Overview: Unless more specific or detailed written agreements or provisions apply to you, the following Terms and Conditions (the “Terms”) apply to any purchase order or other written contract or order form for the purchase of Goods (as defined below) by any customer, installer, owner or operator (“CUSTOMER”) from STA-CON,(“STACON”), a Florida limited liability company, and supersede all prior understandings, agreements, representations and warranties, both written and oral. You agree to be bound the following Terms as such Terms may be amended by STACON from time to time.
STACON is a custom control system manufacturer specializing in developing, designing, and manufacturing custom control systems, including finished products, replacement parts, and related software (collectively, the "Goods") utilized in various industries and applications. A request to purchase the Goods, and STACON’S agreement to sell the Goods to CUSTOMER, shall be subject to the Terms. STACON does not accept any terms or conditions that are in addition to or different from the Terms stated herein unless specifically agreed to in each instance in writing by STACON.
Quotations, Acceptance, and Agreements: Any price quotation for the purchase of Goods is an estimate based on the information provided by CUSTOMER. To the extent that CUSTOMER or anyone acting on CUSTOMER’S behalf has provided STACON any specifications, including a description of operating conditions or other data or information in connection with the selection or design of the Goods, and the actual operating conditions or other circumstances differ from those provided by CUSTOMER and relied upon by STACON, any price quotations, warranties or other provisions contained herein which are affected by such conditions shall be null and void.
CUSTOMER’S acceptance of a quotation, whether by a separate purchase order or by other written means, shall constitute an acknowledgement and approval of the quotation as written and an acceptance of these Terms. Written quotations which have not been finalized by a binding purchase order or other written means shall expire on the date specified in the quotation or, in the absence of such specification, thirty (30) calendar days from the date of the quotation. STACON may revise or withdraw a quotation at any time prior to the finalization of a binding purchase order.
Intellectual Property: All devices, patents, copyright, trademark, designs (including drawings, plans and specifications), software existing or to be developed, estimates, prices, notes, memos, summaries, electronic data and other documents or proprietary information prepared or disclosed by STACON shall remain the intellectual property of STACON. Following acceptance and full payment for the Goods, STACON grants CUSTOMER a non-transferable, non-exclusive license for the use and sale of the Goods. Except for the limited permission described in the preceding sentence, STACON does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights.
Credit Approval: The credit terms granted on each order are subject to STACON’S continuing approval of CUSTOMER’S credit. STACON may withdraw the extension of credit and require modified payment terms if, in STACON’S sole and absolute discretion, CUSTOMER’S credit or financial standing should be impaired.
Prices and Taxes: All prices are FOB shipping point, unless otherwise stated or referenced in the purchase order or exhibits attached thereto. All prices are subject to any commercially reasonable additions that may be necessary to cover any duties, taxes, or other charges. All prices are in U.S. Dollars. Prices may be subject to change without notice.
Shipping Policy: Shipping and handling charges cover the transportation of the Goods from STACON’S facility to the location provided by CUSTOMER, unless otherwise specified. Shipping and handling charges are not included in the price quote unless specifically noted. Shipping, insurance, and handling charges, when applicable, will be assessed and added to the cost of the Goods upon invoicing and CUSTOMER agrees to be responsible for such costs and charges. The carrier will be selected by STACON unless CUSTOMER request specific arrangements.
While STACON will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by STACON, all shipping dates are approximate and not guaranteed. STACON reserves the right to make partial shipments. If the shipment of the Goods is postponed or delayed by CUSTOMER for any reason, CUSTOMERagrees to reimburse STACON for any and all storage costs and any other expenses resulting therefrom.
Title, Risk of Loss, Inspection of Equipment: Title and risk of loss of the Goods shall be passed to the CUSTOMER upon delivery of the Goods to the respective delivery carrier. CUSTOMER shall immediately inspect the Goods upon receipt and any damage claim must be initiated by CUSTOMER by written notice to STACON. STACON is not liable for any damage caused by shipping, or for any shortages or lost products.
Installation and Use: CUSTOMER will be solely responsible for the proper application, installation, and use of the Goods. Installation and operation of the Goods shall be performed only by qualified personnel of CUSTOMER.
Export/Import: CUSTOMER agrees that all applicable import and export control laws, regulations, orders, and requirements, including, but not limited to, those of the United States and the European Union, and the jurisdictions in which STACON and CUSTOMER are established, or from which the Goods may be supplied, will apply to their receipt and use. In no event shall CUSTOMER use, transfer, release, import, or export Goods in violation of applicable laws, regulations, orders, or requirements.
Payment Terms and Final Payment: CUSTOMER shall pay STACON the full purchase price within the approved credit terms. Unless otherwise agreed to in writing, freight, storage, insurance, and taxes shall be paid by CUSTOMER. CUSTOMER may be charged the maximum legal rate of interest on all amounts not received by the due date described therein.
Changes, Cancellations, Returns: CUSTOMER may request changes or additions to the Goods consistent with STACON’S specifications and criteria. In the event such changes or additions are accepted by STACON, STACON shall have the absolute right to revise the prices and dates of delivery, and to add charges for work and materials rendered unnecessary by such changes or additions. All changes, cancellations, or returns must have STACON’S prior written approval, and are subject to restocking fees and service charges for which CUSTOMER is responsible. Authorized returns must be packaged and shipped prepaid to STACON.
Return Policy: STACON will only accept Goods returned within one (1) year from the date of shipment, and further provided that the Goods are unused. CUSTOMER is responsible for payment of return shipping fees unless such returned Goods result from a STACON manufacturing or order processing error. Upon return, STACON shall reimburse CUSTOMER for the return freight resulting from the return of Goods due to such STACON manufacture or order processing error. In the event of any return in compliance with this paragraph, STACON will provide CUSTOMER credit for the returned Goods and work to reship correct Goods to CUSTOMER. STACON reserves the right to refuse acceptance of returned Goods after inspection. In addition, STACON will not accept returns for Goods that are custom-built for CUSTOMER as such items cannot be resold by STACON.
Force Majeure: STACON shall not be liable or responsible to CUSTOMER, nor be deemed to have defaulted under or breached any agreement with CUSTOMER, for any failure or delay in fulfilling or performing any term of any agreement with CUSTOMER, when and to the extent such failure or delay is caused by or results (directly or indirectly) from acts beyond STACON’S reasonable control, including, without limitation: (a) acts of God; (b) riots, epidemics, pandemics, flood, fire, earthquake, unusually severe weather or explosions; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts of terrorism, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of any agreement between STACON and CUSTOMER; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial services; (i) shortages of labor, material, supplies or any other similar or different cause not reasonably with the control of STACON; or (j) any other cause beyond the reasonable control of STACON.
Indemnification and Default: In addition to all other amounts due hereunder, CUSTOMER shall reimburse STACON in full for all collection costs or charges, including reasonable attorney fees, which STACON may incur in the collection of any past due amounts from CUSTOMER, including applicable interest on overdue accounts.
If CUSTOMER is in default under this or any other agreement with STACON, STACON may suspend performance until such default is resolved. Furthermore, STACON shall have no liability to CUSTOMER to the extent CUSTOMER damages, or any damages are suffered by, or claims are made against CUSTOMER as a result of CUSTOMER’S negligence, gross negligence, intentional or willful misconduct, misrepresentation of any Goods, or failure to utilize the Goods properly.
Limited Warranty; Liability: During the warranty period, CUSTOMER’S exclusive remedy will be either repair or replacement of the Goods, which shall be at the sole discretion of STACON. Further, STACON’S warranty obligations are limited to the original purchaser of the Goods.
ALL OTHER GUARANTEES, WARRANTIES, CONDITIONS AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER ANY STATUTE, LAW, CONTRACT, WARRANTY, TORT OR ANY OTHE LEGAL THEORIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED BY STACON. ANY LIABILITY OF STACON AND ITS EMPLOYEES, AGENTS, CONSULTANTS, ATTORNEYS OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF THE GOODS, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO THE LESSER OF (A) THE PURCHASE PRICE PAID TO STACON FOR SUCH GOODS BY CUSTOMER, AND (B) THE COST OF REMEDIATING ANY DEFECT OR DEFICIENCY IN THE PERFORMANCE OF THE GOODS. IN NO EVENT SHALL STACON OR ITS EMPLOYEES, AGENTS, CONSULTANTS, ATTORNEYS OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE ARISING OUT OF THE USE OF, OR INABILITY TO USE, ANY GOOD OR BREACH OF ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY.
Any warranty shall not apply to: (a) damage due to any weather-related or other conditions beyond the control of STACON; (b) defects or malfunctions resulting from the Goods not installed, operated, or maintained in accordance with instructions provided, applicable local codes, ordinances, or accepted trade practices; (c) failures resulting from abuse, misuse, accident, negligence, gross negligence or willful or intentional misconduct; (d) Goods repaired, altered and/or modified without prior written authorization from STACON; (e) damage from shipment, impact, handling or storage; or (f) normal wear and tear of the Goods or any parts or components of the Goods.
CUSTOMER shall assume all responsibility and expense for removal, reinstallation, and freight associated with any warranty service. Any Goods to be repaired or replaced under warranty must be returned to STACON, or such place or location as designated by STACON.
General Terms: These Terms, together with the terms of any order placed by CUSTOMER that are expressly agreed to and accepted by STACON, supersede and replace any and all prior agreements between STACON and CUSTOMER related to the purchase of Goods. Any acceptance by STACON of any order for Goods made by CUSTOMER is expressly conditioned on CUSTOMER’S assent to and acceptance of these Terms. These Terms shall be binding upon CUSTOMER and its successors and assigns and shall inure to the benefit of STACON and its successors and assigns. If it shall be found that any part of these Terms is illegal or unenforceable, such part or parts shall be of no force and effect to the extent of such illegality or unenforceability, without invalidating the legal and enforceable remainder of such part or parts or any other part of these Terms. The Terms shall at all times be governed by and construed, interpreted and enforced in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. In the event of any legal or equitable action arising under these Terms, the parties agree that jurisdiction and venue of such action shall lie exclusively within the state courts of Florida located in Orange County, Florida, and the parties specifically waive any other jurisdiction and venue. In the event that enforcement of these Terms by STACON becomes necessary, STACON shall be entitled to recover from CUSTOMER, in addition to all other remedies available at law, an amount equal to all costs and expenses incurred in connection with such enforcement, including reasonable attorney fees at the trial level and in connection with all appellate proceedings. You acknowledge that STACON reserves the right, in its sole discretion, to modify these Terms at any time and without prior notice to you. Any such change in the Terms shall be effective when posted on STACON’S website.