CONDITIONS OF SERVICES
Questions about the terms of service should be sent to us at firstname.lastname@example.org.
All prices are based on anticipated continuous production and shipment as scheduled. Changes in the shipment schedule made by Buyer will result in products being invoiced at the price in effect at the time of shipment. Prices are for products of the design and material listed in the specifications.
TERMS OF PAYMENT
All orders are subject to approval of the credit department and full or partial payment may be required in advance. All invoices are due within thirty (30) days of shipping date. Payments are to be in U.S. dollars and made to HSI Sensing, 3100 Norge Road, Chickasha, OK 73018.
PAST DUE PAYMENTS
Unpaid invoices are past due and in default when not paid as provided in paragraph 2. A late charge of the less of 1-1/2% per month or the maximum allowed interest will be imposed on past due amounts. When any invoice becomes sixty (60) days old, legal or other appropriate action will be taken to collect the entire account balance. The customer agrees company will indemnify HSI Sensing for all expenses incurred in connection with collection of past due amounts.
Sales are considered to be taxable, unless otherwise specifically exempt. Tax will be added to all invoices unless an Exemption Certificate, acceptable to the appropriate tax authority, is in the possession of HSI Sensing, prior to delivery. Purchaser shall reimburse HSI Sensing, prior to delivery. Purchaser shall reimburse HSI Sensing, for any sales, use occupation, excise or similar tax that may be imposed upon HSI Sensing, for any reason, arising out of or in connection with its sales to Purchaser.
No order may be cancelled by Purchaser except upon written consent of HSI Sensing, and upon payment by Purchaser of all costs arising in connection with the order. HSI Sensing reserves the right, subject to sixty days (60) prior written notice, to modify or cancel all or a portion of a Purchase Order, as HSI deems necessary, including modifying price terms.
Pricing for this order is FOB Chickasha, Oklahoma. Shipping charges will be prepaid by shipper and charged to Purchaser’s invoice.
MATERIAL DAMAGED IN TRANSIT
Purchaser shall inspect shipments upon receipt from common carriers and in the event of damage or loss shall promptly file a claim against the carrier. If the customer is in urgent need of replacements for damaged or lost material, he should give HSI Sensing a new order marked as follows: “For replacement of material damaged in transit.” Purchaser shall pay the invoice for such replacements and request a duplicate receipt to facilitate filing the claim against the carrier.
RETURN OF NEW MATERIAL
No material shall be returned without written authorization and shipping instructions first having been obtained from HSI Sensing. Permission to return an item is in the sole discretion of HSI Sensing and may be exercised arbitrarily. Any item for which permission is granted to return the item must be returned freight prepaid and will be subject to a 20% re-stocking charge, $50 minimum. The return ticket must show the invoice number and date on which each item was purchased. Items of special manufacture are not returnable. MATERIAL RETURNED WITHOUT WRITTEN AUTHORIZATION WILL NOT BE ACCEPTED.
LIMITED WARRANTY AND LIABILITY
HSI Sensing (“HSI”) hereby expressly warrants its products to be free from defects in material and workmanship under normal use for a period of 30 days from the date of sale to Purchaser. This warranty extends to the original Purchaser only. This limited warranty does not cover damage caused by accident, unreasonable use or modifications. HSI’s sole obligation under this limited warranty and the purchaser’s exclusive remedy is limited to the repair or replacement, without charge, FOB shipping point of any defective products or parts of products (excluding any labor or installation) which HSI, after inspection, has determined to be defective; provided that (1) Purchaser immediately notifies HSI in writing upon the discovery of any claimed defect and (2) the product is returned, freight prepaid to HSI, FOB shipping point. Purchaser must contact HSI within the warranty period to obtain warranty service and provide documentation of the installation and use of the product in strict compliance with HSI’s recommended practices and guidelines. HSI is not responsible for costs incurred in repairing or replacing defective products without HSI warranty service authorization. HSI EXCLUDES LIABILITY, WHETHER BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR ANY DAMAGE TO PURCHASER’S OR OTHER END USER’S EQUIPMENT OR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR OTHER FINCANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, OR FAILURE OF THE PRODUCTS, EVEN IF HSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER OF LIABILITY SHALL NOT BE AFFECTED EVEN IF ANY REMEDY PROVIDED HEREIN FAILS ITS ESSENTIAL PURPOSE. Purchaser shall indemnify and hold HSI harmless from and against all claims of loss or damage other than the cost of repair or replacement of its products or parts of products, as described above. Purchaser acknowledges and agrees that the above warranty is in addition to and not in replacement of any warranty provided by the original manufacturer of any components used by HSI in manufacturing the products sold to Purchaser. HSI assumes no liability for warranties granted by the original manufacturer. HSI MAKES NO EXPRESS OR IMPLIED WARRANTIES OTHER THAN AS SPECIFICALLY SET OUT IN THIS SECTION. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS SECTION, ALL PRODUCTS ARE SOLD “AS IS” “WITH ALL FAULTS” AND THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, COMPLIANCE WITH DESCRIPTION AND NONINFRINGMENT IN CONNECTION WITH ANY SALE. Purchaser acknowledges and agrees that it must perform adequate engineering and quality control to assure that the product is suitable for Purchaser’s application. HSI shall not be responsible or liable to Purchaser, any third party or end user, or for design assembly or end use of Purchaser’s product. Upon accepting the product from HSI, Purchaser assumes full responsibility for use of and care of the product. No statement, agreement, representation, promise or understanding, oral or written, made by HSI or its agent, representative or employee, that is not contained in these terms and conditions will be recognized or enforceable or binding upon HSI. PURCHASER AGREES THERE ARE NO UNDERSTANDINGS OR UNDERTAKINGS OF ANY KIND WITH RESPECT TO THE PRODUCTS OR ANY PART THEREOF NOT EXPRESSLY SET FORTH AND CONTAINED IN THESE TERMS AND CONDITIONS. If any provision of this Section is held to be illegal or unenforceable by any court or competent jurisdiction, the remaining provisions shall remain effective. Some states or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers or the limitation of liability for personal injury, so the limitations and exclusions above may be limited in their applications to Purchaser. When the implied warranties cannot be excluded in their entirety, they will be limited to the duration of the written warranty. This warranty gives Purchaser specific legal rights that may vary depending upon local law. Any action for breach of this the limited warranty contained in this Section must be commenced within one (1) year after the product is delivered to Purchaser.
HSI Sensing will not be responsible for any delay or failure in performance caused by circumstances beyond the reasonable control of HSI Sensing and affecting them, their suppliers, or others, including but not limited to the following: acts of God, riots, embargoes, epidemic, pandemic (including the COVID-19 pandemic) strikes or other concerted acts of workmen, casualties or accidents, delays in transportation, shortage of power, fuel, labor or materials. Force Majeure shall include (a) financial distress or the inability of HSI Sensing to avoid financial loss; (b) changes in market prices, labor, or conditions; or (c) HSI Sensing’s financial inability to perform its obligations hereunder. The Parties hereby acknowledge that the future impact of the COVID-19 pandemic on the industry are unforeseeable and shall be considered a Force Majeure Event to the extent that they prevent the performance of HSI Sensing obligations under this Agreement.
In the event of significant price increases of material, labor, equipment, or energy occurring during the performance of this Agreement through no fault of HSI Sensing, the terms of the Agreement shall be equitably adjusted upon sixty days (60) notice.
Purchaser shall hold HSI Sensing harmless from and release and not make claim or suit against HSI Sensing, Inc. because of any suits, claims, losses or other liability made against or suffered by Purchaser arising from any claim of or infringement of patent copyright, trademark or other proprietary right, at common law or claim of unfair trade or of unfair competition, resulting from or occasioned by Buyer’s use, possession, sale or delivery of the merchandise sold to Buyer by Seller.
If this quotation is accepted and Purchaser’s order form is used for the purpose, it is expressly agreed that the terms and conditions set forth in this HSI Sensing Order Acknowledgment Sale Agreement shall prevail insofar as the same may in any way conflict with the terms and conditions set forth in Purchaser’s order form or other Purchaser documents. The issuance of such order by Purchaser shall be deemed to denote Purchaser’s assent to the foregoing.
CHOICE OF LAW AND VENUE
This order shall be construed and interpreted according to the law of the State of Oklahoma, provided however, that is a Government Prime Contract number appears on the face of this Order or if the face of this Order otherwise indicates that this Order is placed under a Government Contract and the law of the State of Oklahoma is not dispositive, the federal common law of government contract shall govern as said law is enunciated and applied by federal judicial bodies, boards of contract appeals and quasi-judicial agencies of the Federal government. Any action to litigate or enforce any provision of this Agreement shall be brought in the District Court of Grady County, Oklahoma.
If any term, condition, or provision of this Agreement, or the application to any person or circumstance, shall be held to be invalid or unenforceable, then in each such event the remainder of this Agreement shall remain valid and enforceable to the fullest permitted by law.
A) Reed Switch Orders: No reed switch orders will be re-scheduled (pushed out) within 10 business days of the scheduled shipping date.
B) Modified Reed Switches: No modified reed switch orders will be re- scheduled (pushed out) within 15 business days of the scheduled
C) Proximity Sensor Orders: No proximity sensor orders will be re- scheduled (pushed out) within 25 business days of the scheduled
D) Re-scheduled Orders: Re- Scheduling any order regardless of the number of shipments is limited to a maximum of three within 12 months of the original P.O. date. Any order exceeding three re- schedules during the 12month period will be charged a $100 processing fee for
each line item that is re-scheduled.