Specifications

List Price Book 20A • Effective March 1, 2009
Phone: [phone] • Fax Customer Support: 860-584-2136 • Fax Order Entry: 866-322-1233
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Terms & Conditions
Terms & Conditions
INGERSOLL-RAND COMPANY, SECURITY TECHNOLOGIES SECTOR,
GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE
1. GENERAL.
(a) This Agreement contains the terms and conditions by which
Company will quote and sell its Products and Services to Customer. (b) The terms
“purchase order” or “order” for the purposes of this Agreement include the term “request
for quotation,” as appropriate. (c) This Agreement supersedes all pre-printed and
boilerplate terms and conditions set forth in any purchase order issued by Customer.
(d) No reference herein to Customer’s purchase order will in any way incorporate
different or additional terms and conditions which are hereby objected to.
(e) ANY
ACCEPTANCE BY COMPANY OF CUSTOMER’S PURCHASE ORDER
IS EXPRESSLY CONDITIONED ON THE CUSTOMER’S ASSENT TO AND
ACCEPT
ANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS
AGREEMENT
. (f) In the event of a conflict between this Agreement and a purchase
order issued by Customer, the terms of this Agreement will prevail. In the event of a
conflict between this Agreement and any specific Product or Service terms and
conditions, the specific Product or Service terms and conditions will prevail.
2. SCOPE OF PR
ODUCTS AND SERVICES
AND ORDERS
.
(a) Scope of Products and Services. The scope of the Products and Services (including,
but not limited to location) are (i) attached to this Agreement, (ii) separately furnished by
Company to Customer, or (iii) subject to Section 1 herein, contained in an order
submitted by Customer. Non-standard finishes and special items may be available.
Contact Company for such availability. All Products that come in “kits” cannot be sold
as individual pieces. See the specific product terms and conditions for exceptions.
(b) Or
ders.
All orders submitted by Customer must be in written form acceptable to
Company. (c) Receipt of an Or
der. Company will acknowledge receipt of each order
issued in accordance with this Agreement and will notify Customer whether such order
has been accepted or rejected, in whole or in part, by Company. If Company fails to
acknowledge receipt of an order, within a reasonable time period, such failure to
acknowledge receipt will be deemed a rejection of the entire order. (d) Chang
es to
Or
ders or Cancellation of Order
s
. Change order request and Cancellations can be by
phone, fax, or email. Changes and Cancellations are allowed without penalty if made
within 48 hours of order receipt if the order has not shipped. Some exceptions do apply -
please consult the factory. After 48 hours, all changes or cancellations are subject to a
charge of 25% of the net product or service value plus the cost of any fabrication or raw
materials that have been purchased for the order. Unless otherwise specified by
Company in writing, any changes to orders acknowledged by Company that affect the
delivery date will be deemed a new order and will require acknowledgement by
Company as provided in this Section 2.
3. PRICES
AND PAYMENT.
(a) Prices. The prices specified by Company are subject
to change, without notice, to Company’s prices in effect at the time of each shipment of
Products or performance of Services. Additional charges may be applied for product
modification or engineering services. Oral prices specified by Company are null and
void. (b) In
voices. Company will submit invoices to Customer stating amounts due.
(c) P
ayment Terms. Payment terms are 2% cash discount 20 days, net 35 days from
date of invoice. Payment will be made in United States dollars. (d) Cr
edit
Terms
. All
orders are subject to Company’s credit limit and terms of credit required by Company
or contained in Company’s credit application, which is subject to change by Company
at any time either before or after delivery of any part of the order. Company reserves the
right to request payment in advance of shipment or any order or to request adequate
assurances for Customer’s payment of an order and may withhold or stop shipment,
without any liability to Company, until Customer submits payment or assurance of
payment, as required by Company. (e) Def
ault.
If Customer is in default in payment or
otherwise with respect to any order for Products or Services or any other contract with
Company, Company shall have the right, in addition to all other legal remedies and with-
out prejudice to any of its right hereunder, to defer further shipments until such default is
corrected and to declare all outstanding bills of Customer to be immediately due and
payable. (f) T
axes. Any taxes, charges, or duties imposed by any governmental authority
on the sale of Products or Services will be paid by Customer, in addition to the selling
price specified by Company. (g) La
te Payment Charge. A late payment charge of 1.5%
per month equivalent to 18% per annum will be charged on past due balances owed
Company. Provided however, that in the event that applicable governmental law sets a
maximum rate for late payment fees which is less than 18% per annum, then the late
payment charge assessed will be set at the maximum rate permitted by law.
4. INSPECTION
, DELIVERY, SHIPPING, FREIGHT CHARGES, CLAIMS,
AND PACKING. (a) Inspection. Inspection of Products and Services will be done by
Customer immediately after receipt of Products or completion of Services. Inspection of
Products or Services by Customer at Company's facility is not permitted. (b) Deli
very.
Product delivery schedules are based upon current production capacities, material or
component availability, and inventory, and may be changed by Company as conditions
require. Service delivery schedules are based upon prompt receipt of, and prompt access
to, Customer’s equipment and all information necessary to complete the Services. In no
event will Product or Service delivery dates be construed as falling within the meaning of
“time is of the essence.” Partial delivery shall be accepted by Customer and paid for at the
price and on the terms stated herein. Any partial delivery of Products or Services, shall
constitute a separate sale and payment shall be separately made when due. If any part of
the Products or Services are not delivered by Company in accordance with Customer’s
order, this Agreement shall not be affected thereby. (c) Shipping. Unless otherwise
specified by Company, (i) where the Customer is located in the United States, all Products
will be sold “Uniform Commercial Code, F.O.B. Origin, Company's factory”; and (ii)
where the Customer is located outside of the United States, all Products will be sold
“ Ex-works, Company's factory (Incoterms 2000).” In either instance, title and risk of
loss will pass to Customer upon delivery to the carrier at Company's factory. Provided
however, a security interest will remain in the Products, regardless of mode of attachment
to realty or other property, until full payment has been made therefore, and Customer
agrees, upon request, to do all things and acts necessary to protect Company’s interest by
adequately insuring the Products against loss from damage from any cause and to have
Company named as an additional insured. Copies of all Certificates of Insurance will be
provided to Company upon request. Customer will also assist Company in providing all
necessary documents or signatures required to file any documents to perfect Company’s
interest in such Products.
(d) F
reight Charges. The full cost of freight, via a carrier of our choice, will be
allowed (and prepaid) on shipments of the net dollar amount or more indicated in the
chart below within the continental limits of the United States.
Brand Net Dollar Amount
Schlage Mechanical $7,000
Schlage Electronic Security (excluding Biometrics) $7,000
Schlage Biometrics Refer to separate freight terms
Von Duprin $7,000
LCN $7,000
IR FASTRACK $7,000
Falcon Locks $5,000
Falcon Exits $5,000
Falcon Closers $5,000
Falcon FASTRACK $5,000
Ives & Glynn-Johnson $1,000
Steelcraft Refer to separate freight terms
On shipments of the net dollar amount or more to Alaska, Hawaii and all foreign
countries, freight will be allowed (and prepaid) to the Port of Embarkation. Shipments
under the net dollar amount will be prepaid by Ingersoll Rand and 3.0% of the net invoice
amount or $10, whichever is greater, will be added to the invoice. All expedited methods
of shipment, such as 'next day air', will be prepaid by Ingersoll Rand but the entire
shipping costs will be added to the invoice. Ingersoll Rand will ship as requested, freight
collect, if the customer is willing to bear the entire expense and so indicates on the order.
Once received by IR, a purchase order cannot be combined with another purchase order
to qualify for freight allowed. In addition the customer may not combine any of the
brands or product categories listed above on a single purchase order to qualify for freight
allowed, except in the case of FASTRACK. IR FASTRACK may not be combined with
Falcon FASTRACK to qualify for freight allowed. (e) Claims
. All claims for loss or
damage to Products while in the care, custody, and/or control of a carrier will be the
responsibility of Customer, who will submit any claims. (f) P
acking. Company will pack,
mark, and ship the Products according to its standard procedures for shipment, unless the
parties agree, in writing, that Company will comply with any special instructions provided
by Customer. Compliance with special instructions may result in an increased price.
5. CLAIMS
.
Claims due to shortages, errors, omissions, damaged goods, or defective
material must be submitted within 30 days from the date of the invoice.
6. PR
ODUCT CHANGES.
Company reserves the right to change without notice the
design of, or the process of manufacturing, the Products covered by this Agreement;
provided that the foregoing will not be construed as relieving Company from its
obligation to deliver Products which conform to the specifications which Company
may have furnished to Customer.
7. PR
ODUCT RETURNS. Purchased material can only be returned to the factory by
obtaining Return Material Authorization (RMA) and must be returned to Company within
90 days of issuance of the RMA. Returned material must be new, unused, non-obsolete,
and non-specially manufactured and been in Customer’s inventory no more than 180 days
from the date of shipment by Company. The RMA number, the original invoice number,
and the reason for the return must be included in the return. If the company approves the
return, a credit will be issued to the Customer’s account less freight and a handling charge
of 35% of the net material on the original invoice. Handling charges may vary depending
on the condition of the return. The amount of final credit will be determined upon receipt
at the factory and analyzing the condition of the material. Factory retains the right to
deny credit to anyone for any reason.
8. TECHNICAL INFORMA
TION AND ADVICE. (a) All designs, data, and
specifications provided by Company are proprietary and will not be disclosed or reused
by Customer without the prior written consent of Company. (b) Company assumes no
obligation or liability for any advice given by Company, the results obtained, or
damages incurred, and all such advice is given and accepted at Customer’s risk.
9. LIMITED
WARRANTY.
(a) Company's Standard Limited Warranty(ies) relating to Products or Services
are applicable to this Agreement. The limited warranty(ies) are (i) attached to this
Agreement; (ii) separately identified in the specific Product Price Book; or
(iii) separately furnished by Company to Customer.
(b) (i) In the event that certain Product warranties are not attached to this Agreement or
separately furnished, Company warrants only to Customer that Products will be free from
defects in material and workmanship for a period of 12 months from the date of shipment
of the Products. Company’s sole obligation under this warranty is limited to repairing or
replacing, at its option, the defective Products. (ii) The provisions of this limited Product
warranty do not apply to Products: (A) used for the purposes for which they are not
designed or intended; (B) which have been repaired or altered without Company's prior
written consent; (C) which have been subjected to misuse, abuse, negligence, or accident;
(D) which have been improperly stored, installed, maintained, or operated; (E) which have