Standard Terms and Conditions of Sale
1. Acceptance and Pricing. All orders are subject to acceptance by I-Tech Automation, LLC (dba, iTech Automation, Inc. hereinafter “iTech”) at its corporate offices located at 25711 Hillview Court, Mundelein, Illinois, 60060, regardless of the form of the quotation issued to customer or the form of customer’s purchase order. Unless appropriate documentation is provided for exemption prior to invoicing, taxes will be added to the prices where applicable. Acceptance of orders is subject to credit approval or payment terms.
2. Payment and Credit. Customer shall pay iTech for an order in accordance with the payment terms specified on the quotation unless specifically otherwise agreed. If customer fails to make payments when due and such failure continues after iTech notifies customer of such failure, iTech may refuse to provide further products or services. If customer fails to make payments when due, iTech may charge customer interest on the overdue amounts, from the date such amount became due at the lesser of the rate of one and one-half percent (1.5%) per month or the maximum interest rate permitted by applicable law. iTech reserves the right to revoke any credit extended to customer at any time for good and sufficient cause.
3. Damage, Loss, Shortage. Claims for shortage or damage must be made in writing immediately upon receipt of goods.
4. Governing Terms. All purchase orders, change orders, or notices will be governed by these Standard Terms and Conditions of Sale, notwithstanding any language, term, condition or provision of customer’s order.
5. Warranty Terms – Products. iTech hereby assigns to customer, to the extent possible, the benefits of any warranties provided (Product Warranty) to iTech by the manufacturer(s) of the products. If any Product Warranty claim is made in writing within the Warranty Period, iTech will, at its sole and absolute option, either repair all material deviations in any defective products, or parts thereof, or replace defective products, or parts thereof, with new or refurbished functional equivalent products or parts. Repaired or replacement products and parts are warranted under the terms of the manufacturer(s) warranty for the remainder of the original Warranty Period. Exchanged products and parts become the property of iTech or the manufacturer(s). Repair or replacement of products as provided herein shall be customer’s exclusive remedy under this Product Warranty.
6. Warranty Terms – Services. iTech warrants that all services will be performed by iTech or the Manufacturer(s) in a workmanlike manner and according to the agreed standards and/or specifications (Service Warranty). All Service Warranty claims must be made in writing within the lesser of (i) 30 days after acceptance or delivery of the subject service and must specify in detail all errors or deficiencies. Upon receipt of a Service Warranty claim within the aforesaid period, iTech shall correct the error or deficiency within a reasonable period. The corrective services are warranted for the remainder of the period under which the original service was warranted. Performing corrective services within a reasonable period, as provided herein shall be customer’s exclusive remedy under this Service Warranty. (The Product Warranty and Service Warranty are herein together referred to as the Warranty or Warranties.)
7. Limitation on Warranty. The Warranties shall not apply if: (1) the product has been improperly installed or operated, other than by iTech or the manufacturer(s) and/or used in any way other than as contemplated by the specifications or contrary to instructions by iTech or the manufacturer(s), (2) the product has been serviced or modified by anyone other than by iTech or the manufacturer(s), (3) the product is not installed in a suitable operating environment prescribed by iTech or the manufacturer(s), (4) the material deviation or defect in the product was caused by deviation from iTech’s or the manufacturer(s) recommended customary and standard maintenance or operating procedures, or (5) the result, the physical embodiments or benefits of the services performed by iTech have been in any manner changed, altered or modified by anyone other than iTech or the manufacturer(s). The Product Warranty will not apply if the particular product’s serial number has been altered or removed. If any Warranty claims fall within any of the above exceptions, then customer shall pay to iTech, iTech’s costs of investigating and identifying the problem, and iTech’s then current charges to repair or correct the problem.
ITECH AUTOMATION, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR REPRESENTATIONS OF SUITABILITY FOR SPECIFIC CUSTOMER APPLICATION OR INSTALLATION OTHER THAN AS EXPRESSLY STATED IN ITECH AUTOMATION, INC.’s OR THE MANUFACTURER(S) PRODUCT LITERATURE.
8. No Other Warranties. THE WARRANTY HEREIN IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, WHETHER IMPLIED OR EXPRESSED BY AFFIRMATION, PROMISE, DESCRIPTION, MODEL, SAMPLE OR OTHERWISE, AND ANY AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, ARE HEREBY SPECIFICALLY AND EXPRESSLY DISCLAIMED.
9. Limitation Of Liability. UNDER NO CIRCUMSTANCE WILL ITECH AUTOMATION, INC. BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, TORT OR CONSEQUENTIAL DAMAGES (EXCEPT FOR DAMAGES RELATING TO DEATH OR PERSONAL INJURY IN JURISDICTIONS WHERE SUCH DAMAGES MAY NOT BE DISCLAIMED AS A MATTER OF LAW) OR LOSS OF SAVINGS, REVENUES OR PROFITS, UNDER ANY LEGAL THEORY, SUSTAINED BY THE CUSTOMER OR ANY PARTY OR BY ANY OTHER PERSON IN CONNECTION WITH ANY ORDER FOR ITECH AUTOMATION, INC. PRODUCTS, SYSTEMS OR SERVICES, OR IN CONNECTION WITH ITECH AUTOMATION, INC. SUPPLIED PRODUCTS, SYSTEMS OR SERVICES, WHETHER INVOLVING THE LOSS OF DATA OR OTHERWISE. THIS LIMITATION CANNOT BE WAIVED OR AMENDED BY ANY PERSON AND WILL BE EFFECTIVE EVEN IF ITECH AUTOMATION, INC. OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF, OR MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES.
10. Direct Damages. The liability of iTech, if any, for direct damages in connection with any matter, claim or action arising from this order or transaction, regardless of the delivery or non-delivery of products or services, will not, in any event, be greater than the actual purchase price paid or to be paid to iTech for the specific product(s) or service(s) with respect to which such claim is made. Nothing in this paragraph shall be deemed to expand the express Warranties provided herein.
11. Entire Remedy and Essence of Agreement. The foregoing states the entire liability and obligations of iTech and the exclusive remedy of the customer. iTech and the customer specifically acknowledge and agree that the foregoing limitations on liability are essential elements of the basis of the bargain between the parties and that in the absence of such limitations the material and economic terms of this Agreement would be substantially different.
12. Force Majeure. iTech shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly from acts of God, or any causes beyond the reasonable control of iTech.
13. Applicable Law. This Standard Terms and Conditions of Sale shall be governed by the laws of the State of Illinois, without regard to its conflict of law provisions.
14. iTech as referenced to in paragraphs 5 through 12 of the Standard Terms and Conditions of Sale shall include affiliates, contractors or consultants that it may at its sole discretion retain from time to time in conjunction with the order.