In these terms and conditions
1.1 'Company' means DAX Automation, Inc.
1.2 'Buyer' means the person receiving a quotation or buying the goods or services from the Company.
1.3 ‘Goods’ means the products or services specified in the Order and Contract.
1.4 ‘Order’ means the formal written request by the Buyer, to the Seller, for the provision of the Goods.
1.5 ‘Contract’ means the binding agreement, errors and omissions excepted, made between the Buyer and Company for the supply of the Goods against the terms and conditions detailed here in this document.
1.6 The Company shall sell and the Buyer shall purchase the Goods specified in the Order.
1.6.1 Once an Order is confirmed no refunds are possible for non-stock items that are not defective (see clause 6).
In the event an ordered item can be accepted for refund there will be a handling charge.
1.7 Any of the terms and provisions of the Buyer's Order which are inconsistent with these conditions or which are not expressly contained herein shall not be binding on the Company and shall not form part of the Contract.
1.8 No waiver, alteration or modification of any of the provisions hereof or any statement or representation shall be binding unless in writing and signed by a Director or the Secretary of the Company and attached to or endorsed on the order accordingly.
1.9 All brochures, catalogues, price lists, samples and other advertising or descriptive material submitted to the Buyer shall not form part of the Contract unless expressly incorporated herein.
1.10 The Buyer shall be responsible for complying with any legislation or regulations governing the export and import of goods into the country of destination (and any other country through which the goods pass in transit) and for the payment of any duties, levies, taxes or similar thereon. The Buyer shall fully indemnify the Company against any fines, penalties, costs, claims, damages, losses and expenses suffered by the Company as a result of the Buyer failing to comply with this clause 1.10.
2.1 The price of the Goods and Services shall be the price listed in the Company's quotation current at the date of acceptance of the Buyer's Order or such other price as may be agreed in writing by the Company and the Buyer.
2.2 Where the Company has quoted a price for the Goods it shall be valid for 30 days only or such lesser time as the Company may specify.
2.3 The Company reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions.
2.4 Except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in writing between the Buyer and the Company, all prices are exclusive of the Company's charges for packaging and transport. Prices are also exclusive of Credit Card and PayPal service charges which are 3.5% and 3.6% of the sales price respectively.
2.5 Sales tax or any other local, State or Federal tax imposed on the transaction between the Company and the Buyer shall be paid by Buyer in addition to price quoted or invoiced. The Buyer shall provide the Company, at the time the order is submitted, an exemption certificate or other document acceptable to the authority imposing the tax.
3.1 Terms for payment shall be as agreed in advance by the parties.
3.2 If the Buyer shall fail to pay any amount when due or if the Buyer shall fail or refuse to accept delivery of any goods or to give delivery instructions when the goods are ready for collection or despatch or if the Buyer is in breach of terms and conditions of any contract with the Company then the purchase price of all goods invoiced or despatched by the Company shall become immediately due and payable by the Buyer and the Company shall, in its absolute discretion be entitled to treat as cancelled every contract made with the Buyer or, at the Company's option to suspend or continue the delivery of goods without prejudice to any other rights of the Company and to recover all expenses, losses and damages resulting to the Company.
3.3 Interest shall accrue on all sums due and outstanding at the rate of 1.5% per month.
3.4 Any dispute concerning payments must be notified to the Company's Credit Controller in writing within fourteen days of the date of the first statement following the invoice therefore and unless so submitted such statements and the invoices shall be deemed to be correct. The Company reserves the right to recover from the Buyer all expenses incurred by the Company in the collection of any overdue sums, including but not limited to attorney’s fees, court costs and other costs of collection.
4.1 The risk in the goods and all liability to third parties in respect thereof shall (where shipment is arranged by the Buyer) pass to the Buyer immediately upon delivery to the carrier or (where shipment is arranged by the Company) immediately upon delivery to the Buyer (save for export orders where risk shall pass to the Buyer upon delivery of the goods to the carrier at the relevant port) but property and legal title in the goods shall pass to the Buyer only upon payment in full of all funds payable to the Company in respect of such goods and all other goods or services sold or supplied to the Buyer under any other contract.
4.2 The Buyer shall, at all times, prior to full payment for the goods or products, hold the goods as bailee and fiduciary agent for the Company and store the goods or products referred to in 4.1 above in such a way that they are clearly identified as being the property of the Company and referable to each particular invoice.
4.3 Failure to pay the full amount due shall give the Company the right (without prejudice to any other right it may have) to repossess the goods at the Company's absolute discretion and the Buyer hereby irrevocably authorises the Company, its servants or agents, to enter on any land or premises upon which the goods are situated using force as necessary to give effect hereto. All goods supplied by the Company in the Buyer's possession shall be presumed to belong to the Company (unless the Buyer can prove otherwise).
4.4 The Buyer shall not be entitled to sell, transfer, charge or otherwise dispose of the goods until such time as payment in full has been made except on the following conditions.
4.4.1 The Buyer shall hold all monies it received for such goods on trust for the Company and shall account immediately to the Company for all such monies to the extent of its indebtedness to the Company and shall nevertheless hold such monies in a separate account to identify them clearly as being the property of the Company;
4.4.2 The Buyer shall keep full and proper records of all goods sold in which the Company has retained property and of all monies received thereof;
4.4.3 The Buyer shall hold all such goods as bailee for the Company and is obligated not to destroy, deface or obscure any identifying mark, plate or packaging in relation to the goods;
4.4.4 The Buyer shall insure with a reputable insurance company any goods which are the property of the Company which are in the Buyer's possession for the full replacement value and the Company shall on demand be entitled to inspect all insurance documents and receipts in respect thereof and the Buyer shall account to the Company for any insurance proceeds it receives for the goods.
4.4.5 The Buyer hereby assigns any rights of action against a third party in respect of any money due for the goods and the Company will account to the Buyer for any monies received from the third party after the deduction of that due for goods supplied by the Company to the Buyer.
4.5 Where the goods are attached to either buildings or plants or machinery of the Buyer, the Buyer agrees that it is not its intention that the goods thereby become fixtures and fittings or part of the plant or machinery, but the goods shall remain as chattels and be severable from the buildings or plants or machinery.
5.1 Delivery dates are estimates only and the Company shall take all reasonable steps to comply. The Company, however, shall not be liable for any loss, penalties or damage direct or indirect, occasioned by late delivery and, in no case shall delay be a ground for rejecting goods or for rescinding the contract.
5.2 All offers of goods from stock are subject to the goods remaining unsold at the time of acceptance of order by the Company.
5.3 Where the Buyer specifies periodic delivery, the final estimated delivery date must be within twelve months of the order being accepted by the Company.
5.4 Where a period is stated for delivery and such a period is not extended by mutual written consent then the Buyer shall take delivery within that period.
5.5 Where delivery of the goods is delayed at the request of the Buyer or the Buyer is for any reason whatsoever unable to take delivery the Company shall be entitled to charge the Buyer the actual or estimated cost of storing such goods whether or not stored at its own premises and without prejudice to any other claim it may have.
5.6 Without prejudice to the generality of clause 6.1, the Company shall have no liability for any expenses losses or damages caused by delay or default in performance of any obligation caused directly or indirectly by breakdown or unavailability of plant or machinery, failure of raw material or supply of raw material, inability to obtain sufficient labour or sufficient skilled labour or any other cause or causes beyond the reasonable control of the Company.
5.7 The Company reserves the right to make partial deliveries and to submit invoices for goods supplied as part of an order.
6.1 If any of the Goods are defective in any material respect and the Buyer lawfully refuses delivery of the defective Goods and gives written notice of such defect to the Company within 7 days of such delivery, the Company shall at its option:
6.1.1 repair the defective Goods within 30 Business Days of receiving the Buyer's notice; or replace the defective Goods within 30 Business Days of receiving the Buyer's notice; or refund to the buyer the price for those Goods (or parts thereof, as appropriate) which are defective;
6.1.2 but the Company shall have no further liability to the Buyer in respect thereof.
6.2 No Goods may be returned to the Company without the prior agreement in writing of the Company.
6.3 The Company shall have no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to abnormal conditions, failure to follow the manufacturer’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Company's prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
6.4 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
The Company shall be relieved of all liability whatsoever, and to the extent to which fulfilment is prevented, frustrated or impeded as a consequence of conforming to any statute, or any rule, regulation, order or requisition made thereunder, or by any cause beyond its reasonable control.
The warranty obligations of the Company for products, parts or services manufactured or provided by others and merely sold by the Company shall in all respects conform and be limited to the warranty extended by the manufacturer or service provider, if transferable. The Company disclaims any warranty of merchantability, fitness for a particular purpose and/or non-infringement.
9.1 Any warranty provided commences from the date of delivery of the Goods.
9.2 The Company will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Company's servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
9.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.4 The Buyer shall indemnify the Company against all damages, costs, claims and expenses arising from loss or damage to any equipment (including that of third parties) caused by the Buyer, its agents or employees. 9.5 Where the Buyer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Buyer shall be joint and several obligations of such persons.
9.6 The Company shall not be liable to the Buyer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Company's obligations if the delay or failure was due to any cause beyond the Company's reasonable control.
9.7 Subject to the remaining provisions of this Clause 9:
9.8 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
9.9 the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that provision(s) shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
Any notice, consent, notification, acknowledgement, authority or agreement required or referred to in the Contract shall be in writing and given to the party for whom it is intended at such party's registered or main office or last known address, and given by registered or recorded delivery post or facsimile transmission and shall be deemed to have been received five days after the date of posting or one day after the date of transmission as the case may be.
14.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Pennsylvania.
14.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of the County of Delaware.