Terms and Conditions
TERMS AND CONDITIONS ON THIS FORM (THE "TERMS") AND ANY
WRITTEN AGREEMENT EXECUTED BY BUYER AND
TERMS AND CONDITIONS ON THIS FORM (THE "TERMS") AND ANY
WRITTEN AGREEMENT EXECUTED BY BUYER AND iProcesSmart™ ("AGREEMENT")
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN iProcessmart Group, Inc.
("iProcesSmart.com ") AND BUYER (BUYER). iProcesSmart.com
WILL NOT BE BOUND BY ANY TERMS ON BUYERS ORDER OR OTHER FORMS THAT
ARE INCONSISTENT WITH THESE TERMS. ACCEPTANCE BY BUYER OF THESE
TERMS MAY BE MADE EITHER (1) BY WRITTEN ACCEPTANCE, (2) PLACEMENT
OF AN ORDER THROUGH THE iProcesSmart.com ONLINE ORDERING SYSTEM
OR (3) RECEIPT BY BUYER OF DELIVERY OF ANY PRODUCTS FROM iProcesSmart.com.
Orders: The Buyer will submit orders for Products through iProcesSmart’s
online ordering system for factory automation parts and controls
located on the World Wide Web at www.iprocessmart.com. These Terms
apply to all orders for Products accepted by iProcesSmart.com. Acceptance
of Buyers order by iProcesSmart.com will be made only on the express
understanding and condition that insofar as these Terms conflict
with any terms and conditions in Buyers order, these Terms shall
govern. No order shall be binding upon iProcesSmart.com until iProcesSmart.com
sends Buyer confirmation of such order through electronic mail,
facsimile, or other written communication. Buyer understands that
iProcesSmart.com does not manufacture the products sold to Buyer
hereunder ("Products"), but rather, obtains such Products
for distribution hereunder through third party suppliers ("Suppliers").
Prices: All prices quoted, all orders accepted,
and all billings rendered are exclusive of all federal, state and
local withholding, excise, sales, use and similar taxes, fees, or
charges imposed by any governmental authority on this transaction.
Buyer will reimburse iProcesSmart.com for any such tax, fee or charge,
at the time of sale or thereafter, that iProcesSmart is required
to pay. If any proceeding is brought by or against Buyer under bankruptcy
or insolvency laws, iProcesSmart.com shall be entitled to cancel
any then outstanding order by Buyer
3. Taxes: Any and all online orders from the United States of America shall include sales tax. iProcesSmart is obliged to collect the sales tax imposed by local/federal government or state. Tax exempt customers are urged to contact the Customer Service 925-706-7433 or sales@iprocessmart to place the order. A valid copy of tax exemption certificate is required to be on file. iProcessmart does not collect tax for orders shipped outside the continental United States, customer is resposnsible for any customs duties, value added tax or othertax imposed locally.
4. Payment: We offer the following payment methods.:
- International credit cards: Mastercard, Visa, American Express.
- Pre-payment with a bank transfer*
- Invoice (30 days NET)**, available for customers in the United States.
* By choosing pre-payment with a bank transfer method for paying your purchases, we will immediately send you a proforma invoice including our banking details to the e-mail address you have provided in your order. Please note that we will process your order only after your payment has been received by iProcesSmart.
** iProcesSmart reserves the right to make a credit check for invoice customers and revoke the order in case the check is failed. Please note that credit checking may also slow down order processing.
Returns, Changes and Cancellations: Cancellations of and changes
to orders for Products, and returns of Products by Buyer, will be
subject to the policies, and change and cancellation fees, of the
Supplier. Upon the request of Buyer iProcesSmart.com will use best
efforts to inform the Buyer of the return, change, and cancellation
policies of a particular Supplier or to direct Buyer to the source
of such information. In addition, iProcesSmart.com will use best
efforts to facilitate communication between the Supplier and the
Buyer with respect to returns, changes and cancellations. Buyer
agrees to pay all charges resulting from such changes, cancellations,
and returns, including, without limitation, storage and shipment
costs, costs of producing non-standard materials, costs of purchasing
non-returnable materials, cancellation or change fees imposed by
the Supplier, and any other cost resulting from cancellations, changes
or returns permitted by the Supplier.
Title, Delivery, and Acceptance: All sales are made F.O.B. the shipping
point. Buyer will be responsible for all shipping and insurance
charges, and will reimburse iProcesSmart.com for all shipping and
insurance costs iProcesSmart.com incurs. Risk of loss for the Products
shall pass to Buyer on the date the Products are delivered to a
common carrier at the shipping point ("Shipment Date").
In the event of any default by Buyer, iProcesSmart.com may decline
to make further shipments without in any way affecting its rights
under these Terms iProcesSmart.com will not be charged with any
liability for delay or non-delivery of the Products, when caused
by any cause beyond the reasonable control of iProcesSmart.com.
The Products will be deemed accepted on the Shipment Date.
Use of Products: Unless otherwise specified, Products are sold for
factory and industrial process
automation, control and related use only. Buyer acknowledges that
the Products may not have been tested for safety. Due care should
be exercised with all Products to prevent physical harm. All selection
materials and application are the final responsibility of the end
user to ensure that all safety precautions are exercised in handling
during installation, and setup.
Confidential Information: "Confidential Information" shall
mean any information disclosed by one party to the other which is
marked or identified as "Confidential", "Proprietary"
or in some other manner to indicate its confidential nature, or
information which the receiving party should know that the disclosing
party would reasonably regard as confidential. Each party shall
treat as confidential all Confidential Information of the other
party, shall not use such Confidential Information except as set
forth herein, and shall use reasonable efforts not to disclose such
Confidential Information to any third party. Without limiting the
foregoing, each of the parties shall use at least the same degree
of care which it uses to prevent the disclosure of its own confidential
information of like importance to prevent the disclosure of Confidential
Information disclosed to it by the other party under this Agreement.
Each party shall promptly notify the other party of any actual or
suspected misuse or unauthorized disclosure of the other party's
Confidential Information. Notwithstanding the above, neither party
shall have liability to the other with regard to any Confidential
Information of the other which the receiving party can prove: (a)
was in the public domain at the time it was disclosed or has entered
the public domain through no fault of the receiving party; (b) was
known to the receiving party, without restriction, at the time of
disclosure; (c) is disclosed with the prior written approval of
the disclosing party; (d) was independently developed by the receiving
party without any use of the Confidential Information; (e) became
known to the receiving party, without restriction, from a source
other than the disclosing party, without breach of this Agreement
by the receiving party and otherwise not in violation of the disclosing
party's rights; or (f) is disclosed pursuant to the order or requirement
of a court, administrative agency, or other governmental body; provided,
however, that the receiving party shall provide prompt notice thereof
to the disclosing party to enable the disclosing party to seek a
protective order or otherwise prevent or restrict such disclosure.
Breach of the confidentiality obligations set forth in this Section
6 may cause irreparable damage and therefore, the injured party
shall have the right to equitable and injunctive relief, and to
recover the amount of damages (including reasonable attorneys fees
and expenses) incurred in connection with such unauthorized use.
Upon expiration or termination of this Agreement, each party shall
return all tangible Confidential Information received from the other
party. Notwithstanding the foregoing provisions of this Section
6,iProcesSmart.com™ will have the right to use, sell, or otherwise
distribute aggregated statistical information regarding Buyers use
of the iProcesSmart.com System; provided, however, that iProcesSmart.com
shall not disclose the name or identity of the Buyer, or any information
or data from which such name or identity could reasonably be discerned.
Indemnity: Buyer shall indemnify, defend, and hold harmless iProcesSmart.com and
the Supplier, and their employees, agents, successors, officers,
and assigns, from any suits, losses, claims, demands, liabilities,
costs and expenses (including attorney and accounting fees) that
iProcesSmart.com or a Supplier may sustain or incur arising from
(a) the Buyers use of the Products purchased hereunder, (b) the
Buyers failure to comply with any applicable laws and regulations
or to obtain any licenses or approvals from the appropriate government
agencies necessary to purchase and use the Products, or (c) the
Buyers breach of any of its obligations set forth in these Terms
or in the Agreement; provided, that iProcesSmart.com provides
Buyer with: (i) prompt written notice of such claim; (ii) control
over the defense and settlement of such claim; and (iii) proper
and full information and assistance at Buyers expense to settle
and/or defend any such claim. Notwithstanding the foregoing, Buyer
shall not settle any such claim, suit or proceeding without the
written consent of iProcesSmart.com, which shall not be unreasonably
Warranty iProcesSmart.com provides no warranty with respect to the
Network or the Products sold hereunder. Buyer receives a warranty
on the Products, if any, directly from the Supplier. Upon the request
of the Buyer, iProcesSmart.com will
use best efforts to inform the Buyer of the warranty policy of a
particular Supplier, or to direct Buyer to a source of such information iProcesSmart.com MAKES
NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE iPROCESSMART.COM
SYSTEM OR THE PRODUCTS SOLD HEREUNDER. iProcesSmart.com EXPRESSLY
DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT,
AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability: iProcesSmart.com SHALL NOT BE LIABLE FOR
COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR
ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS,
LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS
AGREEMENT, EVEN iProcesSmart.com HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT
MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. iProcesSmart.com
TOTAL LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO ANY PRODUCT
SOLD HEREUNDER SHALL IN NO EVENT EXCEED THE PRICE PAID BY BUYER
FOR SUCH PRODUCT.
General: These Terms and performance by the parties hereunder shall
be construed in accordance with the laws of the State of California,
U.S.A., without regard to provisions on the conflicts of laws. Buyer
and iProcesSmart.com consent to the exclusive jurisdiction of, and
venue in, the state and federal courts, California, U.S.A. Buyer
shall not assign its order or any interest therein or any rights
thereunder without the prior written consent of iProcesSmart.com.
These Terms constitute the entire agreement between iProcesSmart.com
and Buyer and supersede all previous communications, representations
and agreements (except for the Agreement), whether oral or written,
between the Buyer and iProcesSmart.com with
respect to the subject matter hereof. These Terms may not be modified,
supplemented, qualified, or interpreted except in writing signed
by Buyer and iProcesSmart.com. The failure by iProcesSmart.com to
enforce at any time any of the provisions in these Terms will in
no way be construed as a waiver of such provisions.