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The following are terms of a legal agreement between any user
of this web site ("User") and INTECH Process Automation Inc. By accessing, browsing or using this web
site (the "Site") the User agrees to be bound by these access terms and conditions.
The material provided on or accessed by way of this Site is protected by law, including
without limitation, United States copyright laws and international treaties. This Site is controlled or operated by
INTECH Process Automation from its offices within the State of Texas, United States of America. A User who accesses this Site from locations outside of the United States does
so on his/her own initiative and is separately responsible for compliance with any
applicable local law on internet usage and web site access.
Information on this Site may contain inaccuracies or typographical
errors, and INTECH Process Automation assumes no liability for and reserves the right to correct such
inaccuracies or errors at any time. INTECH Process Automation may also make changes, updates and improvements
to this Site or these access terms and conditions,
at any time without notice.
The trademarks, service marks, and logos used or displayed on
this Site (the "Trademarks") are registered and unregistered trademarks of INTECH Process Automation
and others. Nothing on this Site should be construed as granting, by implication,
estoppel, or otherwise, any license or right to use any such Trademark without the
written permission of the Trademark owner. Trademarks of INTECH Process Automation may not be used
in any way without the prior written permission of INTECH Process Automation. Except for "linking logos"
specifically designed for the purpose, INTECH Process Automation prohibits use of any INTECH Process Automation Trademark
as a "hot" link to this Site.
Copyrights relative to images found on this Site are owned by
or proprietary to INTECH Process Automation or the applicable copyright owner. No image should be downloaded
from this Site and used by User for any reason without the express prior permission
of INTECH Process Automation or the applicable copyright owner.
This Site may contain links to third-party web sites. Such linked
web sites are not under the control of INTECH Process Automation, and INTECH Process Automation assumes no responsibility
for the contents of any such linked web site, any link contained in a linked web
site, any changes or updates to such linked web sites, or any material transmitted
or downloaded from any linked web site. INTECH Process Automation is providing these links to third-party
web sites solely as a convenience to User, and the inclusion of such links do not
imply endorsement by INTECH Process Automation of those third-party web sites.
The copyright in all material (including still and moving images)
provided, maintained or accessible on this Site is held by INTECH Process Automation or by the original
creator of the material or its assignee. Except as stated herein, none of this material
may be copied, reproduced, distributed, republished, downloaded, displayed, posted
or transmitted in any form or by any means, including without limitation, by electronic,
mechanical, photocopying or other recording means, without the prior written permission
of INTECH Process Automation or the appropriate copyright owner. User also may not, without prior written
permission from INTECH Process Automation, "mirror" any material contained in this Site, perform "deep
links" or use any Trademark as a metatag relative to any other web site.
THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS SITE ARE
PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. INTECH Process Automation DOES NOT WARRANT
OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY
OF, OR THE RESULTS OF ANY USE OF, OR OTHERWISE RESPECTING, THE MATERIALS MAINTAINED
ON OR ACCESSED BY WAY OF THIS SITE OR ANY WEB SITE LINKED TO THIS SITE.
UNDER NO CIRCUMSTANCE (INCLUDING NEGLIGENCE AND TO THE FULLEST
EXTEND PERMITTED BY APPLICABLE LAW) WILL INTECH Process Automation BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION,
BUSINESS INTERRUPTION, DELAYS, LOSS OF DATA OR PROFIT) ARISING OUT OF THE USE OR
THE INABILITY TO USE THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS SITE
EVEN IF INTECH Process AutomationHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF USE OF SUCH
MATERIALS RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF USER EQUIPMENT
OR DATA, USER ASSUMES ANY COSTS ASSOCIATED THEREWITH.
Any claim relating to this Site or the use of this Site and the
materials contained or accessed by way thereof are governed exclusively by the laws
of the State of Texas, United States of America, without regard to conflict of law
principles.
This statement explains our practices regarding personal information
you may supply to us when visiting a INTECH Process Automation web site.
Normally, you can visit a INTECH Process Automation web site without revealing any
information about yourself. However, there are times when we may request information
from you. Also, some web site functions may require you to complete a registration
form. Most information requested will relate to the company that you work for or
represent. However, sometimes we may request information specifically about you.
We may ask you to voluntarily provide us with demographic information
for market research, as well as information about your interests and experiences
with our products or that of your company or employer. Occasionally, we may share
provided information and e-mail addresses with our affiliates and other reputable
organizations whose products or services we think you may find interesting.
Our goal in collecting and using this information is to offer
you a more personalized browsing experience. Also, knowing your preferences, we
are able to deliver or allow you access to the most relevant information for your
needs.
We conduct our business in compliance with applicable laws on
data privacy protection and data security and take reasonable precautions to keep
all information obtained from our online visitors secure against unauthorized access
and use. If needed to conduct electronic commerce, provided credit card numbers
will be used only for payment processing and will not be disclosed to any other
third parties.
Our web sites may contain links to other third-party web sites.
INTECH Process Automation is not responsible for the privacy practices of those web sites. We also
may make available forums, message boards and news groups to our customers. Please
remember that any information disclosed in using those facilities may become public
information or may be subject to separate disclosure and use rules, and you should
exercise caution when deciding whether to disclose personal information.
A cookie is either a small text file that is stored on your hard
drive or some information that is stored in memory until you close your browser.
INTECH Process Automation web site may save information on your system in the form of cookies to provide
you a more personalized browsing experience, access to a secure implementation,
or to better track usage of INTECH Process Automation web site.
INTECH Process Automation web site may allow you to register or choose personalization
options so that you can be directed dynamically to information on the web pages
that suits your interest. By using a cookie, the web site automatically can read
your preferences and customize the web pages without any action on your part. Other
areas of INTECH Process Automation web site may require you to login. In those cases, your username
may be stored in a cookie so that the username field automatically can be filled
in for you on subsequent visits. If you set your browser not to accept these cookies,
your access to or use of certain pages or functionality on INTECH Process Automation web site may be
restricted.
Please refer to the informational web site for the Internet browser
that you use for more information on cookies.
These general terms and conditions of sale only apply to purchases
of INTECH Process Automation branded products and related services made directly from INTECH Process Automation. Purchases
made from appointed distributors or other independent resellers will be subject
to terms and conditions of sale as may be separately established by each such distributor
or reseller, which will in no event be binding upon INTECH Process Automation unless otherwise expressly
agreed to. However, INTECH Process Automation extends its standard Manufacturer’s Warranty to
customers purchasing INTECH Process Automation branded products and related services from their local
authorized INTECH Process Automation distributor. Such Manufacturer’s Warranty is in lieu of all other
warranties, which are expressly disclaimed.
These general terms and conditions of sale are as in effect at
the time of publication and are subject to change at any time.
These general terms and conditions of sale (along with any associated
written specification, quotation and/or supplemental terms and conditions provided
by Seller) exclusively will govern the sale or licensing by Seller of all goods
and services (including without limitation, hardware, firmware and software products,
training, programming, maintenance, engineering, and services – hereinafter, "Products")
furnished to Buyer hereunder, whether such sale or licensing is effected by paper-based
transactions or via facsimile or other forms of electronic data interchange (“EDI”)
or electronic commerce, and represents the entire agreement between Buyer and Seller
with respect thereto. Buyer's receipt or acceptance of delivery of any of the Products
ordered or purchased hereunder will constitute its acceptance of these terms and
conditions. No addition or modification to these terms and conditions will be binding
on Seller unless agreed to in writing signed by an authorized representative at
Seller's headquarters. Seller objects to and rejects other terms and conditions
that may be proposed by Buyer or that appear on or are referenced in Buyer's purchase
order or requisition that are in addition to or otherwise not consistent with the
terms and conditions set forth or referenced herein.
Advance on the date of invoice unless in case of ongoing approved
credit as determined by Seller. Seller may render partial invoices and require progressive
payments. Seller reserves the right to render invoices electronically and to receive
payment by way of electronic funds transfer. Payment by credit card, when permitted,
is subject to credit card validation and authorization both at time of agreement
and immediately prior to shipment. Seller reserves the right to suspend any further
performance hereunder or otherwise in the event payment is not made when due. No
payment by offset is permitted. Interest charges will be added to overdue invoices
at the rate of 1.5% per month (subject to any limit imposed by applicable law).
Delivery terms are Ex Works Seller's plant or warehouse (per current
Incoterms) or as otherwise agreed to as evidenced by Seller's order acknowledgment.
In all cases title transfers to Buyer upon the earlier of Seller's delivery to Buyer
or receipt by the first carrier for transport to Buyer, except that title to all
intellectual property rights associated with the Products remains with Seller or
its suppliers and licensors. Acknowledged shipping dates are approximate only and
based on prompt receipt of all necessary information from Buyer. Seller disclaims
all liability for late delivery. Where applicable, prepaid shipping will be billed
as a separate invoice item.
- Unless otherwise provided in a Seller or third party license,
Seller warrants that standard software or firmware Products furnished hereunder,
when used with Seller-specified hardware, will perform in accordance with published
specifications prepared, approved, and issued by Seller for a period of one (1)
year from the date of invoice from Seller or its appointed distributor, as the case
may be. Seller makes no representation or warranty, express or implied, that the
operation of the software or firmware Products will be uninterrupted or error free,
or that the functions contained therein will meet or satisfy Buyer's intended use
or requirements.
- Services: Seller warrants that Products comprised solely of
services (e.g., training, on-site technical support, engineering and custom application
programming services) will be performed by appropriately skilled personnel employed
or retained by Seller.
- Recyclable Materials: In keeping with environmental policies
and practices, Seller reserves the right to utilize in its product manufacturing,
repair and remanufacturing processes certain recyclable materials (e.g., fasteners,
plastics and the like) or remanufactured parts equivalent to new in performance
or parts which may have been subject to incidental use. However, such utilization
will not affect any provided Product warranty or published reliability statistics.
- General: Warranty satisfaction is available only if (a) Seller
is provided prompt written notice of the warranty claim and (b) Seller's examination
discloses that any alleged defect has not been caused by misuse; neglect; improper
installation, operation, maintenance, repair, alteration or modification by other
than Seller; accident; or unusual deterioration or degradation of the Products or
parts thereof due to physical environment or electrical or electromagnetic noise
environment.
- THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND
CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR PERFORMANCE OR APPLICATION
WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. Rights under the
above warranties (subject to noted limitations) extend to Buyer's customers if Buyer
is a Seller-appointed distributor for the Products.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER WILL
NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS,
ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT
IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
OF ANY KIND. SELLER'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS
AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED,
WILL NOT EXCEED THE COST OF THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY.
SELLER DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE
PROVIDED BY, BUT NOT REQUIRED OF SELLER HEREUNDER. ANY ACTION AGAINST SELLER MUST
BE BROUGHT WITHIN SIX (06) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS
AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION
HEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT
OF SELLER'S VENDORS, APPOINTED DISTRIBUTORS AND OTHER AUTHORIZED RESELLERS AS THIRD-PARTY
BENEFICIARIES. EACH PROVISION HEREOF WHICH PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT
OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.
Except as excluded herein, Seller will defend any suit or proceeding
brought against Buyer arising out of a claim that the design or construction of
the Products sold or licensed hereunder by Seller infringes any patent, copyright
or trademark granted or registered in the country of Seller's shipping destination,
provided (a) Buyer promptly notifies Seller in writing of any such claim and any
suit or proceeding, (b) at Seller's expense, Buyer gives Seller the sole right to
defend, settle and control the defense of the suit or proceeding, (c) Buyer provides
all necessary information and assistance for such defense or settlement, and (d)
Buyer takes no position adverse to Seller in connection with such claim. In the
event Seller is obligated to defend such suit or proceeding, Seller will pay all
costs and damages finally awarded or agreed upon by Seller that are directly related
thereto. Seller's obligations under this paragraph will be fulfilled if Seller,
at its option and expense: (i) procures for Buyer the right to continue using such
Products, (ii) replaces the same with non-infringing equipment/software having functionality
similar to that of the Products, (iii) modifies the Products to make them non-infringing
while retaining similar functionality, or (iv) if (i)-(iii) are not commercially
practicable, refunds to Buyer the purchase price of the affected Products in exchange
for their return. Seller will have no obligation to defend or for any other liability
with respect to: [a] any suit or proceeding to the extent based on or arising out
of a configuration or modification made, specified or requested by Buyer and which
is incorporated into or constitutes the Products, [b] the use of the Products in
a process or application specified, requested or controlled by Buyer or any third
parties, or [c] the use of the Products in combination with other equipment, software
or materials not supplied by Seller. As used in this paragraph, the term “Products”
shall mean only Seller's standard hardware and software that are generally commercially
available, and expressly excludes third-party-branded equipment/software. THIS PARAGRAPH
IS IN LIEU OF ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, THAT
THE PRODUCTS WILL BE FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT
OR THE LIKE.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, SELLER MAKES NO REPRESENTATIONS,
PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND DISCLAIMS ALL
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED RELATIVE TO ANY THIRD-PARTY BRANDED PRODUCT
OR SERVICE (INCLUDING TRAINING) WHICH MAY BE RESOLD OR SUBLICENSED BY SELLER AS
A DISCRETE ITEM HEREUNDER.
Use of Products comprised of software may be subject to Buyer's
acceptance of additional terms and conditions set forth in separate Seller or third-party
license agreements that will control to the extent necessary to resolve any conflict
with the terms and conditions stated or otherwise referenced herein. In the absence
of a separate Seller's license agreement, Buyer is granted a non-exclusive, non-transferable
license to use provided Seller's software or firmware only in object code form and
solely in conjunction with Seller-provided Products, with no rights to sublicense,
disclose, disassemble, decompile, reverse engineer, or otherwise modify the software
or firmware.
Buyer-specified packing or marking may be subject to additional
charges not otherwise included in the price of the Products.
Published or advertised weights and dimensions are estimates or
approximations only and are not warranted.
Prices and other information shown in any Seller publication (including
product catalogs and brochures) are subject to change without notice and to confirmation
by specific quotation. Such publications are not offers to sell and are maintained
only as a source of general information. Prices do not include sales, use, excise,
customs, value-added or similar taxes. Buyer will pay or reimburse Seller for all
such taxes as may be applicable. Time and material services will be provided in
accordance with Seller's published service rates (including applicable overtime
and travel expenses) in effect as of the date such services are provided, unless
otherwise confirmed by Seller's written quotation or order acknowledgment. Billable
service time includes travel time to and from the job site and all time Seller's
representatives are available for work and waiting (whether on or off the job site)
to perform the services.
Buyer-requested order changes, including those affecting the identity,
scope and delivery of the Products, must be documented in writing and are subject
to Seller's prior approval and adjustments in price, scheduling and other affected
terms and conditions. In any event, Seller 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 Seller's design or manufacturing
capabilities. Seller further reserves the right to substitute using the latest superseding
revision or series or equivalent Product having comparable form, fit and function.
All returns of Products will be pursuant to Seller's instructions.
Non-warranty returns of unused and resalable Products for credit will be subject
to Seller's return policies in effect at the time, including applicable restocking
charges and other conditions of return. Products returned under warranty must be
properly packed and shipped to Seller-specified locations. Shipping containers must
be clearly marked per Seller's instruction and shipped freight prepaid by Buyer.
Notwithstanding the foregoing, all sales of “Open Box” Products and any third-party
branded products are final and do not qualify for non-warranty return.
Cancellation by Buyer prior to shipment is permitted only by written
notice and upon payment to Seller of reasonable cancellation and restocking charges,
including reimbursement for direct costs. Cancellation charges associated with orders
for custom Products or Products specifically manufactured to Buyer's specification
may equal the actual selling price of the Products. Seller has the right to cancel
an order for cause at any time by written notice, and Seller will be entitled to
cancellation and restocking charges as identified above. No termination by Buyer
for cause will be effective unless and until Seller has failed to correct such alleged
cause within forty-five (45) days after receipt of Buyer's written notice specifying
such cause.
Seller will not be liable for any loss, damage or delay arising
out of its failure (or that of its subcontractors) to perform hereunder due to causes
beyond its reasonable control, including without limitation, acts of God, acts or
omissions of Buyer, acts of civil or military authority, fires, strikes, floods,
epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation,
or transportation embargoes. In the event of such delay, Seller's performance date(s)
will be extended for such length of time as may be reasonably necessary to compensate
for the delay.
Application of government contract regulations and clauses to
the Products or the agreement evidenced by these terms and conditions are subject
to the separate review and consent by an authorized representative at Seller's headquarters.
Products sold or licensed hereunder are not intended to be used, nor should they
be used, in any nuclear-related application either as a "Basic Component" as defined
under United States nuclear regulations or under similar nuclear laws and regulations
of any other country or otherwise.
Products and associated materials supplied or licensed hereunder
may be subject to various export laws and regulations. It is the responsibility
of the exporter to comply with all such laws and regulations. Notwithstanding any
other provision herein to the contrary, in the event that U.S. or local law requires
export authorization for the export or re-export of any Product or associated technology,
no delivery can be made until such export authorization is obtained, regardless
of any otherwise promised delivery date. In the event that any required export authorization
is denied, Seller will be relieved of any further obligation relative to the sale
and/or license and delivery of the Product(s) subject to such denial without liability
of any kind relative to Buyer or any other party. Seller will not comply with boycott
related requests except to the extent permitted by U.S. law and then only at Seller's
discretion.
The parties will attempt in good faith promptly to resolve any
dispute arising hereunder by negotiations between representatives of the parties
who have authority to settle the dispute. If unsuccessful, the parties further will
attempt in good faith to settle the dispute by non-binding third-party mediation,
with mediator fees and expenses apportioned equally to each side. Any dispute not
so resolved by negotiation or mediation may then be submitted to a court of competent
jurisdiction in accordance with the terms hereof. These procedures are the exclusive
procedures for the resolution of all such disputes between the parties.
The agreement evidenced hereby and all disputes arising there
under will be governed by and interpreted in accordance with the internal laws and
will be subject to the exclusive jurisdiction of the courts of the state, province
or other governmental jurisdiction in which Seller's principal place of business
resides, but specifically excluding the provisions of the 1980 UN Convention on
Contracts for the International Sales of Goods. Should any term or provision hereof
be held wholly or partly invalid or unenforceable under applicable law, the remainder
of the agreement evidenced hereby will not be affected thereby.
The agreement evidenced hereby may not be assigned by either party
without the written consent of the other (which consent will not be unreasonably
withheld). However, consent will not be required for internal transfers and assignments
as between Seller and its parent company, subsidiaries or affiliates as part of
a consolidation, merger or any other form of corporate reorganization.
The parties acknowledge that they have required that the agreement
evidenced hereby be drawn up in English. Les parties reconnaissent avoir exigé la
rédaction en anglais du Contrat. In the event of a conflict between the English
and other language versions, the English version will prevail.
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