Terms and Conditions
Controlling Provisions: The terms and conditions and supplemental exhibits contained herein (the “Terms and Conditions”) shall supersede any provisions, terms, and conditions contained on any purchase order or other written form any direct buyer (“Buyer”) may use or provide (whether received by S.J. Electro Systems, Inc. or any of its subsidiaries or affiliates (collectively, “SJE”) prior or subsequent to the date hereof), and the rights of the parties shall be governed exclusively by the Terms and Conditions as described herein. SJE sells certain services, products, replacement parts and related software (collectively, the “Goods”). The purchase of the Goods is governed by the Terms and Conditions. Any communication by Buyer to SJE to purchase Goods will be treated by SJE as a request to purchase the Goods. The response, however communicated, will be understood by all parties as an agreement by SJE to sell to Buyer the requested Goods pursuant to the Terms and Conditions. SJE specifically opposes any terms or conditions that are in addition to or different from the Terms and Conditions, unless specifically agreed to in each instance in writing by SJE.
Quotations and Acceptance: Acceptance of a quotation, whether by a separate purchase order or by other means, shall constitute an acknowledgement and approval of the quotation as written and an acceptance of the Terms and Conditions. Written quotations shall expire on the date specified in the quotation or, in the absence of such specification, thirty (30) calendar days from the date issued. SJE may, by written notice, terminate a quotation at any time prior to acceptance. Any purchase order received after expiration of a quotation, which SJE honors, shall be subject to the Terms and Conditions. New orders are confirmed at the time of receipt. This confirmation will state the model or part number(s) and quantity being ordered, product pricing, ship to and bill to locations, method of payment and anticipated ship date. In the event of any questions regarding such order confirmation, Buyer should contact applicable Service Center as listed in attached exhibits.
Intellectual Property: All devices, patents, designs (including drawings, plans and specifications), software existing or to be developed, estimates, prices, notes, memos, summaries, electronic data and other documents or information prepared or disclosed by SJE shall remain the sole intellectual property of SJE. Following acceptance and final payment, SJE shall grant to Buyer a non-transferable, non-exclusive license for use and sale of the Goods.
Credit Approval: The credit terms granted on each order are subject to SJE’s continuing approval of Buyer’s credit. SJE may withdraw the extension of credit and require modified payment terms if, in SJE’s sole judgment, Buyer’s credit or financial standing is impaired such that SJE in good faith deems payment insecure.
Prices and Taxes: All prices are FOB shipping point, unless otherwise stated or referenced in attached exhibits. All prices are subject to any commercially reasonable additions that may be necessary to cover any duties, taxes or charges. All prices are in U.S. Dollars. Prices may be subject to change without notice.
Shipping Policy: Shipping and handling charges cover the transportation of the Goods from SJE’s warehouse to Buyer, unless otherwise specified. Standard shipping rates are assessed upon placement of order. SJE uses many methods of shipment including UPS shipping services but reserves the right to substitute carriers without notice. UPS next-day air, UPS second-day air, UPS three-day ground, UPS Express and UPS Expedited are services available to Buyer for expediting orders. Expedited orders will be shipped based on the method Buyer selects. These services may not be available for shipment into all countries.
Shipping weights listed on website are estimates only. The actual shipping weights may vary.
Title, Risk of Loss, Inspection of Equipment: Title and risk of loss to the Goods shall pass to Buyer upon delivery of the Goods to the respective delivery carrier. Buyer shall immediately inspect the Goods upon receipt and any damage must be noted on the delivery carrier’s bill of lading at time of receipt. SJE is not liable for any damages caused by shipping. SJE is not liable for any shortages or nonconformance unless notified by Buyer within two (2) business days of Buyer’s receipt of the Goods.
Operations/Maintenance Manuals: Installation, maintenance and operation manuals will be furnished to Buyer in the number of copies specified at the time of quotation or order. Additional copies subject to charges as outlined in attached exhibits.
Installation and Use: Buyer will be solely responsible for the proper application, installation and service of the Goods. Installation instructions are supplied by SJE and must be followed.
Payment: Buyer shall pay SJE the full purchase price as set forth in the respective order between SJE and Buyer. Unless otherwise agreed to in writing between SJE and Buyer, freight, storage, insurance, taxes, duties, and any governmental charges relating to the Goods shall be paid by Buyer. If SJE is required to pay any such charges, Buyer shall immediately reimburse SJE upon notice from SJE of same. All payments are due within approved credit terms. Buyer may be charged the lower of 1.5% interest per month or the maximum legal rate on all amounts not received by the due date described therein.
Security Interest: SJE shall retain a security interest in the Goods until the full purchase price has been paid. Buyer’s failure to pay any amounts due, including interest, shall give SJE the right to possession and removal of the Goods after providing ten (10) days written notice to Buyer. SJE’s taking of such possession shall be without prejudice to any other remedies SJE may have.
Changes, Cancellations, Returns: All changes, cancellations, or returns must have SJE prior written approval and are conditional on compliance with manufacturer’s cancellation/return policies and subject to restocking fees and service charges. Authorized returns must be packaged and shipped prepaid to SJE as described above.
Return Policy: SJE will only accept Goods returned within one (1) year from the date of manufacture, un-used, and current production models. Returned Material Authorization (“RMA”) numbers must be assigned to any Goods Buyer wishes to return for credit. To obtain an RMA, Buyer must contact SJE’s Service Center at 218-847-1317 or toll free at 888-342-5753. Buyer is responsible for payment of return shipping fees unless such returned Goods result from an SJE order processing error. Upon return, SJE shall reimburse Buyer for the return freight resulting from the return of Goods due to such SJE order processing error. In the event of any return in compliance with this paragraph, SJE will provide Buyer credit for the returned Goods and work to reship correct Goods to Buyer. SJE reserves the right to refuse acceptance of returned Goods after inspection.
Notwithstanding the foregoing (and so long as the return is not due to an order processing error of SJE), a restocking fee shall be charged to Buyer for returned Goods as outlined in the attached Exhibits.
Force Majeure: SJE shall not be liable or responsible to Buyer, nor be deemed to have defaulted under or breached any agreement with Buyer, for any failure or delay in fulfilling or performing any term of any agreement with Buyer, when and to the extent such failure or delay is caused by or results (directly or indirectly) from acts beyond SJE’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest: (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of any subject agreement between SJE and Buyer; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial services; or (i) any other cause beyond the reasonable control of SJE.
Indemnification and Default: In addition to all other amounts due hereunder, Buyer shall reimburse SJE in full for all collection costs or charges, including reasonable attorney fees, which SJE may incur in the collection of any past due amounts from Buyer, including applicable interest on overdue accounts. If Buyer is in default under this or any other agreement with SJE, SJE may defer performance hereunder until such default is resolved. SJE shall have no obligation to provide factory startup assistance or factory training (when requested) until all invoices (including retentions) for equipment have been paid in full. Furthermore, SJE shall have no liability to Buyer to the extent Buyer damages, or any damages are suffered by, or claims are made against Buyer as a result of Buyer’s negligence, willful misconduct, misrepresentation of any Goods, or failure to utilize the Goods properly.
Warranty and Liability
During the warranty period, Buyer’s exclusive remedy will be either repair or replacement, at the sole discretion of SJE and subject to the Terms and Conditions of any component which proves to be defective due to defective materials or workmanship of SJE. Refer to the attached Exhibits for product warranty by family.
SJE DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND SJE SHALL NOT, IN ANY MATTER, BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM A BREACH OF CONTRACT, BREACH OF WARRANTY (EXPRESS OR IMPLIED), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE.
Furthermore, this warranty shall not apply to: (a) damage due to any weather-related or other conditions beyond the control of SJE; (b) defects or malfunctions resulting from the Goods not installed, operated, or maintained in accordance with instructions provided, applicable local codes, ordinances, or accepted trade practices; (c) failures resulting from abuse, misuse, accident, or negligence; or (d) Goods repaired and/or modified without prior written authorization from SJE.
Some states do not allow limitations on implied warranty duration, as such, this limitation may not apply to Buyer. Some states do not allow the exclusion or limitation of incidental or consequential damages, as such, these limitations or exclusions may not apply to Buyer. The above-described warranty gives Buyer specific legal rights, and Buyer may also have other rights which vary from state to state.
ANY ELECTRICAL WIRING AND SERVICING OF THE GOODS MUST BE PERFORMED BY A LICENSED ELECTRICIAN. WARRANTY CLAIMS FOR GOODS WHICH WERE AT ANY TIME WIRED OR SERVICED BY ANYONE OTHER THAN A LICENSED ELECTRICIAN SHALL NOT BE HONORED IN WHOLE OR PART BY SJE.
TO OBTAIN WARRANTY SERVICE: Buyer shall assume all responsibility and expense for removal, reinstallation, and freight associated with any warranty service. Any Goods to be repaired or replaced under this warranty must be returned to SJE, or such place as designated by SJE. Buyer can contact SJE Service Center at 218-847-1317 or toll free at 888-342-5753 for an RMA on any Goods being submitted for a warranty claim.
Applicable Law and Forum: Any disputes between Buyer and SJE shall be venued in Becker County District Court in the State of Minnesota. Buyer agrees to submit to such jurisdiction and agrees that the dispute shall be governed by and construed in accordance with the laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule.
SJE SUMP, EFFLUENT, AND SEWAGE PRODUCTS
SJE Rhombus is a trademark in the SJE Rhombus family of products.
Submittal Drawings: Submittal of drawings for approval, if required, will be made after receipt of complete information from Buyer. The quantity of the submittal drawing sets will be specified in the purchase order or contract documents. Additional sets will be supplied by SJE Rhombus for $300.00 per set. Buyer must return to SJE Rhombus two (2) final approved drawing sets; such return shall constitute notice to SJE Rhombus of final acceptance by Buyer of such drawing sets and binding indication to SJE Rhombus to proceed with manufacturing. If Buyer’s order is conditioned upon “engineer approval”, Buyer must also provide written notification of such approval to SJE Rhombus with such drawing sets in the form required pursuant to the submittal.
Operations/Maintenance Manuals: Installation, maintenance and operation manuals will be furnished to Buyer in the number of copies specified at the time of quotation or order. If not specified, one (1) will be provided to Buyer at no added cost, with additional copies at $300.00 each.
Switches and alarms: 25% of net invoice price.
Controls Panels: Variable based on the number of options included, with a 40% of net invoice price minimum. Control panel models IFS7, IFS8, SGS, 113, 123, 114, 124, 314 and 324; panels including option “10A”; panels including any “non-catalog” options; Build-A-Panel™ PLUS control panels; obsolete panels; and panels more than one (1) year from the date of manufacture cannot be returned for any reason.
Engineered Custom Panels: cannot be returned.
SJE Rhombus reserves the right to adjust restocking fees at any time without notice.
Service Center Assistance: In the event of any questions, Buyer should contact SJE Rhombus Service Center at 218-847-1317 or toll free at 888-342-5753.
Warranty and Liability: Five-Year Limited Warranty Policy
Effective for the Goods manufactured after January 1, 2014. SJE Rhombus warrants to Buyer that the Goods shall be free of manufacturing defects for five (5) years after the date of Buyer purchase. THE FIVE-YEAR LIMITED WARRANTY DOES NOT APPLY TO:
• THE MOTOR START KIT COMPONENTS. SJE PROVIDES A LIMITED WARRANTY ON MOTOR START KIT COMPONENTS SUPPLIED BY SJE RHOMBUS FOR ONE (1) YEAR. SJE RHOMBUS MAKES NO WARRANTIES OF ANY TYPE WITH RESPECT TO MOTOR START KITS SUPPLIED BY BUYER.
• “BUILD-A-PANEL”™ PLUS CONTROL PANELS. SJE RHOMBUS PROVIDES A LIMITED WARRANTY ON “BUILD-A-PANEL”™ PLUS FOR TWO (2) YEARS.
• ENGINEERED CUSTOM PANELS. SJE RHOMBUS PROVIDES A LIMITED WARRANTY ON CUSTOM PANELS AS PROVIDED IN EACH RESPECTIVE QUOTE RELATED THERETO.
• PRESSURE TRANSDUCER INCLUDED WITH VARIOspeed® PRODUCTS. SJE RHOMBUS PROVIDES A LIMITED WARRANTY ON VARIOspeed® PRESSURE TRANSDUCERS FOR ONE (1) YEAR.
• INTERNATIONAL PRODUCTS. SJE RHOMBUS PROVIDES A LIMITED WARRANTY ON GOODS SHIPPED TO BUYERS OUTSIDE OF THE U.S. AND ITS TERRITORIES AND CANADA FOR ONE (1) YEAR UNLESS OTHERWISE STATED IN THE RESPECTIVE QUOTE OR SPECIFIC PRODUCT LITERATURE.
• ANY SOFTWARE OR RELATED SERVICES PROVIDED IN CONJUNCTION WITH THE GOODS, ALL OF WHICH ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE APPLICABLE END USER LICENSE AGREEMENT.
SJE RHOMBUS EMBEDDED CONTROLS
SJE Rhombus Embedded Controls is a division of the SJE.
Quotations and Acceptance: Acceptance of a quotation, whether by a separate purchase order or by other means, shall constitute an acknowledgement and approval of the quotation as written including with respect to the Terms and Conditions. Written quotations shall expire on the date specified in the quotation or, in the absence of such specification, thirty (30) calendar days from the date issued. SJE Rhombus Embedded Controls may, by written notice, terminate a quotation at any time prior to acceptance. Any purchase order received after expiration of a quotation, which SJE Rhombus Embedded Controls honors, shall remain subject to the Terms and Conditions. New orders are confirmed at the time of receipt. In the case of a long-term blanket order, a tentative release schedule should be included. This confirmation will state the part number(s) and quantity being ordered, product pricing, ship to and bill to locations, method of payment and anticipated ship date.
Service Center Assistance: In the event of any questions, Buyer should contact SJE Rhombus Embedded Controls Customer Service at 763-535-4176.
Quantity Discounts: If any order is reduced or cancelled after acceptance, prices will be adjusted upward to the higher prices otherwise applicable for the quantity not cancelled. For quantity pricing purposes, orders must be scheduled for delivery within twelve (12) months of order date. All blanket orders must be completely fulfilled within twelve (12) months of order date.
Material Procurement: Purchase orders issued by Buyer or its designated third-party distribution partners as described herein will constitute authorization for SJE Rhombus Embedded Controls to procure, using standard purchasing practices, the components, subassemblies, materials and supplies necessary for the manufacture of the Goods covered by such purchase orders.
SJE Rhombus Embedded Controls shall use commercially reasonable practices in purchasing components, including placing orders such that quantity discounts result in favorable pricing and assure ready supply of long lead time components. In some cases, components must be purchased by SJE Rhombus Embedded Controls with minimum quantity requirements. In cases where required minimums, long lead times, or significant volume price discounts exist that require SJE Rhombus Embedded Controls to procure such components in a greater quantity than required to fulfill open purchase orders, SJE Rhombus Embedded Controls shall notify Buyer in writing and will execute such procurement only with written approval of Buyer. Buyer shall then be required to purchase from SJE Rhombus any components purchased in this manner.
Material Substitution: SJE Rhombus Embedded Controls may, at its discretion, substitute components of like form, fit, and function to the corresponding specified component in the manufacture of the Goods except in cases where Buyer notifies SJE Rhombus Embedded Controls in writing upon placing the relevant purchase order that substitutions are not allowed for specified products and/or components.
Cancellation Liability: In the event Buyer cancels any purchase order, or portion thereof, for any reason, for Goods scheduled to be delivered within thirty (30) days of such cancellation, Buyer shall remain liable to SJE Rhombus Embedded Controls for 100% of the purchase price of such Goods. In the event Buyer cancels any purchase order, or portion thereof, for any reason, for Goods scheduled to be delivered thirty-one (31) days or more from the date of such cancellation, Buyer shall be liable to SJE Rhombus Embedded Controls for disposition costs of such Goods, including any material purchased in connection with the manufacture of such Goods and a 15% handling fee. SJE Rhombus Embedded Controls shall use commercially reasonable efforts to minimize disposition costs, including returning or cancelling parts orders when possible.
Engineering Changes: Buyer may request, in writing, that SJE Rhombus Embedded Controls incorporate engineering changes into the Goods. Such requests will include a description of the proposed engineering change sufficient to permit SJE Rhombus Embedded Controls to evaluate its feasibility and cost. SJE Rhombus Embedded Controls’ evaluation shall be in writing and shall state the cost and schedule of the engineering change order (“ECO”) implementation and any impact on the delivery schedule and pricing of the Goods. Buyer shall pay an ECO fee in connection with the cost of updating product documentation and any work associated with such change. SJE Rhombus Embedded Controls will not be obligated to proceed with the engineering change until the parties have agreed upon the changes to the Goods’ specifications, delivery schedule and pricing (including, without limitation, the ECO fee, implementation costs, and cost of inventory and special inventory on-hand and on-order related to the Goods prior to the ECO).
Return Policy: Unless Buyer notifies SJE Rhombus Embedded Controls in writing within thirty (30) days from date of shipment of any Goods that such Goods are rejected, they will be deemed to have been accepted by Buyer. Any rejection notice by Buyer must be accompanied by specific details regarding the reasons for rejection and such Goods must be promptly returned to SJE Rhombus Embedded Controls. To obtain an RMA, Buyer must contact SJE’s Service Center at 763-535-4176. Standard lead times for warranty items are three (3) weeks and up to eight (8) weeks for non-warranty items. If large quantity RMAs are submitted, expected lead times will be extended.
WARRANTY: SJE RHOMBUS EMBEDDED CONTROLS PROVIDES A LIMITED WARRANTY FOR A PERIOD OF ONE (1) YEAR UNLESS OTHERWISE STATED IN THE QUOTATION SPECIFIC TO SUCH GOODS.