ACCEPTANCE OF TERMS AND CONDITIONS
The following General Terms and Conditions of Sales, and referenced Terms and Conditions of Website Access are all terms of a legal agreement between any customer using this website to order products and services from Symcon Inc (herein, the "Company" or "Seller") relative to its industrial control and automation products, as well as third-party branded products from other manufacturers which may be made available for sale by way of this website. By using this website to purchase, the purchasing customer (herein, "Buyer") acknowledges having read, understands and agrees to be exclusively bound by these various terms and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations with respect to products and services purchased by way of this website. DO NOT USE THIS WEBSITE IF YOU DO NOT AGREE TO THESE TERMS.
This website is controlled and operated by Symcon Inc from its resident offices in Pineville, NC, United States of America. Any claim relating to use of this website or any resulting order placed with, or sale or service by the Company will be subject to the exclusive personal jurisdiction and venue of the state and federal courts located within North Carolina, United States of America.
GENERAL TERMS AND CONDITIONS OF SALE
1. GENERAL: These general terms and conditions of sale (along with any associated written specification, quotation and/or supplemental terms and conditions provided by Seller) exclusively will govern the sale by Seller of all goods and services (including without limitation parts and consumables, nickel stampers for vinyl record pressing, CD and DVD stampers, service, maintenance repair, installations, and remanufacturing services - hereinafter, "Products") furnished to Buyer hereunder, whether such sale is effected by paper-based transactions or via facsimile or other forms of electronic data interchange or electronic commerce, and represents the entire agreement between Buyer and Seller with respect thereto. When an order is received, this does not indicate that a contract exists between us. We will indicate acceptance of your order when we send an invoice. Buyer's receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its acceptance of these terms and conditions. No addition or modification to these terms and conditions will be binding on Seller unless agreed to in writing signed by an authorized representative at Seller's headquarters. Seller objects to and rejects other terms and conditions that may be proposed by Buyer or that appear on or are referenced in Buyer's purchase order or requisition that are in addition to or otherwise not consistent with the terms and conditions set forth or referenced herein. This clause is included in the case that a mistake has been made in pricing, or has inadvertently under-priced goods, or we are no longer able to supply a particular product for any reason. In the case of a change of price, we will always contact the buyer first to ensure that the price is acceptable.
2. TAX CHARGES: For orders made from within the State of North Carolina, a sales tax will be applied to all instate orders. All orders outside the State of North Carolina are deemed tax free; please make sure the tax is set at zero dollars when ordering. Any question or comments, please contact us for immediate resolution.
3. CREDIT CARD PAYMENTS: Seller accepts American Express, MasterCard and Visa. Seller will not charge for any item until it is ready for shipment. Credit Card Security - When the order is placed at Seller's website, the credit card numbers are encrypted using a 128 bit encryption. The numbers are only decrypted after they reach our server. They are not held in clear text on any website ever.
4. TERMS: Net thirty (30) days from date of invoice with ongoing approved credit as determined by Seller. Seller may render partial invoices and require progressive payments. Seller reserves the right to render invoices electronically and to receive payment by way of electronic funds transfer. Payment by credit card, when permitted, is subject to credit card validation and authorization both at time of agreement and immediately prior to shipment. Seller reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due. No payment by offset is permitted. Interest charges will be added to overdue invoices at the rate of 1.5% per month (subject to any limit imposed by applicable law).
5. FINANCE CHARGES: Calculation is done by applying the periodic rate to the "average daily balance" the account balance. To get the "average daily balance," Seller takes the beginning balance on your account each day and subtracts any payments or credits. This gives Seller the daily balance. Then, the Seller will add the daily balances for the billing cycle together and divide the total by the number of days in the billing cycle. This gives the Seller the "average daily balance". To determine the FINANCE CHARGE, first multiply the average daily balance by the Periodic Rate of .00049315 and then multiply that amount by the number of days in the billing cycle.
6. CANCELLATION: Seller may cancel your account and take away account privileges at any time for any reason. If an account is cancelled, Buyer agrees to immediately pay the outstanding balance on account in full including, without limitation, all FINANCE CHARGES and other fees and expenses due under this agreement.
7. RETURNED PAYMENTS: In the event a payment is made on the account and the payment is returned to Seller unpaid as a result of non-sufficient funds or otherwise, Buyer agrees to pay Seller a fee of $25.00 or 5% of the amount of the check whichever is greater.
8. COLLECTION COSTS: If the account is referred to outside collectors (including attorneys); Buyer agrees to pay Sellers reasonable collector's fees and costs not to exceed 25% of the amount owed on the account.
9. RESALE OF THIRD-PARTY BRANDED PRODUCTS AND SERVICES: NOTWITHSTANDING ANY OTHER PROVISION HEREIN, SELLER MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED RELATIVE TO ANY THIRD-PARTY BRANDED PRODUCT OR SERVICE (INCLUDING TRAINING) WHICH MAY BE RESOLD OR SUBLICENSED BY SELLER AS A DISCRETE ITEM HEREUNDER.
10. PACKING AND MARKING: Buyer-specified packing or marking may be subject to additional charges not otherwise included in the price of the Products.
11. PRICES: Prices and other information shown in any Seller publication (including product catalogs and brochures) are subject to change without notice and to confirmation by specific quotation. Such publications are not offers to sell and are maintained only as a source of general information. Prices do not include sales, use, excise, customs, value-added or similar taxes. Buyer will pay or reimburse Seller for all such taxes as may be applicable. 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.
12. CHANGES AND SUBSTITUTIONS: Buyer-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 (lead time) 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. Seller further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.
13. ORDER CANCELLATION: Cancellation by Buyer prior to shipment is permitted only by written notice and upon payment to Seller of reasonable cancellation, including reimbursement for direct costs. Cancellation charges associated with orders for custom Products 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. No termination by Buyer for cause will be effective unless and until Seller has failed to correct such alleged cause within forty five (45) days after receipt of Buyer's written notice specifying such cause.
14. FORCE MAJEURE: Seller will not be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of such delay, Seller's performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay.
15. GOVERNMENT CLAUSES AND CONTRACTS: Application of government contract regulations and clauses to the Products or the agreement evidenced by these terms and conditions are subject to the separate review and consent by an authorized representative at Seller's headquarters. Products sold hereunder are not intended to be used, nor should they be used, in any nuclear-related application either as a "Basic Component" as defined under United States nuclear regulations or under similar nuclear laws and regulations of any other country or otherwise.
16. EXPORT CONTROL: Products and associated materials supplied hereunder may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations. Notwithstanding any other provision herein to the contrary, in the event that U.S. or local law requires export authorization for the export or re-export of any Product or associated technology, no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date. In the event that any required export authorization is denied, Seller will be relieved of any further obligation relative to the sale and delivery of the Product(s) subject to such denial without liability of any kind relative to Buyer or any other party. Seller will not comply with boycott related requests except to the extent permitted by U.S. law and then only at Seller's discretion.
17. DISPUTES: The parties will attempt in good faith promptly to resolve any dispute arising hereunder by negotiations between representatives of the parties who have authority to settle the dispute. If unsuccessful, the parties further will attempt in good faith to settle the dispute by non-binding third-party mediation, with mediator fees and expenses 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 hereof. These procedures are the exclusive procedures for the resolution of all such disputes between the parties.
18. GOVERNING LAW AND FORUM: The agreement evidenced hereby and all disputes arising there under will be governed by and interpreted in accordance with the internal laws and will be subject to the exclusive jurisdiction of the courts of the state, province or other governmental jurisdiction in which Seller's principal place of business resides, but specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sales of Goods. Should any term or provision hereof be held wholly or partly invalid or unenforceable under applicable law, the remainder of the agreement evidenced hereby will not be affected thereby.
19. INDEMNITY: Buyer will indemnify Symcon Inc. against all liabilities for infringement of third party Intellectual Property Rights and copyright arising from our compliance with your instructions to us to process materials supplied by the buyer, and/or to supply stampers to the buyer, or arising from subsequent use of the stampers in any manner.
20. ASSIGNMENT: The agreement evidenced hereby may not be assigned by either party without the written consent of the other (which consent will not be unreasonably withheld). However, consent will not be required for internal transfers and assignments as between Seller and its parent company, subsidiaries or affiliates as part of a consolidation, merger or any other form of corporate reorganization.
21. DELIVERY: Delivery terms are Ex Works Seller's plant or warehouse (per current Inco terms) or as otherwise agreed to as evidenced by Seller's order acknowledgment. In all cases title transfers to Buyer upon the earlier of Seller's delivery to Buyer or receipt by the first carrier for transport to Buyer, except that title to all intellectual property rights associated with the Products remains with Seller or its suppliers and licensors. Usually product is shipped the same day of ordering unless there is a back-order situation. Normal Ground Shipping is 3 to 5 business days Domestic. International orders are generally received in 10 days pending custom clearance. Acknowledged shipping dates are approximate only and based on prompt receipt of all necessary information from Buyer. Seller disclaims all liability for late delivery. Where applicable any prepaid shipping charges from Seller will be billed as a separate invoice item.
22. REMITTANCE TERMS: Net thirty (30) days from date of invoice with ongoing approved credit as determined by Seller. Seller may render partial invoices and require progressive payments. Seller reserves the right to render invoices electronically and to receive payment by way of electronic funds transfer. Payment by credit card, when permitted, is subject to credit card validation and authorization both at time of agreement and immediately prior to shipment. Seller reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due. No payment by offset is permitted. Interest charges will be added to overdue invoices at the rate of 1.5% per month (subject to any limit imposed by applicable law).
23. OUTSTANDING PAYMENTS: Symcon Inc. may require the customer to pay any outstanding amounts before releasing their products.
24. BACK ORDERS: If an item is not in stock, Seller will back order the item(s) for you. This does not apply to SURPLUS items Buyer will always be notified with the option to cancel the order. Backordered items will be invoiced at time of shipment. Any back-ordered items paid with Credit Card will not be charged until shipped from the Seller's facility.
25. GENERAL WARRANTY:
(A) Product: Seller warrants that new Products furnished hereunder will be free from defects in material, workmanship and design for a period of thirty (30) days from the date of invoice from Seller.
(B) Non-Warranty Products: SYMCON INC intends the information contained in the SYMCON INC website to be accurate and reliable to be best of our professional knowledge. However, errors may occasionally occur. Therefore, all information and materials are provided "AS IS" with no warranty provided regarding absolute correctness or warranty for any specific fitness for purpose. In no event shall Symcon Inc be liable for any indirect, special, incidental, or consequential damages arising out of the use of the information contained in the Symcon Inc websites.
(C) Services: Seller warrants that Products comprised solely of services (i.e., on-site repair, engineering, training and custom services) will be performed by appropriately skilled personnel employed or retained by Seller.
(D) Buyer Specifications/Compatibility: Seller does not warrant and will not be liable for any design, materials, construction criteria or goods furnished or specified by Buyer (including that sourced from other manufacturers or vendors specified by Buyer). Any warranty applicable to such Buyer-specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. Seller does not warrant the compatibility of its Products with the goods of other manufacturers or Buyer's application except to the extent expressly represented in Seller's published specifications or written quotation.
(E) Remedies: Remedies under the above warranties will be limited at Seller's option to; replacement, repair, or issuance of a credit for the purchase price, of the Products involved, and where applicable, only after the return of such Products pursuant to Seller's instructions. Replacement Products may be new, remanufactured, refurbished or reconditioned at Seller's discretion. Buyer requested on-site warranty service (consisting of time, travel and expenses related to such services) will be at Buyer's expense. The foregoing will be the exclusive remedies for any breach of warranty or breach of contract arising there from.
(F) General: Warranty satisfaction is available only if; (a) Seller is provided prompt written notice of the warranty claim, and (b) Defects are not present in any lacquers or DMM masters, or metalwork supplied by the client. If you have supplied Lacquers or DMM masters, transferred metalwork we may require you to resupply these at your expense, and (c) Seller's examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, operation, alteration or modification by other than Seller; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment.
(G) Storage of Lacquers: Lacquers will be stored for two (2) months from the date we shipped the stampers made from them. After this 2-month period, we will dispose of them, unless within this time you have written to us and asked us to return them to you.
(H) Storage of Masters/Mothers: Masters, Fathers, and Mothers will be stored for six (6) years from the date of MFG. After this 6-year period, we will dispose of them, unless within this time you have written to us and asked us to return them to you.
THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR PERFORMANCE OR APPLICATION WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. Rights under the above warranties (subject to noted limitations) extend to Buyer's customers if Buyer is a Seller-appointed distributor for the Products.
DISCLAIMER AND LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. SELLER'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE COST OF THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY. SELLER DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF SELLER HEREUNDER. ANY ACTION AGAINST SELLER MUST BE BROUGHT WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION HEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF SELLER'S VENDORS, APPOINTED DISTRIBUTORS AND OTHER AUTHORIZED THIRD-PARTY BENEFICIARIES. EACH PROVISION HEREOF 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.
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