Buyer. Buyer's (1) signature on Seller's order confirmation form, or (2) failure to object to these Standard Terms in Seller's proposal or order confirmation form within fourteen (14) days of the date thereof, or (3) acceptance of Seller's products or services shall constitute Buyer's acceptance of these Standard Terms.

b. Any order placed with Seller must be in the form of a written purchase order or a letter from Buyer authorizing Seller to proceed on the basis of its proposal to Buyer ("Authorization Letter"). All proposals, quotations, bids or other similar communications from Seller will be considered invitations to Buyer to submit an offer to contract, subject to these Standard Terms only, in the form of a written purchase order. A binding sales contract, which shall in all events be subject to these Standard Terms, will result when Seller accepts Buyer's order, represented by its purchase order or its Authorization Letter, at Seller's office in Elgin, IL (or other office designated by Seller) by mailing its order acknowledgment to Buyer. No terms or conditions contained in Buyer's written purchase order, Authorization Letter or other documents, which contradict or conflict with, or add to, these Standard Terms or Compass Automation's order acknowledgment are binding upon Compass Automation unless specifically agreed to in writing by an authorized officer of Compass, and without such specific written agreement, Seller hereby rejects all such contradictory and additional terms and conditions proposed or provided by Buyer.


2. WARRANTY AND REMEDIES:

a. Seller warrants for a period of one (1) year or such greater period as may specifically be set forth in writing in Seller's proposal ("Warranty Period") that each new and unused product manufactured by it will be free of defects in material and workmanship. Seller will, within the Warranty Period, repair or replace any part found by it to be defective, provided that the product is installed and operated in accordance with Seller's instructions and (subject always to such instructions) in accordance with generally accepted industrial practices, and, further, provided that the product is used under normal conditions for which it was designed and that it receives due and proper care, lubrication, protection and maintenance under the supervision of competent personnel.

b. Specific components of Seller's products and/or systems may be covered by independent warranties of their respective manufacturers, which manufacturers' warranties control with respect to these separate component parts and do not constitute obligations or warranties of Seller.

c. Seller does not guarantee robotic production rates or the quality of parts made using Seller's products, except as may specifically be outlined in writing in Seller's proposal.

d. THE WARRANTIES STATED IN THIS PARAGRAPH 2 ARE EXCLUSIVE IN LIEU OF, AND SELLER HEREBY DISCLAIMS, AND THERE SHALL BE EXCLUDED FROM THE RELATIONSHIP BETWEEN BUYER AND SELLER, ALL OTHER GUARANTEES, WARRANTIES, CONDITIONS OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER STATUTE, COMMON LAW, COMMERCIAL USAGE OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

e. Under no circumstances whatsoever shall Seller be liable to any person, firm or corporation for any special, indirect or consequential damages, whether for breach of contract, negligence, misrepresentation or otherwise and whether resulting in lost profits, interest on money borrowed or invested, impairment of goods, work stoppage or otherwise, in any way arising out of the sale of any products or services by Seller to Buyer or any transaction to which these Standard Terms apply. The liability of Seller and the exclusive remedy of Buyer for any defect or breach or for any action relating to the sale of any products or services by Seller to Buyer, whether based in contract, negligence, strict liability, tort, breach of warranty, or otherwise, is limited, at Seller's option, to repair or replacement of the defective goods or services or refund of the purchase price therefore. The foregoing shall constitute the sole and exclusive liability of Seller and the sole and exclusive remedy of Buyer or anyone claiming on behalf of or through Buyer.

3. DRAWINGS:

All illustrations, drawings, tables, graphs and the like issued by Seller or contained in Seller's catalogues, price lists, advertisements or any other publications must be regarded as close approximations only. Weights, measurements, capacities and all other particulars of products offered by Seller are stated in good faith as being approximate and no responsibility is accepted for their deviation from the approximations stated unless otherwise specified in writing in Seller's proposal or order acknowledgment. In turnkey systems provided by the Seller, Seller warrants that the proposed products will perform the tasks outlined in the proposal based on the Buyer's data referenced in the proposal.

4. SHIPMENT, DELIVERY, FORCE MAJEURE, PROPOSALS, ACCEPTANCE AND ERROR:

a. Shipment and delivery dates are quoted in good faith and are approximate. Shipment and delivery dates are subject always to these Standard Terms and Buyer's timely compliance with these Standard Terms and such reviews and approvals as are required of Buyer. Seller shall not be liable to pay any penalty for a delay in shipment, nor shall it be bound by any provision for the payment of a penalty of any nature whatsoever claimed by reason of any delay in shipment unless it has expressly consented to such penalty provision in a writing executed by Seller.

b. In no event shall Seller be liable for any delay or damages (consequential or otherwise) caused by delay in shipment due especially, but not exclusively, to force majeure and other causes beyond its reasonable control. The term force majeure shall include, but is not limited to, war, blockade, civil disturbances, strikes and lockouts, labor shortages, fire and other casualties, accidents and governmental acts (including regulations concerning export and import licensing and currency exchange). In case of nondelivery or failure to timely deliver and cancellation of the order, Seller's obligation shall be limited to the refund of any advance payment received from Buyer.

c. Unless otherwise specified in writing signed by Seller, all shipments are F.O.B. Seller's or its suppliers manufacturing plant or warehouse and are firm as to the price for not greater than thirty (30) days from the date of the proposal from Seller or such lesser period as Seller specifies. After the expiration of the initial up to thirty (30) day period, the applicable prices are those in effect at the time an order is placed with Seller by the Buyer. The Seller will provide any price changes to Buyer for incorporation into a revised order prior to acceptance by Seller. Any reference to F.O.B. or other delivery terms shall, unless otherwise provided herein, have the same meaning as that ascribed by the International Chamber of Commerce in its current edition of Incoterms.

d. The price quoted by Seller assumes Buyer will accept delivery of the items purchased within fifteen (15) days following the anticipated date of delivery (as the same may be extended by agreement of the parties) and Buyer agrees to take delivery within that time period. If the Buyer refuses to take delivery within the fifteen (15) day period, Seller has the right to charge Buyer for storage at the rate of $8.00 per square foot per month calculated on a daily basis for each day after the fifteen (15) days that Buyer refuses to accept delivery plus interest charged at Seller's standard rates to compensate Seller for the use of its production floor space beyond anticipated time periods attributable to Buyer's conduct. If the Buyer makes all payments due at contracted time of delivery, Seller, at its discretion, may allow Buyer to have delayed items shipped to a Seller designated warehouse whereby the Buyer will be charged for storage at a rate of $1.00 per square foot per month calculated on a daily basis for each day shipping is delayed, plus all shipping, handling and interest charges at Seller's standard rates.