Terms and Conditions
GENERAL TERMS AND CONDITIONS PERTAINING TO KEYENCE PRODUCTS
The following terms and conditions will govern KEYENCE products ("Product(s)"). Any terms and conditions in Buyer's purchase orders or other communications contradictory to the following terms and conditions will be void. KEYENCE reserves the right to modify the following terms and conditions from time to time in writing.
1. DELIVERY; RE-STOCK CHARGE: Shipments of the Products shall be subject to freight space available, and partial shipments shall be allowed. Each delivery shall be considered a separate sale. Buyer waives the right to assert offsets, defenses or counterclaims. The Products are sold F.O.B., shipping point and, upon delivery to carrier at shipping point, Buyer assumes all risk of loss or damage to the Products. Any return for exchange or credit must be made within fourteen (14) days of the invoiced date, and Buyer must pay a 25% re-stock charge for such return.
2. PRODUCT MODIFICATION; DISCONTINUANCE: KEYENCE reserves the right to modify unordered Products from time to time, including the right to discontinue the Products.
3. PRICES AND PAYMENTS: All payments are due net 30 days of invoice dates unless otherwise expressly stated in the invoice. Prices and terms of payment stated in the invoice are not subject to any discount, rebate or modification, except if, during the time between the invoice date and the payment date, the Products’ cost to KEYENCE is increased by reason of (a) any new legislation or regulations, any additional duty or tariff, or any "Force Majeure described below, such an increase may be added to the invoice and shall be payable by Buyer; and (b) any change in the foreign currency exchange rate, the invoice may be subject to renegotiation for adjustment or may be canceled by KEYENCE without any penalties. Buyer shall pay interest at the maximum rate allowed in Illinois on all overdue bills, and Buyer shall be liable for all costs and attorneys' fees incurred by KEYENCE in the collection of delinquent accounts. KEYENCE may alter or suspend credit or stop selling to Buyer, whenever the payment history or financial condition of Buyer warrants such action.
4. SHORTAGE: Credit will not be given for shortage in the ordered quantities unless Buyer notifies KEYENCE in writing of such shortage within fourteen (14) days after receipt of the Products.
5. FORCE MAJEURE: KEYENCE shall not be liable for any loss or damage due to delayed delivery or non-delivery caused, in part or in whole, by any acts of God, fire, strikes, floods, accidents, riots, lockouts, damages or losses in transportation, quotas, blockage, embargoes, insurrections, mobilization or any other actions of governmental authorities, any non-governmental restrictions, curtailment of production of KEYENCE’s factory, equipment failures, power failures, non-performance of third parties or any other cause beyond KEYENCE’s control, whether at shipping point or destination point, in transit or wherever such event takes place or in the country for which the factory manufacturing the merchandise is located, and in any such event, KEYENCE may cancel the sale without liability to Buyer. If KEYENCE, following the happening of any such event beyond KEYENCE’s control, elects not to cancel the sale, the time originally specified for the delivery in the invoice shall be deemed extended for a period equal to the period of KEYENCE's inability. In the event of Buyer’s inability to accept the delivery of the cargo by reasons similar to or different from the above enumerated causes, KEYENCE, at its option, may cancel the sale without liability to Buyer, or extend the time for delivery originally specified for a period equal to the period of Buyer’s inability.
6. WARRANTIES AND DISCLAIMERS
(1) KEYENCE warrants the Products to be free of defects in material and workmanship for one (1) year from shipment. Any Products found to be defective must be shipped to KEYENCE, freight prepaid, or offered to KEYENCE for inspection and examination. Upon examination, KEYENCE, at its sole option, will refund the purchase price of, or repair or replace at no charge, any Products found to be defective. This warranty extends to the original Buyer only, and does not apply to any defects resulting from Buyer’s improper or inappropriate installation, interfacing, repair, modification, application and handling, such as exposure to outdoors air, excessive current, heat, coldness, moisture or vibration. Components which wear are not warranted.
(2) KEYENCE may offer suggestions on the use of its various Products, but the assessment of usefulness and suitability of the Products for each application rests solely with Buyer. KEYENCE will not be responsible for any damages that may result from the use of the Products in Buyer’s application. The Products and any Trial Units ("Products/Trial Units") supplied to Buyer are not to be used internally in humans, for human transportation, as safety devices or fail-safe systems, unless their written specifications state otherwise. Should any Products/Trial Units be used in such a manner or misused in any way, Buyer will indemnify KEYENCE and hold KEYENCE harmless from any resulting liability or damage.
(3) OTHER THAN AS STATED HEREIN, THE PRODUCTS/TRIAL UNITS ARE PROVIDED WITH NO OTHER WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED. IN NO EVENT SHALL KEYENCE AND ITS AFFILIATED ENTITIES BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OR INACCURACY OF DATA, LOSS OF PROFITS, LOSS OF SAVINGS, THE COST OF PROCUREMENT OF SUBSTITUTED GOODS, SERVICES OR TECHNOLOGIES, OR FOR ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF KEYENCE OR ONE OF ITS AFFILIATED ENTITIES WAS ADVISED OF A POSSIBLE THIRD PARTY’S CLAIM FOR DAMAGES OR ANY OTHER CLAIM AGAINST BUYER. In some jurisdictions, some of the foregoing warranty disclaimers or damage limitations may not apply.
7. EXPORT CONTROL LAWS: The Products/Trial Units are subject to the export laws and regulations of the United States and other countries. Any diversion or re-export contrary to, or any violation of, applicable export control laws and regulations is prohibited.
8. ARBITRATION: Any controversy, dispute or claim in connection with or in relation to the terms and conditions herein (except pertaining to the payment for the Products/Trial Units), including without limitation, their interpretation, construction, coverage, scope, performance, non-performance, breach, termination, validity or enforceability shall be settled, at the request of any party, by arbitration conducted in accordance with the Federal Rules of Civil Procedure, by a sole neutral arbitrator agreed upon by the parties. The arbitration of such issues, including, without limitation, the determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon the parties to the maximum extent permitted by law. The parties intend that this Section shall be valid, binding, enforceable and irrevocable. The place of arbitration shall be Los Angeles, California. No party shall seek punitive damages. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.
9. BUYER’S TRANSFER OBLIGATIONS: If the Products/Trial Units purchased by Buyer are to be resold or delivered to a third party, Buyer must provide such third party with a copy of this document, all specifications, manuals, catalogs, leaflets and written information provided to Buyer pertaining to the Products/Trial Units.
10. NON-WAIVER AND SEPARABILITY: KEYENCE’s failure to exercise any right or provision of the terms and conditions herein shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these terms and conditions to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and agree that the other provisions of these terms and conditions remain in full force and effect.