- TITLE. Title to the Products shall pass at Saturn Overhead Equipment’s plant. Saturn Overhead Equipment retains a security interest and right of possession in the Products until Customer makes full payment.
- TAXES. Product prices are exclusive of, and Customer is responsible for, applicable sales, use, service, value added or like taxes.
- PRICES AND PAYMENT. All quotations shall expire thirty (30) days from date of issuance, unless otherwise set forth on the quotation or agreed in writing. Customer shall make payment in full prior to delivery by wire transfer, ACH payment, Company Check, cashier’s check, credit card, or money order, unless Saturn Overhead Equipment approves Customer for credit terms. If Saturn Overhead Equipment approves Customer’s credit application, payment shall be due no later than 30 days from the date of Saturn Overhead Equipment’s invoice. All sums not paid when due shall accrue interest daily at the lesser of a monthly rate of 1.5% or the highest rate permissible by law on the unpaid balance until paid in full. Payments for orders accepted in the United States shall be made in U.S. Dollars. In the event of any order for several units, each unit(s) will be invoiced when shipped. Exceptions will be made for government purchase orders.
- ORDERS. All orders are subject to acceptance by Saturn Overhead Equipment. Saturn Overhead Equipment’s booking of an order or transmission of an Order Acknowledgement to Customer shall constitute Saturn Overhead Equipment’s acceptance of an order. In no case shall acceptance of an order be conditioned upon submission or acceptance of approval drawings.
- DELIVERY. Saturn Overhead Equipment shall deliver the Products to a carrier at Saturn Overhead Equipment’s plant and, if the Products are sold to a Customer outside the United States a freight forwarder will be used at the customer’s expense. Customer shall pay all freight charges, applicable import duties, and other necessary fees and shall bear the risks of carrying out customs formalities and clearance. Saturn Overhead Equipment may direct ship product at its sole discretion. Orders are entered as close as possible to the Customer’s requested shipment date, if any. Shipment dates are scheduled after acceptance of orders and receipt of necessary documents. Claims for shipment shortage shall be deemed waived unless presented to Saturn Overhead Equipment in writing within forty-five (45) days of shipment.
- LIMITED WARRANTY. Saturn Overhead Equipment manufactured and branded Products are warranted against defect in material and workmanship for a period of one year from the date of delivery of the Products to Customer. The warranty is valid for the original purchaser of the Products only and may not be assigned or transferred. Products resold by Saturn Overhead Equipment carry the original manufacturer’s warranty. Any Products found by Saturn Overhead Equipment to be defective in material or workmanship will be repaired, replaced with same or similar device, or refunded at Saturn Overhead Equipment’s sole discretion. Customer must obtain a Return Material Authorization number from Saturn Overhead Equipment before returning any Products under warranty to Saturn Overhead Equipment. Customer shall pay expenses for shipment of repaired or replacement Products to and from Saturn Overhead Equipment. After examining and testing a returned Product, if Saturn Overhead Equipment concludes that a returned Product is not defective, Customer will be notified, the Product returned at Customer’s expense, and a charge made for examination and testing. This Limited Warranty is void if failure of the Products has resulted from accident, abuse, neglect, misapplication, faulty installation, improper calibration by Customer or unauthorized maintenance or repair.
- CUSTOMER REMEDIES. Saturn Overhead Equipment’s sole obligation (and Customer’s sole remedy) with respect to the foregoing Limited Warranty shall be to, at Saturn Overhead Equipment’s option, return the fees paid or repair/replace any defective Products, provided that Saturn Overhead Equipment receives written notice of such defects. Customer may not bring an action to enforce its remedies under the foregoing Limited Warranty more than one (1) year after the accrual of such cause of action.
- RETURN/CANCELLATION/CHANGE POLICY. Customer may not cancel an order after acceptance by Saturn Overhead Equipment without Saturn Overhead Equipment’s consent, which shall be solely in the discretion of Saturn Overhead Equipment. An order may only be cancelled by Customer upon the payment to Saturn Overhead Equipment of the cost of raw materials, component parts, engineering, manufacturing, sales commissions, and administrative time and supplies that have been incurred related to the order, as well as the profit which Saturn Overhead Equipment would have made on the completed order. Notwithstanding the above, a deposit from Customer is non-refundable and shall be retained by Saturn Overhead Equipment if Customer cancels an order for any reason. Customer may not return unwanted Products without a Return Material Authorization Form. All third-party products resold by Saturn Overhead Equipment are final. A Return Material Authorization number must be obtained from Saturn Overhead Equipment for return of any Products. Saturn Overhead Equipment may terminate any order if any representations made by Customer to Saturn Overhead Equipment are false or misleading. Changes to orders shall not be binding upon nor be put into effect by Saturn Overhead Equipment unless confirmed in writing by Saturn Overhead Equipment’s appropriate representative.
- OWNERSHIP OF DRAWINGS AND SPECIFICATIONS. All drawings, specifications, data and other engineering or design work product prepared by Saturn Overhead Equipment are to remain the property of Saturn Overhead Equipment and shall not be used by Customer without Saturn Overhead Equipment’s express approval.
- NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. SATURN OVERHEAD EQUIPMENT DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. SATURN OVERHEAD EQUIPMENT EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN.
- NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SATURN OVERHEAD EQUIPMENT AND ITS LICENSORS, DISTRIBUTORS, AND SUPPLIERS (INCLUDING ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, OR ANY OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF SATURN OVERHEAD EQUIPMENT OR ITS LICENSORS, DISTRIBUTORS, AND SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL, CUMULATIVE, AGGREGATE LIABILITY OF SATURN OVERHEAD EQUIPMENT, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, MISREPRESENTATION, EQUITY OR OTHERWISE, EXCEED THE FEES PAID FOR THE SPECIFIC PRODUCT THAT ARE THE SUBJECT OF SUCH CLAIM. CUSTOMER ACKNOWLEDGES THAT THE APPLICABLE PURCHASE PRICE OR LICENSE FEE FOR THE PRODUCTS REFLECTS THIS ALLOCATION OF RISK.
- WARNING: SATURN OVERHEAD EQUIPMENT PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN CONNECTION WITH SURGICAL IMPLANTS OR AS CRITICAL COMPONENTS IN ANY LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN.
- FORCE MAJEURE. Saturn Overhead Equipment shall be excused for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of governments, natural catastrophes, acts of Customer, interruptions of transportation or inability to obtain necessary labor or materials. Saturn Overhead Equipment’s estimated shipping schedule shall be extended by a period of time equal to the time lost because of any excusable delay. In the event Saturn Overhead Equipment is unable to perform in whole or in part because of any excusable failure to perform, Saturn Overhead Equipment may cancel orders without liability to Customer.
- LIMITED INDEMNITY AGAINST INFRINGEMENT. Saturn Overhead Equipment shall, at its own expense, defend any litigation resulting from sales of the Products to the extent that such litigation alleges that the Products or any part thereof infringes any United States patent, copyright, or trademark, provided that such claim does not arise from the use of the Products in combination with equipment or devices not made by Saturn Overhead Equipment or from modification of the Products, and further provided that Customer notifies Saturn Overhead Equipment immediately upon its obtaining notice of such impending claim and cooperates fully with Saturn Overhead Equipment in preparing a defense. If Customer provides to Saturn Overhead Equipment the authority, assistance, and information Saturn Overhead Equipment needs to defend or settle such claim, Saturn Overhead Equipment shall pay any final award of damages in such suit and any expense Customer incurs at Saturn Overhead Equipment’s written request, but Saturn Overhead Equipment shall not be liable for a settlement made without its prior written consent. If the Products are held to be infringing and the use thereof is enjoined, Saturn Overhead Equipment shall, at its option, either (i) procure for the Customer the right to use the Products, (ii) replace the Products with others which do not constitute infringement, or (iii) remove the infringing Products and refund the payment(s) made therefore by Customer. The foregoing states the Customer’s sole remedy for, and Saturn Overhead Equipment’s entire liability and responsibility for, infringement of any patent, trademark, or copyright relating to the Products provided hereunder. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT.
- ACKNOWLEDGMENT/GOVERNING LAW. Customer acknowledges reading these Terms and Conditions, understands them and agrees to be bound by them. A waiver of any provision of this agreement shall not be construed as a waiver or modification of any other term hereof. With respect to all orders accepted by Saturn Overhead Equipment in the United States, disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the State of Ohio without regard to principles of conflicts of laws. With respect to all orders accepted by Saturn Overhead Equipment outside the United States, disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the country and locality in which Saturn Overhead Equipment accepts the order without regard to principles of conflicts of laws.
