James Instruments Terms and Conditions of Sale and Website Use1. Contract - Terms and Conditions Unless otherwise stated all sales transactions are expressly subject to these terms and conditions. Modification or additions will be recognized only if accepted in writing by an authorized Officer of James Instruments. Inc. (hereinafter referred to as “James” or the “Company”), or an officially designated representative. PROVISIONS OF BUYER'S PURCHASE ORDER OR OTHER DOCUMENTS THAT ADD TO OR DIFFER FROM THESE TERMS AND CONDITIONS ARE EXPRESSLY REJECTED. NO WAIVER OF THESE TERMS AND CONDITIONS OR ACCEPTANCE OF OTHERS SHALL BE CONSTRUED AS FAILURE OF THE COMPANY TO RAISE OBJECTIONS.
2. Catalog Listings Product listings, specifications, availability, and pricing are subject to change without notice. To verify the most current information, contact James directly. [a]
3. Quotations and Published Prices Quotations automatically expire 90 calendar days from the date issued when the quote does not include freight costs. Quotations expire 30 calendar days from the date issues with freight costs are included, unless otherwise stated in the quotation and are subject to withdrawal by notice within that period. The Company reserves the right to extend such quotation up to 6 months from the date of issuance. Prices shown on the published price lists and other published literature issued by the Company are not unconditional offers to sell, and are subject to change without notice. The Company's prices for equipment unless otherwise specified, do not include an allowance for installation and or final on site adjustment. Prices shall be subject to adjustment to those in effect at time of shipment.
4. Taxes The Company's prices do not include any applicable sales, goods and services, use, excise or similar taxes and the amount of any such tax which the Company may be required to pay or collect will be added to each invoice and paid by the Buyer unless the Buyer has furnished the Company with a valid tax exemption certificate acceptable to the taxing authorities prior to shipment. If, upon subsequent sales, use, excise, or similar tax audit, an exemption certificate provided to the Company by Buyer is, through no fault of the Company, determined to be invalid, the Company will attempt to acquire a valid exemption certificate, notarized affidavit or exempt use or other necessary documentation from Buyer. If Buyer fails to furnish a valid exemption certificate, notarized affidavit or other necessary documentation, in a timely manner, the previously unpaid sales, use or similar excise tax will be billed to and paid by the Buyer.
5. Terms of Payment We will accept your order on a major credit card, specifically, American Express®, MasterCard®, and VISA®, by C.O.D., on an open Account, letter of credit, or direct wire transfer
a. Credit Cards Accepted James Instruments accepts American Express®, MasterCard®, and VISA®.
b. C.O.D.s If your C.O.D. order total is over $1000, you may be asked to pay with certified funds (certified check, money order, or cashiers check). Please be aware that most carriers will not accept cash and require payment by check for all C.O.D. orders, regardless of the order total. If you wish to pay cash for your C.O.D. order of $1000 or less, please contact James Instruments to determine whether your shipment is being delivered by a carrier who will accept cash.
c. Open Accounts If your business, institution, or government agency wishes to open an account with us and is located within the United States, call James’ sales office. Open account status is normally granted to well-rated organizations with three appropriate credit references and a banking history. Terms of payment are net 30 days. A complete open account credit verification form will need to be completed. Please allow 24 hours to process open account applications. There will be a $20.00 service charge on all returned checks.
Amounts past due are subject to a service charge of 1.5% per[b] month (or fraction thereof) or maximum contract rate permitted by law. If the Company deems that by reason of the financial[c] condition of the Buyer or otherwise , the continuance or production or shipment on the terms specified is not justified, the Company may require full or partial payment in advance.
On orders of $10,000 or more, or having a delivery schedule of four (4) months or longer from dale of order, the Company payment terms will be progressive payments in accordance with the Company's stated terms for such payments as may be in effect from lime to time, unless otherwise agreed in writing.
d. Letters of Credit
e. Direct Wire Transfer Please contact James for direct wire account information. Phone 773.463.6565 | Toll-Free 800.426.6500
Payment terms for repair/s are covered in the “Repair Terms” document.
6. Delivery Delivery dates indicated in the contract documents are approximate and are based on prompt receipt of all necessary information regarding the equipment covered by the contract. The Company will use reasonable efforts to meet the indicated delivery dates, but cannot be held responsible for its failure to do so. Title to the equipment and risk of loss shall pass to Buyer upon delivery to a carrier. The Company has the right to make partial shipments and bill for those shipments, the Buyer will make payment in accordance with terms referenced in Sections 4 and 5 above.
International repair shipments must contain a commercial invoice listing the instrument being returned and must contain the words: Country of manufacture: USA Equipment being returned to manufacturer for repair must declare no value for customs, value for carriage only. Fees associated with the return of equipment for repair at the customers expense.
Delivery terms for repair/s are covered in the “Repair Terms” document.
7. Shipping and Handling Charges The Company and carrier handling charges will apply, depending on dimensional weight, size, order amount, and whether the product is a restricted article. Shipping charges plus the Company's applicable handling charge will be prepaid and billed as a separate item on the equipment invoice. Shipment is Ex-Works[d] Chicago unless otherwise noted.
a. Shipment Damage Our merchandise is carefully packed for shipment. In the event an item is damaged in shipment, you must submit a claim to the carrier within 15 days of delivery. We advise that you unpack and inspect all merchandise immediately upon receiving it. If damage does not become apparent until the shipment is unpacked, make a request within 72 hours for inspection by the carrier’s agent and file with the carrier. Any external evidence of loss or damage must be noted on the freight bill or carrier’s receipt and signed by the carrier’s agent.
Failure to do this will result in the carrier refusing to honor the claim. For your protection, our billings include insurance for damage or loss in transit.
8. Cancellation Delivered or undelivered parts of any order may be cancelled by the Buyer only with the written approval of the Company. The Buyer makes an assignment for the benefit of creditors or in the event that the Company for any reason feels insecure about the Buyer's willingness or ability to perform, the Company shall have the unconditional right to cancel this sales transaction. In the event of any cancellation of this order by either party, the Buyer shall pay to the Company the reasonable costs and expenses (including engineering expenses and all commitments to its suppliers and subcontractors) incurred by the Company prior to receipt of notice of any such cancellation, plus the Company's usual rate of profit for similar work. The minimum cancellation charge shalt be 20% of the contract price. Returns must be made within thirty (30) days of the date of purchase.
9. Security Interest Buyer agrees to pay for the equipment according to the Company's payment terms and does hereby grant to the Company a purchase money security interest in the equipment and other items supplied by Company until such time as Company is fully paid. Buyer will assist the Company in taking the necessary action to perfect and protect the Company's security interest. Buyer hereby irrevocably appoints Company as attorney-in-fact to the Buyer in order to execute and deliver such financing and other documents and instruments as Company may, at any time, and from time to time, desire in connection therewith. Buyer agrees to extend such cooperation as Company may require, at any time, or from time to time, with respect to the execution of such financing statements or other documents necessary, in the opinion of Company, In order to cause such security interest to be perfected against third parties. In the event of a default by Buyer, Company shall have available-to it all rights afforded, at law or in equity, to a secured seller including, but not limited to, the right to enter upon the premises where such goods shall be located for purposes of recovering the same and Buyer shall cooperate with respect to any such action. Regardless of Buyer's title to such goods, risk to loss thereofl shall be controlled by the conditions recited above.
10. Default Upon default and placing of the Buyer's account for collection or repossession of equipment, the Buyer agrees to reimburse the Company for all collection costs, legal fees, and court costs incurred by the Company In connection therewith.
11. Warranties The Company only warrants the equipment manufactured or supplied by the Company as set forth herein. James makes no other warranties, either expressed or implied (including without limitation, warranties as to merchantability or fitness for a particular purpose). In no event shall James be liable for any type of special, consequential, incidental, or penal damages, whether such damages arise out of or are a result of breach of contract, warranty, negligence, strict liability or otherwise. Warranty shall not apply where the equipment manufactured or supplied has been subject to accident, alteration, misuse, abuse, improper storage, packing, force majeure, improper operation, installation, or servicing. In addition, the following shall constitute the sole and exclusive remedies of Buyer for any breach by James of its warranty hereunder.
a. New Products James warrants the equipment manufactured or supplied by James as set forth herein. This limited warranty can only be exercised by the original purchaser of the equipment from James or authorized James Agent and is not transferable to any subsequent owner or party. This limited warranty gives you specific legal rights, and you may also have other rights which vary from case to case.
i. For James Equipment James warrants that James's equipment will be free from defects in materials and workmanship for a period of twenty-four (24) months on the electronic portion and six (6) months on the mechanical portion from the date of shipment of equipment from James to Buyer. Should any defects be found and reported by the Buyer during the applicable limited warranty period, the defect will be corrected upon return of the item to James. James will, during the applicable new equipment warranty period, provide the necessary replacement parts and labor to correct the defect.
Excluded from the new equipment warranty are all consumable and wear and tear items such as impact bodies, penetrators, connection cables, etc. These items are subject to usual wear and tear during usage. Refer to the Consumable, Wear and Tear Items section of this warranty document.
Option For Extended Limited Warranty Coverage The original purchaser of any new equipment of James which have been identified or labeled by James from time to time in James's sole discretion as being eligible for extended warranty coverage shall have the option to purchase certain extensions of the applicable limited warranty provided hereunder to the electronic portion of any such items for either a twelve (12), twenty-four (24) or thirly-six (36) month period (up to a possible maximum limited warranty coverage period for the electronic portions of such new James equipment of sixty (60) months) by purchasing any such twelve (12), twenty-four (24) or thirty-six (36) month limited warranty extension period either all the time of the purchase of any such item(s) or within ninety (90) days from the date of delivery of the subject item(s) of the original purchaser of such item(s). The price for each such extended limited warranty coverage period shall be as determined by the Company from time to time and all such purchases of any extended warranty coverage periods shall only be effective upon a completed purchase order and payment directly between James and the original purchaser of any such item(s). The extended warranty coverage periods are only valid with respect to the original purchaser of such item(s) from the Company and such extended warranty coverage is not transferable to subsequent owners of the subject item(s) or any other parties. Upon the purchase of any extended limited warranty coverage period, the Company will issue a certificate to Buyer evidencing the details of the applicable extended warranty coverage period purchased by the Buyer.[e]
ii. For Other Manufacturer's Products Supplied by James Products of other manufacturers supplied as such by James are warranted by James only to the extent of any warranty provided by the original manufacturer, if any.
iii. For Parts and Sub Assemblies Parts or sub assemblies purchased by the Buyer to perform its own repair work etc. are warranted as provided hereunder by James for six (6) months from date of shipment of material from James to Buyer.
iv. For Consumables, Wear and Tear Items James supplies consumable items and items subject to wear and tear during normal usage of James supplied products. These items are not covered under warranty. Buyer is to check for proper fit, form and function of such items upon receipt of such items. In case of a defect condition, Buyer can return the item to James for evaluation within thirty (30) days of the date of shipment to the Buyer. James reserves the exclusive right to issue full, partial, or no credit to the Buyer based on the condition of the returned item and circumstances related to the return. Examples of items in this category: connection cables, test blocks, impact bodies, penetrators, probes, extraction liquids, calibration liquids, pins, recording paper, test plugs, etc.
b. Calibration and Repair
i. For Calibration Services James does not warrant the calibration of any equipment. James does however warrant the equipment manufactured by it, in proper working condition, to be capable of being adjusted to meet James printed specifications, if any, for accuracy and performance as to the particular model type during the period of warranty applicable as stated above.[f]
ii. For Repair Services James warrants repair work performed under the direct control and supervision of James personnel for a period of three (3) months from the date repairs are completed either at James or at the customer site. Should the defect for which the repair work was performed reoccur within this period, James will supply the necessary parts and labor (repair at James facility) or parts (repair at Buyer facility) required to repair the original equipment defect for which the repair parts and labor were required. Additional repair charges that may be incurred in conjunction with any repair service warranty event will be invoiced at the James customer service rates and policies in effect at the time of the event.
Excluded are all consumable and wear and tear items such as impact bodies, probes, connection cables, etc. These items are subject to usual wear and tear during usage. Refer to the Consumable Wear and Tear Item section of this warranty document.
c. Warranty Claims
i. For Warranty Claim Processing James has established James organizations in the Americas, and Europe. Please visit the James web site www.ndtjames.com for latest address and contact information for the James organization nearest you.
12. Indemnification of Seller The Buyer agrees to indemnify[g], protect and hold harmless the Company, its agents, servants, successors and assigns from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses, of whatever nature, arising out of the use, condition or operation of any item of the equipment, regardless of where, how and by whom operated. Buyer shall assume the settling of, and the defense of any suits or other legal proceedings brought to enforce all such losses, damages, injuries, claims, demands and expenses and shall pay all judgments entered in the suit or other legal proceedings. The indemnification and assumptions of liability and obligation herein provided shall continue in full force and effect notwithstanding the termination of this Agreement, whether by expiration of time, by operation of law or otherwise.
13. Copyright The entire content included in this site, catalog, sales material or instruction manual issued by the Company, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of James Instruments Inc. The collective work includes works that are licensed to www.ndtjames.com. Copyright 2003-2012, www.ndtjames.com ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with www.ndtjames.com or purchasing www.ndtjames.com products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with www.ndtjames.com or to purchase www.ndtjames.com products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by www.ndtjames.com. You further agree not to change or delete any proprietary notices from materials downloaded from the site.
14. Typographical Errors In the event that a James Instruments Inc. product is mistakenly listed at an incorrect price, James Instruments Inc. reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. James Instruments Inc. reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, James Instruments Inc. shall issue a credit to your credit card account in the amount of the incorrect price.
15. Trademarks All trademarks, service marks and trade names of www.ndtjames.com, or espanol.ndtjames.com used in the site are trademarks or registered trademarks of James Instruments Inc.
16. Limitation of Nuclear Use The equipment is not for use in or with any nuclear facility unless expressly stated in the Company's Quotation. Buyer accepts the responsibility for insuring that the equipment is not used in violation of this limitation and Buyer shall defend, Indemnify and hold harmless the Company and Its owners, directors, officers, employees and agents from any and all liability (Including such liability resulting from Company's negligence) and related actions, claims, costs, demands, expenses and losses arising out of said improper use.
17. Regulatory Laws and/or Standards The performance of the parties hereto is subject to the applicable laws of the United States. The Company takes reasonable steps to keep its products in conformity with various nationally recognized standards and such regulations, which may affect its products. However, the Company recognizes that its products are utilized in many regulated applications and that from time to time standards and regulations are in conflict with each other. The Company makes no promise or representation that its product will conform to any federal, provincial, state or local laws, ordinances, regulations, codes or standards except as particularly specified and agreed upon for compliance in writing as a part of the contract between Buyer and the Company. The Company prices can not include the cost of any related inspections or permits or inspection fees.
18. Notice James may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to www.ndtjames.com.
19. Disclaimer of Damages IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY TYPE OF 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 to substitute equipment, facilities, down time costs, increased construction costs or claims to 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 the Company the protection afforded to it in this Section 12 above and Sections 20 and 21 below.
20. Limitation of Liability The Company shall not be Liable for any loss, claim, expense or damage caused by, contributed to or arising out of the acts or omissions of Buyer or third parties, whether negligent or otherwise, and in no event shall the Company's liability for any cause of action whatsoever exceed the cost of the item purchased from James that gives rise to any such claim. whether based In contract (including, but not limited to, failure or delay in performance or delivery due to any cause whatsoever), warranty, indemnity, tort (including, but not limited to, negligence or strict liability), or otherwise. Any suit arising hereunder must be commenced within one (1 year) from the date in which the cause of action accrues. Except as provided In Article 12 and Article 13, the Company shall not indemnify any party under any circumstances.
21. No Responsibility for Gratuitous Information or Assistance If the Company provides Buyer with assistance or advice which concerns any parts, products, service supplied hereunder or any system or equipment in which any such parts, products, or services may be installed and which is not required pursuant hereto, the furnishing of such assistance or advice shall not subject Company or any of its owners, directors, officers, employees or agents to any liability, whether based in contract, warranty, tort (including negligence) or otherwise.
22. Notices Notice by either the Company or Buyer will be made only by facsimile or similar electronic transmission, effective on the first business day after confirmed receipt, or by letter addressed to the) other party at its address as provided in this Agreement, effective three (3) business days after deposit with the U.S. Postal Services, postage prepaid, or one (1) business day after deposit with a recognized overnight express service.
23. Interpretation Should any term or provision contained In the contract contravene or be invalid under applicable law, the contract shall not fail by reason thereof but shall be construed in the same manner as if such term or provision had not appeared therein.
24. Assignability Neither this contract nor any claim arising directly or indirectly out of or in connection herewith shall be assignable by Buyer or by operation of law, with out the prior written consent of Company. This document shall be binding upon and inure to the benefit of each party hereto and their respective permitted successors and assigns.
25. Governing Law This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to its conflict of laws provisions. Buyer and the Company expressly agree to submit to the personal jurisdiction of the federal and/or stale courts silting in Chicago, Illinois, U.S.A. and agree that such courts may be utilized if necessary to obtain injunctive or any other relief. The Hague Convention and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the construction or interpretation of these Standard Terms and Conditions or affect any of its provisions.
26. Miscellaneous The Company may in its sole discretion immediately terminate Buyer's ability to purchase merchandise on credit or otherwise at any time. Prices and other terms and conditions are subject to change by the Company without prior notice. The Company reserves the right to discontinue any of its products or services and to make changes in any of its products and services at any time. This Agreement constitutes the entire agreement of the parties with respect to the transactions contemplated herein . No person is authorized to make any oral modification of these Standard Terms and Conditions and any written modification of these Standard Terms and Conditions may only be made by a duly authorized officer of the Company. In the event of any conflict or variance between these Standard Terms and Conditions and Buyer's business terms,these Standard Terms and Conditions shall govern.
27. Use of Web Sites Harassment in any manner or form on the web sites, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a www.ndtjames.com or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.
28. Participation Disclaimer James does not and cannot review all communications and materials posted to or created by users accessing their sites, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, www.ndtjames.com is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, www.ndtjames.com reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to www.ndtjames.com in its sole discretion.
29. Third-Party Links In an attempt to provide increased value to our visitors, James may link to sites operated by third parties. However, even if the third party is affiliated with James, the Company has no control over these linked sites, all of which have separate privacy and data collection practices, independent of James. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, the Company seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).
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