The following Terms and Conditions apply to all orders.
Chipkin Automation Systems Inc. (CAS)
Terms and Conditions
The following Terms and Conditions apply to all orders except when we extend these terms and conditions for a specific product or service. Any additional, different, or conflicting terms and conditions on any such document issued by buyer at any time are hereby objected to by seller, and any such document shall be wholly inapplicable to any sale made hereunder and shall not be binding in any way on seller. When you place an order for products or services you are indicating to CAS that you have accepted these (and other applicable) terms and conditions of sale.
Transfer of Ownership
If you purchase a FieldServer product from us then title transfers to you FCA (INCOTERM 2000) the FieldServer factory, Milpitas, California. If we have proof of delivery to the delivery agent that we/you select for shipping then the goods are considered to have been delivered to you. Our only additional obligation to you, with respect to the transfer of ownership is to provide you with shipping information and a tracking number. This is the case, even if the FieldServer product is initially delivered to CAS’s office for the installation of a configuration file, onward shipping or for any other reason and even if you are not advised in advance of this fact. If, after you have taken ownership of the product, you require us to handle your product in any way for any reason such as the return of the item to the factory for repair, then you understand that you are still responsible for the product and you indemnify CAS from any claim that may arise from the loss or damage to the product.
Taxes and Duties
You are responsible for the payment of all taxes and duties that arise from the sale of the product/service to you. These include but are not limited to sales taxes and customs duties and handling fees. It is your responsibility to inform CAS of any taxes or duties or associated handling fees that may be due in your jurisdiction. Thus, even if CAS has not charged you a tax or duty due in your jurisdiction this does not mean that you are not liable for its payment even if you have already been invoiced and have paid the invoice.
Payment for equipment is due in full within 30 days of transfer of ownership. If you have purchased configuration or other services then payment for these is due in full within 30 days of their delivery to you. Payments may be made by cheque, cash in Canadian currency or Paypal. In full, means the full amount of the invoice submitted to you and shall include the cost of the products and services and well as any duties and taxes that CAS are ware of.
Cancellation and Returns
Once you have ordered products or services you cannot cancel or change the order unless you compensate CAS for any costs they may incur in canceling or changing the order as well as compensating CAS for the cost of providing the services started or completed. For FieldServer and S4 products this cost is 35% of the product’s retail price as long as the products has no physical Damaged. Damaged goods are non-refundable. For services such as, but not limited to, configuration and development work, you will be responsible for the payment of all fees for work purchased. Services are non-refundable. Often considerable effort goes to initiating a task and thus it is possible for example, that a task appears to be 50% complete even though 80% of the effort has been expended. Returning an item is deemed to be a cancellation.
No goods may be returned to CAS without CAS’ prior written permission. CAS reserves the right to decline all returns or to accept them subject to a handling/restocking charge. Even after CAS has authorized the return of goods for credit, CAS reserves the right to adjust the amount of any credit given to Purchaser on return of the goods based on the conditions of the goods on arrival in CAS’ warehouse. Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods..
Risk, Indemnity, Liability and Limitation of Loss
CAS makes no claim about the value, effectiveness or safety of our products or services. CAS shall not be liable for and shall be held harmless by Purchaser from any damage, losses or claims of whatever kind, contractual or delictual, consequential or incidental, direct or indirect, arising out of, in connection with or resulting from the sale governed hereby or the goods, including, but without limitation, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and any and all claims, actions, suits, and proceedings which may be instituted in respect to the foregoing. The Purchaser takes risks when they purchase products or services from CAS. The Purchases is solely responsible for determining the applicability and suitability of the product or service to their needs even if they inform CAS of what they needs are and ask CAS to provide advise.
Where CAS sells products, the liability of the Chipkin Automation Systems (CAS), its agents, directors, officers, subcontractors, suppliers, for all claims, actions, judgments, expenses related to or resulting from any loss or damage arising out of performance or non-performance of obligations in connection with the design, manufacture, sale, delivery, storage, of the products shall in no case exceed CAS’s net unit price Ex Works of such Equipment or part thereof involved in a claim and where permitted by law all claims are rejected.
Where CAS sells services, the liability of the CAS, its agents, directors, officers, employees, subcontractors, suppliers for all claims, actions, judgment, expenses related to or resulting from any loss or damage arising out of performance or non-performance of Services, shall in no case exceed in the aggregate the amount paid by the you, the purchaser, to CAS for the services performed under the sales. In no event shall CAS be liable for loss of profit and for any indirect, special, incidental or consequential damages of any nature or kind including but not limited to delays, loss of revenue, loss of use, loss of data, loss of production, costs of capital or costs of replacement power, even if CAS has been advised of the possibility of such damages.
The following examples illustrate some the risks you take when you purchase products or services from CAS. You actual risks might not be described below. Take care to asses the risks of your particular situation.
You purchase a FieldServer to connect two foreign systems together. When you install the equipment you learn that the product cannot transfer the data you are interested in because of a limitation of the FieldServer product. Even if this limitation was not drawn to your attention in advance, you are responsible for the equipment, its use and for payment.
You purchase a FieldServer product and configuration service. As a consequence of an error in the configuration an alarm is not transferred from one device to another and a consequence of this is that people are hurt and damage is done to a facility and production is lost. You are fully responsible for a number of reasons, two of which are 1) you agreed to our limitation of liability and 2) you had a chance to review the selection of equipment and the configuration as well as a chance to fully test the installed equipment and configuration before allowing it to operate.
You purchase design or development services from CAS and they are delivered to you with errors and there are consequences to the errors that cause loss, damage and injury. You are fully responsible. If you have any reasons to suspect that the products or services we delivered may expose you to risk, then you must mitigate that risk and review the product/service to ensure that you identify and prevent risks before loss, damage and injury occur.
You purchase services from CAS to assist you in starting up, installing or commissioning a system or sub-system. You are responsible for any loss, damage or injury that results from the execution of those services even if they involved negligence or errors by CAS. Examples of this could include but are not limited to; an agent of CAS causes a power failure, an agent of CAS connects equipment incorrectly causing damage, and agent of CAS fails to complete as assigned instruction from the customer, an agent of CAS suggests the use of a particular component and the use of that component causes damage.
Goods manufactured by CAS and sold hereunder are covered by a warranty against defects in material and workmanship provided the goods and services are subjected to normal use and service. The applicable warranty period is twelve (12) months from the date of invoice or any other warranty period otherwise stipulated in writing by CAS under this sale.
For components not manufactured by CAS and sold hereunder are not covered by CAS against manufacturer defects in material and workmanship. Manufacturer defects and bugs in the source code be held under the original manufacturer’s warranty to the extent assignable to CAS. The obligation under this warranty is limited to the repair or replacement, at CAS’ option, of defective parts f.o.b. point of shipment provided that prompt notice of any defect is given by Purchaser to CAS in writing within the applicable warranty period and that upon the Purchaser’s return of the defective parts to CAS or, if designated by CAS, to the location where the works are made, properly packed and with transportation charges prepaid by Purchaser, an inspection thereof shall reveal to CAS’ satisfaction that Purchaser’s claim is valid under the terms of this warranty.
Support provided by CAS shall last for a period of 12 months from the moment support is initiated. After 12 months, further support will be subject to CAS considerations whether to continue providing support at no charge. Purchaser shall assume all responsibility and expense for dismantling, removal, re-installation and freight in connection with the foregoing. The same obligations and conditions extend to replacement parts furnished by CAS hereunder. CAS does not assume liability for installation, labour or consequential damages. CAS makes no warranty other than the one set forth herein. All other warranties, legal, expressed or implied, including but not limited to any expressed or implied warranty of merchantability, of fitness for the intended use thereof or against infringement are hereby expressly excluded.
The applicable warranty ceases to be effective if the goods are altered or repaired other than by persons authorized or approved by CAS to perform such work. Repairs or replacement deliveries do not interrupt or prolong the term of the warranty. The warranty ceases to be effective if Purchaser fails to operate and use the goods sold hereunder in a safe and reasonable manner and in accordance with any written instructions from the manufacturers.
The laws of the Province of British Columbia, Canada shall apply to the interpretation of this agreement and any supplementary terms and conditions as well as to the use of CAS products, services and web sites.