Webshop (US) - Terms of Sale
OMICRON electronics Corp. USA
3550 Willowbend Blvd, Houston TX 77054
1 General Provisions
By placing your webshop-order you agree to be bound by the following OMICRON terms and conditions of sale (the "Terms of Sale" which shall be applicable to all agreements, offers and deliveries regarding webshop sales. In the Terms of Sale, "we", "us" and OMICRON means OMICRON electronics Corp. USA; "you" and "the business customer" means the purchasing company and the "parties" means you and us. In order to become effective, any deviating terms of the business customer must be explicitly approved by us. We reserve the right to change the Terms of Sale so please review each time you purchase.
2 Order Placement and Acceptance
We solely sell and dispatch goods to business customers.
Your order constitutes an offer to purchase goods from us. After finishing your order you will get an acknowledgement e-mail showing your final order details. This does not indicate our acceptance. The acceptance of your order will take place only when we dispatch the goods to you.
3 Product descriptions
Small deviations and technical changes compared to the photographs and descriptions can occur. Some pictures in the webshop are only of symbolic nature.
For purchases in the webshop we accept MasterCard, Visa, American Express credit cards.
We use safe industry-standard SSL encryption software to securely process your credit card transaction. The payment is taken from your card at the time you place your order.
If you prefer another payment method please send, fax or email your order to our service center as shown in the contact section of the website.
You will not acquire ownership of any product from us until the invoice amount has been fully paid.
The prices given in the webshop are net prices. The applicable sales tax is calculated individually based on the delivery address during the ordering process and is added before you finish your order.
OMICRON shall use commercially reasonable efforts to meet any estimated or projected delivery date but no delivery date is guaranteed or warranted. Delivery shall be EXW shipping point or origin or such other place as may be designated by OMICRON, as specified in the applicable written quotation or other signed writing from OMICRON, and the shipment of products from and after such place and time of delivery shall be made at the expense and risk of the business customer. OMICRON reserves the right to quote additional charges for any special routing, packing, labeling, handling or insurance requested by the business customer.
Shipping is provided at the cost indicated in the webshop and at the risk of the business customer. OMICRON reserves the right to cancel and refund an order if a shipping problem arises which is unfavorable for OMICRON or the business customer. Should any costs, charges, taxes or other levies be incurred in connection with the delivery of any products or services, such costs, charges, taxes or other levies shall be borne by the business customer.
8 Taxes and Duties
All goods ordered in this webshop are shipped from the United States, therefore usually no custom charges or import fees apply for deliveries to business customers within the United States. If and to the extent goods ordered from this webshop are shipped from points outside the United States (as indicated in the webshop) or shipped to points outside the United States (as designated by you when placing your order), you are responsible for any payment of applicable taxes, customs charges, import fees or other fees. Since customs policies are different from country to country; you should contact your local customs office for further information on charges and clearance procedure before placing an order. When ordering from OMICRON, you are considered the importer of record and must comply with all laws and regulations of the United States (if and to the extent applicable) and of the country in which you are receiving the goods. Below are links which contain helpful information on import customs and duties.
1. International taxes and duties - Contains a general estimate range of taxes and duties for each country, provided by the United Stated Council for International Business (USCIB).
2. International customs - List of international customs website to get information on regulations and limitations for that country, provided by the USCIB.
9 Order Cancellation
If you are not satisfied with any products you buy from us, return the product to us within the first 14 calendar days from the date of receipt and we will refund your full purchase price. Please send an email request with the following information to [email protected] within the 14 day period:
Your name, Email address, and phone number
Copy of the original invoice
Upon receipt of the Email you will be contacted for follow up. Please note that incomplete information for returns will not be processed. All returns must be in their original packaging and contain all items shipped with the product. Your payment will be returned as soon as we receive the product. You are responsible for shipping charges to return the product to OMICRON.
10 Warranty / Damages
10.1 OMICRON makes no product warranty except as provided below in this paragraph 10 or as required by the law of any pertinent jurisdiction. EXCEPT AS PROVIDED BELOW IN THIS PARAGRAPH 10 OR AS REQUIRED BY THE LAW OF A PERTINENT JURISDICTION, OMICRON WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES, EVEN IF INFORMED OF THE POSSIBLILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY ACTUAL, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATED IN ANY WAY (I) TO OMICRONS PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION TECHNICAL SUPPORT SERVICES PROVIDED IN RESPECT TO ITS PRODUCTS, OR (II) TO ANY AGREEMENTS, OFFERS OR DELIVERIES ENTERED INTO OR MADE BY OMICRON. OMICRON shall not be liable for the acts or omissions of any third parties for any reason. OMICRON only warrants as follows:
(a) Under normal use and service of OMICRONs products, OMICRON warrants that: (i) any software which is part of the products will perform substantially in accordance with the accompanying product manual(s) for a period of one (1) year from the date the business customer receives such products (the Receipt Date); (ii) any hardware (other than hardware modules) which is part of the products will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from the Receipt Date; and (iii) any hardware modules which are part of the products will be free from defects in materials and workmanship under normal use and service for a period of one hundred eight-three (183) days from the Receipt Date.
(b) OMICRON's entire obligation under its warranty, and the business customers exclusive remedy shall be, at OMICRON's option, either (i) return of the price paid or (ii) repair or replacement of the products which do not meet the warranty contained in the immediately preceding paragraph 10.1(a), but only if such defective product and a copy of the invoice from the business customer such defective product are first returned to OMICRON.
OMICRON DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED (BY STATUTE, TRADE USAGE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ITS PRODUCTS, TECHNICAL SUPPORT SERVICES PROVIDED IN RESPECT TO ITS PRODUCTS, THE ACCOMPANYING PRODUCT MANUALS (IF ANY) AND OTHER WRITTEN MATERIALS (IF ANY). To the greatest extent permitted by applicable law, the limitations and exclusions set forth in this paragraph 10 will apply regardless of whether liability arises from breach of contract, warranty, tort (including without limitation, negligence), by operation of law, or otherwise.
10.2 The foregoing warranty does not include (i) parts which are subject to normal wear and tear, (ii) expendable items, or (iii) the replacement of any such parts or items.
10.3 The foregoing warranty shall immediately lapse, and shall exclude all related claims for warranty, if the business customer or any third party (i) modifies, repairs or maintains the delivered products other than as authorized in writing by OMICRON, (ii) modifies the technical specifications of the delivered products, (iii) otherwise alters or intervenes in the intended design of the delivered products, (iv) uses unsuitable data media, or (v) if notice of the defect is not given immediately by the business customer to OMICRON. Also excluded from warranty is any product which has been subject to misuse, negligence, accident, inappropriate environment, or lack of normal maintenance or has been operated in any way other than its intended use.
If a product or device is being sent to OMICRON for repair, all work must be performed in the plants or certified repair centers of OMICRON, and the business customer shall be obligated to deliver such product or device to such plant or repair center at the business customers own risk and expense, together with a repair order. Upon completion of the repair service, OMICRON shall deliver the device CIP or FOB to the location from which the business customer shipped it, all as determined by OMICRON in its sole, absolute and uncontrolled discretion. OMICRON shall pay transportation costs related to such return delivery, but shall not assume any liability for any loss of or damage to goods in transit.
The intellectual property rights in all products, software, devices and services, and in all related copyrights, patent rights, trademark rights or proprietary rights, shall be and remain OMICRONs sole and exclusive property.
The business customer and OMICRON shall each keep strictly confidential all information received from the other in connection with their business relationship and their transaction, and neither the business customer nor OMICRON shall disclose such information to any third party except as required by law; provided, however, OMICRON shall be entitled to use business customer's data for any marketing purposes, e.g., providing customer references.
14 Final Provisions
14.1 Any document signed by an authorized representative of OMICRON, and these Terms of Sale, shall constitute the entire agreement between the business customer and OMICRON and may be amended or modified only with the mutual written consent of the business customer and OMICRON.
14.2 In order to avoid misunderstandings, any changes of and amendments to these Terms of Sale or other related agreements must be made in writing in order to be effective. Any waiver of any provisions of these Terms of Sale or other related agreements, including any waiver of any rights or remedies of the parties thereunder, must be in writing to be effective. Any failure, neglect, or delay by a party to at any time enforce any such provisions, rights or remedies (i) will not be construed and will not be deemed to be a waiver of such partys rights, (ii) will not in any way affect the validity of all or any part of these Terms of Sale or other related agreements, and (iii) will not prejudice such Partys right to take subsequent actions to enforce such provisions, rights or remedies.
14.3 Should one or more provisions of these Terms of Sale or other related agreements or amendments, be determined to be illegal, invalid, or unenforceable, in whole or in part, then any such illegal, invalid or unenforceable provision (i) shall not affect the legality, validity or enforceability of the remaining provisions of these Terms of Sale or other related agreements, and (ii) shall be replaced with a legal, valid and enforceable provision which is as similar as possible to the terms and intended economic purpose of the original provision.
14.4 All relationships between OMICRON and the business customer shall be exclusively governed by the laws of the State of Texas (without regard to choice of law principles thereunder).
14.5 Both OMICRON and the business customer shall make commercially reasonable efforts to settle out of court all Disputes by mediation. Should the parties fail to reach an agreement within a period of four weeks, any Dispute shall, at OMICRONs option, be finally settled by a court of competent jurisdiction in Houston, Texas or by final and binding arbitration conducted before an arbitral tribunal pursuant to the arbitration and conciliation rules of the International Chamber of Commerce by one or several arbitrators appointed in accordance with such rules. The place of arbitration shall be Houston, Texas. The language of the arbitration proceedings shall be English. The arbitral tribunal shall apply the law as specified in paragraph 14.4 above. The four-week period shall commence upon receipt of a contracting partys written request to settle a Dispute. For purposes of this paragraph 14.5, Dispute means any dispute arising from (i) the agreements, offers and deliveries by OMICRON or business customer or (ii) any breach, annulment or invalidity of any provision of an agreement or offer. The business customer hereby consents that any data related to these Terms of Sale may be stored on an Electronic Data Processing device by OMICRON and may be transmitted to other affiliates or business divisions of OMICRON as needed (i) to provide the contractual services or products, (ii) to handle the business customers affairs or (iii) for any business activities performed by OMICRON.