User manual

AC Adjustable Frequency Drives
Important Safety and Product Information
159
Returns
All returns of Products will be pursuant to Seller’s instructions.
Non-warranty returns of unused and resalable Products for credit
will be subject to Seller’s return policies in effect at the time,
including applicable restocking charges and other conditions of
return. Products returned under warranty must be properly packed
and shipped to Seller-specified locations. Shipping containers
must be clearly marked per Seller’s instruction and shipped freight
prepaid by Buyer. Notwithstanding the foregoing, all sales of
“Open Box” Products and any third-party branded products are
final and do not qualify for non-warranty return.
Order Cancellation
Cancellation by Buyer prior to shipment is permitted only by
written notice and upon payment to Seller of reasonable
cancellation and restocking charges, including reimbursement for
direct costs. Cancellation charges associated with orders for
custom Products or Products specifically manufactured to Buyer’s
specification may equal the actual selling price of the Products.
Seller has the right to cancel an order for cause at any time by
written notice, and Seller will be entitled to cancellation and
restocking charges as identified above. No termination by Buyer
for cause will be effective unless and until Seller has failed to
correct such alleged cause within forty five (45) days after receipt
of Buyer’s written notice specifying such cause.
Force Majeure
Seller will not be liable for any loss, damage or delay arising out
of its failure (or that of its subcontractors) to perform hereunder
due to causes beyond its reasonable control, including without
limitation, acts of God, acts or omissions of Buyer, acts of civil or
military authority, fires, strikes, floods, epidemics, quarantine
restrictions, war, riots, acts of terrorism, delays in transportation,
or transportation embargoes. In the event of such delay, Seller’s
performance date(s) will be extended for such length of time as
may be reasonably necessary to compensate for the delay.
Government Clauses and Contracts
Application of government contract regulations and clauses to the
Products or the agreement evidenced by these terms and
conditions are subject to the separate review and consent by an
authorized representative at Seller’s headquarters. Products sold or
licensed hereunder are not intended to be used, nor should they be
used, in any nuclear-related application either as a "Basic
Component" as defined under United States nuclear regulations or
under similar nuclear laws and regulations of any other country or
otherwise.
Export Control
Products and associated materials supplied or licensed hereunder
may be subject to various export laws and regulations. It is the
responsibility of the exporter to comply with all such laws and
regulations. Notwithstanding any other provision herein to the
contrary, in the event that U.S. or local law requires export
authorization for the export or re-export of any Product or
associated technology, no delivery can be made until such export
authorization is obtained, regardless of any otherwise promised
delivery date. In the event that any required export authorization is
denied, Seller will be relieved of any further obligation relative to
the sale and/or license and delivery of the Product(s) subject to
such denial without liability of any kind relative to Buyer or any
other party. Seller will not comply with boycott related requests
except to the extent permitted by U.S. law and then only at
Seller’s discretion.
Disputes
The parties will attempt in good faith promptly to resolve any
dispute arising hereunder by negotiations between representatives
of the parties who have authority to settle the dispute. If
unsuccessful, the parties further will attempt in good faith to settle
the dispute by non-binding third-party mediation, with mediator
fees and expenses apportioned equally to each side. Any dispute
not so resolved by negotiation or mediation may then be submitted
to a court of competent jurisdiction in accordance with the terms
hereof. These procedures are the exclusive procedures for the
resolution of all such disputes between the parties.
Governing Law and Forum
The agreement evidenced hereby and all disputes arising
thereunder will be governed by and interpreted in accordance with
the internal laws and will be subject to the exclusive jurisdiction
of the courts of the state, province or other governmental
jurisdiction in which Seller’s principal place of business resides,
but specifically excluding the provisions of the 1980 UN
Convention on Contracts for the International Sales of Goods.
Should any term or provision hereof be held wholly or partly
invalid or unenforceable under applicable law, the remainder of
the agreement evidenced hereby will not be affected thereby.
Assignment
The agreement evidenced hereby may not be assigned by either
party without the written consent of the other (which consent will
not be unreasonably withheld). However, consent will not be
required for internal transfers and assignments as between Seller
and its parent company, subsidiaries or affiliates as part of a
consolidation, merger or any other form of corporate
reorganization.