ACCEPTANCE
All orders are subject to acceptance by Adept, Pty Ltd (“Adept”). Any acceptance by Adept of Buyer’s order is expressly made conditional on Buyer’s agreement to any additional or different terms and conditions contained herein, and all sales and charges of the products listed herein shall be, in the case of conflict between the terms and conditions of Buyer and Adept, interpreted and governed exclusively by the terms and conditions contained herein. Adept shall not be bound by any terms and conditions proposed by Buyer, whether in its purchase order or otherwise, which are additional to or different from the terms and conditions set forth herein, unless and only if accepted in writing.
PRICE POLICY
Any proposal to Buyer by Adept and all terms therein, whether as to quantities, specifications, pricing, timing or otherwise shall be valid for no longer than seven (7) calendar days from the date of such proposal. No proposal is valid unless the Buyer receives it in writing from Adept. Prices, including shipping and delivery, shall be subject to adjustment to those in effect at the time of shipment.
TAXES
Adept ’ prices do not include any applicable sales, use, excise, value-added or similar federal, state, and/or local taxes; and the amount of any such tax which Adept may be required to pay or collect will be added to each invoice unless the Buyer has furnished Adept with a valid tax exemption certificate acceptable to the taxing authorities. Where a Buyer fails to furnish the required documentation, the previously unpaid sales, use, excise, or similar tax will be billed to the Buyer.
PAYMENT TERMS AND INSTRUCTIONS
Buyer shall pay all invoices in full to Adept within thirty (30) days from receipt by Buyer of Adept’s invoice. A late fee of 1.5% per cent per month (18% per annum), or the maximum contract rate permitted by law, shall be assessed on all past due invoices. If Buyer defaults on any invoice, or if Adept determines in its sole discretion that Buyer will be unable to meet its financial obligations to Adept, Adept shall have the option to any or all of the following: (a) withhold any further provision goods or services, as applicable, until Buyer’s account is paid in full; (b) require full or partial payment in advance of future goods or services; (c) retain possession of equipment or goods repaired, modified, inspected, tested, maintained or serviced under the Order until all invoices are paid in full.
Adept prefers to be paid electronically at First National Bank via the Electronic Fund Transfer (EFT) network. No other payment method is allowed.
DELIVERY
Shipping and/or delivery dates given by Adept are approximate and are based on prompt receipt of information, equipment, or access to the equipment at the customer’s site if work is performed on said site.
Adept will use its reasonable efforts to meet the scheduled dates, however, it shall not be responsible for its failure to do so for causes beyond its reasonable control and in no event shall it be liable for any loss or damage resulting from its failure to deliver the services within the time specified herein. In addition, Adept shall not be responsible for any delays, loss, or damage in transit, and Buyer shall look solely to the carrier for the damages related to the same.
SHIPPING/HANDLING CHARGES
Shipments are Free on Board (FOB) point of shipment at which point the title and all risk of loss concerning such shipments shall pass to the Buyer. Shipping/handling will be prepaid and billed as a separate item on the equipment invoice based on Adept’s current shipping/handling policies.
INSPECTION
Buyer shall have ten (10) days after receipt of any goods or completion of any services from Adept, as applicable, to inspect and reject such goods and/or services by providing Adept with a written notice of rejection and specifying the grounds for such rejection. Buyer’s failure to complete any such inspection and or a failure to provide notice to Adept within said ten-day period shall be deemed Buyer’s acceptance of such goods or services and a waiver by Buyer of any right to inspect/reject as to any defect that would have been discoverable upon a timely reasonable inspection or standard testing.
CHANGES
Buyer may, with the express written consent of Adept, make changes to the specifications for equipment, services or work covered by the contract and in such event the contract price and delivery dates shall be equitably adjusted. Adept shall be entitled to payment for reasonable profit plus costs and expenses incurred by it for services, work and materials rendered unnecessary due to such changes and for work and materials required to effect said changes.
Seller reserves the right to charge Buyer for warehouse storage incurred by any delay or change in delivery. Goods or products left with Adept for ninety (90) or more days may be considered abandoned and treated as described in the Abandoned Goods section below.
If the buyer requests that Adept store any goods or equipment purchased by or supplied by Buyer, at an Adept facility, then Buyer shall, at its own expense, assume all risk of loss for any fire and extended coverage insurance on all such goods or equipment.
CANCELLATION
Undelivered parts of any order may be cancelled by the Buyer only with the written approval of Adept. If the Buyer makes an assignment for the benefit of creditors, or if a voluntary or involuntary petition or action in bankruptcy or for reorganization or under any other insolvency law shall be filed by or against the Buyer, or if the Buyer shall admit its inability to pay its debts, or if a trustee, receiver or liquidator is appointed for any part of the assets of the Buyer, or if the Buyer fails to make payments to Adept in accordance with the terms hereof, then Adept may, at its option, cancel all undelivered parts or any order by written notice to the Buyer.
In the event of any cancellation of this order by either party, the Buyer shall pay Adept the reasonable cost and expense, including engineering expense and all commitments to its suppliers and subcontractors, incurred by Adept before receipt of notice of such cancellation, plus Adept’ usual rate of profit for similar work.
FORCE MAJEURE
Neither Buyer nor Seller shall be liable for any failure to perform or delay in performance of any of its obligations under this Agreement caused by circumstances beyond the reasonable control of that party, including but not limited to adverse weather conditions, natural disasters, fires, floods, explosions, earthquakes, nuclear disasters, insurrection, riots, acts of terrorism, war, and acts of Government (a “Force Majeure Event”).
If a Force Majeure Event occurs, then the affected party’s performance under this Agreement shall be suspended for the period that the Force Majeure Event continues, and the party will have a reasonable extension of time for the performance of its obligations in the circumstances.
ABANDONED GOODS
Abandoned goods are any equipment or goods of Buyer that remain in Adept’ possession for at least ninety (90) days after the date of arrival at the delivery destination where no repair has been authorized by Buyer or where Buyer has not requested that the goods be returned. After 90 days and after reasonable communication with Buyer, all abandoned goods shall become the property of Adept to be used and/or disposed of as deemed necessary and appropriate by Adept.
ELECTRONIC MAIL AND ELECTRONIC DATA INTERCHANGE (EDI)
Orders placed hereunder by Buyer may be transmitted electronically, as may Adept’s acceptance and other communications between the Parties.
REGULATORY LAWS AND STANDARDS
Adept makes no representation or warranty that its product, services, or work will conform to any federal, state, or local laws, ordinances, regulations, codes, or standards, except as particularly specified and agreed upon for compliance in writing as part of the quotation or contract between Buyer and Adept. Adept prices do not include the cost of any related inspections permits or inspection fees.
EXPORT CONTROL
Products and associated materials supplied or licensed under this agreement may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations.
It shall be a condition of the continuing performance by Adept of its obligations to Buyer under any order or other arrangements that compliance with export laws and regulations be always maintained by Buyer. BUYER AGREES TO INDEMNIFY AND HOLD SELLER INDEMNITIES HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS.
WARRANTY
WARRANTY PERIOD
All repair, inspection, test, service, modification, or maintenance sold or serviced by Adept is warranted to be free from defects of material and workmanship and to conform to any applicable drawings, specifications, or written documents approved by Adept for a period as detailed below:
Recondition: Ninety (90) days from the date of shipment.
Recondition and standard rewind: One (1) year in service or eighteen (18) months from the date of shipment, whichever occurs first.
New Product Sales: One (1) year in service or eighteen (18) months from the date of shipment, whichever occurs first.
Services: Ninety (90) days after services have been rendered.
The above warranties shall be based on such equipment operating with competent supervision under normal load, usage, and conditions.
A. WARRANTY – REPAIR, MODIFICATION, REBUILD
If within the period specified above Adept receives from the Buyer written notice of any alleged defect or non-conformity and if the services provided are found not to conform with this warranty (the Buyer having provided Adept reasonable opportunity to perform any appropriate test thereon), then Adept will, at its option, correct such nonconformity or supply a replacement thereof. This warranty shall only apply to parts repaired or replaced by Adept. No separate warranty shall apply to repaired equipment as a whole or to parts not repaired or replaced by Adept. Adept shall have the right to require the Buyer to deliver any equipment covered by this warranty to a designated service centre and the Buyer shall pay both inbound and outbound transportation charges, Adept accepting only the direct and actual cost of equipment repair or replacement as provided above.
B. WARRANTY – PARTS
If any part provided by Adept is defective in material and/or workmanship within one (1) year from the date of shipment, then Buyer shall immediately notify Adept in writing of such defect. Adept shall, at its option, modify, repair, supply a replacement part or refund the purchase price of said part. Adept shall have the option to have the part returned to it, F.O.B. its factory, or to make such adjustment at the point of installation. Adept shall invoice for all travel and labour involved. Adept shall accept no responsibility if such part has been improperly operated or maintained or if Buyer has permitted any unauthorized modifications, adjustments and/or repairs to the part. Parts not manufactured by Adept shall be covered by the warranty of the manufacturer or supplier thereof.
C. WARRANTY – INSPECTION, TEST, MAINTENANCE, CALIBRATION, CONSULTATION
Adept warrants that these services will be provided by accepted industry practice. If any service fails to meet the foregoing warranty, then Adept shall duplicate the service to the same extent and on the same conditions as the original service rendered.
D. REMANUFACTURED EQUIPMENT/COMPONENTS
All components remanufactured by Adept will be warranted for one (1) year from the date of shipment. Repair of electronic boards will be warranted for six (6) months from the date of shipment.
E. EXCLUSIVE WARRANTY
THESE WARRANTIES ARE INSTEAD OF AND EXCLUDE ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY IS LIMITED TO THE ORIGINAL INVOICE AMOUNT. ADEPT DOES NOT WARRANT THE DESIGN OF ANY EQUIPMENT, MATERIAL, COMPONENTS OR SERVICES OF OTHERS.
INDEMNITY
Adept agrees to indemnify the Buyer and hold it harmless from and against any loss incurred directly from injury (including death) to any person or damage to any property caused by the fault of Adept in the performance of any work hereunder on the premises of the Buyer. Buyer agrees to indemnify Adept and hold it harmless from and against any loss incurred directly from injury (including death) to any person or damage to any property caused by the fault of Buyer arising out of its order placed with Adept.
PATENT INFRINGEMENT
Adept shall defend any suit or proceeding brought against the Buyer so far as the same is based on a claim that any equipment of Adept’s design furnished hereunder or any part thereof, constitutes an infringement of any United States patents, if notified promptly in writing and given authority, information and assistance (at Adept ’ expense) for the defence of the same and if such alleged infringement is not the result of a design or other special requirement specified by the Buyer, or as the result of the application or the use to which such equipment is put by the Buyer or others. Adept will pay all damages and costs awarded in such suit or proceeding against the Buyer. In case such equipment or part is in such suit held to infringe any such patent and the use thereof is enjoined, Adept shall at its expense and option, (a) obtain for the Buyer the right to continue using such equipment or part, or, (b) replace the same with non-infringing equipment, or (c) modify the same so that it becomes non-infringing, or, (d) remove said equipment and refund the purchase price and the transportation and installation costs thereof.
The foregoing states the entire liability of Adept to the Buyer for patent infringement.
TITLE
All scrap resulting from the work shall be the property of Adept. The title and right of possession of equipment repaired, modified, inspected, tested, or maintained under this contract shall remain with the Buyer, subject to any applicable lien rights of Adept and its right of sale in the event of non-payment and/or abandonment.
DISCLAIMER OF DAMAGES
IN NO EVENT SHALL ADEPT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PENAL DAMAGES, WHETHER SUCH DAMAGES ARISE OUT OF OR ARE A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. Such damages shall include but not be limited to loss of profits or revenues, loss of use of the equipment or associated equipment, cost of substitute equipment, facilities, downtime costs, increased construction costs or claims of Buyer’s customers or contractors for such damages. Buyer agrees that in the event of a transfer, assignment, or lease of the equipment sold hereunder Buyer shall secure for Adept the protection afforded to it in this paragraph.
LIMITATION OF LIABILITY
Adept shall not be liable for any loss, claim, expense, or damage caused by, contributed by, or arising out of the acts or omissions of Buyer or third parties, whether negligent or otherwise. In no event shall Adept’s liability for any cause of action whatsoever exceed the cost of the item giving rise to the claim, whether based on contract, warranty, indemnity, or tort (including negligence). Any suit arising hereunder must be commenced within one (1) year from the date the cause of action accrues. Except as provided in Article 13 Indemnity, Adept shall not indemnify any party.
NO RESPONSIBILITY FOR ASSISTANCE OR ADVICE GIVEN WITHOUT OBLIGATION
If Adept provides Buyer with assistance or advice which concerns any parts/products/service supplied hereunder or any system or equipment in which any such part/product/service may be installed and which is not required pursuant hereto, the furnishing of such assistance or advice shall not subject Adept to any liability, whether based in contract, warranty, tort (including negligence) or otherwise.
INTERPRETATION
Should any provision or term contained in a contract be deemed invalid under applicable law, the provision or term shall be entirely severable from and shall not affect the remaining provisions and/or terms. All transactions covered by these terms and conditions shall be governed by the laws of the state where services are performed, or where equipment is delivered. This contract is not assignable by any party hereto; provided, however, that Adept may assign this contract to any purchaser of all or substantially all of Adept’s business, whether by stock or asset sale, merger, consolidation, conversion, share exchange or any other similar transaction.
REVISED 04-30-2024