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Terms of Sales
General
The terms and
conditions contained herein constitute the entire agreement between
Visiplex Time Systems, Inc. (referred to as Visiplex) and its customer. Visiplex will not be bound by
any terms of customer’s order to purchase. No form of acceptance except Visiplex’s
written acknowledgement sent to customer, or Visiplex’s commencement of performance,
shall constitute valid acceptance of the customer’s order. Any such acceptance
is expressly conditioned on assent to the terms hereof and the exclusion of all
other terms. The customer shall be deemed to have assented to the terms hereof,
whether or not previously received, upon accepting delivery of any product
shipped by Visiplex. Visiplex shall not be liable for delay or failure in performance
whatsoever due to acts of God, shortage of supplies, transportation
difficulties, labor disputes, riots, war, fire, explosion, epidemics, or other
occurrences beyond Visiplex’s reasonable control or due to unforeseen circumstances.
Visiplex makes no claim as to the suitability for purpose of its product, nor does
Visiplex make any guarantees with respect to the level of performance of its product
utilized in any given application or use by its customer.
Pricing
Price quotations
are valid for 45 days. Quantity price discounts may apply to purchase orders
with single or multiple ship dates for up to one year. Quantity discount rates
may vary depending on product type. Visiplex may change its pricing at any time
without prior notice to customer, but such changes shall not affect any accepted
orders. All prices are exclusive of taxes and all handling or other charges,
including (without limitation), brokerage fees, tariffs, taxes, and
transportation charges.
Order Acceptance
Written
purchase orders are required for all purchases. Each purchase order shall
constitute a firm offer and shall indicate specific products, quantity, price,
shipping instructions, requested delivery dates, bill-to and ship-to addresses,
and any other special instructions. Any contingencies contained on such order
are not binding upon Visiplex. All orders are subject to acceptance by Visiplex, who will
accept or reject orders according to Visiplex’s then current practices.
Order Changes and
Cancellations
Purchase order changes affecting product
configuration/options must be authorized by Visiplex in advance and may be subject to
additional charges and/or price adjustments. Maximum period a blanket purchase
order is valid is twelve (12) months. Blanket purchase orders may be added to
within first thirty (30) days after order is received. Changes to scheduled ship
dates for blanket purchase orders must be made at least two (2) weeks in
advance. Order cancellations are subject to cancellation penalties and price
adjustments for product already shipped. Purchaser is obligated to accept any
product built and held in inventory at Visiplex, and for any components ordered for
non-standard product.
Delivery
Upon receipt of
purchase order, Visiplex will provide an estimate of lead-time until delivery. While
this is not a binding commitment, Visiplex will make every effort to make delivery
based on this lead-time estimate. Each shipment released from a blanket must be
at least equal to 10% of the order total.
Accelerated deliveries may be available with an expedite fee. Late delivery does
not entitle the customer to cancel the order or to claim damages. Visiplex is not
obligated to pay any contractual penalty should it delay in delivering
product.
Shipment
All shipments
are FOB shipping point. Shipping costs and the risk of loss from FOB point are
the responsibility of the customer. Visiplex shall be permitted to make partial
shipments of products. Delivery shall be deemed completed upon transfer of
possession to the carrier at the FOB point. All claims for shortage of products
ordered or for incorrect charges must be presented to Visiplex within ten (10)
calendar days after receipt by customer.
Payment
Payment for all
products and services shall be in U.S. dollars. Upon credit approval by Visiplex,
payment terms shall be net thirty (30) days from the date of invoice. Orders may
be subject to payment in advance or cash on delivery. Any delinquent invoice is
subject to additional charges not to exceed the maximum permitted by law. First
time customers must pay by credit card, COD, or money order.
Returns
Products being
returned for repair or modification must be pre-authorized by contacting Visiplex for
a Return Material Authorization (RMA) number. Standard product returns are
subject to a 15% and up to 50% re-stocking charge. Custom products may not be returnable.
Products being returned must be packaged properlyand within their original package if possible. Refer to RMA number on
shipping documents and on outside of package. Mark package “Fragile - Contains
Electronic Equipment.” Ship returned items to 100 N. Fairway Drive, Suite 120 Vernon Hills,
IL 60061, USA.
Warranty
Unless otherwise
noted, Visiplex warrants products to be free of defect in workmanship and material
for a period of twelve (12) months from the date of shipment. The customer must
make all claims under these warranties, and no claim will be accepted from a
third party. Warranties are non-transferable. Visiplex will repair or replace
product, provided customer notifies Visiplex of defect within warranty period and
pre-authorizes return of product as outlined in “Returns” section above. Any
product repaired or replaced under warranty is only warranted for the period of
time remaining in the original warranty for the product. All repairs are
warranted for a period of ninety (90) days. Visiplex’s liability is limited to the
replacement cost of product. Visiplex is not responsible for consequential damages.
The warranty is void if:
- There is evidence of abuse to the equipment (i.e., corrosion, unusual physical damage, signs of exposure to temperatures outside the range of specifications, etc.)
- The equipment contains an unauthorized modification.
- Identification numbers on the printed circuit boards or chassis have been altered or removed.
- Evidence of the product having been exposed to, or submerged in water.
- Equipment is damaged through acts of God, including, but not limited to: flood, lightning, hurricane, tornado, sustained high winds, acts of war, natural disasters, etc.
Safety and Limitation of
Liability
Except for the warranties stated herein for the customer, no
warranty, condition or representation, express, oral, or statutory, is provided
to the customer or any third party, including (without limitation) any warranty,
condition or representation (a) of merchantability, fitness for a particular
purpose, satisfactory quality, or arising from a course of dealing, usage, or
trade practice; or (b) that the products will be free from infringement or
violation of any rights, including intellectual property rights, of third
parties. This disclaimer and exclusion shall apply even if the express warranty
herein fails of its essential purpose. The customer’s sole and exclusive
remedies hereunder and the only liability of Visiplex is expressly limited to the
terms of this agreement. Visiplex shall not be liable to the customer, or any third
party, for any other special, consequential, incidental, exemplary or indirect
costs or damages, including without limitation, legal costs, installation and
removal costs, production or profit arising from any cause whatsoever,
regardless of the form of the action, whether in contract, tort (including
negligence), strict liability or otherwise, even if advised of the possibility
of such costs or damages. For the purposes of this provision, “Visiplex” includes
Visiplex’s directors, officers, employees, agents, representatives, subcontractors,
and suppliers. In no event shall the total collective liability of Visiplex, its
employees, officers, agents, and directors exceed the amount paid to Visiplex for
products from which such liability arose during the twelve (12) month period
preceding the date of the most recent claim.
Export Orders
Customer shall obtain all licenses, permits and approvals
required by any government and shall comply with all applicable laws, rules,
policies and procedures of the applicable government and other competent
authorities. Customer shall indemnify and hold Visiplex harmless for any violation or
alleged violation by customer of such laws, rules, policies, or procedures.
Customer shall not export or re-export, directly or indirectly, separately or as
part of any system, the Products or any technical data received from Visiplex,
without first obtaining any license required by the applicable government,
including (without limitation) the United States government and/or any other
applicable competent authority. Customer also certifies that none of the
products or technical data supplied by Visiplex will be sold or otherwise transferred
to, or made available for use by or for, any entity that is engaged in the
design, development, production, or use of nuclear, biological, or chemical
weapons or missile technology.
Jurisdiction
The
validity, interpretation and performance of this agreement shall be governed by
and construed under the applicable laws of the State of Illinois and the United
States of America, as if performed wholly within the state and without giving
effect to the principles of conflict of laws. The parties specifically disclaim
the application of the United Nations Convention on Contracts for the
International Sale of Goods. Visiplex and Customer hereby irrevocably and
unconditionally submit to the jurisdiction of the courts of the State of
Illinois and all courts competent to hear appeal there
from.
Copyright and Trademarks
All material contained on this site are
subject to the ownership of Visiplex Time Systems, Inc. hereby authorizes you to make a single copy of
the content herein for your use in learning about, evaluating or acquiring
Visiplex products. You agree that any copy made must
include Visiplex copyright notice. No other permission is granted to
you to print, copy, reproduce, distribute, transmit, upload, download, store
display in public, alter or modify the content contained on this site.
This website contains Visiplex Time Systems, Inc. trademarks and service marks. All marks are the
property of their respective companies. All rights in the intellectual property
contained in the website including copyrights, trademarks, trade secrets and
patent rights are reserved. Access to this website does not constitute a right
to copy or use any of the intellectual property of Visiplex Time Systems, Inc.
Disclaimer:
All information provided on this website
is subject to change without notice. While efforts have been made to make this
website helpful and accurate, due to the open nature of this Web site, and the
potential for errors in the storage and transmission of digital information,
Visiplex does not warrant the accuracy of information obtained from
this Web site.
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