Catalog

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usa.siemens.com/hvac
Terms and Conditions for Sale of Products (Including Software Licenses)
1. Applicable Terms. These terms govern the sale of products, equipment, components, parts, and materials provided by Siemens
(“Products”). Products include licenses for software products owned or licensable by Siemens (“Software”), however Software does not
include cloud services and applications. Those seeking Siemens provided cloud services and applications must procure any of these
pursuant to separate written agreement. Whether these terms are included in an offer or an acceptance by Siemens Industry, Inc.,
Smart Infrastructure (“Siemens”), such offer or acceptance is conditioned on Buyer’s assent to these terms. Any additional, different or
conflicting terms contained in Buyer’s request for proposal, specifications, purchase order or any other written or oral communication
from Buyer shall not be binding in any way on Siemens. Siemens failure to object to any such additional, different or conflicting terms
shall not operate as a waiver of these terms.
2. To the extent that Software is provided for use in an equipment Product deliverable to a Buyer or in a computer owned by Buyer, Buyer
agrees to take delivery of any such Software subject to (i) any applicable Siemens or third party end-user license agreement (EULA)
accompanying such Software, or (ii), if no EULA accompanies such Software, the EULA posted at www.usa.siemens.com/btcpseula
(Siemens’ EULA web site) for such Software used in or with the Equipment identified by product model or part number on the Siemens
EULA web site. Such Software shall be warranted in accordance with its applicable EULA unless an exception is explicitly identified in
this Agreement. Buyer may state an objection to any terms of an applicable EULA prior to issuance of a purchase order for such Software;
however, for such objection to stand it shall be subject to Siemens written acceptance of the same.
3. Pricing & Payment. The prices are: (a.) as stated in Siemens’ proposal or if none are stated, (b.) Siemens’ standard price in effect at
the time of release for shipment. In the event of a price increase or decrease, the price of Products on order shall be adjusted to reflect
such increase or decrease. This does not apply to a shipment held by request of Buyers. Products already shipped are not subject to
price increase or decrease. Prices herein are List Prices. Net pricing is determined by annual volume. Contact your local Siemens sales
representative for your pricing. Cash discounts are not applicable to notes or trade acceptances, to prepaid transportation charges when
added to Siemens’ invoices or to discountable items if there are undisputed past due items on the account. Cash discounts shall only be
allowed on that portion of the invoice paid within the normal discount period. Discounts, if any, are only applicable for payments made
by cash, check, ACH or wire. Published prices do not include any additional services such as design layout, system drawings, installation
drawings, jobsite labor, shop labor, air freight, or special delivery charges. All labor and expenses for such services shall be charged at
the rates prevailing at the time and place of performance.
a) Payment – Unless otherwise stated, all payments are net 30 days from invoice date payable in US Dollars.
b) Credit Approval – All orders are subject to credit approval by Siemens. The amount of credit or terms of payment may be changed or
credit withdrawn by Siemens at any time for any reason without advanced notice. Siemens may, in its discretion, withhold further
manufacture or shipment; require immediate cash payments for past and future shipments; or require other security satisfactory to
Siemens before further manufacture or shipment is made; and may, if shipment has been made, recover the Products from the carrier,
pending receipt of such assurances.
c) Installment Shipment – If these terms require or authorize delivery of Products in separate shipments to be separately accepted by
Buyer, Buyer may only refuse such portion of such shipment that fails to comply with the requirements of these terms. Buyer may
not refuse to receive any lot or portion of hereunder for failure of any other lot or portion of a lot to be delivered or to comply with
the terms hereof. Payment shall be made for the Products without regard to whether Buyer has made or may make an inspection of
the Products. Products held for Buyer are at Buyer’s sole risk and expense.
d) Taxes, Shipping, Packing, Handling – Except to the extent expressly stated in these terms, Siemens’ prices do not include nay freight,
storage, insurance, taxes, excises, fees, duties, tariffs charged on the importation of goods into the United States or other government
charges related to the Product, and Buyer shall pay such amounts or reimburse Siemens for any amounts Siemens pays. If Buyer claims
a tax or other exemption or direct payment permit, it shall provide Siemens with a valid exemption certificate or permit and indemnify,
defend and hold Siemens harmless from any taxes, costs and penalties arising out of same. Siemens’ prices include the costs of its
standard domestic packing only. Any deviation from this standard packing (domestic or export), including U.S. Government sealed
packing, shall result in extra charges. To determine such extra charges, consult Siemens’ sales offices. Any and all increases, changes,
adjustments or surcharges (including, without limitation, fuel surcharges) which may be in connection with the freight charges, rates
or classification included as part of these terms, shall be for the Buyer’s account. Each order is subject to a minimum billing charge
of US$50 and orders less than $400 are subject to a US$25 handling fee.
e) Finances Charge – Buyer agrees to pay FINANCE CHARGES on the unpaid balance of all overdue invoices, less any applicable payments
and credits, from the date each invoice is due and payable at an ANNUAL PERCENTAGE RATE of EIGHTEEN PERCENT (18%), or the
highest applicable and lawful rate on such unpaid balance, whichever is lower.
f) Disputed Invoice – In the event Buyer disputes any portion or all of an invoice, it shall notify Siemens in writing of the amount in
dispute and the reason for its disagreement within 21 days of receipt of the invoice. The undisputed portion shall be paid when
due, and FINANCE CHARGE on any unpaid portion shall accrue, from the date due until the date of payment, to the extent that such
amounts are finally determined to be payable to Siemens.
g) Collection – Upon Buyer’s default of these terms, Siemens may, in addition to any other rights or remedies at contract or law, subject
to any cure right of Buyer, declare the entire balance of Buyer’s account immediately due and payable or foreclose any security interest
in Products delivered. If any unpaid balance is referred for collection, Buyer agrees to pay Siemens, to the extent permitted by law,
reasonable attorney fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to
final judgment, plus any court costs or expenses incurred by Siemens, and any FINANCE CHARGES accrued on any unpaid balance
owed by Buyer.
Terms & Conditions