General-purpose Relay G2RS 11
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 writ-
ing, 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 inconsistent with, or in addition to, these Terms. Please
contact your Omron representative 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 allowed only if (i) the invoice is paid according to Seller's
payment terms and (ii) Buyer 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 impor-
tation 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 Seller for the manufacture, production, sale, delivery, importation,
consumption or use of the Goods sold hereunder (including customs duties
and sales, excise, use, turnover 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, includ-
ing amounts payable hereunder, 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
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 sabotage, 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 oth-
erwise 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
security 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 transporta-
tion 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, MERCHANTABIL-
ITY 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 other-
wise of any intellectual property right. (c) Buyer Remedy. Seller's sole obliga-
tion 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 contami-
nation, 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 unsuitability 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, inves-
tigation, 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
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. Notwithstand-
ing 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 propri-
etary, 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 pro-
vision 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
. 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
equipment, and installations subject to separate industry or government
(iii) Systems, machines and equipment that could present a risk to life or
property. Please know and observe all prohibitions of use applicable to
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 pro-
gramming 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 specifica-
tions 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
application. Please consult with your Seller's representative at any time to con-
firm 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.