ILLINOIS PROCESS EQUIPMENT GENERAL TERMS AND CONDITIONS OF SALE
These general terms and conditions of sale (along with any directly associated written Seller specification
or quotation) exclusively will govern the sale by Seller of all goods and services (including without
limitation, hardware, training, programming, maintenance, engineering, parts and repair services
collectively, the “Products”) furnished hereunder. No addition or modification to these terms and
conditions will be binding on Seller unless agreed to in writing and signed by an authorized representative
at Seller’s headquarters. Seller objects to other terms and conditions that may be proposed by the
customer not otherwise consistent with these or other terms and conditions set forth in Seller’s written
specification, quotation, or order acknowledgment.
A. STANDARD 2% 10 days, Net thirty (30) days from date of invoice with ongoing approved credit
as determined by Seller. Seller reserves the right to suspend any further performance under this
agreement or otherwise in the event payment is not made when due. No payment by offset is
permitted unless approved by Seller.
B. SPECIAL PROJECTS
a. 25% Prepayment at time of order
b. 25% Prior to Product Shipment
c. 50% Net thirty (30) days from date of Invoice
Delivery terms are Ex Works with respect to shipping costs, risk of loss and title transfer, except that title
to all intellectual property rights associated with the Products remains with Seller. Acknowledged shipping
dates are approximate only and based on prompt receipt of all necessary information from the customer.
A. HARDWARE: Seller warrants for a period of one (1) year from the date of invoice from Seller that
hardware Products furnished hereunder will be free from defects in material, workmanship, and design.
Repaired or replacement Products provided under warranty are similarly warranted for a period of six (6)
months from the date of shipment to Customer or the remainder of the original warranty term, whichever
is longer. In the event original manufacturer provides a warranty for a period longer than Seller warrants,
the original manufacturer’s warranty period will be honored.
B. CUSTOMER SPECIFICATIONS: Seller does not warrant and will not be liable for any design,
materials or construction criteria furnished or specified by Customer and incorporated into the Products or
for Products made by or sourced from other manufacturers or vendors specified by Customer. Any
warranty applicable to such Customer-specified Products will be limited solely to the warranty, if any,
extended by the original manufacturer of vendor other than Seller to the extent permissible there under.
C. REMEDIES: Satisfaction of the above warranties will be limited, at Seller’s option, to the replacement,
repair, re-performance or modification of, or issuance of a credit for the purchase price of the Products
involved, and where applicable, only after the return of such Products with Seller’s consent. Replacement
Products may be new or reconditioned. Any warranty service (consisting of time, travel and expenses
related to such services) performed other than at Seller’s factory, will be at Customer’s expense.
D. GENERAL: Warranty satisfaction is available only if (a) Seller is promptly notified in writing and (b)
Seller‘s examination discloses, to its satisfaction, that any alleged defect has not been caused by misuse,
neglect; improper installation, operation, maintenance, repair, alteration or modification; accident, or
unusual deterioration or degradation of the Products or parts thereof due to physical environment or
electrical or electromagnetic noise environment.
E. THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER
EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR PERFORMANCE OR
APPLICATION WARRANTIES, AND EXTEND ONLY TO CUSTOMERS PURCHASING FROM
LIMIT OF LIABILITY – IN NO EVENT WILL SELLER BE LIABLE FOR INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND. SELLER’S MAXIMUM CUMULATIVE LIABILITY
RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING THAT WITH RESPECT TO
DIRECT DAMAGES AND OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED,
WILL NOT EXCEED THE COST OF THE PRODUCTS GIVING RISE TO THE CLAIM OR LIABILITY.
ANY ACTION AGAINST SELLER MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE
CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL
APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION OF THE AGREEMENT AND
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND
FURTHER WILL EXTEND TO THE BENEFIT OF SELLER’S VENDORS, APPOINTED DISTRIBUTORS
AND OTHER AUTHORIZED RESELLERS AS THIRD-PARTY BENEFICIARIES. EACH PROVISION IN
THE AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF
WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT
OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH. IN NO EVENT SHALL THIS
WARRANTY BE ASIGNABLE TO ANY THIRD-PARTY.
PACKING & MARKING
Customer-specified packing or marking may be subject to additional charges not otherwise included in
the price of the Products.
WEIGHTS AND DIMENSIONS
Published weights and dimensions are estimates or approximate only and are not warranted.
Written quotations are valid for 30 days from issue unless otherwise stated. Verbal quotations expire the
same day they are made. All typographical and clerical errors are subject to correction.
Prices and other information shown in any Seller publication (including product catalogs and brochures)
are subject to change without notice and confirmation by specific quotation. Such publications are not
offers to sell and are maintained only as a source of general information. The customer will pay or
reimburse Seller for all sales, use, excise, or similar taxes. Products comprised of time and material
services will be provided in accordance with Seller‘s published service rates (including applicable
overtime and travel expenses) in effect as of the date such services are provided, unless otherwise
confirmed by Seller’s written quotation or order acknowledgment. Billable service time includes travel time
to and from the job site and all time Seller’s representatives are available for work and waiting (whether
on or off the job site) to perform the services.
Customer-requested order changes, including those affecting the identity, scope, and delivery of the
Products, must be documented in writing and are subject to Seller’s prior approval and adjustments in
price, scheduling and other affected terms and conditions. In any event, Seller reserves the right to reject
any change that it deems unsafe, technically inadvisable, or inconsistent with established engineering or
quality guidelines and standards, or incompatible with Seller’s design or manufacturing capabilities.
All returns of Products will be subject to prior Seller approval. Non-warranty returns of unused and salable
Products for credit will be subject to Seller’s return policies in effect at the time, including applicable
restocking charges and other conditions of return. Products returned under warranty must be properly
packed and shipped to Seller-specified locations. Shipping containers must be clearly marked per Seller’s
instruction and shipped freight prepaid by the customer.
An order may be canceled by the customer prior to shipment only by written notice and upon payment to
Seller of reasonable cancellation and restocking charges, including reimbursement for direct costs, plus
allowances for disruption. Cancellation charges associated with orders for custom Products or Products
specifically manufactured to the customer’s specification may equal the actual selling price of the
Products. Seller has the right to cancel an order for cause at any time by written notice, and Seller will be
entitled to cancellation and restocking charges as identified above. No termination by the customer for
cause will be effective unless and until Seller has failed to correct such alleged cause within sixty (60)
days after receipt of the customer’s written notice specifying such cause.
Seller will not be liable for any loss, damage or delay arising out of its failure to perform hereunder due to
causes beyond its reasonable control, including without limitation, acts of God or the customer, acts of
civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in
transportation, or transportation embargoes. In the event of any such delay, Seller’s performance date(s)
will be extended for that length of time as may be reasonably necessary to compensate for the delay.
GOVERNMENT CLAUSES AND CONTRACTS
No government contract regulations or clauses will apply to the Products or this agreement or act to bind
Seller unless specifically agreed to by Seller in writing at Seller’s headquarters. Products sold or licensed
hereunder are not intended to be used, nor should they be used, in any nuclear-related application either
as a “Basic Component” under 10 CFR 21 (United States NRC) or otherwise under similar nuclear laws
and regulations of this or any other country.
Products and associated materials under this agreement may be subject to various export laws and
regulations. It is the responsibility of the exporter to comply with all such laws and regulations.
The parties will attempt in good faith promptly to resolve any dispute arising out of this agreement by
negotiations between representatives who have authority to settle the controversy. If unsuccessful, the
parties further will attempt in good faith to settle the dispute by non-binding third party mediation, with
fees and expenses of such mediation apportioned equally to each side. Any dispute not so resolved by
negotiation or mediation may then be submitted to a court of competent jurisdiction in accordance with
the terms of this agreement. These procedures are the exclusive procedures for the resolution of all such
disputes between the parties.
This agreement and all disputes arising there under will be governed by and interpreted in accordance
with the internal laws of the state, province, or other governmental jurisdiction in which Seller’s principal
place of business resides.
This agreement may not be assigned by either party without the written consent of the other, however,
consent will not be required for internal transfers and assignments as between Seller and its parent
corporations, subsidiaries or affiliates as part of a consolidation, merger or other form of corporate
reorganization. Any attempted assignment shall render the assignment null and void.