Automation Solutions Terms and Conditions Related to Sale of Goods
- "Agreement" means these Terms and Conditions Relating to the Sale of Goods ("Terms and Conditions") together with the Order Acknowledgment (defined below). Notwithstanding the foregoing, if no Order Acknowledgment is issued, Seller’s Final Proposal (as identified by Seller) or sales invoice(s), together with these Terms and Conditions, shall comprise the entire Agreement.
- "Buyer" means the person or entity who is buying, or who is contracting to buy the Goods and/or Services.
- "Component Parts" means those constituent parts integrated into the System by Seller.
- "Consumables" means any material that is consumed within the welding/cutting or other processes.
- "End User" means the person or entity who ultimately uses or possesses the Goods without any intention of resale. The End User may be the Buyer.
- "Goods" means any saleable item manufactured by Seller and/or listed in Seller’s Product List for delivery, sale, or use as the context requires. Goods include System, Component Parts, and Consumables.
- "Limited System Warranty" is the limited warranty provided by Seller and set forth in Section 3.A hereof.
- "Order Acknowledgment" means a written document, as may be amended from time to time, generated by Seller that sets forth the terms for the sale of Goods and/or Services as agreed by Buyer and Seller. The Order Acknowledgment includes and incorporates Seller’s Final Proposal by reference.
- "Price" means the amount agreed to by Seller and Buyer for the Goods and/or ancillary Services as further outlined in an Agreement.
- "Product List" means the comprehensive listing of all Goods and/or ancillary Services offered for delivery, use or sale by the Seller.
- "Project Schedule" means the approved timetable, as amended from time to time, established between the Buyer (defined above) and Seller utilizing the designs, resources and processes required to manufacture a System and to provide Services.
- "Purchase Order" means a document generated by Buyer authorizing the purchase of Goods and/or Services by Buyer
- "Request for Quote" means Buyer’s request to Seller for information pertaining to the purchase of Goods and/or Services.
- "Seller" means Lincoln Electric Automation Systems Group.
- "Seller’s Final Proposal" means the last modified proposal generated by Seller itemizing all Goods and/or Services to be offered for sale to the Buyer. All terms set forth in Seller’s Final Proposal, as determined by Seller, shall be incorporated into the Order Acknowledgment and/or Agreement. For purposes of clarification, Seller’s Final Proposal may be referred to and used interchangeably with Seller’s final quote or Seller’s final presentation.
- "Services" means the installation and repair of the Goods by Seller and any related Services, including but not limited to education, programming, training, and/or start-up and production support provided by Seller with respect to the operation of the Goods pursuant to an Agreement.
- "System" means automation products sold by Seller that are built to Buyer’s specifications. Depending on the System, typical components can include but are not limited to: a power source, a welding torch, a wire feeder, robots, tooling, positioners, welding fixtures, environmental products, a torch cleaner, calibration units, or advanced training products.
- "System Design" means the engineering and other technical specifications that are the basis for a System; including but not limited to a complete listing of all System components, a set of assembly and component drawings with welding notations, dimensions, tolerances and/or any other technical specifications, instructions or plans that are required for the System to be built.
- "System Run-off" means any process as determined by Cleveland Automation, by which it tests the Goods at its facility, prior to shipment to the Buyer, to ensure the Goods are operating in accordance with the agreed upon System Design specifications.
2. SCOPE OF THE TERMS AND CONDITIONS
These Terms and Conditions apply to any purchase or request for Goods or Services by Buyer to Seller. Buyer's purchase and/or acceptance of Seller’s Goods and/or Services constitutes Buyer's unconditional acceptance of these Terms and Conditions. All sales by Seller of any Goods and/or Services are governed by and made expressly conditioned on Buyer’s acceptance of these Terms and Conditions. No conditions, usage of trade, course of dealing, understanding, or agreement purporting to modify, explain, or supplement these Terms and Conditions shall be binding unless made in writing and signed by Seller. No other terms and no modification of these Terms and Conditions shall be binding or enforceable unless expressly agreed to in writing by Seller. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED IN BUYER’S PURCHASE ORDER OR ANY OTHER FORM ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS, AND NOTICE OF SELLER’S EXPRESS OBJECTION TO AND REJECTION OF SUCH TERMS IS HEREBY GIVEN. Seller’s failure to object to any conflicting, contrary, or additional conditions in Buyer’s Request for Quote or Purchase Order, shall not be deemed an acceptance of such conditions or a waiver of any of the provisions hereof. In the event there is an irreconcilable conflict between Seller’s Order Acknowledgment, Seller’s Final Proposal, or Seller’s invoice(s) and these Terms and Conditions, the Order Acknowledgment, Seller’s Final Proposal, or Seller’s invoice(s) shall prevail and control to the extent of such irreconcilable conflict.
Seller reserves the right to revise the Terms and Conditions from time to time in Seller’s sole discretion. The Terms and Conditions applicable to an Agreement shall be the version in effect at the time of Seller’s acceptance of the Agreement. Any changes or amendments to these Terms and Conditions shall become effective on the date when the revised terms and conditions are posted on Seller’s website. Revised terms and conditions shall apply to all new Agreements created on or after the date the revised terms and conditions are posted on Seller’s website. Seller shall not be obligated to notify Buyer separately of any changes, amendments, or updates to these Terms and Conditions. It is Buyer’s responsibility to check Seller’s webpage periodically to verify whether a revised version of these Terms and Conditions have been posted.