Order-Matic Terms and Conditions of Sale
ORDER-MATIC ELECTRONICS CORPORATION (OMC)
GENERAL TERMS AND CONDITIONS OF SALE
1. GENERAL TERMS. This sale is limited to the terms and conditions specified herein and on the OMC Sales Contract and Invoice. OMC does not agree to any proposed additions, alterations, or deletions by Purchaser. Any other statement or writing of Purchaser will not alter, add to, or otherwise affect these terms or conditions. Prices are subject to change by OMC to those in effect at the time of shipment, and/or to reflect changes that may occur in tariff freight rates (if used in determining delivered prices). Unless specifically set forth herein, prices do not include sales, use, excise, or other taxes or customs duties, installation, wiring, mileage, menu overlays or shipping costs, which, if applicable, shall be the sole liability of, and shall be paid by, Purchaser. All products purchased from OMC shall be used for business purposes only and not for personal, family, or household purposes. Unless otherwise specified, payment shall be in United States funds and delivery shall be F.O.B. place of manufacture (Oklahoma City, Oklahoma). Purchaser assumes the risk of, and OMC shall not be liable for, any loss or damage after such delivery. Purchaser shall be liable to OMC for any unpaid balance of the purchase price irrespective of any loss or damage after such delivery.
2. PAYMENT TERMS. Unless set forth otherwise herein, and subject to credit approval, payment in full is due on or before date of shipment. Past due payments bear interest at 2% per month from their due date or the maximum permitted by law if a lesser amount. Any amount over 31 days past due will receive a past due notice requesting payment and such account may be placed on COD status. Any amount over 61 days past due may affect your open credit line with OMC and such account will be placed on COD status. Should it become necessary for OMC to enforce collection of any amount due by legal proceeding or otherwise, Purchaser agrees to pay all fees, including, but not limited to, legal fees, and to pay all expenses associated with collection.
3. SECURITY INTEREST. This document shall constitute a security agreement between Purchaser and OMC to the extent allowed by law. Until payment is received by OMC in full, OMC shall have a continuing security interest in the goods purchased, wherever located, together with all after-acquired property of like or similar kind, all accessions, accessories, replacements, products and proceeds to secure all sums now or hereafter owing by purchaser to OMC, including future advances. Acceptance of partial payment by OMC shall not limit or alter its security interest in the products and materials shipped. Purchaser agrees to execute any and all reasonable documents and permits OMC to take whatever steps are necessary to perfect OMC’s security interest in the products and materials shipped to Purchaser by OMC.
4. PAYMENT DISCOUNTS. If there is any applicable early payment discount, sales, use or similar taxes are calculated on the pre-discount sales price.
5. ACCEPTANCE. Placement of an order with OMC signifies Purchaser’s offer to purchase and explicit acceptance of these terms and conditions. All orders must be accompanied with a deposit of twenty-five percent of the total order.
6. WARRANTY. Upon full payment by Purchaser, OMC warrants product of its own manufacture to be free of defects in materials and workmanship in accordance with the schedule attached hereto. OMC will repair or replace, at its sole option, any defective products covered by the above warranties. All electronic equipment and accessories not manufactured by OMC shall be covered solely by the factory warranty of the manufacturer. NO WARRANTY WILL BE IN EFFECT UNTIL PURCHASER HAS PAID IN FULL FOR THE GOODS PURCHASED.
7. WARRANTY LIMITATIONS. THE WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF THE CONDITION OF THE PRODUCTS, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OMC DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL OPERATE ERROR FREE OR THAT THEY WILL OPERATE UNINTERRUPTEDLY OR THAT THEY WILL OPERATE IN COMBINATION WITH EXISTING HARDWARE, INFRASTRUCTURE OR SYSTEMS; THAT THE PRODUCTS MAY NOT BE COMPROMISED OR CIRCUMVENTED; THAT THEY WILL PREVENT ANY LOSS OR INJURY BY ANY PERSON, OR OTHERWISE; OR THAT THEY WILL IN ALL CASES PROVIDE THE PROTECTION OR SERVE THE PURPOSE FOR WHICH THEY ARE PURCHASED. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. No representative of OMC is authorized to extend any additional warranty unless approved in writing by an executive officer of OMC. All warranties are limited to the original Purchaser and are not transferable. Purchaser is responsible for determining whether the OMC product is suitable for purchaser’s intended use. Because of the variety of factors which go into the selection of OMC products, some of which are uniquely within the user’s knowledge and control, it is essential that the purchaser evaluate OMC’s product to determine whether it is suitable for purchaser’s method of use. The warranties given by OMC do not cover, and OMC shall not be liable for, any conditions attributable to (1) acts of God, misuse, faulty installation, physical damage, vandalism, misapplication, normal wear and tear, extreme environmental conditions, chemical attack, lack of compliance with applicable instructions, inadequate or improper maintenance, negligence, accident, tampering, alteration, substitution of inferior quality component parts or (2) the incompatibility, improper design, manufacture, installation, operation or maintenance of products, accessories, equipment or materials not supplied by OMC.
8. LIMITATION OF LIABILITY. PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR LIABILITY OF ANY KIND WITH RESPECT TO THE PRODUCTS FURNISHED UNDER THIS AGREEMENT AND ANY OTHER PERFORMANCE BY OMC UNDER OR PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO THE REMEDY OF REPAIR OR REPLACEMENT, PROVIDED THAT IF REPAIR AND REPLACEMENT BECOME IMPRACTICABLE, THEN PURCHASER’S SOLE AND EXCLUSIVE REMEDY SHALL BE A FULL RETURN OF THE PURCHASE PRICE. OMC SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO PURCHASER OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSS OF USE, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, EVEN IF OMC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Purchaser agrees that OMC is not an insurer and no insurance coverage is offered herein. OMC is not assuming liability, and, therefore shall not be liable to Purchaser for any loss, personal injury or property damage sustained by Purchaser or any other party as a result of equipment failure, or any other cause whatsoever, unless such loss or damage was caused by OMC’s grossly negligent or intentional conduct. OMC is providing the Products for legal uses only by Purchaser. OMC is neither responsible nor liable for any unauthorized or illegal use of the Products by Purchaser or any other party. OMC is not liable for any loss resulting directly or indirectly from the failure of the customer to obtain any and all permits or site licenses required under local, state or federal law to deliver and install the products.
9. NOTICE. IN THE EVENT PURCHASER OR ANY NON-OMC APPROVED PERSON SERVICES, INSTALLS OR UPGRADES ANY OMC PRODUCTS OR ATTEMPTS TO DO SO, ANY AND ALL WARRANTIES SHALL BE VOID. ALL INSTALLATIONS REQUIRE AN ISOLATION/NOISE TRANSFORMER TO BE INSTALLED IN COMPLIANCE WITH THE NATIONAL ELECTRIC CODE PRIOR TO THE INSTALLATION. IF ANY OMC EQUIPMENT IS NOT INSTALLED TO AN ORANGE RECEPTACLE WITH A DEDICATED CIRCUIT AND ISOLATED GROUND ALL WARRANTIES ARE VOID.
10. DELIVERY. OMC shall not be liable for any delay directly or indirectly resulting from, or contributed to by, any circumstance beyond OMC’s control, including, but not limited to, an act of God, war or national emergency, fire, flood, explosion, inability to obtain necessary materials, any labor dispute or strikes (including those of carriers), or export, import, dollar exchange or other governmental regulations or restrictions. Purchaser may not cancel because of such a delay or for any other reason not the fault of OMC. All permits or site licenses required are the sole responsibility of the customer to obtain prior to installation of any OMC equipment. Failure to timely procure site license(s) required to comply with local, state or federal law may inhibit OMC’s ability to complete or deliver a product. OMC installation does not include installation of wire conduit, raceways or wire molding.
11. REPAIR AND REPLACEMENTS. Purchaser shall not return any products without OMC’s prior written approval. All Returns must be accompanied by a Return Authorization number. If Purchaser receives a replacement part as a result of a warranty claim, credit will not be issued until the defective part is received by OMC. On warranty exchanges, OMC will pay for reasonable shipping costs of return parts. All parts that are returned that are out of warranty are subject to an exchange or repair charge.
12. MISCELLANEOUS. Orders are subject to approval of OMC’s credit department. No employee, agent, or representative of OMC, except an executive officer, has the authority to vary any term hereof or to make any agreement or representation not incorporated herein. This order and these general terms and conditions shall be construed in accordance with the laws of the State of Oklahoma, U.S.A., except its choice of law rules.
13. SOFTWARE LICENSES. The execution of this document indicates Purchaser’s agreement to the terms and conditions contained in the License Agreements applicable to all software products included in this order. Copies of those License Agreements will be furnished with the software at the time of delivery. Copies are available for Purchaser’s review prior to execution of this document upon request to OMC.