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S!, T Industry
<br /> Standard Terms & Conditions of Sale June 1,2010(Rev.1)1 Legal
<br /> 1.Applicable Terms. These terms govern the sale of Products by Siemens.Whether these terms are included in an offer or an acceptance by Siemens,such offer or
<br /> acceptance is conditioned on Buyer's assent to these terms.Any additional,different or conflicting terms contained in Buyer's request for proposal,specifications,
<br /> purchase order or any other written or oral communication from Buyer shall not be binding in any way on Siemens.Siemens failure to object to any such additional,
<br /> different or conflicting terms shall not operate as a waiver of these terms.
<br /> 2.Pricing&Payment. The prices shall be:(a.)as stated in Siemens'proposal,or if none are stated,(b.)Siemens'standard prices in effect at the time of release for
<br /> shipment.In the event of a price increase or decrease,the price of Products on order shall be adjusted to reflect such increase or decrease.This does not apply to a
<br /> shipment held by request of Buyer.Products already shipped are not subject to price increase or decrease.Discounts,if any,are as specified on the latest discount
<br /> sheets issued from time to time.Cash discounts are not applicable to notes or trade acceptances,to prepaid transportation charges when added to Siemens'invoices
<br /> or to discountable items if there are undisputed past due items on the account.Cash discounts shall only be allowed on that portion of the invoice paid within the normal
<br /> discount period.
<br /> (a)Payment-Unless otherwise stated,all payments shall be net 30 days from invoice date payable in United States Dollars.
<br /> (b)Credit Approval-All orders are subject to credit approval by Siemens.The amount of credit or terms of payment may be changed or credit withdrawn by Siemens at
<br /> any time for any reason without advance notice.Siemens may,in its discretion,withhold further manufacture or shipment;require immediate cash payments for past
<br /> and future shipments;or require other security satisfactory to Siemens before further manufacture or shipment is made;and may,if shipment has been made,recover
<br /> the Products from the carrier,pending receipt of such assurances.
<br /> (c)Installment Shipment-If these terms require or authorize delivery of Products in separate shipments to be separately accepted by Buyer,Buyer may only refuse
<br /> such portion of such shipment that fails to comply with the requirements of these terms.Buyer may not refuse to receive any lot or portion of hereunder for failure of any
<br /> other lot or portion of a lot to be delivered or to comply with these terms,unless such right of refusal is expressly provided for on the face hereof.Buyer shall pay for
<br /> each lot in accordance with the terms hereof.Payment shall be made for the Products without regard to whether Buyer has made or may make any inspection of the
<br /> Products.Products held for Buyer are at Buyer's sole risk and expense.
<br /> (d)Taxes,Shipping,Packing,Handling-Except to the extent expressly stated in these terms,Siemens'prices do not include any freight,storage,insurance,taxes,
<br /> excises,fees,duties or other government charges related to the Product,and Buyer shall pay such amounts or reimburse Siemens for any amounts Siemens pays.If
<br /> Buyer claims a tax or other exemption or direct payment permit,it shall provide Siemens with a valid exemption certificate or permit and indemnify,defend and hold
<br /> Siemens harmless from any taxes,costs and penalties arising out of same.Siemens'prices include the costs of its standard domestic packing only.Any deviafion from
<br /> this standard packing(domestic or export),including U.S.Government sealed packing,shall result in extra charges.To determine such extra charges,consult
<br /> Siemens'sales offices.Any and all increases,changes,adjustments or surcharges(including,without limitation,fuel surcharges)which may be in connection with the
<br /> freight charges,rates or classification included as part of these terms,shall be for the Buyer's account.Orders of less than$400 are subject to a$25 handling fee.
<br /> (e)Finance Charge-Buyer agrees to pay FINANCE CHARGES on the unpaid balance of all overdue invoices,less any applicable payments and credits,from the date
<br /> each invoice is due and payable at an ANNUAL PERCENTAGE RATE of EIGHTEEN PERCENT(18%),or the highest applicable and lawful rate on such unpaid
<br /> balance,whichever is lower.
<br /> (f)Disputed Invoice-In the event Buyer disputes any portion or all of an invoice,it shall notify Siemens in writing of the amount in dispute and the reason for its
<br /> disagreement within 21 days of receipt of the invoice.The undisputed portion shall be paid when due,and FINANCE CHARGE on any unpaid portion shall accrue,from
<br /> the date due until the date of payment,to the extent that such amounts are finally determined to be payable to Siemens.
<br /> (g)Collection—Upon Buyer's default of these terms,Siemens may,in addition to any other rights or remedies at contract or law,subject to any cure right of Buyer,
<br /> declare the entire balance of Buyers account immediately due and payable or foreclose any security interest in Products delivered.If any unpaid balance is referred for
<br /> collection,Buyer agrees to pay Siemens,to the extent permitted by law,reasonable attorney fees in addition to all damages otherwise available,whether or not
<br /> litigation is commenced or prosecuted to final judgment,plus any court costs or expenses incurred by Siemens,and any FINANCE CHARGES accrued on any unpaid
<br /> balance owed by Buyer.
<br /> 3.Delivery;Title;Risk of Loss. Product shall be delivered F.O.B.Siemens point of shipment with title to the Product and risk of loss or damage for the Product
<br /> passing to Buyer at that point.Buyer shall be responsible for all transportation,insurance and related expenses including any associated taxes,duties or
<br /> documentation.Siemens may make partial shipments.Shipping dates are approximate only and Siemens shall not be liable for any loss or expense(consequential or
<br /> otherwise)incurred by Buyer or Buyer's customers if Siemens fails to meet the specified delivery schedule.A 5%handling charge will be added to the price for all
<br /> Product furnished from a local branch.
<br /> 4.Deferment and Cancellation. Buyer shall have no deferment rights and Buyer shall be liable for cancellation charges,which shall include without limitation a)
<br /> payment of the full product price for any finished Product or works in progress;b)payment for raw materials ordered pursuant to a firm purchase order;and c)such
<br /> other direct costs incurred by Siemens as a result of such cancellation.
<br /> 5.Force Majeure/Delays. If Siemens suffers delay in performance due to any cause beyond its reasonable control,including without limitation acts of God,strikes,
<br /> labor shortage or disturbance,fire,accident,war or civil disturbance,delays of carriers,failure of normal sources of supply,or acts of government,the time of
<br /> performance shall be extended a period of time equal to the period of the delay and its consequences.Siemens will give to Buyer notice within a reasonable time after
<br /> Siemens becomes aware of any such delay
<br /> 6.Buyer's Requirements. Timely performance by Siemens is contingent upon Buyer's supplying to Siemens all required technical information and data,including
<br /> drawing approvals,and all required commercial documentation.
<br /> 7.Limited Warranty. (a.)Limited Product Warranty Statements.For each Product purchased from Siemens or an authorized reseller,Siemens makes the following
<br /> limited warranties:(i)the Product is free from defects in material and workmanship,(ii)the Product materially conforms to Siemens'specifications that are attached to,
<br /> or expressly incorporated by reference into,these terms,and(iii)at the time of delivery,Siemens has title to the Product free and clear of liens and encumbrances
<br /> (collectively,the"Limited Warranties").Warranties with respect to software which may be furnished by Seller as part of the Product,if any,are expressly set forth
<br /> elsewhere in these terms.The Limited Warranties set forth herein do not apply to any software fumished by Siemens.If software is furnished by Siemens,then the
<br /> attached Software License/Warranty,Addendum shall apply.
<br /> (b.)Conditions to the Limited Warranties.The Limited Warranties are conditioned on(i)Buyer storing,installing,operating and maintaining the Product in accordance
<br /> with Siemens'instructions,(ii)no repairs,modifications or alterations being made to the Product other than by Siemens or its authorized representatives,(iii)using the
<br /> Product within any conditions or in compliance with any parameters set forth in specifications that are attached to,or expressly incorporated by reference into,these
<br /> terms,(iv)Buyer discontinuing use of the Product after it has,or should have had,knowledge of any defect in the Product,(v)Buyer providing prompt written notice of
<br /> any warranty claims within the warranty period described below,(vi)at Siemens'discretion,Buyer either removing and shipping the Product or non-conforming part
<br /> thereof to Siemens,at Buyer's expense,or Buyer granting Siemens access to the Products at all reasonable times and locations to assess the warranty claims,and
<br /> (vii)Buyer not being in default of any payment obligation to Siemens under these terms.
<br /> (c.)Exclusions from Limited Warranty Coverage.The Limited Warranties specifically exclude any equipment comprising part of the Product that is not manufactured by
<br /> Siemens or not bearing its nameplate.To the extent permitted,Siemens herby assigns any warranties made to Siemens for such equipment.Siemens shall have no
<br /> liability to Buyer under any legal theory for such equipment or any related assignment of warranties.Additionally,any Product that is described as being experimental,
<br /> developmental,prototype,or pilot is specifically excluded from the Limited Warranties and is provided to Buyer"as is"with no warranties of any kind.Also excluded
<br /> from the Limited Warranties are normal wear and tear items including any expendable items that comprise part of the Product,such as fuses and light bulbs and lamps.
<br /> 1901 W Garden Rd Tel:+1-856-507-9000
<br /> Siemens Industry,Inc Vineland,NJ 08360 Fax:+1-856-507-4079
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