Terms and Conditions

GENERAL

1. Saelig Company, Inc. (Seller) submits all price lists, quotations, proforma invoices, (whether verbal, written or electronically transferred) to the Purchaser in accordance with the following Terms and Conditions (unless expressly modified in writing and signed by a Director).
2. Each Order received and accepted by the Seller is deemed to form a separate contract to which these Terms & Conditions of Sale apply.
3. These Terms & Conditions supersede any terms proposed by the Purchaser.
4. Limitation of Liability:  Notwithstanding anything else contained herein to the contrary, neither party shall be liable to the other party for any special, punitive, consequential, or indirect damages, including, but not limited to, loss of production, loss of profits, or business interruption, howsoever caused and even if due to the negligence of either party. Saelig’s liability (if any) is solely limited to a maximum of the value of the product purchased.

PRICES

1. Prices are EXW Fairport, NY in US Dollars according to pricing set by the Seller unless specified otherwise.
2. Prices are exclusive of state and local sales tax, if applicable, packing costs and shipping charges to order destination unless specified otherwise.
3. Shipping costs quoted are estimates, the Seller reserves the right to increase such charges before dispatch in proportion to increased costs to the Seller, however caused.
4. Shipping insurance costs are the responsibility of the Buyer.
5. Prices do not include local taxes and duties unless agreed in writing, as part of a special price list or as part of a specially negotiated Sales Contract.
6. Advertised prices are subject change without notice, due to currency fluctuations and other causes.  Printed adverts can take up to 8 weeks to get into print, during which time our distributors may raise prices or currency exchange rates may have changed.

ORDERS

1. Orders should be conveyed in writing by Mail, Facsimile, e-mail or Web ordering system with fully correct and accurate details to effect invoicing, delivery and payment for the goods/services.
2. No contract to supply will be deemed in operation until the Buyer has received the order acknowledgement confirming the goods and terms of the order, however placed.
3. At the Seller's discretion verbal orders may be accepted and a request for confirmation made. No contract to supply will be deemed made unless the Seller within 3 working days receives the requested confirmation and the Buyer has received by return the order acknowledgement confirming the goods and terms of the order.
4. Orders subject to a Special Price Basis must conform to and comply with those terms conveyed at order acceptance.
5. Availability and delivery times however conveyed are estimates and shall not be deemed to be of the essence.
6. The Seller reserves the right to reject orders.
7. All software sales are non-returnable and non-refundable.  Please make use of demo versions to ensure the product meets your needs.  Contact Technical Support for answers to specific software questions.
8. Items not stocked by Saelig must be specially ordered and are therefore are purchased NCNR - non-cancelable; non-returnable.
9. Orders placed online cannot be refunded if an incorrect shipping method was chosen resulting in early or late delivery, if there were spelling or grammatical errors, or for incorrect / incomplete shipping addresses.
10. A nominal fee may be applied to your credit card if incorrect or incomplete addresses are provided resulting in a courier address verification charge to us.
11. Please note that ground shipping methods are not guaranteed services and that deliveries of packages shipping via ground service may be delivered outside of your selected delivery date. If you need delivery on a specific date, we recommend using an expedited guaranteed delivery method.

PAYMENT

1. Pre payment by Visa, MasterCard, American Express or Bankers Draft payable through a US Bank are acceptable payment methods.
2. Credit account terms may be agreed with the Seller, with payment made not later than 30 days following the end of the month of delivery. The Seller reserves the right to vary such payment periods, purely at the Sellers discretion.
3. The Seller reserves the right to charge interest on any outstanding debt at 2% above base rate Statutory Interest, whichever is the greater.
4. Should litigation be entered into in pursuance of payment, the Seller reserves the right to charge interest at a rate acceptable under New York State law from the date of invoice.
5. Payment default however caused will automatically cancel any on-going Special Price Basis or special arrangements as may have been negotiated inter Seller, Customer or 3rd Party thereof. Saelig reserves the right to add collection fees and legal fees to accounts sent to collections and to recover sums owed upon cancellation of agreements. If we have a credit card on file for a customer, customer agrees to credit card being charged for defaulted payment.
6. Customers have the option of leasing higher value equipment through our preferred leasing company. Please call our Sales Manager for details.

WARRANTY

1. Goods supplied by the Seller will be subject to the manufacturer's warranty, provided payment has been received to terms, and at no liability to the Seller.
2. Goods which lend themselves to firmware upgrades are guaranteed by our manufacturers to operate correctly as supplied (as-is).  If users upgrade software from that supplied by Saelig, please be advised that we retain the right to defer further technical support to the manufacturer to handle directly.  Saelig accepts no responsibility for suitability, compatibility or interoperability with third-party products, such as those which a customer may attempt to interface with our product.  Customers must always verify the correct operation of products immediately upon receipt before integrating into any system, upgrading firmware, adding connectors, or making any modifications to suit their application.  Modifications will automatically void any warranty support.

RETURNED GOODS

1. Goods supplied (except custom-ordered parts) which have been ordered in error but are unopened and in saleable condition may be returned within 30 calendar days of purchase ONLY upon Saelig's prior approval.  Note that we only refund shipping costs for defective items or items that have been shipped in error. All returned items must be in their original packaging, complete with warranty card and owner's manual (if applicable), and show no signs of use, wear or abuse. The packaging must also be in original condition. Credit card purchases will be refunded to the original credit card. A Saelig-provided Return Merchandise Authorization (RMA) number MUST be obtained from a Saelig Customer Service agent and be visible on the returned package.  NOTE:  INTERNATIONAL RMA shipping fees are at buyer's expense.
2. Software, and Hardware/Software bundles may be returned for refund, replacement or exchange only if they have not been opened, if they have been found defective, or if they were damaged in shipping: Software, and hardware bundled with software, cannot be returned once opened due to copyright law, unless you have received return authorization permission from the product’s original publisher/manufacturer.
3. A re-stocking/handling charge will be made of 15% of the goods sale value.  This fee may be waived for the following reasons: carrier damage, defective product, product does not match advertising, incorrect product  received, product was an extra item not ordered.
4. It is understood that electronic goods that have been used may sustain subtle electrical damage.  Therefore, certain items may not be eligible for return due to manufacturer return policies.   Please contact a Saelig representative for product-specific  restrictions prior to ordering.
5. Special Order and non-stocked items are not normally returnable.

HEALTH AND SAFETY

1. All goods supplied do not present a health or safety hazard when properly used and when the Purchaser/user takes reasonable and normal precautions in their use but are not to be used for Life Support applications.

DELIVERY AND TITLE

1. Ownership of the goods remains with the Seller until the Purchase has been paid for in full, including any sums owed by reason of cancellation of orders, Court fees, interest charged, etc.
2. The Purchaser shall be entitled to incorporate the goods into any other product or subassembly in the normal course of business on condition that ownership of the goods purchased remains with the Seller until fully paid for.
3. Risk in the goods passes to customer when they are delivered to, or collected by, the shipping carrier.
   (Ex Works)  
4. All shipments by Saelig are F.O.B. point of shipment. Delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Saelig will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by Saelig are estimates only and that Saelig will not be liable for failure to deliver on such dates or from theft of packages left at the customer’s premises. Selection of the carrier and delivery route will be made by Saelig unless specifically designated by Customer. Saelig reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.

LIABILITY

1. The Seller offers information in good faith as representing the characteristics of its products, but will not be held responsible for any damage or loss sustained as a result of any inclusion, omission or error in documentation, utility programs, library programs, verbal advice, web descriptions or other data. Liability under all circumstances is limited to the cost of goods purchased.
2. The Seller's products are not approved for use in medical applications without written consent. Such use includes, but is not limited to, use in life support systems.
3. Though we strive to provide correct parts per order request, any incorrect parts will be replaced upon notification.  We do not assume any responsibility for using or installing or assembling incorrect parts.  Especially, please inspect i.c. part numbers before assembly commences.
4. Since we distribute products from more than 100 suppliers worldwide, we cannot guarantee that the goods we sell have been manufactured without the use of any Class I ozone-depleting substances, although this is our request and preference.

COPYRIGHT

1. Documentation and software including the contents of utility programs, web site pages and library programs provided by the Seller are Copyright Saelig Co. Inc. or its suppliers (except where acknowledged). Written permission must be sought before any copy, even partial is made.

EXPORT AND USAGE

1. Where the goods are purchased knowingly for export or re-export the Purchaser shall notify in writing the Seller of this intention and end destination of the user at the time of order placement.
2. The goods shall not be used for any illegal or other purposes as proscribed by any body that may have legal authority in the United States.

FORCE MAJEURE

1. The Seller shall not be liable for any failure in the performance of any of its obligations caused by situations or factors outside the Sellers control.

LAW

1. New York State law shall govern this contract.
2. In the event of a dispute between Buyer and Seller, should the Seller require, the Buyer agrees to submit the dispute to arbitration in accordance with the Arbitration Act at the time being in force, as legally binding alternative to U.S. Court action.
3. If at any time a term or condition (or part thereof) becomes void by action of due process of Law, the remaining provisions hereof shall remain in full force and effect.

BLANKET ORDER POLICY

1. Saelig Company will accept an irrevocable order for quantities of most items for delivery in multiple shipments within 12 calendar months from order date in order to give advantageous pricing over normal shipment-quantity prices. This is referred to as a Blanket Purchase - the customer providing a shipping schedule (even if tentative) of quantity and ship date at the time of order placement. This schedule can be amended as required, but may not be amended within 5 days of dock due date. A shipping charge would apply per shipment. To receive this pricing, customers must quote the Saelig Quote/Estimate Number on Purchase Orders and their Blanket PO number on all subsequent Ship Date Revision Notices.
   
   
   
   The blanket order quantity is to be delivered within 12 calendar months from order date. If insufficient quantities are subsequently requested within the time period, the customer's final invoice will be recalculated with an added line item adjustment for the difference between the price for the quoted volume and the price for the actual volume shipped.
   
   
   
   Shipments will be released provided they do not create an account balance in excess of the customer's credit limit.
   
   
   
   Saelig reserves the right to add collection and legal fees to accounts sent to collections.