Hamar Automation LLC -- STANDARD TERMS AND CONDITIONS OF SALE
The following terms and conditions of sale apply to all quotations and proposals made by Hamar Automation LLC (referred to herein as “HAMAR”) and to all orders accepted by HAMAR and
shall constitute the final terms and conditions of the agreement between the Buyer and HAMAR. Further, all quotations and proposals for HAMAR Products are based upon data
and specifications supplied to HAMAR by Buyer either directly, via configuration of a HAMAR Automation product, or otherwise, and that Buyer understands that the price,
performance, and/or safety of HAMAR’s Products may be affected if any such data or specifications are incorrect or incomplete. The terms and conditions of sale as stated herein
cannot be changed, modified, or amended by the Buyer unless HAMAR and the Buyer agree in a specific writing to change, modify, or amend the terms that is signed and dated by HAMAR and
the Buyer. Unless changed, modified or amended in a specific writing signed and dated by both parties, this agreement is understood to be the complete and exclusive agreement between the
parties, superseding all prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this sale. If the Buyer is anything other than an
End-User of HAMAR products, then the Buyer shall have a duty to provide a copy of these Standard Terms and Conditions of Sale to such End-User.
1. PRICES AND FREIGHT TERMS: All prices and service charges, unless otherwise provided, are net exworks HAMAR’s plant and are subject to change with notice to conform to
HAMAR’s published price list in effect at the time of shipment. Delivery shall be deemed to occur and risk of loss shall pass to Buyer upon delivery to the carrier. Pricing for the goods
does not include freight, delivery or handling charges unless so stated on the face of the purchase order. All sales are FOB shipping point. HAMAR reserves the right to make partial
shipments and will render invoices accordingly.
2. PAYMENT TERMS: Terms are subject to the approval of HAMAR’s Finance & Accounting Department prior to shipment, and the Buyer agrees with respect to its obligation for payment,
that: (1) If in HAMAR’s judgment Buyer’s financial condition or other conditions do not justify shipment on normal credit terms, HAMAR may require full or partial payment in
advance; (2) after the products are shipped, it will pay to HAMAR the amount of the invoice in accordance with the terms of payment stated thereon, with interest at the rate of 1.5 percent per
month on any late payment; (3) after the invoice is issued, if in HAMAR’s judgment Buyer’s financial condition in any way becomes impaired or jeopardized, the invoice shall become
immediately due and payable; and (4) except where expressly prohibited by law, Buyer will, in event of default, pay HAMAR’s cost of collecting any amount due under these terms and
conditions including court costs and reasonable attorneys’ fees. In addition to the purchase price, the Buyer agrees to pay the amount of any sales, use, occupation, excise or similar tax
applicable to the transaction.
3. CANCELLATION: In the event of cancellation by the Buyer, or a change initiated by the Buyer that results in a partial cancellation or delay in delivery, of an order for products that are to
be specifically configured or adapted for the Buyer’s use, the Buyer agrees that it shall confirm such cancellation or change in writing and shall reimburse HAMAR for all actual costs
and damages incurred, including but not limited to, engineering, fabrication expenses, restocking fees, order price for all products or services that have been completed in accordance with this
order and not previously paid for, the actual cost of work-in-progress, and raw materials incurred by HAMAR in complying with such cancellation or change.
4. CHANGE ORDERS: The Buyer may request changes to be made in the design or construction of the product being specifically constructed or adapted for the Buyer’s use, which request
shall be subject to HAMAR’s acceptance in its discretion. If HAMAR accepts such request, it shall provide to Buyer an adjustment in the purchase price, which adjustment shall include any
revisions to shipping dates and the estimated date of completion of the project. Upon Buyer’s acceptance of the adjustment(s) and revision(s), HAMAR shall proceed with completion of the
project in accordance with the revised plans. HAMAR reserves the right to substitute like components of equal quality with those called for in the specifications or plans.
5. PLANS AND SPECIFICATIONS: Specifications, plans, blueprints, or similar HAMAR proprietary products received with the finished goods purchased by Buyer are, and shall remain, property
of HAMAR. They shall not be reproduced, transmitted, or otherwise disclosed to any person not connected with Buyer’s organization, nor delivered to a competitor of HAMAR.
6. FORCE MAJEURE: HAMAR shall not be liable for loss, damage, delay, or failure of delivery resulting from fire, embargo, strikes, riot or civil commotion, differences with workmen,
inability to obtain materials, casualties, delays in transportation, or any other causes of a similar or dissimilar nature to those named, all of which are beyond HAMAR’s reasonable control, nor
shall HAMAR be liable for consequential damages, including without limitation, lost profits that may result from any delay whatsoever.
7. SAFETY DEVICES: HAMAR’s recommended safety devices should be a part of the products sold herein and Buyer should purchase these recommended safety devices as a part of
its purchase of HAMAR’s products. If Buyer fails to purchase HAMAR’s recommended safety devices, such failure shall be at Buyer’s risk. If Buyer specifically rejects HAMAR’s
recommended safety devices, then in consideration of HAMAR’s agreement to ship and deliver the products with out such recommended safety devices, Buyer agrees to indemnify HAMAR
and hold it harmless from any claim, demand, or cause of action asserted against HAMAR by any person, and any losses and expenses, including attorneys’ fees, incurred by HAMAR by
reason of same, which relates, directly or indirectly, to the lack of HAMAR’s recommended safety devices. In the event any special safety device is provided by HAMAR, HAMAR shall only
warrant that the design and installation of such safety devise shall be of a type that is generally recognized in the industry. Buyer agrees that exceptions taken by local inspectors, not
consistent with generally accepted industry interpretation and practice, will not be considered a failure on the part of HAMAR to fulfill its obligations.
8. LIMITED WARRANTY, DISCLAIMER & LIMITATION OF REMEDIES: HAMAR warrants to the original Buyer only that all products or parts sold by HAMAR shall be free of
defects in materials and workmanship for a period of one (1) year from the date of shipment, when used according to HAMAR’s recommended usages. If Buyer discovers within this period
a defect in material or workmanship, it must notify HAMAR in writing. In no event shall such written notification be received by HAMAR later than thirteen (13) months from the date of
delivery and any action or suit for breach of warranty must be commenced within fifteen (15) months following delivery of the goods.
A. THE BUYER’S EXCLUSIVE REMEDY AND HAMAR’S ENTIRE LIABILITY IN CONTRACT, TORT, OR OTHERWISE IS STRICTLY LIMITED TO REPAIR, REFUND
OF PURCHASE PRICE PAID FOR, OR REPLACEMENT IN KIND OF ANY NONCONFORMING ITEMS, PROVIDED THOSE PRODUCTS ARE RETURNED TO
HAMAR PREPAID. HAMAR RESERVES THE RIGHT TO DECIDE WHICH OF THESE EXCLUSIVE REMEDIES SHALL BE EXERCISED.
B. THIS WARRANTY SHALL BE CONSIDERED VOID IF SUCH PRODUCTS ARE MISUSED, IMPROPERLY INSTALLED, INAPPROPRIATELY STORED, OPERATED
BEYOND RATED LIMITATIONS, DAMAGED, NEGLECTED, ALTERED/ CHANGED/ REPAIRED/ OR MODIFIED IN ANY WAY BY ANYONE OTHER THAN
PERSONNEL AUTHORIZED BY HAMAR
C. An “Instruction and Operating Manual” (referred to herein as “IOM”) will be made available to Buyer. Buyer assumes responsibility to read and understand the IOM
prior to installation and operation of the products.
D. HAMAR does not warrant any products not manufactured by HAMAR
E. THE WARRANTY EXPRESSED ABOVE IS IN LIEU OF AND EXCLUSIVE OF ALL OTHER WARRANTIES. THERE ARE NO IMPLIED WARRANTIES OF
MERCHANTIABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THOSE WARRANTIES ARE SPECIFICALLY DISCLAIMED AND EXCLUDED. IN NO EVENT, BE
IT BREACH OF WARRANTY OR OTHER CAUSE FROM PERFORMANCE OR NONPERFORMANCE, SHALL HAMAR BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
OR CONSEQUENTIAL DAMAGES INCURRED, OR DAMAGES OCCURRING FROM ANY NEGLIGENCE OF THE BUYER, ITS EMPLOYEES, OR AGENTS.
9. REMEDIES AND INDEMNIFICATION: The Buyer agrees that, except where such limitations, exclusions, and indemnities are specifically prohibited by applicable law, Buyer’s exclusive
remedy and the limit of liability of HAMAR for any losses or damages resulting from defective goods or from any other cause shall be for the purchase price of the particular delivery
with respect to which losses or damages are claimed, plus any transportation charges actually paid by Buyer. To the extent that any such claim exceeds the afore-stated limit of liability,
Buyer agrees to indemnify and hold harmless HAMAR, its officers, agents, and employees from and against any and all liabilities, damages, losses, costs, attorney fees, and expenses, for injury
or death of an officer, agent, employee or customer of Buyer arising out of or in connection with the use of products and services to be provided under this agreement. Except as otherwise
stated in this paragraph, Buyer further agrees to release and waive any liability of any claim against HAMAR, its officers, agents, and employees, for loss of or damages to property, including
loss of use arising directly or indirectly out of or in connection with its performance under this Agreement.
10. INDEMNITY AND HOLD HARMLESS FROM VIOLATION OF OSHA DUTIES AND STANDARDS INCLUDING LOCKOUT/TAGOUT PROCEDURES: Buyer is required by law to
follow the requirements and duties imposed by the Occupational Safety and Health Administration (“OSHA”), including but not limited to LOCKOUT/TAG OUT procedures set forth at 29
C. F.R. 2910.147, as may be amended from time to time. Buyer hereby and, by reason of its installation and use of equipment manufactured or supplied by HAMAR and its suppliers, which
claims arise at times when OSHA mandated LOCKOUT/TAG OUT procedures or other OSHA standards applicable to Buyer are not followed. This indemnity includes all attorney fees
incurred by HAMAR and it’s suppliers in the defense or any claims arising when OSHA standards and/or LOCKOUT/TAG OUT procedures are not being followed.
11. RETURNED GOODS: All sales are final. Thus, products shall not be returned without the written permission and shipping instructions from HAMAR. Products that are returned for
reasons other than being defective shall be shipped exworks destination and the Buyer shall pay the following expenses: a 25 percent restocking fee and all expenses that may be necessary to
restore the products to salable condition. Only products of current design and in salable condition shall be considered for return.
12. SECURITY INTEREST: The Buyer grants and HAMAR retains a purchase money security interest in the products purchased hereunder until the net purchase price is fully paid and all
other obligations of the Buyer are satisfied, and Buyer authorizes HAMAR to take such steps as HAMAR deems reasonably necessary to perfect its security interest in such products. If Buyer is
in default of its payment obligation to HAMAR, in addition to any other remedies available, HAMAR shall have the right and the Buyer shall permit HAMAR, or its designated agent, to enter
the premises where the HAMAR product(s) is installed and repossess the product as to which full payment has not been received.
13. MISCELLANEOUS: The Buyer shall make any claims for shortage or error in filling its order within five (5) days after receipt of shipment. HAMAR does not guarantee any product to
meet local, municipal, state, or national laws or regulations. Any lenience granted to the Buyer shall not constitute a waiver of any of HAMAR’s rights hereunder. Should any part, term, or
provision of this agreement be declared illegal or in conflict with any law, rule, or regulation, the validity of the remaining portion, terms, or provisions shall not be affected thereby. The
terms and conditions contained herein constitute the entire agreement of the parties relating to this transaction. The captions at the beginning of sections are used for convenience only and are
not to be considered in attempting to construe any part of this agreement. This agreement, and all disputes between the parties, shall be governed and interpreted in accordance with the laws
of the state of Kansas, and the jurisdiction and venue for any action between the parties shall be solely and exclusively in Saline County, Kansas.
14. EQUAL OPPORTUNITY EMPLOYER: It is the policy of HAMAR to recruit, hire, assign, and promote employees on the basis of their qualifications and without discrimination because
of race, color, age, sex, religion, national origin, or marital status. It is also HAMAR’s policy to take actions to employ and advance qualified mentally and physically handicapped
individuals, disabled veterans, and Vietnam Era Veterans. As employers/government subcontractors, HAMAR endeavors to comply with all federal, state, and local laws, Executive Orders, rules,
regulations, and ordinances that may be applicable to its performance under this agreement.
15. EXPORT CONTROL: Buyer shall not use, distribute, transfer, or transmit any products, components, or technical information (even if incorporated into other products) provided in
connection with this transaction except in compliance with U.S. export laws and regulations (“Export Laws”) Buyer agrees to promptly inform HAMAR, in writing, of any written authorization
issued by the U.S. Department of Commerce office of export licensing to export or re-export any products connected with this transaction. The obligations of this paragraph shall survive the
expiration, cancellation, or termination of this transaction for any reason, or any other related agreement.
16. TRANSLATION: This document may be translated into one or more languages; however, the English translation shall be the official version and shall prevail over all other translations. All
dollar amounts are United States currency unless specified otherwise. Purchase shall abide by the United States Foreign Corrupt Practices Act of 1997, as amended.
Last revised 7/19/2021 TC-SP1000