21
Photoelectric Sensor with Built-in Amplifier E3Z
Certain Terms and Conditions of Sale
1 Offer; Acceptance. These terms and conditions (these ”Terms”) are deemed part of
all catalogs, manuals or other documents, whether electronic or in writing, relating
to the sale of goods or services (collectively, the ”Goods”) by Omron Electronics
LLC and its subsidiary companies (“Seller”). Seller hereby objects to any terms or
conditions proposed in Buyer’s purchase order or other documents which are in-
consistent with, or in addition to, these Terms. Please contact your Omron repre-
sentative to confirm any additional terms for sales from your Omron company.
2 Prices. All prices stated are current, subject to change without notice by Seller.
Buyer agrees to pay the price in effect at time of shipment.
3 Discounts. Cash discounts, if any, will apply only on the net amount of invoices sent
to Buyer after deducting transportation charges, taxes and duties, and will be al-
lowed only if (i) the invoice is paid according to Seller’s payment terms and (ii) Buy-
er has no past due amounts owing to Seller.
4 Orders. Seller will accept no order less than $200 net billing.
5 Governmental Approvals. Buyer shall be responsible for, and shall bear all costs
involved in, obtaining any government approvals required for the importation or
sale of the Goods.
6 Taxes. All taxes, duties and other governmental charges (other than general real
property and income taxes), including any interest or penalties thereon, imposed
directly or indirectly on Seller or required to be collected directly or indirectly by Sell-
er for the manufacture, production, sale, delivery, importation, consumption or use
of the Goods sold hereunder (including customs duties and sales, excise, use, turn-
over and license taxes) shall be charged to and remitted by Buyer to Seller.
7 Financial. If the financial position of Buyer at any time becomes unsatisfactory to
Seller, Seller reserves the right to stop shipments or require satisfactory security or
payment in advance. If Buyer fails to make payment or otherwise comply with these
Terms or any related agreement, Seller may (without liability and in addition to other
remedies) cancel any unshipped portion of Goods sold hereunder and stop any
Goods in transit until Buyer pays all amounts, including amounts payable hereun-
der, whether or not then due, which are owing to it by Buyer. Buyer shall in any
event remain liable for all unpaid accounts.
8 Cancellation; Etc. Orders are not subject to rescheduling or cancellation unless
Buyer indemnifies Seller fully against all costs or expenses arising in connection
therewith.
9 Force Majeure. Seller shall not be liable for any delay or failure in delivery resulting
from causes beyond its control, including earthquakes, fires, floods, strikes or other
labor disputes, shortage of labor or materials, accidents to machinery, acts of sabo-
tage, riots, delay in or lack of transportation or the requirements of any government
authority.
10 Shipping; Delivery. Unless otherwise expressly agreed in writing by Seller:
a. Shipments shall be by a carrier selected by Seller;
b. Such carrier shall act as the agent of Buyer and delivery to such carrier shall
constitute delivery to Buyer;
c. All sales and shipments of Goods shall be FOB shipping point (unless other-
wise stated in writing by Seller), at which point title to and all risk of loss of the
Goods shall pass from Seller to Buyer, provided that Seller shall retain a se-
curity interest in the Goods until the full purchase price is paid by Buyer;
d. Delivery and shipping dates are estimates only.
e. Seller will package Goods as it deems proper for protection against normal
handling and extra charges apply to special conditions.
11 Claims. Any claim by Buyer against Seller for shortage or damage to the Goods
occurring before delivery to the carrier must be presented in writing to Seller
within 30 days of receipt of shipment and include the original transportation bill
signed by the carrier noting that the carrier received the Goods from Seller in
the condition claimed.
12 Warranties. (a) Exclusive Warranty. Seller’s exclusive warranty is that the
Goods will be free from defects in materials and workmanship for a period of
twelve months from the date of sale by Seller (or such other period expressed in
writing by Seller). Seller disclaims all other warranties, express or implied. (b)
Limitations. SELLER MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, ABOUT NON--INFRINGEMENT, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OF THE GOODS. BUYER
ACKNOWLEDGES THAT IT ALONE HAS DETERMINED THAT THE GOODS
WILL SUITABLY MEET THE REQUIREMENTS OF THEIR INTENDED USE.
Seller further disclaims all warranties and responsibility of any type for claims or
expenses based on infringement by the Goods or otherwise of any intellectual
property right. (c) Buyer Remedy. Seller’s sole obligation hereunder shall be to
replace (in the form originally shipped with Buyer responsible for labor charges
for removal or replacement thereof) the non--complying Good or, at Seller’s
election, to repay or credit Buyer an amount equal to the purchase price of the
Good; provided that in no event shall Seller be responsible for warranty, repair,
indemnity or any other claims or expenses regarding the Goods unless Seller’s
analysis confirms that the Goods were properly handled, stored, installed and
maintained and not subject to contamination, abuse, misuse or inappropriate
modification. Return of any goods by Buyer must be approved in writing by
Seller before shipment. Seller shall not be liable for the suitability or unsuitabil-
ity or the results from the use of Goods in combination with any electrical or
electronic components, circuits, system assemblies or any other materials or
substances or environments. Any advice, recommendations or information
given orally or in writing, are not to be construed as an amendment or addition
to the above warranty.
13 Damage Limits; Etc. SELLER SHALL NOT BE LIABLE FOR SPECIAL, INDI-
RECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR PRODUC-
TION OR COMMERCIAL LOSS IN ANY WAY CONNECTED WITH THE
GOODS, WHETHER SUCH CLAIM IS BASED IN CONTRACT, WARRANTY,
NEGLIGENCE OR STRICT LIABILITY. Further, in no event shall liability of
Seller exceed the individual price of the Good on which liability is asserted.
14 Indemnities. Buyer shall indemnify and hold harmless Seller, its affiliates and its
employees from and against all liabilities, losses, claims, costs and expenses
(including attorney’s fees and expenses) related to any claim, investigation,
litigation or proceeding (whether or not Seller is a party) which arises or is
alleged to arise from Buyer’s acts or omissions under these Terms or in any way
with respect to the Goods. Without limiting the foregoing, Buyer (at its own
expense) shall indemnify and hold harmless Seller and defend or settle any
action brought against Seller to the extent that it is based on a claim that any
Good made to Buyer specifications infringed intellectual property rights of
another party.
15 Property; Confidentiality. The intellectual property embodied in the Goods is the
exclusive property of Seller and its affiliates and Buyer shall not attempt to
duplicate it in any way without the written permission of Seller. Notwithstanding
any charges to Buyer for engineering or tooling, all engineering and tooling shall
remain the exclusive property of Seller.All information and materials supplied
by Seller to Buyer relating to the Goods are confidential and proprietary, and
Buyer shall limit distribution thereof to its trusted employees and strictly prevent
disclosure to any third party.
16 Miscellaneous. (a) Waiver. No failure or delay by Seller in exercising any right
and no course of dealing between Buyer and Seller shall operate as a waiver of
rights by Seller. (b) Assignment. Buyer may not assign its rights hereunder
without Seller’s written consent. (c) Amendment. These Terms constitute the
entire agreement between Buyer and Seller relating to the Goods, and no
provision may be changed or waived unless in writing signed by the parties. (d)
Severability. If any provision hereof is rendered ineffective or invalid, such
provision shall not invalidate any other provision. (e) Setoff. Buyer shall have
no right to set off any amounts against the amount owing in respect of this
invoice. (f) As used herein, “including” means “including without limitation”.
Certain Precautions on Specifications and Use
1. Suitability of Use. Seller shall not be responsible for conformity with any stan-
dards, codes or regulations which apply to the combination of the Good in the
Buyer’s application or use of the Good. At Buyer’s request, Seller will provide
applicable third party certification documents identifying ratings and limitations
of use which apply to the Good. This information by itself is not sufficient for a
complete determination of the suitability of the Good in combination with the end
product, machine, system, or other application or use. The following are some
examples of applications for which particular attention must be given. This is
not intended to be an exhaustive list of all possible uses of this Good, nor is it
intended to imply that the uses listed may be suitable for this Good:
(i) Outdoor use, uses involving potential chemical contamination or electrical
interference, or conditions or uses not described in this document.
(ii) Energy control systems, combustion systems, railroad systems, aviation
systems, medical equipment, amusement machines, vehicles, safety equip-
ment, and installations subject to separate industry or government regulations.
(iii) Systems, machines and equipment that could present a risk to life or prop-
erty. Please know and observe all prohibitions of use applicable to this Good.
NEVER USE THE PRODUCT FOR AN APPLICATION INVOLVING SERIOUS
RISK TO LIFE OR PROPERTY WITHOUT ENSURING THAT THE SYSTEM
AS A WHOLE HAS BEEN DESIGNED TO ADDRESS THE RISKS, AND THAT
THE SELLER’S PRODUCT IS PROPERLY RATED AND INSTALLED FOR
THE INTENDED USE WITHIN THE OVERALL EQUIPMENT OR SYSTEM.
2. Programmable Products. Seller shall not be responsible for the user’s program-
ming of a programmable Good, or any consequence thereof.
3. Performance Data. Performance data given in this catalog is provided as a
guide for the user in determining suitability and does not constitute a warranty.
It may represent the result of Seller’s test conditions, and the user must corre-
late it to actual application requirements. Actual performance is subject to the
Seller’s Warranty and Limitations of Liability.
4. Change in Specifications. Product specifications and accessories may be
changed at any time based on improvements and other reasons. It is our prac-
tice to change part numbers when published ratings or features are changed, or
when significant construction changes are made. However, some specifications
of the Good may be changed without any notice. When in doubt, special part
numbers may be assigned to fix or establish key specifications for your applica-
tion. Please consult with your Seller’s representative at any time to confirm
actual specifications of purchased Good.
5. Errors and Omissions. The information in this catalog has been carefully
checked and is believed to be accurate; however, no responsibility is assumed
for clerical, typographical or proofreading errors, or omissions.