12 Switching Power Supply S82D
Certain Terms and Conditions of Sale
1. Offer; Acceptance. These terms and conditions (these “Terms”) are
deemed part of all catalogs, manuals or other documents, whether elec-
tronic or in w riting, r elating t o t he s ale o f g oods or services (collectively, the
“Goods”) by Omron Electronics LLC and its subsidiary companies (“Sell-
er”). Seller hereby objects to any terms or conditions proposed in Buyer’s
purchase order or other documents w hich a re inconsistent with, o r in addi-
tion to, these Terms. P lease contact y our Omron representative to confirm
any additional terms for sales from your Omron company.
2. Prices. All prices stated are current, subject to change without notice by
Seller. Buyer agrees to pay the price in effect at time of shipment.
3. Discounts. Cash discounts, if any, will apply only on the net amount of in-
voices sent to Buyer after deducting transportation charges, taxes and du-
ties, and will be allowed only if (i) the invoice is paid according to Seller ’s
payment terms and (ii) Buyer has no past due amounts owing to Seller.
4. Orders. Seller will accept no order less than $200 net billing.
5. Governmental Approvals. Buyer shall be responsible for, and shall bear
all costs involved in, obtaining any government approvals required for the
importation or sale of the Goods.
6. Taxes. All taxes, duties and other governmental charges (other than gen-
eral real property and income taxes), including any interest or penalties
thereon, imposed directly or indirectly on Seller or required to be collected
directly or indirectly by Seller for the manufacture, production, sale, deliv -
ery, importation, consumption or use of the Goods sold hereunder (includ-
ing customs d uties a nd s ales, e xcise, use, turnover a nd l icense t axes) shall
be charged to and remitted by Buyer to Seller.
7. Financial. If t he f inancial p osition o f B uyer a t a ny t ime b ecomes u nsatisfac-
tory to S eller, S eller r eserves t he r ight t o s top s hipments o r r equire s atisfac-
tory security or payment in advance. If Buyer fails to make payment or
otherwise comply with these Terms or any related agreement, Seller may
(without liability and in addition to other remedies) cancel any unshipped
portion of Goods sold hereunder and stop any Goods in transit until Buyer
pays all amounts, including amounts payable hereunder, whether or not
then due, which are owing to it by Buyer. Buyer shall in any event remain
liable for all unpaid accounts.
8. Cancellation; Etc. Orders are not subject to rescheduling or cancellation
unless Buyer indemnifies Seller fully against all costs or expenses arising
in connection therewith.
9. Force Majeure. Seller shall not be liable for any delay or failure in delivery
resulting from causes beyond its control, including earthquakes, fires,
floods, strikes or other labor disputes, shortage of labor or materials, acci-
dents t o m achinery, acts o f s abotage, r i ots, d elay i n o r l ack o f transportation
or the requirements of any government authority.
10. Shipping; Delivery. Unless otherwise expressly agreed in writing by Seller:
a. Shipments shall be by a carrier selected by Seller;
b. Such carrier shall act as the agent of Buyer and delivery to such carrier
shall constitute delivery to Buyer;
c. All sales and shipments of Goods shall be FOB shipping point (unless
otherwise stated in writing by Seller), at which point title to and all risk
of loss of the Goods shall pass f rom S eller t o B uyer, provided that Seller
shall retain a security interest in the Goods until the full purchase price
is paid by Buyer;
d. Delivery and shipping dates are estimates only.
e. Seller will package Goods as it deems proper for protection against
normal handling and extra charges apply to special conditions.
11. Claims. Any claim by Buyer against Selle r for shortage or damage to the
Goods occurring before delivery to the c arrier m u st b e p resented i n writing
to S eller w ithin 3 0 d ays o f r eceipt o f s hipment a nd i nclude t he o riginal t rans-
portation bill signed b y t he c arrier n oting t hat t he c arrier r eceived t he G oods
from Seller in the condition claimed.
12. Warranties. (a) Exclusive Warranty. Seller’ s exclusive warranty i s that t he
Goods will be free from defects in materials and workmanship for a period
of twelve months from the date of sale by Seller (or such other period ex-
pressed in writing by Seller). Seller disclaims all o ther warranties, e xpress
or implied. (b) Limitations. SELLER MAKES NO WARRANTY OR REP-
RESENTATION, EXPRESS OR IMPLIED, ABOUT NON–INFRINGE-
MENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUR-
POSE OF THE GOODS. BUYER ACKNOWLEDGES THAT IT ALONE
HAS DETERMINED T HAT THE GOODS WILL SUITABLY M EET T HE R E-
QUIREMENTS OF THEIR INTENDED USE. Seller further disclaims all
warranties and responsibility of any type for claims or expenses based on
infringement by the Goods or otherwise of any intellectual property right.
(c) Buyer Remedy. Seller’s sole obligation hereunder shall be to replace
(in the form originally shipped with Buyer responsible for labor charges for
removal or replacement thereof) the non–complying Good or, at Seller’s
election, to repay or credit Buyer an amount equal to the purchase price
of the Good; provided that in no event shall Seller be responsible for war -
ranty, repair, indemnity or any other claims or expenses regarding the
Goods unless Seller’s a nalysis c onfirms t hat the Goods w ere p roperly h an-
dled, stored, installed and maintained and not subject to contamination,
abuse, misuse or inappropriate modification. Return of any goods by Buy-
er must be approved in writing by Seller before shipment. Seller shall not
be liable for the suitability or unsuitability or the results from the use of
Goods in combination with any electrical or electronic components, cir-
cuits, system assemblies or any other materials or substances or environ-
ments. Any advice, recommendations or information given o rally o r i n w rit-
ing, are not to be construed as an amendment or addition to the above
warranty.
13. Damage Limits; Etc. SELLER SHALL N OT B E L IABLE F OR S PECIAL, I N-
DIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR
PRODUCTION OR COMMERCIAL LOSS IN ANY WAY CONNECTED
WITH THE G OODS, WHETHER SUCH C LAIM I S B ASED I N C ONTRACT,
WARRANTY, NEGLIGENCE OR STRICT LIABILITY. Further, in no event
shall liability of Seller exceed the individual price of the Good on which li-
ability is asserted.
14. Indemnities. Buyer shall indemnify and hold harmless Seller, its affiliates
and its employees from and against all liabilities, losses, claims, costs and
expenses (including a ttorney’ s f ees a nd e xpenses) r elated t o any claim, in-
vestigation, litigation or proceeding (whether or not Seller is a party) which
arises or is alleged to arise from Buyer’s acts or omissions under these
Terms or i n a ny w ay w ith r espect to the G oods. Without l imiting t he f orego-
ing, Buyer (at its own expense) shall indemnify and hold harmless Seller
and defend or settle any action brought against Seller to the extent that it
is based on a claim that any Good made to Buyer specifications infringed
intellectual property rights of another party.
15. Property; Confidentiality. The intellectual property embodied in the Goods
is the exclusive property of Seller and its affiliates and Buyer shall not at -
tempt to duplicate it in any way without the written permission of Seller.
Notwithstanding any charges to Buyer for engineering or tooling, all engi-
neering and tooling shall remain the exclusive property of Seller. All infor-
mation and materials supplied by Seller to Buyer relating to t he Goods are
confidential and proprietary, and Buyer shall limit distribution thereof to its
trusted employees and strictly prevent disclosure to any third party.
16. Miscellaneous. (a) Waiver. No failure or delay by Seller in exercising any
right and no course of dealing between Buyer and Seller shall operate as
a waiver of rights b y Seller. (b) A ssignment. B uyer m ay not a ssign its r ights
hereunder without Seller’s written consent. (c) A mendment. These Terms
constitute the entire agreement between Buyer and Seller relating to the
Goods, and no provision may be changed or waived unless in writing
signed by the parties. (d) Severability. If any provision hereof is rendered
ineffective o r i nvalid, s uch p rovision s hall n ot i nvalidate a ny o ther p rovision.
(e) Setoff. Buyer shall have no right to set off any amounts against the
amount owing in respect of this invoice. (f) As used herein, “including”
means “including without limitation”.
Certain Precautions
Certain Precautions on Specifications and Use
1. Suitability of Use. Seller shall not be responsible for conformity with any
standards, codes or regulations which apply to the combination of the
Good in the Buyer’s application or use of the Good. At Buyer ’s request,
Seller will provide applicable third party certification documents identifying
ratings and limitations o f u se w hich apply to the Good. This information by
itself is not sufficient for a complete determ ination of the suitability of the
Good in combination with the end product, machine, system, or other ap-
plication or u se. T he following are some examples of a pplications for w hich
particular attention must b e given. T his i s n ot i ntended t o b e a n exhaustive
list of all p ossible u ses o f this Good, nor is i t i ntended t o i mply t hat t he u ses
listed may be suitable for this Good:
(i) Outdoor use, uses involving potential chemical contamination or
electrical interference, or conditions or uses not described in this
document.
(ii) Energy control systems, combustion systems, railroad systems,
aviation systems, medical equipment, amusement machines, vehicles,
safety equipment, and installations subject to separate industry or
government regulations.
(iii)Systems, machines and equipment that could present a risk to life or
property. Please know and observe all prohibitions of use applicable to
this Good.
NEVER USE THE PRODUCT FOR AN APPLICATION INVOLVING SE-
RIOUS RISK T O L IFE OR PROPERTY WITHOUT E NSURING THAT THE
SYSTEM AS A WHOLE HAS BEEN DESIGNED TO ADDRESS THE
RISKS, AND THAT THE SELLER’S PRODUCT IS PROPERLY RATED
AND INSTALLED FOR THE INTENDED USE WITHIN THE OVERALL
EQUIPMENT OR SYSTEM.
2. Programmable Products. S eller shall not be responsible f or the user’ s pro-
gramming of a programmable Good, or any consequence thereof.
3. Performance Data. Performance data given in this catalog is provided as
a guide f or the u ser i n d etermining s uitability and d oes not c onstitute a w ar-
ranty. It may represent the result of Seller ’s test conditions, and the user
must correlate it to actual application requirements. Actual performance
is subject to the Seller’s Warranty and Limitations of Liability.
4. Change in Specifications. Product specifications and accessories may be
changed at any time based on improvements and other reasons. It is our
practice to change part numbers when published ratings or features are
changed, or when significant construction changes are made. However,
some specifications of the Good may be changed without any notice.
When in doubt, special part numbers may be assigned to fix or establish
key specifications for your application. Please consult with your Seller ’s
representative at any time to confirm actual specifications of purchased
Good.
5. Errors and Omissions. The information in this catalog has been carefully
checked and is believed to be accurate; however, no responsibility is as -
sumed for clerical, typographical or proofreading errors, or omissions.