SALES TERMS & CONDITIONS
This quotation is a solicitation for an offer to purchase the products, materials, goods, repairs, or services described (hereinafter collectively referred to as "goods"), but only subject to the terms and conditions set forth within this quotation. Any purchase order issued by Customer which is inconsistent with the provisions of this contract is superseded by the terms and conditions set forth herein. The issuance of a purchase order by Customer acknowledges that these terms and conditions are the sole terms and conditions under which Customer offers to purchase the goods described hereon from Industrial Control Repair, Inc. (hereinafter called 'ICR'), and, if any purchase order is accepted by ICR, the terms and conditions herein shall constitute the entire and sole agreement between it and Customer which may be modified and/or amended only in writing signed both by ICR and Customer.
Price:
Unless otherwise specified in writing by ICR, prices for all goods or related services are those listed in ICR's price quotation or catalog in effect on date of the Order. Unless otherwise specified in writing by ICR, prices shall remain valid for sixty (60) days from the date of the quotation. Goods availability is based on prior sale. Prices are exclusive of any transportation changes to destination(s) and any applicable taxes, duties, or other similar impositions as may be payable by ICR. All such additional charges are to be reimbursed to ICR by Customer unless otherwise stated in writing. ICR reserves the right to determine if items are repairable. ICR reserves the right to make any corrections in the prices quoted due to typographical or clerical errors.
ICR reserves the right to re-quote pricing in cases where goods have been subjected to catastrophic failure conditions, severe environmental exposure (such as corrosion, heat/burn, and water damage), goods are not in 'as-failed' condition, removed or missing parts, or other extreme failure modes.
ICR reserves the right to return items quoted but not approved after 120 days to customer at customer expense.
Billable service time includes travel time to and from the job site and all time ICR's representatives are available for work and waiting (whether on or off the job site) to perform the services.
Payment Terms:
All invoices are on open account and are due and payable as follows. Subject to credit approval and unless authorized in writing by an officer of ICR, all charges for goods, transportation charges, insurance costs and taxes as itemized in ICR's invoice(s) shall be due and payable NET 30 DAYS from date of invoice. Prompt payment of invoices at the time they are due shall be considered as being of the essence of this contract and any failure or delay in doing so shall be considered a material breach of the contract, entitling ICR to pursue any remedies available at law. Customer agrees to reimburse ICR for all costs, including actual attorney fees, incurred by it in any efforts to collect overdue payments. Overdue accounts shall be subject to a service charge of up to 1.5% per month on any outstanding balance at ICR's sole discretion. However, such service charge shall not exceed the maximum allowed by law.
Delivery Terms:
Delivery terms are Ex Works with respect to shipping costs, risk of loss and title transfer, except that title to all ICR intellectual property rights associated with the Products remains with ICR (or its suppliers and licensors) and such Products are made available and licensed only for use by the customer pursuant to this agreement or other ICR license agreement. Acknowledged shipping dates are approximate only and based upon prompt receipt of all necessary information from the customer.
Packings & Marking:
Customer-specified packing or marking may be subject to additional charges not otherwise included in the price of the goods.
Changes:
Customer-requested order changes, including those affecting the identity, scope and delivery of the goods, must be documented in writing and are subject to ICR's prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, ICR reserves the right to reject any change that it deems unsafe, technically inadvisable, or inconsistent with established engineering or quality guidelines and standards or incompatible with ICR's repair or service capabilities.
Returns:
Products returned under warranty must be properly packed and shipped to ICR-specified locations. Shipping containers must be clearly marked per ICR's instruction and shipped freight prepaid by the customer.
Order Cancellation:
An order may be cancelled by the customer prior to shipment only by written notice and upon payment to ICR of reasonable cancellation charges, including reimbursement for all direct costs, plus allowances for disruption.
Warranty Provisions:
Unless otherwise noted, ICR warrants its repairs and equipment to be free from defects in workmanship and material for a period of one (1) year from date of delivery. ICR's sole obligation for any breach of warranty shall be to remedy any nonconformance. In the event there is a breach of warranty, ICR will, at its sole discretion, repair, correct or replace any defect to conform to this warranty or refund the payments received from Customer. ICR shall only warrant those repairs and/or services performed directly by it or its authorized representatives. Any warranty service (consisting of time, travel and expenses related to such services) performed at other than ICR's facilities or that of an ICR authorized representative will be at customer's expense.
ICR warrants that Products comprised of services, including engineering and custom application programming services, whether provided on a fixed cost or time and material basis, will be performed in accordance with generally accepted industry practices to the extent such services are subject to written acceptance criteria agreed to in advance by ICR. All other warranties relative to provided services are disclaimed.
Notice of Defects:
Promptly following receipt of goods or rendering of services,Customer shall inspect the same. Any claim for shortage must be made within five (5) days following the receipt of goods and prior to use or installation of the goods. All other claims, including claims for defects not discoverable until use of the goods, must be made in writing within ten (10) days after Customer first learns of the defect. All claims not made in conformity with the above provisions shall be deemed waived.
Limitations on Warranties:
The warranties offered by ICR shall not apply if any of the following occur: (1) the goods are used for any reason or purpose other than their intended purpose; (2) the goods are not utilized under the conditions or in the manner recommended by ICR, the manufacturers specifications or other instructions; (3) the goods have been misused, abused or improperly used in any manner, or unauthorized repairs are attempted; (4) the alleged defects have been caused by neglect; improper installation, operation, maintenance, repair, storage, handling, calibration, alteration or modification; accident, or unusual deterioration or degradation of the goods or parts thereof due to physical environment or electrical or electromagnetic noise environment; or or (5) prompt written notice is not provided in accordance with the provisions set forth above. Any alleged defective goods must be returned to the location designated by ICR. Transportation costs associated with the return of the goods shall be prepaid by Customer and any risk of loss during the transportation of the goods shall be borne by Customer. Any goods repaired or replaced by ICR pursuant to the terms of this warranty agreement shall only be warranted for the remainder of the original warranty period provided. At is sole discretion, ICR may extend the warranty period by the length of time necessary for repair or replacement of any defective goods. ICR makes no other warranties, covenants, or representatives, either express or implied, beyond those set forth herein. THERE IS NO WARRANTY OF MERCHANTABILITY AND THERE ARE NO WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE.
Limits of Liability:
Any legal action for breach of warranty or other cause related to goods or services provided by ICR must be commenced within one (1) year after the date of the initial delivery of the goods at issue. Otherwise, all actions shall be barred. ICR shall not be liable under any warranty to anyone other than Customer. In no event shall ICR be liable for any incidental, special, remote or consequential damages (including but not limited to the loss of revenue or profits of Customer or increased costs) arising from or caused by, directly or indirectly, a delay in delivery of the items, breach of warranty, use of items by Customer, breach of any obligation of ICR hereunder, its performance or failure to perform, or any other act or omission by ICR. In no event shall its liability exceed the price paid by Customer for the goods or services in dispute.
Customer agrees to indemnify and hold ICR harmless for any claim or action brought against it for personal injuries alleged by any person resulting from the use or installation of ICR's goods or services, except for personal injuries conclusively determined to be caused by ICR's own gross negligence.
Excusable Delay:
ICR will not be liable for delays in performance or a failure to perform hereunder due to unforeseen interruptive circumstances or causes beyond its control including, but not limited to, inability to obtain material, labor or manufacturing facilities, acts of God, acts of any government, wars, riots, fires, floods, accidents, strikes, embargoes, or delays of the part by ICR's suppliers for said reasons. In the event of such delays, the schedules shall be extended day-for-day or for such additional period of time as is determined to be equitable by the parties.
Export Control:
Products and associated materials supplied under this agreement may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations
Substitutions and Modifications:
ICR reserves the right at any time before delivery or acceptance of Customers purchase order, whichever is later, to modify, replace or substitute parts procured from its suppliers, provided that such modification, replacement or substitution does not adversely affect the operational requirements or performance or maintenance of the particular part or repair to be delivered and will not result in additional charges to Customer.
Severability:
If any language herein shall be invalidated for any reason, that language shall be considered deleted and the remainder shall be unaffected and shall continue in full force and effect.
Choice of Law / Venue:
The terms and conditions of this quotation and any contract between ICR and Customer shall be construed in accordance with the laws of the State of Michigan. In the event there is any legal action arising between ICR and Customer, venue shall lie in the appropriate court located within Macomb County, Michigan or the United States District Court for the Eastern District of Michigan.
Free Shipping
We provide free ground shipping on all orders over $150 that are completed on this web store, within the continental US. The preferred shipping carrier that is used is normally UPS but ICR reserves the right to select alternate shipping vendors based on ground shipment pricing and availability of delivery. Our free shipping offer only covers items that can be shipped in a standard sized box, purchases where items must be palletized or special shipping arrangements are required are not covered by this offer. If you have any questions, please contact our Sales office at (586)751-3335 for clarification.
