|
Offers
Unless otherwise indicated, the prices set forth in quotations are valid for 60 days
from date of quotation and apply to products that are scheduled for shipment
within twelve months from the date of the Buyer's purchase or at Senzors, Inc. shipping
capabilities at the time the order is entered, whichever is later.
Acceptance of Orders
Any purchase order to be accepted has to refer to a quotation. All oral
orders must be confirmed in writing. By referring to the quotation, Buyer accepts and
adopts the General Terms and Conditions of Sale ("Terms and Conditions") to the
exclusion of any additional or different terms appearing in Buyer's purchase order and
waives any right Buyer may have to enforce any such additional or different terms. Orders are
validated by our Acknowledgment of Order or Invoice.
Date of Shipment
The estimated shipping capability stated on quotations is given solely
for the Buyer's information and does not constitute a commitment to deliver products in
accordance herewith. Buyer may request a specific shipping date or shipping schedule.
Senzors, Inc. will schedule shipments based upon Buyer's request and Senzors, Inc.'s
shipping capabilities at the time Buyer's purchase order is processed, at which
time Senzors, Inc. will issue to Buyer a formal Acknowledgment of Order that will indicate
the estimated shipping date(s). After the shipments have been scheduled, Buyer may not cancel
or postpone a scheduled shipment unless Buyer submits its request in writing and Senzors, Inc.
consents by issuing a new acknowledgment. Any request to cancel or to reschedule the shipment
that is received less than 21 days from the date scheduled for the shipment of the products
covered by the request may be rejected as untimely, or may be accepted upon payment of the
cancellation charge of 20% or a rescheduling charge of 10% of the sales price shown on this
quotation, at Senzors, Inc.'s option. Senzors, Inc. will use its best efforts to ship on or
even before the estimated shipping dates indicated, but will not be liable for any delay or
failure to deliver. Senzors, Inc. shall not be liable for any special, incidental or
consequential damages resulting for delivery delays or inability to deliver.
All goods or materials supplied by Senzors, Inc. remain its property until
total payment is received. All such goods and materials are at the sole risk of the Buyer
and in the event of being damaged, destroyed or lost after delivery, Senzors, Inc. is entitled
to receive the total payment for those goods.
Unless otherwise specified in quotations, our prices are in US dollar (USD).
They are exclusive of freight costs and of all state and local sales, use, excise,
privilege and similar taxes. Such taxes imposed on Senzors, Inc. or which Senzors, Inc. has
a duty to collect in connection with the sale or delivery of the products described on the
quotation shall be paid by Buyer and will appear as separate items on the invoice.
Shipment / freight
Deliveries are F.O.B. Dover, DE. Title and risk of loss shall pass to Buyer
upon tender of the products by Senzors, Inc. to a common carrier. In absence of specific
written instruction from Buyer, Senzors, Inc. will select the common carrier, but Senzors,
Inc. shall not thereby incur any liability in connection with shipment. Buyer shall be
responsible for any freight charge. If the products are shipped freight prepaid, Buyer
shall pay Senzors, Inc. the appropriate freight charges, which will be shown as separate
items on the invoice.
Payments
Terms are indicated on our Acknowledgment of Order and on our Invoices. Senzors,
Inc. will submit an invoice to Buyer for each shipment at the time of shipment. Except as
otherwise provided on the quotation, Buyer shall pay the amount invoiced by Senzors, Inc. within
30 days from the date of the invoice. If in the judgment of Senzors, Inc., the financial
condition or payment record of Buyer at any time does not justify shipment under the payment terms
specified above, Senzors, Inc. may refuse to ship unless it receives payment in advance, or at
its option, payment upon delivery. 2% interest per month is charged on overdue accounts.
Documentation
The information given in our documentation, printed matter, data sheets and price
lists is without commitment. This information specifies the product but is no warranty, unless
agreed in writing.
Warranties
Senzors, Inc. warrants that the products that it sells are delivered free from
defects in material and workmanship. Senzors, Inc.'s liability under this warranty is limited to
replacing or repairing or issuing a credit note, at its option, any product which is returned to
the factory, transportation charges prepaid, and which is determined by Senzors, Inc. to be
defective. This warranty does not apply to batteries and accumulators and to any product which
has been subjected to or damaged due to misuse, misapplication, negligence or accident, or which
has been repaired or altered without express prior and written consent from Senzors, Inc.
In order to obtain service under the terms of the warranty, Buyer must notify Senzors, Inc.
of any defects before the expiration of the warranty period and make suitable arrangements for the
performance of services. In all cases, Buyer shall be responsible for packaging and shipping
the products to the Senzors, Inc. plant with shipping charges prepaid. Senzors, Inc. shall pay
for the return of any products to Buyer if the shipment is to a location within the
continental USA. Buyer shall be responsible for paying all shipping duties, taxes, and other charges
for products returned to any other location. Senzors, Inc. will provide on-site service only upon
prior agreement and upon payment of all travel expenses by Buyer.
Warranty period for all products is 24 (twenty-four) months from date of shipment.
Warranty repair covers all applicable parts and labor. This warranty is given in lieu of any
other warranty express or implied. Senzors, Inc. explicitly disclaims any implied warranties of
merchantability and fitness for a particular purpose. There are no warranties, express or implied,
that extend beyond the description in this document.
THE SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS AGAINST SENZORS, INC., SHALL BE
THE WARRANTY DESCRIBED IN THIS DOCUMENT. ALL DAMAGES, DIRECT OR CONSEQUENTIAL, LIMITED
TO THE DESCRIBED WARRANTY ARE EXCLUDED.
Repairs
Unless otherwise requested in writing by the Buyer, all products returned to Senzors, Inc.
under the terms of the warranty will be checked and analyzed in order to determine the cause of
the default(s) claimed by the Buyer. A report will then be written pointing out the nature of
the default(s), the party responsible for the default(s) and the quotation of the repair.
If the expertise determine that the Buyer is responsible for the default(s) or if no default is
found, the cost of the expertise will be charged to the Buyer additionally to the eventual cost of the
repair. If the expertise implicates Senzors, Inc.'s responsibility, Senzors, Inc. will support
the cost of the expertise and the cost of the repair.
Once Buyer receives the report indicating the costs for the repair and if its
responsibility is pointed out, Buyer has to give its acknowledgment or its decision for the
repair in writing within 1 (one) month from the date of the report. If Senzors, Inc. does not
receive any acknowledgment within 1 (one) month from the date of the report or if Buyer
does not want the product(s) returned to be repaired, the cost of the expertise will be
charged to the Buyer and no repair will be done. Replaced parts become the property of
Senzors, Inc.
In case Buyer requests in writing no expertise, he accepts the responsibility
of the default(s) and accepts consequently to be charged of the cost of the repair.
Complaints
All claims or dispute must be made in writing to Senzors, Inc. a maximum of 8 (eight)
days from receipt of the goods. Written notice by registered mail must be received within 8 (eight)
days of discovering faults not previously apparent.
If the warranty claims are justified, Senzors, Inc. is free at his discretion to
repair, replace or credit. No further compensation for damages will be made.
Buyer cannot demand better characteristics to those described in our documentation
(for example a better linearity), even if better characteristics have previously been supplied on
former deliveries.
Any disputes or claims of Buyer must be initiated in a proper court or other
adjudicative body, as applicable, within one (1) year from the date of shipment by Senzors,
Inc., or its representative(s), or such claim shall be deemed invalid or expired and cannot be
renewed. To the extent allowed, this limitations period shall trump any applicable statutory
limitations period that may state a longer period.
Limitation of responsibility
Our responsibility concerns the correct function of our products only. It
cannot be extended to the whole system in which they are used. Our responsibility is limited
to the replacement, repair or reimbursement of the goods we accept as defective or non-
conforming, any indirect loss or damage excepted. The claim must be made in writing 8 (eight)
days from receipt of the goods.
Place of jurisdiction / Applicable law
The contract made by acceptance of this offer shall be deemed made in the State of
Delaware and shall be governed by and construed in accordance with the laws of that state without
reference to or application of any conflicts of laws principles and without consideration of the
place of execution.
Buyer expressly agrees to the subject matter and personal jurisdiction of the
Circuit Courts for the City of Dover, Delaware
Assignment
Neither this offer nor any contract resulting therefrom may be assigned or
transferred in whole or part without the prior written consent of Senzors, Inc. No assignment
or transfer in violation of this provision shall be valid or binding on Senzors, Inc.
Attorney's Fees
Upon any breach of this Agreement, attorney's fees and costs
of the substantially prevailing party, whether by litigation or settlement, shall be paid by
the breaching party.
| 
