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Customer Terms and Conditions
SAS General Terms and Conditions of Sale
1.Scope and Effectiveness. These General Terms and Conditions apply to all deliveries of goods, works and related services (“Products”) by SAS Global Corporation, an Ohio corporation (“Company”). These terms and conditions of sale, along with any terms and conditions of sale in the Quotation (“Terms”) form a part of and are incorporated into any offer or sale agreement, order, sale or transactions entered into by Company and Customer (“Order”). Company agrees to sell and Customer agrees to purchase, goods and/or services indicated in Company’s Quotation or Acknowledgment of Purchase Order only under the terms and conditions stated therein and herein. Submittal of anypurchase order or other purchase documents by Customer, or execution of this offer by Customer, or allowing Company to commence work, shall be deemed an acceptance of this offer. Any additional or differing terms and conditions contained on any documents prepared or submitted by Customer (whether or not such terms materially alter this offer) are hereby rejected by Company and shall not become part of the contract between Customer and Company.
2.Terms of Payment. Except as otherwise set forth herein or agreed to in writing by Company, the purchase price is as stated in the Order (“Price”). The Price excludes taxes and the cost of packaging and shipment. Company reserves the right to increase the Price in the event of increases in raw material costs or other costs outside of Company’s control. Terms of payment are subject at all times to prior approval of Company’s credit department. Terms of payment are net 30 days from date of invoice, except as otherwise expressly stated in the Quotation or the Order. If at any time the financial condition of Customer or any other circumstance, in Company’s opinion, justify discontinuance of production of Products or shipment of Products on the terms of payment specified, Company may require full or partial payment in advance, or may at its sole discretion stop or delay production or shipment of Products. In the event of default of payment, Customer agrees to pay all costs of collection incurred by Company, including, but not limited to, collection agency fees, attorney’s fees, legal expenses and court costs. All past due amounts shall bear interest at the highest rate allowed by law.
3.Shipping and Delivery. Except as otherwise set forth on the face of an accepted Order, Products shall be shipped F.O.B. the Company’s facility, at which point Customer shall bear all risk of loss or damage of any kind whatsoever to the Products. Company will make commercially reasonable efforts to ship on or before the agreed upon scheduled shipping or delivery date. Company is not liable for any loss or damage including, but not limited to, consequential and incidental damages due to delays in shipment or delivery for whatever reason including but not limited to, strike, lockout, embargo, lack of shipping facilities or any cause or circumstance of any kind whatsoever beyond Company’s control, in which event Company’s time for delivery shall be extended by the period of such delay.
4.Taxes. All federal, state or local excise, sales or use taxes, duties, tariffs, and the like, shall be paid by Customer.
5.Approval of Design, Inspection of Products, and Acceptance of Products. For custom products, Customer shall approve Company’s design in writing before Company produces the Products. Customer shall complete its inspection of and accept, reject or revoke acceptance of the Products within ten (10) days following delivery (the “Inspection Period”). Customer will be deemed to have accepted the Products if it has not expressly rejected the Products in writing during the Inspection Period, (the “Deemed Acceptance Date”). Any Products that are rejected or for which Customer revokes its acceptance shall be held by Customer at its risk of loss and expense. Any attempted return will be at Customer’s own expense and risk of loss.
6.Changes. Company shall be obligated to provide onlythose Products specifically agreed upon in an accepted Order, and Company is under no obligation to accept any requested changes from Customer. No changes shall be effective unless specifically agreed to in a writing signed by Company.
7.Termination for Convenience. Company may immediately terminate this Order in whole or in part at any time for any reason or no reason without liability to Customer.
8.Termination for Cause. If terminated for Customer’s default, and/or upon any such default or breach of any term or condition of this Order, Company may thereafter pursue any and all remedies it may have against Customer under this Order or at law or in equity. Customer’s default shall include, but is not limited to: a) Customer’s failure to timely perform any duties it has under this Order, such as reviewing and/or approving designs and making payment of the Price, b) Customer becomes subject to an insolvency proceeding; c) Customer resolves to, or becomes subject to an order requiring it to, wind up or liquidate; d) a substantial portion of the assets of Customer are acquired by a third party not in the ordinary course of business or a controlling interest in the ownership of Customer is acquired by a third party; e) delivery or performance becomes impracticable or impossible for reasons not attributable to Company; or f) Customer’s financial situation has worsened notably after commencement of the Order and/or Customer is unwilling or unable to provide adequate security for payment of its financial obligations of the Order. If this Order is terminated for Company’s default, CUSTOMER, AS ITS SOLE AND EXCLUSIVE REMEDY AGAINST COMPANY, SHALL BE ENTITLED TO A REFUND OF THE UNUSED PORTION OF THE AMOUNT OF THE PRICE PAID, IF ANY, AS SUCH AMOUNT IS COMPUTED BY COMPANY.
9.Express Limited Warranty. Company warrants to Customer that the Products shall conform to the specifications of Company’s written proposal or quotation to Customer, and shall be free from defects in workmanship and materials for a period one (1) year after the date the Products are shipped to Customer (the “Warranty Period”). EXCEPT AS PROVIDED IN THIS PARAGRAPH 9, COMPANY EXPRESSLY DISCLAIMS ANY AND MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IMPLIED BY LAW. Components and software manufactured or developed by others shall bear the warranty, if any, of the manufacturer or software developer.
UNDER THE LIMITED WARRANTY, COMPANY’S SOLE OBLIGATION, AND CUSTOMER’S SOLE REMEDY, IS, AT COMPANY’S OPTION AND SOLE DISCRETION, TO REPAIR OR REPLACE THE PRODUCTS OR REFUND AN AMOUNT NO GREATER THAN THE PRICE PAID. Company's limited warranty is limited to the original Customer and/or installation site and is non-transferable.
The following are NOT covered under Company’s limited warranty:
a)Any failures caused by modification to the Products after Company’s completion of commissioning, or by parts not authorized by or supplied by Company.
Any failures caused by repair, service or modifications by Customer or any other person without Company’s prior written consent.
Any repair or service if the Products are not properly maintained or do not function properly as a result of unauthorized or unreasonable use including, but not limited to, misuse, abuse, improper installation by the Customer, negligence, improper shipping by carrier, damage caused by Customer’s improper electrical current hook ups, and software problems caused by non-Company systems.
d)Repairs resulting from damage from the environment including, but not limited to, airborne fallout, acts of war, chemicals, disasters such as fire, flood, lightning, etc.
e)Repairs resulting from lack of maintenance. Proof of maintenance will be provided if requested by Company.
f)Any repairs resulting from the failure of non-Company provided components.
g)Loss of time, inconvenience, commercial loss, consequentialand incidental damages, or personal expenses.
No modification of the limited warranty provided in this Paragraph 9 shall be binding on Company unless approved in writing signed by a duly authorized officer of Company. Company reserves the right to perform warranty services either on site or on a return basis to its factory, at its option. Customer shall bear any expense of returning Products to Company’s factory. If Company determines that a defect is covered by Company’s warranty, Customer shall be reimbursed for its reasonable expenses in returning the Products. Customer shall bear all risk of loss for goods returned to Company for warranty service. Company’s performance of services or provision of replacement Products shall not constitute a waiver of Company’s right to contestwhether the defect was covered by Company’s warranty. If Company determines, in its sole discretion, that the defect was not covered by Company’s warranty, Customer shall reimburse Company for all services or replacement Products provided by Company.
10.Limitation of Company’s Liability and of Customer’s Remedy. Company shall not be liable for any loss, claim or damages whatsoever resulting from or concerning the Products including, but not limited to: any loss, injuries or damages to persons, property or economic interests. In no event shall Company be liable for any loss, claim or damages regarding the installation, handling, operation or use of the Products if applicable instructions, installation guides, warnings or safety regulations have not been observed. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AGAINST COMPANY FOR ANY CLAIM FOR BREACH OF THIS ORDER OR ANY CLAIMS RELATING TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO LATE DELIVERY, FAILURE TO DELIVER, OR DELIVERY OF NONCONFORMING PRODUCTS, SHALL BE LIMITED TO A REFUND OF ALL OR PART OF THE PRICE, AT COMPANY’S OPTION AND SOLE DISCRETION. IN NO EVENT, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, THE CLAIMS ASSERTED, OR THE PERSON ASSERTING SUCH CLAIMS, SHALL COMPANY’S LIABILITY IN THE AGGREGATE FOR ALL SUCH MATTERS, EXCEED THE PRICE PAID, AND PURCHASER WAIVES ANY CLAIM TO ANY OTHER DAMAGES OR REMEDIES UNDER ANY CAUSE OF ACTION. CUSTOMER AGREES THAT COMPANY SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE, COST OF CAPITAL, FINES, PENALTIES AND THE LIKE, ENVIRONMENTAL LIABILITY AND DAMAGE,INJURY OR LOSS TO OTHER PROPERTY OR EQUIPMENT OR FOR PERSONAL INJURIES TO CUSTOMER’S EMPLOYEES OR THIRD PARTIES. CLAIMS MUST BE MADE TO COMPANY WITHIN A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF THE OCCURRENCE OF THE EVENT GIVING RISE TO THE DAMAGE, OR THE CLAIM IS FORFEITED.
11.Force Majeure. Company shall not be liable for any failure to perform or for any other delay, default or event due to causes beyond Company’s control.
12.Confidentiality. Any information concerning this Order including, but not limited to, the Price and Company’s design, whether written or oral, disclosed by Company to Customer is proprietary and confidential, and Customer shall not disclose such information to third parties without Company’s prior written consent. Any disclosure in violation of this paragraph 12 shall be an event of default, in which case Customer agrees that Company shall be entitled to injunctive and other equitable relief, and that Customer shall be liable for any and all resulting damages, whether actual, consequential or incidental, including lost profits.
13.Blanket Purchase Order/Separate Releases. When separate releases of Products are made pursuant to a blanket purchase order, such releases must be authorized in writing and signed by Customer’s duly authorized representative.
14.Tools and Intellectual Property. Company shall retain ownership of any tools, technology or other matter used in the production of the Products. Company shall own and retain ownership of all patents, patent rights, copyrights, trade secrets and all other intellectual property and proprietary rights, of any nature, which arise through the design and/or completion of the Products or which are embodied in the Products or the documentation describing or accompanying the Products. Customer shall have a limited, nonexclusive right to use the patents, copyrights, trade secrets, intellectual and proprietary rights embodied in the Products solely as is necessary to put the Products to their intended use. Customer shall not remove any proprietary legends contained on the Products and shall not reverse engineer, de-compile or disassemble the intellectual property embodied within the Products.
15.Infringement and Indemnification. Customer agrees that Company shall not be liable and that Customer shall fully defend, indemnify and hold harmless Company if any claim or action is commenced against Company for infringement of any patent or for any other claim, based upon Customer’s use of the Products in connection with products not manufactured by Company or in a manner for which the Products were not designed by Company or if the use of the Products was designed by a Customer or modified by or for Customer. Customer agrees to indemnify, defend and hold harmless Company from any claim, demand or action if the Products were completed substantially to Customer’s specifications.
16.Bailed Property. Customer shall retain ownership of and shall assume all risk of loss or damage of any kind to any property or materials provided to Company by Customer for production of the Products.
17.Assignment. Company, in its sole discretion may assign or delegate any of its duties or rights under this Order at any time without prior notice to or the consent of Customer. This Order may not be assigned by Customer without Company’s prior written consent, and in any event, this Order shall be binding on Customer’s successors andassigns.
18.Modification and Non-Waiver. No covenant, term or condition of this Order can be waived by Company except by its written consent. This Order may be amended only by a written instrument signed by Company andCustomer.
19.Notices. Except as provided in these General Terms and Conditions, any notice to be given shall be in writing, postage prepaid, and shall be effective only when received. Any notices or consents given by Company must be in writing and signed by its duly authorized officer, employee or representative.
20.Governing Law. The Customer’s Order, Company’s Acknowledgment of Purchase Order and these General Terms and Conditions shall be governed and interpreted in accordance with the laws of the State of Michigan, without resort to the internal conflict of law rules of Michigan. The United Nations Convention on Contracts for the International Sale of Goods shall have no application and shall not govern this Order. Jurisdiction andvenue for all disputes among the parties shall be proper in the County of Wayne, State of Michigan, or in the Federal District Court for the Eastern District of Michigan. The rights and remedies reserved to Company under these Terms and Conditions of Sale shall be cumulative and in addition to all other remedies available to Company at law or in equity.
21.Entire Agreement. Except as otherwise provided in these Terms and Conditions of Sale, the Order, the Company’s Acknowledgment of Purchase Order and these Terms and Conditions of Sale constitute the entire agreement between Company and Customer with respect to the subject matter hereof and supersedes all prior agreements, communications and understandings of any nature whatsoever, whether oral, written or otherwise, all of which are null, void, and of no effect whatsoever.