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Terms and Conditions of Sale

數量:

購買和出售的產品應是買方提交的訂單,由Watlow電氣製造公司及其任何附屬公司或附屬公司為任何相關的采購訂單(統稱“Watlow”)。Watlow將提供指定的訂購數量,條件是Watlow有權製造,交付和發票,以便部分交付產品。

Delivery:

Incoterms® CPT, Customer’s Delivery Location. Risk of loss and title passes to buyer when the goods are placed on the first means of transportation. Watlow shall select the means of transportation and prepay freight. For export shipments, buyer shall be responsible for customs clearance, duties, import VAT or GST when applicable. Under any agreed Incoterms® Watlow will file electronic export information. Watlow may designate the locations from which buyer may receive or pick up products.

付款條件:

Terms are net 30 days from date of invoice with approved credit. All quotations are valid for 30 days unless otherwise stated. Buyer shall not, and acknowledges that it will have no right to, withhold, offset, recoup or debit any amounts owed (or to become due and owing) to Watlow or any of Watlow’s affiliates, whether relating to these terms and conditions and the parties’ performance hereunder or any breach or non-performance of any other agreement between buyer and Watlow or any affiliate thereof.

Price Revision:

價格如有更改,恕Watlowwithout advance notice to buyer. If Watlow desires to revise the discounts, prices, points of delivery, service allowances or terms of payment but is restricted to any extent against so doing by reason of any governmental request, law, regulation, order or action, or if the discounts, prices, points of delivery, service allowances or terms of payment then in effect are altered by reason of governmental request, law, regulation, order or action, Watlow shall have the right (i) to terminate this order by notice to buyer, (ii) to suspend deliveries for the duration of such restriction or alteration, or (iii) to have applied to this order (as of the effective date of such restriction or alteration) any discounts, prices, points of delivery, service allowances or terms of payment governmentally acceptable. Any delivery suspended under this section may be canceled without liability.

材料,過程和部件號:

Watlow在任何時候和唯一和絕對自行決定保留右側,以改變製造,設計或其他流程和/或改變其在製造其標準產品(如下所述)的材料而不提供任何先前通知買方或以其他方式將任何義務與買方產生任何義務。除了上述情況外,在此出售的每種產品的適用部件號碼在其唯一和絕對自行決定的情況下,瓦特洛在不向買方提出通知的情況下進行變化。出於這些條款和條件的目的,術語“標準產品”是指那些Watlow產品,包括但不限於加熱器,控製器,控製麵板,傳感器和配件,包括在Watlow的標準目錄中

退貨政策:

Generally, all sales of Watlow products are considered final. Requests for returns must be made in writing within sixty (60) days immediately following the date which product arrived at the applicable location. All such requests will be reviewed and require written authorization. Generally, only stock products that have not be used or modified will be authorized for return and under no circumstances shall controllers be returned if the packaging seal is broken. Authorized returns will be subject to a $50 minimum or a thirty-five percent (35%) handling fee, whichever is greater. Authorized returns must be shipped freight prepaid at buyer’s expense and be accompanied by an RMA. Products returned without an RMA will not be processed.

訂單更改:

根據可接受的采購訂單,買方訂購的產品數量,圖紙,設計或規格的數量,圖紙,設計或規格的變化,如果瓦特洛以書麵形式明確接受此類變更,則將對Watlow具有約束力。任何此類擬議的更改都由Watlow遵守書麵協議,可能會對申請的價格,交貨時間表或其他商業術語進行調整。收到此類通知後,Watlow將以買方所要求的更改在將所要求的更改納入製造產品之前,Watlow通知買家以價格,交付時間表等進行任何調整。如果Watlow接受買方要求延長成品的交貨日期,則買方應支付給Watlow額外的每日庫存費用,除非各方均已相同,否則每月的適用購買訂單的至少2%(2%)。如果買方和Watlow無法同意價格,交付,日程表等的適用調整,則應視為買方的訂單,買方應負責本文所需的費用負責票據。

Order Cancellations:

買方可以取消所有或一個y portion of a purchase order for the products by delivering not less than sixty (60) days’ prior written notice thereof to Watlow. If any purchase order is so cancelled by buyer, buyer shall pay to Watlow: (a) the price for all products that are produced and finished as of the date that Watlow receives such cancellation notice (“Cancellation Notice”); (b) the direct cost to Watlow for any work-in-progress in respect of such purchase order as of the date that Watlow receives such Cancellation Notice plus a handling and stocking charge equal to fifteen percent (15%) of such costs; and (c) any third party restocking or cancellation charges incurred by Watlow due to such order cancellation.

Freight and Taxes:

價格不包括預付貨運,聯邦,州或地方稅。Watlow支付的貨運費率上的任何增加,此訂單所涵蓋的交貨人和下文變得有效,並且任何稅收或政府收費或增加(不包括任何基於收入的特許經營或所得稅或其他稅項或收費)(i)增加成本to Watlow of producing, selling or delivering products or of procuring products used therein or, (ii) payable by Watlow because of the production, sale or delivery of products, such as Sales Tax, Use Tax, Retailer’s Occupational Tax, Gross Receipts Tax, Value Added Tax (VAT), and Ways Fees may, at Watlow’s option, be added to the prices herein specified and be added to invoices.

Engineering Charge:

在複雜的產品,係統或控製器軟件修改中,可以應用或包含在原型的價格中的工程電荷。此費用不折扣。

Tooling:

所有工具和夾具都是Watlow的財產。如果送貨預付,Watlow將接受買方的特殊工具。Watlow將維持這種工具,鍛煉合理的護理,以生產買方的產品。鋁製鑄鐵和聚合物產品的永久模具應是買方的財產和責任。

Excuse of Performance:

Deliveries of product may be suspended by Watlow in the event of: (a) war, riot, terrorism, an act of God, fire, explosion, accident, flood, hurricane, sabotage; (b) a lack of adequate fuel, power, raw materials, labor, containers or transportation facilities; (c) compliance with governmental requests, laws, regulations, orders or actions; (d) breakage or failure of machinery or apparatus; (e) national defense requirements; (f) labor trouble, strike, lockout or injunction (provided that Watlow shall not be required to settle a labor dispute or accede to the demands of employees that it considers in its own business judgment to be contrary to its interests);or (g) any other event, beyond the reasonable control of Watlow, whether or not foreseeable or of the class or kind enumerated herein, which event makes impracticable the manufacture or transportation of the product or of a material upon which the manufacture of the product is dependent (each, a “Force Majeure Event”). Upon a Force Majeure Event, Watlow shall send written notice to buyer setting forth a brief description of the Force Majeure Event and an estimate, to the extent reasonably ascertainable, of the anticipated duration thereof. The foregoing notice requirement shall be satisfied by written notice given at such time as it shall become clearly apparent in the reasonable judgment of Watlow that performance has been materially diminished by such Force Majeure Event. If Watlow determines that its ability to supply the total demand for the product, or obtain any or a sufficient quantity of any material used directly or indirectly in the manufacture of the product, is hindered, limited or made impracticable due to a Force Majeure Event, Watlow may allocate its available supply of the product or such material (without obligation to acquire other supplies of any such products or material) among itself and its purchasers, including purchasers that are not currently under contract, on such basis as Watlow determines to be equitable without liability for any failure of performance which may result therefrom. Deliveries suspended or not made by reason of this section shall be cancelled without liability, but these terms and conditions shall otherwise remain unaffected.

Warranty and Limitation of Liability:

Watlow warrants that its products will be free from defects in materials or workmanship for a period of twelve (12) months, and for controllers purchased hereunder, for a period of thirty-six (36) months, from the date of shipment of the products by Watlow (such period, the “Warranty Period”). This warranty does not extend to any losses or damages due to misuse, contamination, accident, neglect, normal wear and tear, negligence, unauthorized modification or alteration, improper installation or maintenance, misapplication, improper specification or operational conditions beyond Watlow’s knowledge or control. Any product that does not comply with the foregoing warranty is hereinafter referred to as a “Nonconforming Product.” Should any product fail during the Warranty Period, the root cause of which is noncompliance with the warranty requirements set forth in this paragraph, then Watlow shall, at its option and as buyer’s sole and exclusive remedy for any warranty claim hereunder, either repair, provide a free replacement, or refund or grant a credit to buyer for the price for such Nonconforming Product. Buyer shall notify Watlow during the Warranty Period of the alleged failure of a product through Watlow’s Returned Merchandise Authorization (“RMA”) process within thirty (30) days after such failure. Advanced authorization for any repair or replacement undertaken by Buyer must be obtained in writing from Watlow. Notwithstanding the foregoing, Watlow’s warranty with respect to implant refurbishment services performed by Watlow and the resulting refurbished disks (collectively, “Refurbished Disks and Services”) shall not become effective until such time as Watlow has received payment in full for the Refurbished Disks and Services that are subject to any warranty claim hereunder and the duration of such warranty shall be twelve (12) months to the extent such claim relates to mechanical performance and six (6) months to the extent such claim relates to elastomer, particle performance and si coating.

如果Watlow在此銷售軟件程序,則Watlow根據本軟件(“軟件”)向購買者發貨之日起十二(12)個月的時間(如果適用),當軟件(如適用)根據該說明使用,該軟件應免於材料缺陷,隻要買方已經實施了任何適用的升級,修複或校正可能不時提供。Watlow並不保證軟件將無錯誤或無病毒,將在沒有中斷的情況下運行,或者會符合買方的任何特定業務需求。Watlow will, at its own expense and as its sole obligation and buyer’s exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any material defect, provided that such material defect is reproducible, buyer provides Watlow with prompt written notice thereof upon its discovery, and buyer cooperates with Watlow’s reasonable requests and instructions for correcting such material defect. Notwithstanding the foregoing, in no event shall Watlow have any obligation or liability for any claim or defect arising out of or resulting in whole or in part from: (i) misuse of the Software by Buyer or its employees, agents and representatives; (ii) modifications to the Software not made by Watlow; (iii) combination of the Software with hardware or software not supplied by Watlow or use of the Software as part of a non-Watlow method or system; or (iv) the specific data input, processed or stored in connection with the use of the Software by Buyer or its employees, agents and representatives.

THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY WATLOW AND ARE IN LIEU OF AND EXCLUDE ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW, CUSTOM, CONDUCT, USAGE OF TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, RESULTS OR EFFORTS.

沒有員工,代理人或威爾洛的附屬公司有權將Watlow與本協議中明確載有任何陳述或保證,口頭或書麵,任何此類聲稱的陳述或保證不得可執行。本文提供的買方的補救措施是違反本載體保修的唯一和專屬補救措施。

如果買方訂單和/或Watlow將指定為“原型”的產品,則沒有保證,任何類型的保證或陳述都是根據此類原型製定的。買方在接受和/或納入最終用途應用之前,有責任來測試原型。此外,基於原型設計的生產產品可能與原型的組裝方法和材料不同。因此,買方應有職責和唯一責任,用於測試和接受基於原型設計的生產產品。

在任何情況下,Watlow或其關聯公司應對在這些條款和條件下出現的任何偶然,後果,懲罰性,特殊,間接或類似的損害(包括損失收入或利潤)負責。BUYER’S EXCLUSIVE REMEDY AND WATLOW’S AND ITS AFFILIATES’ EXCLUSIVE LIABILITY UNDER THESE TERMS AND CONDITIONS OR OTHERWISE (INCLUDING NEGLIGENCE) SHALL BE FOR DAMAGES WHICH SHALL IN NO EVENT EXCEED SO MUCH OF THE PURCHASE PRICE AS IS APPLICABLE TO THAT PORTION OF THE PARTICULAR SHIPMENT OF PRODUCTS WITH RESPECT TO WHICH DAMAGES ARE CLAIMED. THE LIMITATIONS ON LIABILITY IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF LIABILITY (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, OTHER TORT OR OTHERWISE). THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL PART OF THIS AGREEMENT AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.

Miscellaneous:

的有效性,解釋和性能IS AGREEMENT AND/OR ORDER AND ANY DISPUTE CONNECTED HEREWITH SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI. These Terms and Conditions constitute the full understanding of the parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement and/or order relating to the subject matter herein. Any terms and conditions proposed in Buyer’s purchase order or in any acknowledgment, invoice, or other documentation of Buyer that add to, vary from, or conflict with the terms herein are hereby rejected and the terms hereof shall be binding upon the parties. Except as otherwise expressly provided herein, no conditions, usage of trade, course of dealing or performance, understanding or agreement and/or order purporting to modify, vary, explain or supplement the terms or conditions of this agreement and/or order shall be binding unless hereafter made in writing and signed by the party to be bound, and no modification shall be effected by the acknowledgment or acceptance of any purchase order or shipping instruction forms containing terms or conditions at variance with or in addition to those set forth herein. No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing or performance shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing signed by the party to be bound. If any term, condition or provision of this agreement and/or order or the application thereof is judicially or otherwise determined to be invalid or unenforceable, or if the parties mutually agree in writing to any revision of this agreement and/or order, the remainder of this agreement and/or order and the application thereof shall not be affected, and this agreement and/or order shall otherwise remain in full force and effect.