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Terms and Conditions – Sikora Automation

1. Acceptance. These terms & conditions and any documents referenced herein represent the entire agreement between the parties. These terms and conditions supersede any previous oral or written representation including any Purchase Order, Quotation or other similar document. Any modification to these terms must be agreed to, in writing, by both parties. Delivery by Sikora Automation to Customer of the materials shall constitute acceptance of both the materials and the terms and conditions herein unless expressly disclaimed in writing by both parties. Customer’s acceptance of this order shall be deemed acceptance of all of its terms.

2. Delivery. Sikora Automation shall not be liable for delays in delivery or failure due to causes beyond reasonable control of Sikora Automation. Sikora Automation reserves the right to bill for merchandise and charges for warehousing, insurance, trucking, and other associated expenses, if and when shipment should be held beyond scheduled date at the request of customer.  All orders are shipped Sikora Automation F.O.B. point in Villa Park, Illinois. Freight charges will be billed by Sikora Automation unless freight arrangements are made and paid for by the Customer.  Order delivery date shall be established by Sikora Automation after Sikora Automation receives signed approval drawings from customer.  All delivery date discussions prior to signed approval are to be viewed as estimated.

3. Conformance.  All goods or materials are warranted by the manufacturer to the extent of the manufacturer’s express warranties to Sikora Automation to be free from defects in material and workmanship under normal use and service.

4. Inspection. Sikora Automation has the right to inspect, at any stage of manufacture or production, any goods or materials delivered. Customer agrees to inspect the goods/material upon delivery.

5. Specifications. Sikora Automation reserves the right to make any changes to any drawings or specifications relating to any goods or materials being supplied to Customer. In the event that such changes result in a change in the cost of goods ordered, the price of such goods shall be adjusted by mutual agreement.  All equipment manufactured by Sikora Automation will be in compliance with customer submitted purchase order, customer signed approval drawings and parts submitted to Sikora Automation at the time of proposal.  This warranty is void if customer substitutes parts or modifies parts after or during the manufacturing process.  Sikora Automation will be held harmless for customer supplied parts that are determined to be defective and affect the performance of the equipment manufactured by Sikora Automation. Sikora Automation cannot guarantee that equipment will be free from parts becoming wedged or blocked on occasion and customer accepts this as a condition of normal operation.

6. Payment. Terms of payments shall always include down payment monies based on size and scope of project.  Balance of project will be net 30 days upon approved credit due and payable in full within 30 days of invoice unless otherwise agreed upon in writing by Sikora Automation. Sikora Automation has the right to apply any monies paid by Customer towards any outstanding sums which Customer or any of Customer’s affiliates owe to Sikora Automation. Sikora Automation shall invoice Customer in arrears for all accepted modifications. The amount(s) owed are non-refundable, not subject to set-off and do not include any taxes, tariffs, duties or other governmental charges or expenses imposed in connection with this transaction.  No down payment monies given to Sikora Automation are subject or available to be refunded after design or production has commenced.  Sikora Automation reserves the right to hold down payment monies on orders that have been delayed or cancelled.

7. Late Payment. Any payment or charge that is not paid when due, shall in addition to all other remedies available to Sikora Automation, bear interest at a rate of one and one half (1½) percent (%) per month or the maximum rate permitted by law (whichever is less) for the number of days payment is delinquent. Sikora Automation may suspend or cancel performance if any payment is delinquent more than ten (10) days. A reinstatement fee equal to the costs of mobilization plus any late payment shall be payable upfront in order to restart service after any such occurrence. If Customer is more than ten (10) days late for payment, Sikora Automation shall have the right to terminate. Termination fees may be assessed at Sikora Automation’s sole discretion if Sikora Automation terminates this order for late payment.

8. Prices:  Quoted prices apply only to the specific quantities of times or specific services stated and do not include any taxes, transportation charges, special packaging or labeling or other miscellaneous items or services not specified. Prices are subject to corrections, for errors when so stated on the quotation or order acknowledgement, prices invoiced will be those in effect at time of shipment

9. Modification. The functions and/or features provided by Sikora Automation shall be determined by Sikora Automation. While Sikora Automation may modify the goods or materials at its sole discretion, the goods or materials shall at all times provide the same core functionality specified by customer.  No such order accepted by Sikora Automation may be altered or modified by buyer unless agreed to in writing signed by an authorized representative of Sikora Automation. No order may be cancelled or terminated without receipt of payment for any loss, damage and expenses arising from such cancellation or termination.  Buyer shall have the right, by giving written notices to seller, to make changes in the quantities, drawings, designs or specifications for the articles to be manufactured up to 1 week after receipt of customer purchase order by Sikora Automation. Upon receipt of any such notice, seller shall notify buyer as promptly as possible changes in price of, or the time required for performance of the order and an equitable adjustment shall be made in the contract price or delivery schedule, or both, prior to incorporating said changes into the manufactured article.

10. Default Time is of the essence. The occurrence of any of the following shall constitute a default: 1) non-payment or non-performance of any obligations; 2) any representation by customer which is untrue or misleading at the time it was made; 3) any substantial, uninsured loss, theft or damage to the equipment or materials while in the possession of the customer and not paid for. Upon such event(s), Sikora Automation shall have the right to terminate this order as a default, in Sikora Automation’s sole discretion.

11. Insolvency. If Customer ceases to conduct business, becomes insolvent, is insecure, subject to a take-over, bankrupt (involuntary or voluntary), is part of an assignment, placed in receivership or other similar proceeding then this order may be terminated in Sikora Automation’s sole discretion. Upon such termination, Customer shall immediately cease all use of any goods or materials not paid for and cooperate with Sikora Automation so to return such goods or materials to Sikora Automation. Which cooperation will include allowing Sikora Automation to enter Customer’s premises on which the equipment or materials are located, in whole or part, and to remove same. Customer is to provide to Sikora Automation prompt notice of the circumstances described herein. Sikora Automation shall have all rights of recovery including but not limited to rights of self-help, line or any bonds.

12. Warranties; Limitations. The goods or materials supplied by Sikora Automation are provided according to Customer’s specifications. Any warranties, express or implied, including warranties of merchantability, fitness for a particular purpose are expressly disclaimed. Neither party shall be liable to the other or to any third party under any contract, negligence, strict liability or other legal or equitable theory for (1) any loss of business; (2) any loss of goodwill; (3) any indirect, special, punitive, exemplary, incidental or consequential damages. (In no event shall any damages or liability be in excess of the total amount of order).  Sikora Automation does not warrant any products against damage from corrosion, contamination, misapplication, improper specification or operating conditions beyond our control. No person has the authority to warrant any product sold by Sikora Automation beyond warranties offered by the manufacturer of said product. Sikora Automation is not liable for incidental or consequential damages resulting from use of the product whether a claim for such damages is based upon warranty, contract, negligence or other fault. Products covered by a manufacturer’s warranty may be eligible for return for repair, replacement or possible credit. Advance authorization must be received within 15 days of failure.

13. Customer’s Remedies. Upon written notice by Customer, Customer has the right to cancel within five (5) business days from date of Customer’s acknowledgement. Upon receipt of such written notice by Sikora Automation, Sikora Automation will stop all work and this order will be terminated; however, Customer will be responsible for Sikora Automation’s costs to date upon receipt of written notice of cancellation by Sikora Automation upon which costs include allocated overhead and Sikora Automation’s standard margin of profit.

14. Sikora Automation’s Remedies. Should Customer be in default, Sikora Automation shall have the right to terminate. In such event, Sikora Automation shall be entitled to either recover all amounts owed and/or to take possession of the goods or materials not paid for. Should Sikora Automation take possession, Sikora Automation shall be entitled to collect the difference between its recovery and the amount(s) owed. Customer shall have no direct rights to resale. Sikora Automation, at its sole option, may sue to recover monies owed, take possession of the goods or materials, place a lien on the property or other similar remedies. Sikora Automation’s rights are cumulative and non-exclusive. Sikora Automation shall have the right to impose a termination fee. This fee will include allocated overhead costs, remaining amounts owed, Sikora Automation’s standard margin of profit and any costs (including attorneys fees) to collect.

15. Assignment. These terms & conditions shall be binding upon and inure to the benefit of the parties and their respective successors, transferees and assigns. Provided, however, any assignment shall be void unless written consent of the other party has been obtained.

16. Force Majeure. Sikora Automation is not responsible for any delays, errors, acts, omissions, or interruptions caused by circumstances beyond either party’s reasonable control, including but not limited to: war, terrorism, natural disaster or act of God. Should a force majeure event occur and last in excess of ninety (90) days, either party may terminate this agreement upon written notice with no penalty.

17. Amendment. Any amendment to this Agreement must be in writing and signed by both parties.

18. Notices. Written notices required herein shall be sent to the address and person listed on the order and shall be deemed delivered upon mailing.

19. Fees. Each party is responsible for their own legal and accounting fees unless otherwise expressly provided for herein.

20. Severability. If any provision of this order is held by a court of competent jurisdiction to be contrary to law or otherwise invalid, the remaining provisions shall remain in full force and effect.

21. Party’s Relationship. Neither party’s a partner, joint venturer, or agent with the other party.

22. Waiver. The failure by a party to impose rights hereunder shall not act as a waiver of any subsequent rights.

23. Governing Law. This order shall be governed by and construed and interpreted by the substantive and procedural laws of the State of Illinois regardless of any choice of law provisions. The parties agree to and consent to the subject matter and personal jurisdiction of the courts sitting in Du Page County, Illinois.