Omron Elevator Terms and Conditions

1. Scope

These Terms and Conditions (“Terms”) govern the supply and sale of Omron elevator products (“Products”) and related services (“Services”) by Omron (“Seller”) to you (“Buyer”). These Terms apply to all quotations, orders, and acknowledgments, unless otherwise agreed in writing by Seller.

2. Orders and Acceptance

• Buyer’s order for Products and Services constitutes an offer to purchase. Seller’s acceptance of the order is confirmed by written acknowledgment (“Acknowledgement”).
• The Acknowledgement will specify the Products, Services, quantities, prices, payment terms, and delivery schedule.
• Any changes to the order must be mutually agreed upon in writing by both parties.

3. Prices and Payment

• Prices for Products and Services are as stated in the Acknowledgement and are subject to change without prior notice.
• Payment terms are net 30 days from the date of invoice. Late payments will be subject to a late fee of [percentage]% per month.
• Buyer is responsible for all applicable taxes and duties.

4. Delivery and Risk of Loss

• Delivery terms are Ex Works (Incoterms 20**[latest version year]**) unless otherwise agreed in writing.
• Risk of loss for Products transfers to Buyer upon delivery.
• Seller will arrange for transportation at Buyer’s expense and upon Buyer’s instructions.
• Delivery dates are estimates only and Seller will not be liable for delays.

5. Inspection and Acceptance

• Buyer shall inspect the Products upon delivery and notify Seller of any non-conformities within [number] days of delivery.
• Buyer’s failure to notify Seller within this timeframe constitutes acceptance of the Products.

6. Warranty

• Seller warrants that the Products will be free from defects in materials and workmanship for a period of [warranty period] from the date of delivery.
• This warranty is limited to repair or replacement of defective Products, at Seller’s sole discretion.
• This warranty does not cover defects caused by misuse, improper installation, or normal wear and tear.
• Seller makes no other warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose.

7. Limitation of Liability

• Seller’s liability for any claim arising out of or related to the Products or Services is limited to the purchase price of the Products.
• Seller shall not be liable for any consequential, indirect, incidental, or special damages, even if advised of the possibility of such damages.

8. Intellectual Property

• All intellectual property rights in the Products and Services are owned by Seller or its licensors.
• Buyer is granted a non-exclusive, non-transferable license to use the Products and Services in accordance with these Terms.

9. Indemnification

• Buyer agrees to indemnify and hold harmless Seller from any and all claims, losses, damages, and expenses (including attorneys’ fees) arising out of or related to Buyer’s use of the Products or Services.

10. Termination

• Seller may terminate these Terms for cause, including but not limited to Buyer’s failure to pay for Products or Services when due.
• Upon termination, Seller may repossess any unpaid-for Products.

11. Governing Law

• These Terms shall be governed by and construed in accordance with the laws of [jurisdiction].

12. Entire Agreement

• These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

13. Amendment

• These Terms may only be amended by a written agreement signed by both parties.

14. Severability

• If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

15. Waiver

• No waiver by Seller of any breach of these Terms shall be deemed a waiver of any subsequent breach.

16. Notices

• All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier, addressed as follows:

  • If to Seller: [Omron Address]
  • If to Buyer: [Buyer Address]

17. Force Majeure

• Seller shall not be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, labor disputes, or shortages of materials.