Terms and Conditions
EdgeTec Automation, Inc. TERMS AND CONDITIONS
ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.
January 1, 2023
1.1 “Accessory Products” mean spare parts purchased, at Buyer’s option, to enhance the system or replace components within the system.
1.2 “Agreement” means these Terms and Conditions.
1.3 “Buyer”means the person or entity that enters into this Agreement for the design and manufacture of the system, subsystem, accessory products, and/or related services and/or Buyer’s assigns, successor’s agents and transferees.
1.4 “Default Specifications” means the ETAI Default Specifications set forth in Exhibit A, attached hereto, which set forth the default functional and technical performance criteria for the system.
1.5 “Final Product Throughput” means the end-product as fully processed by the ETAI system. 1.6 “Order” means Buyer’s order in the form of ETAI’s Proposal, signed by Buyer and delivered to ETAI.
1.7 “Order Acknowledgment Form” means the written form ETAI sends to Buyer indicating that ETAI is in receipt of Buyer’s Order.
1.8 “Parties” means the Buyer and ETAI.
1.9 “ETAI” means EdgeTec Automation, Inc.
1.10 “Product Samples” mean Buyer-supplied components and/or material to be fed through and/or processed by the system to create a Final Product Throughput.
1.11 “Product Schedule” means the actions undertaken by ETAI to design and build the system over a period of time.
1.12 “Production Schedule Date” means the date upon which production is scheduled for completion. 1.13 “Proposal” means ETAI’s written description of the system and/or Accessory Products.
1.14 “Purchase Price” means the total price for the System and/or Accessory Products, inclusive of all taxes, shipping, and any and all other charges pursuant to this Agreement or set forth in the Quote.
1.15 “Quote” means the price quote for the System and/or Accessory Products.
1.16 “Shipment Date” means the estimated date upon which ETAI anticipates shipment of the System from the ETAI facility.
1.17 “Specifications” means the functional and technical performance criteria for the System, as agreed by the Parties.
1.18 “Subsystem” means any smaller ETAI-designed system that constitutes a component of the overall System.
1.19 “System”means the custom-designed product manufactured by ETAI according to the Specifications, which may or may not include various other Subsystems.
1.20 “System Manual” means the operative and instruction guide supplied to Buyer by ETAI with the shipment of the System, which addresses the overall System, and may or may not address each separate device, component or Subsystem within the System.
2. The System.
2.1 Purchase and Supply. ETAI will sell the System and/or Accessory Products to Buyer upon the terms and conditions set forth in this Agreement.
2.2 Specifications. The System will be manufactured by ETAI according to the Specifications. The Proposal will include a Quote for each component of the System.
If the Buyer does not provide specifications prior to the Quotation process, the Default Specifications will apply. All specifications supplied by Buyer are subject to (a) ETAI’s written approval and (b) signature by a ETAI-authorized representative.
2.3 Packing. Unless otherwise specified in this Agreement or Buyer’s Order, the System and/or all accessory Products are to be packed and identified in accordance with customary industry practice. ETAI shall mark each container with necessary shipping information, including the applicable purchase order number, date of shipment, and the name and address of ETAI and Buyer.
3. Assent to Terms and Conditions of Agreement. Unless otherwise indicated, ETAI’s Proposal will expire thirty (30) days following the date the Proposal is transmitted to Buyer. ETAI’s Proposal is not binding upon ETAI until Buyer’s Orderis accepted in writing by ETAI on an Order Acknowledgment Form. ETAI’s acceptance is expressly made conditional on Buyer’s assent to all terms contained herein. Buyer’s Order must be submitted within the time-frames provided herein. In the case of any difference between this Agreement and Buyer’s standard terms, this Agreement governs. ETAI hereby gives notice of objection to and rejection of all terms supplied by Buyer which are in addition to, different from or inconsistent with the terms hereof. Clerical errors contained herein are subject to correction in ETAI’s sole discretion.
4. Price, Price Adjustment & Additional Charges.
4.1 Price. The Purchase Price for the System will be set forth in the Quote. The pricing of Accessory Products is subject to change. Price does not include shipping or installation unless noted in writing.
4.2 Price Adjustment. The Purchase Price in the Quote may be increased to reflect increases in the cost of materials or labor, as determined in ETAI’s sole discretion, if:
4.2.1 Shipment of the System is scheduled for a date that is more than three (3) months after the date of Buyer’s Order;
4.2.2 Shipment of the System is delayed by Buyer to a date that is more than three (3) months after the date of Buyer’s Order; or
4.2.3 Shipment of the System is accelerated due to an accelerated Production Schedule Date.
4.3 Delivery, Risk of Loss and Title. The System and/or Accessory Products will be delivered F.O.B. ETAI’s determined facility. Buyer will pay for all packaging, handling and freight to Buyer’s destination. Risk of loss or damage to the System passes to Buyer at the time of ETAI’s delivery to the carrier. ETAI will purchase shipping insurance at Buyer’s request and at Buyer’s expense. Transfer of title is not deemed to occur until payment in full has been received by ETAI. Shipment dates are ETAI’s best estimate of when product(s) will be shipped or delivered, but the Shipment Date is not guaranteed.
4.4 Taxes. Buyer will pay all duties and taxes including sales, use, property, excise, value added and gross receipts taxes levied on the System or Accessory Products. ETAI will not collect an otherwise applicable tax if a properly executed tax exemption certificate is furnished by Buyer to ETAI. If Buyer does not provide a properly executed exemption certificate prior to billing, ETAI will not be liable to refund collected taxes and Buyer’s sole recourse shall be to collect the taxes directly from the taxing authority.
4.5 Cancellation of Orders. Following ETAI’s acceptance of Buyer’s Order, the Order can be cancelled only with ETAI’s written consent. A cancellation charge in amount equal to at least 35% of the Purchase Price of the System or Accessory Products will be assessed. The amount of the cancellation charge will be determined in ETAI’s sole discretion and will vary based on the date on which the cancellation occurs in the Production Schedule, the quantity of work and materials that are salvageable, the degree to which the System is custom-designed, and other factors in ETAI’s sole discretion.
4.6 Additional Charges. Additional work completed or time consumed by reason of Buyer’s alterations or delays caused by Buyer, will be charged to Buyer at ETAI’s current price for work or material at the time of such alterations, changes, or delays.
5.1 Payment of Purchase Price. If ETAI approves Buyer for credit, Buyer shall pay ETAI upon the following payment schedule, unless otherwise agreed in writing:
(a) Buyer shall pay ETAI 50% of the total Purchase Price in certified funds within five (5) days following acceptance of Buyer’s Order;
(b) Buyer shall pay ETAI 40% of the total Purchase Price in certified funds prior to shipment; and
(b) No later than 20 days after shipment of equipment, Buyer shall pay ETAI 10% of the total Purchase Price in certified funds.
Under no circumstances will ETAI be liable to Buyer for delays in shipment caused by Buyer’s delay in payment. Delay in delivery shall not be considered a default under this Agreement, nor give rise to any liability on the part of ETAI for any incidental, special or consequential damages.
If ETAI does not approve Buyer for credit, payment will be disbursed to ETAI within five (5) days following acceptance of Buyer’s Order by certified or other currently available funds or by Buyer’s delivery of an irrevocable letter of credit or some other ETAI-approved payment alternative, drawn on a U.S. bank in an amount equal to the full amount of the Purchase Price. The letter of credit and/or its equivalent shall provide for interim draws in accordance with the schedule referenced in the preceding paragraph, be drawn on a financial institution and in form reasonably acceptable to ETAI, in U.S. dollars, and will expire no earlier than 60 days after the requested shipment date.
Buyer authorizes ETAI to review any and all necessary credit reports and information to assess whether ETAI will extend credit to Buyer.
5.2 Invoicing for Ongoing Services and/or Accessory/Replacement Products. ETAI will invoice Buyer for any ongoing services or Accessory Products purchased separately from Buyer’s Order for the System. Invoices will reference purchase order number, item number and description of product(s) and/or service(s), unit price of products and/or service(s), total amounts due, and the due date. Invoices shall be due and payable within twenty (20) days after the date of invoice. Payments received by ETAI from Buyer will be applied to oldest invoices first, and each payment will first be applied to interest and fees, and second to the reduction of the Purchase Price. Overdue invoices will accrue interest at a rate equal to the lesser of 18% per annum or the maximum rate allowable by law. Any terms other than net 20 must be requested in writing prior to order.
5.3 Non-payment of Amounts Due. ETAI hereby retains a security interest in the System or Accessory Products for any portion of the Purchase Price there of unpaid by Buyer. ETAI is authorized to perfect its security interest. In addition, if payment in full is not made within sixty (60) days following delivery of the System, or within 60 days of the invoice date for any and all additional charges accrued by Buyer, whichever applies, ETAI may at its sole discretion, activate the control software installed in the System that will disable the System from functioning. Upon receipt of full payment, ETAI will reactivate the System.
6. Performance of System and Product Samples.
6.1 Acceptance Criteria of System Performance. The acceptance testing shall be conducted with at least one of the two (2) phases, as set forth below:
6.1.1 Phase One Acceptance Testing. Prior to shipping the equipment from the ETAI’s facility to the place of delivery, ETAI will conduct a system performance test as mutually-agreed upon with the Buyer and reduced to a writing signed by both Parties. Buyer may, at its option, witness the Phase One Acceptance Test in person or by electronic means supplied by ETAI.
If the Parties do not agree upon a specific test, the Parties agree that ETAI will conduct a 30-minute test demonstrating 80% uptime, after excluding any lost time or lost production due to Nonconforming Product Samples (defined in section 3.3 of Exhibit A and all related subsections) or other factors out of ETAI’s control. ETAI reserves the right to restart or continue the test until completed, or to abbreviate the test by discounting lost time or lost production due to Nonconforming Product Samples or other factors out of ETAI’s control.
It is Buyer’s responsibility to supply an adequate amount of acceptable quality test product pursuant to paragraph 6.2 below. ETAI bears no responsibility if Buyer fails to provide Acceptable Product Samples to ETAI.
6.1.2 Phase Two Acceptance Testing. If specifically requested by Buyer in writing, after completion of delivery of the System, assembly, and training at the place-of-delivery, ETAI personnel will conduct a second test to confirm the System’s performance (“Phase Two Acceptance. Testing”). The Phase Two Acceptance Testing will be conducted using the same Product Samples and performance criteria specified for the Phase One Testing. If the Phase One performance criteria are met during the Phase Two Acceptance Testing, the Parties agree that the System shall be deemed accepted.
6.1.3 Modification of system. Buyer will not modify or add to any part of the System including but not limited to software until system is deemed accepted unless ETAI gives written approval to do so.
6.2 Acceptance of All Other Goods. For any other goods that are not subject to
paragraphs 6.1.1 – 6.1.2, Buyer will have fifteen (15) days after receipt to reject nonconforming goods before such goods are deemed accepted by Buyer.
6.3 Product Samples. ETAI requires Buyer to supply Product Samples to ETAI prior to ETAI’s submission of a Proposal to Buyer, and in sufficient quantities to (a) evaluate Product Samples for consistency in structure and form, and (b) design the System Specifications to process the Product Samples provided. The projected System performance, as presented in the Proposal, is valid only for Product Samples provided to ETAI prior to the date of the Proposal.
Buyer must also supply to ETAI actual Product Samples to the same specification as those provided prior to the ETAI Proposal, so that ETAI may conduct Acceptance Testing of the System, as set forth above in paragraphs 6.1.1 – 6.1.2. ETAI will estimate and advise Buyer of the quantity of Product Samples ETAI requires. If not otherwise specified by ETAI, ETAI requires a stack of each Product Sample, approximately 25 inches high, for testing any System that is composed of feeders. If automatic product loaders are to be tested, a minimum of 5,000 samples are required. Product Samples should be shipped at Buyer’s cost to ETAI no later than fifteen (15) days after ETAI’s acceptance of Buyer’s Order. Product Samples will not be returned. ETAI does not guarantee feeding performance of any specific product unless an exact Product Sample has been tested before delivery of the System to Buyer.
7. Confidentiality. Buyer acknowledges that ETAI’s technology is confidential and agrees not to disclose, reproduce, utilize, or reverse engineer for its own commercial benefit any technology that Buyer learns through the purchase or use of the Systems and/or Accessory Products. In no manner does this Agreement imply or authorize any form of technology license to Buyer for any portion of ETAI’s technology except for Buyer’s use of the System and Accessory Products for their intended purpose.
8. Export Controls. Buyer agrees that it will not, without obtaining prior authorization from the U.S. Department of Commerce:
(i) export or re-export, directly or indirectly, any technical data or products (as defined by the U.S. Export Administration Regulations) received by Buyer under this Agreement to destinations restricted or prohibited by U.S. law;
(ii) disclose such technical data to destinations restricted or prohibited by U.S. law; or (iii) export or re-export, directly or indirectly, any direct product resulting from the technical data received by Buyer to destinations restricted or prohibited by U.S. law.
Buyer hereby agrees to indemnify, defend and hold harmless ETAI for any export, re-export or disclosure in violation of U.S. law that results directly or indirectly from Buyer’s actions.
9. Patents. ETAI warrants that it has utilized reasonable efforts to ensure that the System and/or Accessory Products do not infringe on any patented technology belonging to any other person or entity. If infringement is found and Buyer’s use of the System, Subsystem and/or Accessory Products is restricted, ETAI will, at its option, either (a) redesign the System, Subsystem, and/or Accessory Products to avoid the infringement; (b) seek a license to allow the current technology to be utilized by ETAI; or (c) allow Buyer to return the System, Subsystem and/or Accessory Products for a full refund.
10. Choice of Law.
10.1 Governing Law. The laws of the State of Minnesota, United States of America and any applicable Federal laws of the United States of America, as from time to time amended and in effect, govern all matters arising out of orrelating to this Agreement, including withoutlimitation its validity, interpretation, construction, performance (including the details of performance), and enforcement; provided that any applicable conflict of law provision that results in the application of the laws of a foreign jurisdiction shall be disregarded. Buyer and ETAI expressly agree that neither this Agreement, nor any ancillary agreement, undertaking, or performance thatmay be promised, performed, or executed to implementthisAgreement will be subject to or interpreted by the United Nations Convention on Contracts for International Sale of Goods.
10.2 Foreign Corrupt Practices Act of 1977. Buyer is subject to the laws and regulations of the Foreign Corrupt Practices Act of 1977 (FCPA), Title 15 United States Code Service section 78dd-1 and its progeny.
10.3 Prohibition on Flow down Provisions. In no event will this Agreement be subject to any other contract which would subject ETAI to any additional terms and conditions or liability. Buyer bears all liability for all other contracts to which Buyer is subject.
11. Forum Selection Clause. Buyer and ETAI agree that all disputes, claims, controversies and disagreements relating to or arising out of this Agreement are subject to the exclusive jurisdiction and venue of the state and federal courts of Minnesota, of the United States of America. Buyer waives any objections to jurisdiction or venue in any proceeding before any such court in Minnesota and hereby submits to the exclusive jurisdiction of any such court in Minnesota. Buyer and ETAI agree that the exclusive choice of forum set forth in this section does not prohibit the enforcement of any judgment obtained in that forum or any other forum.
12.1 Governing Language. The English language of this Agreement shall govern and control any translations of the Agreement into any other language. Documents furnished by Buyer to ETAI under the terms of this Agreement shall be furnished in English or accompanied by an English translation. ETAI will not be held responsible for errors or misunderstandings that may occur due to omissions or translations to another language. ETAI reserves the right to correct all errors.
12.2 Assignment. This Agreement shall be binding upon and shall inure to the benefit of Buyer and ETAI and their respective successors and assigns, PROVIDED, HOWEVER, that Buyer may not assign its rights or delegate its duties under this Agreement without ETAI’s prior written consent, which may be granted or withheld at ETAI’s sole discretion.
Buyer and its assignees and/or transferees of the System and/or Accessory Products, including all associated proprietary and intellectual property rights, agree to the terms and conditions of the Agreement. Buyer agrees to indemnify, defend and hold harmless ETAI for any claim or loss, or damage suffered as a result of any assignee or transferee failing to abide by these terms and conditions.
12.3 Counterparts. This Agreement may be executed in multiple identical counterparts, all of which taken together constitute a single agreement.
12.4 Entire Agreement. This Agreement and any exhibits attached hereto, including EdgeTec Automation, Inc. General System Default Specifications (Exhibit A), constitute the entire agreement and understanding between Buyer and ETAI. All prior written or oral agreements, undertakings, promises, warranties, or covenants relating to any subject matter not expressly set forth within this Agreement are hereby superseded.
12.5 Amendments and Waivers. No inconsistent, additional or modified terms or conditions, including price, will apply unless specifically agreed to in a writing signed by Buyer and ETAI. No waiver of any provision or condition shall be valid unless set forth in a writing signed by the waiving party.
12.6 Force Majeure. Whether foreseen or unforeseen, ETAI will not be liable for any failure, defect in performance, delay in the performance of orders or in the delivery of goods, or for any damages arising from events beyond ETAI’s reasonable control, including without limitation, acts of Buyer, acts of God, accidents, riots, pandemics, fires, floods, acts of insurrection or war, governmental interference, embargo, delays by the shipper, strikes, labor disturbances, unavailability or shortage of supplies or raw materials, unforeseen absence of transportation capabilities or rescheduled, postponed or canceled transportation arrangements, changes due to export controls or the ability to obtain an export license, or any other like cause.
12.7 Limit of Time to Bring Action. No actions or arbitrations arising out of this Agreement may be brought by Buyer more than twelve (12) months after the occurrence of the event giving rise to such action or arbitration.
12.8 Attorneys Fees. ETAI will be entitled to recover all costs, including reasonable attorneys’ fees and costs in any proceeding to enforce payment from Buyer.
12.9 Buyer’s right to use all of ETAI’s products, systems and materials are conditioned upon Buyer’s acceptance of these Terms and Conditions.
EXHIBIT A: EdgeTec Automation, Inc.
General System Default Specifications
1.0 Scope. The scope of these Default Specifications is to define the equipment configuration and performance requirements for the Custom EdgeTec Automation, Inc. (ETAI) System (hereinafter “System”). All definitions set forth under the ETAI Terms and Conditions apply to these Default Specifications.
2.0 Applicable Documents. National Electric Code 1993
3.0 Default Specifications. The System shall be configured as specified herein (the “Default Specifications”), unless more specifically defined in the applicable Proposal. To the extent that any of the Default Specifications specified here are varied by the Proposalsubmitted to Buyer, forthe purposes of creating custom-designed product specific or application-specific requirements, those specifications that are specially varied will apply. Other than to the extent specifically varied in the Proposal, the Default Specifications apply.
3.1 Power Requirements. Each Subsystem will have 110 VAC +/-10%, 50/60 HZ or 208 VAC +/- 10% 50/60 HZ single or three phase power available on a circuit capable of delivering 15 amps minimum per feed station. The power will be clean and free from power surges or power outages. The power, fusing, wiring and disconnects will be in accordance with the applicable requirements of the National Electrical Code, as updated.
3.2 Environmental Requirements.
3.2.1 Temperature Requirements. The System will be maintained and operated in a location where the temperature range is maintained between 10 to 35 degrees Celsius (50 to 95 degrees Fahrenheit).
3.2.2 Humidity Requirements. The System will be maintained and operated in a non-condensing, dry location with a relative humidity range of 40 to 80%.
3.3 Product Sample Requirements. This System is a customized high technology system that depends upon strict quality standards and uniformity of Product Samples handled in order to achieve strict quality standards and uniformity of Final Product Throughput. By way of example and without limitation, the Product Samplesto be fed and/or processed by the System will be uniform and free of defects,such as bent corners, dog ears, warpage, tears, bends, folds, debris, contamination, any other nonconforming factor that affects feeding and/or secondary processing, or any other nonconforming Product Sample Tolerances as defined below. Product Samples that do not fall within the Product Sample Tolerances set forth below or within the Proposal will be deemed “Nonconforming Product Samples.”
3.3.1 Product Sample Tolerances.
188.8.131.52 Dimensional Tolerance. The dimensional tolerance of any Product Sample
will exhibit no more than a +/- 1/32 inch variance from the nominal values designated in Buyer’s Proposal.
184.108.40.206 Squareness Tolerance. The squareness tolerance of any Product Sample
will exhibit no more than a +/- 1/32 inch variance from the nominal values designated in Buyer’s Proposal.
220.127.116.11 Thickness Tolerance. The thickness of any Product Sample will exhibit no
more than a +/-10% variance from the nominal values designated in Buyer’s Proposal.
18.104.22.168 Flatness Tolerance. The maximum warpage or curl of any Product Sample
will be less than +/- 1/16 inch when measured lying on a flat surface.
22.214.171.124 Adhesivibility. All products required for adhesive application must be
approved and tested prior. This includes any changes in material or coatings.
3.4 Operator Requirements. Due to the customized high-technology of this System, it is imperative that all users of the System (“operators”) adopt and practice ETAI operating procedures to properly function. To ensure effective production, all equipment operators must (a) be properly trained by ETAI-authorized personnel and (b) adhere at all times to the prescribed procedures set forth in the various Operation, Maintenance and System Manuals. All System Performance Specifications and Guarantees are conditioned upon the adherence of all operators to the above-mentioned requirements. By way of example without limitation, all operators must be capable of performing all equipment adjustments and product set-up proceduresin accordance with the applicable Operation, Maintenance and System Manuals, and trained to properly load product into the feeder magazines, perform feeder parametric settings and to properly adjust photo-eyes, holding apparatuses, software, cameras.
3.5 Reliability of Product Samples supplied to ETAI. In order to design and build a System that will assemble and/or process Final Product Throughput that is consistent in specification, the ETAI System requires consistent Product Samples. In order to accomplish this goal, the performance projected within ETAI’s Proposal is valid only for (a) those Product Samples that pass ETAI’s factory testing prior to ETAI’s draft Proposal; and (b) those Product Samples that (1) conform to the ETAI pre-proposal factory testing and (2) are provided to ETAI prior to ETAI’s receipt of Buyer’s Order and in sufficient quantities to perform testing prior to shipment of the equipment (“Phase One Acceptance Testing” Terms and Conditions paragraph 6.1.1).
3.6 Procedures for activating warranty coverage. The ETAI General System Default Specifications incorporate the Limited Warranty set forth under EdgeTec Automation, Inc. Terms and Conditions. All warranties require the Buyer to return a signed copy of the signature page of the Proposal to EdgeTec Automation, Inc. to become effective.
3.6.1 Equipment Warranty. All applicable equipment warranties require the Buyer to return a fully completed warranty registration card to ETAI. If the equipment requires return to ETAI, the Buyer shall call ETAI in advance and request a return material authorization number (RMA), which must be written on the outside of the shipping container.
3.6.2 Performance Warranty. Upon request of the Buyer, EdgeTec Automation, Inc. will negotiate and price into its Proposal an efficiency level (parts per minute at a to-be-determined confidence level) for each type of Product Sample received by ETAI, in sufficient quantities and with sufficient time to perform testing on the System, provided that such Product Samples are consistent and conforming. For purposes of calculating an efficiency level, all lost time or lost production due to Nonconforming Product Samples or factors out of ETAI’s control shall be subtracted from the production uptime, and product changeover time is excluded.
To qualify for any applicable performance warranty the Buyer agrees to comply with the following:
(a) The System will be completely installed by qualified ETAI personnel and all operators will be properly trained by qualified ETAI personnel;
(b) Buyer will notify ETAI in writing of any deficiencies observed in the System’s performance with sufficient detail to assist ETAI in determining the source of the reported problem;
(c) Product Samples are in compliance with the Product Sample requirements and tolerances specified herein; and
(d) Upon proper notification of any problem, ETAI will have 60 days to repair, replace, or arrange a partial or complete refund in exchange for returning the defective equipment. The amount of refund will depend upon the problem, equipment condition upon return, and the assignment of responsibility. The amount of any refund will be within the sole discretion of EdgeTec Automation, Inc.
(e) Buyer will not modify any part of equipment or software including but not limited to computers. If any modifications need to be performed, then ETAI will not be liable for system performance and system will be deemed accepted. Including but not limited to antivirus, firewalls, security or other third – party software or hardware.
LIMITED WARRANTY AND LIMITATION OF LIABILITY
To activate the warranty, Buyer must sign and return to ETAI (a) fully completed warranty registration cards, which Buyer will receive with the System.
ETAI warrants to Buyer, for a period of nine (9) months from the date of delivery of the System to Buyer that the System or Accessory Product(s) will be free from defects in material and workmanship. An extension of this Limited Warranty is available for an additional charge.
OTHER THAN THE FOREGOING, NO WARRANTY OR GUARANTEE, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE IS MADE. THE EXPRESS WARRANTY SET FORTH HEREIN SHALL BE THE SOLE AND EXCLUSIVE REMEDY BY THE BUYER HEREUNDER FOR ANY SYSTEM OR ACCESSORY PRODUCTS DELIVERED TO THE BUYER WHICH ARE FOUND TO BE DEFECTIVE IN ANY MANNER, WHETHER SUCH REMEDIES BE IN CONTRACT, TORT, STRICT LIABILITY, OR BY LAW. OTHER THAN AS SET FORTH HEREIN, ETAI SHALL UNDER NO CIRCUMSTANCE BE DIRECTLY OR INDIRECTLY LIABLE FOR ANY LOSS OR DAMAGEHOWSOEVER ARISINGFROM SUCH MERCHANDISE,WHETHERDIRECTOR INDIRECT, INCLUDINGLOSTUSE, LOST PRODUCT, LOST REVENUE, LOST PROFITS, COST OF CAPITAL, OR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES. ETAI IS NOT RESPONSIBLE FOR ANY DAMAGE TO BUYER’S PROPERTY OR ANY THIRD PARTY’S PROPERTY RESULTING FROM USE OF THE SYSTEM OR ANY ACCESSORY. BUYER SHALL INDEMNIFY AND HOLD ETAI HARMLESS FROM ANY THIRD PARTY CLAIM RESULTING FROM USE OF THE SYSTEM OR ANY ACCESSORY. BUYER ASSUMES ALL RISK AND LIABILITY RESULTING FROM THE USE OF THE SYSTEM OR ANY ACCESSORY, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER MACHINERY. THERE ARE NO ORAL AGREEMENTS OR WARRANTIES COLLATERAL TO OR AFFECTING THIS CONTRACT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THIS CONTRACT AND ETAI NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY.
This Limited Warranty does not cover normal wear and tear, or damages caused by improper part set up, improper machine operations, or bad stock. Buyer agrees to reimburse ETAI for labor plus expenses for any service calls for repairs not covered by this Limited Warranty.
If during the warranty period, the System or an Accessory Product fails to meet the Specifications, Buyer shall notify in writing of the specific nature of the failure and all-pertinent observations related to the failure.
ETAI does not represent or warrant that Systems or Accessory Products sold by it complies with OSHA or any like state, local, or national law or regulation, and the cost of modification and responsibility for such compliance is imposed upon Buyer. Equipment must be used in a non-condensing, low-humidity, dry environment, unless explicitly exempted by ETAI in writing.
THE TOTAL CUMULATIVE LIABILITY OF ETAI TO BUYER FOR ANY CLAIM OF ANY KIND, FOR ANY LOSS OR DAMAGE WHAT SO EVER ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THE SALE OR SERVICING OF THE PRODUCTS HEREIN, SHALL NOT EXCEED THE PURCHASE PRICE OF THE SYSTEM OR ACCESSORY PRODUCT. BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS ETAI FROM ALL CLAIMS ARISING IN WHOLE OR IN PART ON ACCOUNT OF IMPROPER USE, ABUSE, MISUSE, USE NOT IN ACCORDANCE WITH ETAI’s RECOMMENDATIONS SET FORTH IN THE OPERATION, MAINTENANCE AND SYSTEM MANUALS SUPPLIED BY ETAI, OR BUYER’S FAILURE TO PERFORM UNDER THIS AGREEMENT.
Warranty coverage excludes cost of delivery to and from ETAI’s determined facility. All units that the customer wishes to have repaired under warranty shall be accompanied by a ETAI issued Returned Material Authorization (RMA) and must be sent to EdgeTec Automation, Inc. at Buyer’s expense. A service fee of $500.00 will be charged for products sent to ETAI for warranty repair, which are found to comply with the Specifications. ETAI reserves the right to suspend any and all warranties if the Buyer has a delinquent account.
The System and Accessory Products are sensitive. To qualify for the warranty set forth in this Agreement, the System and Accessory Products warranted must be repaired by knowledgeable and specially trained ETAI personnel only. Accordingly, warranty coverage will be void in its entirety upon any sign or evidence of (a) opening the System or field service conducted by individuals other than ETAI’s authorized personnel, (b) tampering or any kind of misuse of the System including Buyer’s use of belts, stripper wheels or other parts not supplied by ETAI, or (c) abuse of the System or Accessory Products. Non-warranty work will be completed according to ETAI’s standard rates and charges in effect at the time.