ELECTRO ARC (AMES) CUSTOMER ON-LINE TERMS and CONDITIONS
PLEASE READ CAREFULLY: UNLESS YOU AS THE CUSTOMER HAVE ANOTHER
VALID AGREEMENT APPLICABLE TO THIS PURCHASE, OR UNLESS THE ELECTRO
ARC (AMES) ELECTRONIC STORE SPECIFIES DIFFERING OR ADDITIONAL TERMS
FOR A SPECIFIC PRODUCT OR SUPPORT, THE FOLLOWING ELECTRO ARC (AMES)
CUSTOMER TERMS AND ANY ELECTRO ARC (AMES) SITE SPECIFIED TERMS WILL
GOVERN PURCHASES MADE HEREUNDER.
BY USING THE ELECTRO ARC (AMES) WEBSITE OR BY CHOOSING THE “I ACCEPT”
OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THESE TERMS MAY
BE DISPLAYED, YOU AGREE TO THE TERMS BELOW. IF YOU ARE ACCEPTING
THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER
LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL
AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE
TERMS.
Parties. These terms represent the agreement (“Agreement”) that governs the purchase of
products and services from the Electro Arc Manufacturing by the Customer.
1. Orders. “Order” means the accepted order including any supporting material which
the parties identify as incorporated either by attachment or reference (“Supporting
Material”). Supporting Material may include (as examples) product lists, product
specifications, standard or negotiated service descriptions, data sheets, manuals and their
supplements, and statements of work (SOWs), published warranties and service level
agreements, and may be available to Customer in hard copy.
2. Order Arrangements. Customer may place orders with ELECTRO ARC (AMES)
through our website, or by letter, phone, fax or e-mail. Where appropriate, orders may
specify a delivery date.
3. Prices and Taxes. Prices will be as quoted in writing by ELECTRO ARC (AMES) or,
in the absence of a written quote, as set out on our website or published list price at the
time an order is submitted to Electro Arc. Prices are exclusive of taxes, duties, and fees
(including installation, training, shipping and handling) unless otherwise quoted.
4. Invoices and Payment. Customer agrees to pay all invoiced amounts within thirty (30)
days of Electro Arc’s invoice date. ELECTRO ARC (AMES) may suspend or cancel
performance of open Orders or services if Customer fails to make payments when due.
All website orders must be paid in advance via credit card. Customer out of the United
States, United Kingdom and Canada need to make advance payment arrangements.
5. Title. Risk of loss or damage and title for products will pass upon delivery to Customer
or its designee. Where permitted by law, Electro Arc retains a security interest in
products sold until full payment is received.
6. Delivery. Electro Arc will use all commercially reasonable efforts to deliver products in a
timely manner.
7. Eligibility. Electro Arc’s service, support and warranty commitments do not cover claims
resulting from:
1. improper use, site preparation or site or environmental conditions or other noncompliance with applicable Supporting Material;
2. Modifications or improper system maintenance or calibration not performed by
ELECTRO ARC (AMES) or authorized by ELECTRO ARC (AMES);
3. abuse, negligence, accident, fire or water damage, electrical disturbances,
transportation by Customer, or other causes beyond Electro Arc’s control.
8. Product Warranty Claims. When we receive a valid warranty claim for any ELECTRO
ARC (AMES) product, Electro Arc will either repair the relevant defect or replace the
product. If ELECTRO ARC (AMES) is unable to complete the repair or replace the
product within a reasonable time, Customer will be entitled to a full refund upon the
prompt return of the product to Electro Arc.
9. Remedies. This Agreement states all remedies for warranty claims. To the extent
permitted by law, ELECTRO ARC (AMES) disclaims all other warranties.
10. Intellectual Property Rights. No transfer of ownership of any intellectual property will
occur under this Agreement. Customer grants ELECTRO ARC (AMES) a non-exclusive,
worldwide, royalty-free right and license to any intellectual property that is necessary for
ELECTRO ARC (AMES) and its designees to perform the ordered services.
11. Intellectual Property Rights Infringement. ELECTRO ARC (AMES) will defend
and/or settle any claims against Customer that allege that an ELECTRO ARC (AMES)
-branded product or service as supplied under this Agreement infringes the intellectual
property rights of a third party. ELECTRO ARC (AMES) will rely on Customer’s
prompt notification of the claim and cooperation with our defense. ELECTRO ARC
(AMES) may modify the product or service so as to be non-infringing and materially
equivalent, or we may procure a license. If these options are not available, we will refund
to Customer the amount paid for the affected product in the first year or the depreciated
value thereafter or, the balance of any pre-paid amount. ELECTRO ARC (AMES) is not
responsible for claims resulting from any unauthorized use of the products or services.
12. Global Trade compliance. Products and services provided under these terms are for
Customer’s internal use and not for further commercialization. If Customer exports,
imports or otherwise transfers products and/or deliverables provided under these terms,
Customer will be responsible for complying with applicable laws and regulations and for
obtaining any required export or import authorizations. ELECTRO ARC (AMES) may
suspend its performance under this Agreement to the extent required by laws applicable
to either party.
13. Limitation of Liability. ELECTRO ARC (AMES)’s liability to Customer under this
Agreement is limited to the greater of $50,000 or the amount payable by Customer to
ELECTRO ARC (AMES) for the relevant Order. Neither Customer nor ELECTRO ARC
(AMES) will be liable for lost revenues or profits, downtime costs, loss or damage direct
or indirect, special or consequential costs or damages. This provision does not limit either
party’s liability for: unauthorized use of intellectual property, death or bodily injury
caused by their negligence; acts of fraud; wilful repudiation of the Agreement; nor any
liability which may not be excluded or limited by applicable law.
14. Force Majeure. Neither party will be liable for performance delays nor for nonperformance due to causes beyond its reasonable control, except for payment obligations.
15. Termination. Either party may terminate this Agreement on written notice if the other
fails to meet any material obligation and fails to remedy the breach within a reasonable
period after being notified in writing of the details. If either party becomes insolvent,
unable to pay debts when due, files for or is subject to bankruptcy or receivership
or asset assignment, the other party may terminate this Agreement and cancel any
unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond
termination or expiration of the Agreement will remain in effect until fulfilled and will
apply to both parties’ respective successors and permitted assigns.
16. General. This Agreement represents our entire understanding with respect to its
subject matter and supersedes any previous communication or agreements that may
exist. Modifications to the Agreement will be made only through a written amendment
signed by both parties. The Agreement will be governed by the laws of the country of
ELECTRO ARC (AMES) or the ELECTRO ARC (AMES) Affiliate accepting the Order
and the courts of that locale will have jurisdiction, however, ELECTRO ARC (AMES)
or its Affiliate may, bring suit for payment in the country where the Customer Affiliate
that placed the Order is located. Customer and ELECTRO ARC (AMES) agree that the
United Nations Convention on Contracts for the International Sale of Goods will not
apply. Claims arising or raised in the United States will be governed by the laws of the
state of Michigan, excluding rules as to choice and conflict of law.
• Cancellation. All sales are final. No order cancellations.
• Additional Services. Additional services performed by ELECTRO ARC (AMES)
at your request, and will be chargeable at the applicable service rates.
• Replacement Parts. Parts provided may be whole unit replacements, or be new
or functionally equivalent to new in performance and reliability and warranted as
new. Replaced parts become the property of ELECTRO ARC (AMES), unless
ELECTRO ARC (AMES) agrees otherwise and you pay any applicable charges.