Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE

VALIDITY

Quotations for product and/or service offerings are valid until 11:59 PM Eastern Time on the stated Expiration Date or on the thirtieth (30th) day following quote Creation Date if no Expiration Date is stated. Salem Automation, Inc. (“Salem Automation”) reserves the right to correct pricing errors or omissions.

 

SCHEDULE

Services and product delivery will be scheduled upon Salem Automation’s acceptance of purchase order or payment from the Client unless explicitly stated otherwise in the quotation document.

 

FIRM, FIXED PRICE

Unless explicitly stated in the quotation document, all projects are structured as Firm, Fixed Price projects [FFP] with a fixed Scope of Work. If at any time, the Client requests or Salem Automation determines that additional work is required that is significantly outside of the original scope, Salem Automation will issue a Change Order in consultation with the Client that must be accepted by both Salem Automation and the Client before work will continue on the project.

 

PAYMENT TERMS

If net credit terms are approved for the Client, the Client agrees to pay Salem Automation’s invoice in accordance with those terms as stated on the invoice. If no net credit terms are approved for the Client, all payments are due 30 days after the invoice date. A service charge of 1.5% shall be charged for each month and portion thereof that payments are received later than the invoice due date. Buyer and seller agree that the laws of the state of North Carolina govern this agreement. However, if it is judicially determined that a different law governs this clause of this agreement the service charge shall be the maximum amount permitted under such law. Credit card orders are subject to limits and incur a minimum additional 3% processing fee.

 

TAXES

Any taxes or duties imposed with respect to service or products shall be paid by the Customer. If applicable law or regulation requires Salem Automation to pay or collect any such tax or duty because of this transaction on the material, equipment or services covered hereby, then such amount of tax or duty shall be paid by the Customer in addition to the charges provided for in this Agreement and will be added to the last invoice.

 

SHIPPING

Estimated shipping cost for hardware and software may be included in the quotation. Shipping costs for any hardware or software components will be either via the Customer's shipping account number (direct-billed) or Salem Automation will prepay shipping and add it to the last invoice.

 

SOFTWARE ACTIVATION

Certain software is protected by a 'key' or activation code. The initial key is a temporary key that will expire based on the delivery and payment schedule. Salem Automation will send you the official 'unlock codes' to make your key permanent when the final invoice is paid. Please be advised that if any payment is late there may be a window in which the key will become inactive until payment is received. No key extensions will be provided until Salem Automation, Inc. receives payment for all outstanding invoices.

 

SOFTWARE SUPPORT PERIOD OF PERFORMANCE

Unless explicitly stated otherwise, Software Support Period of Performance (POP) is twelve (12) months and will begin within 30 days of Salem Automation’s acceptance of purchase order or payment. Support for third-party products will begin as designated by product provider. Prior to sixty (60) days of the expiration of the POP, the client will be notified and offered the opportunity to continue such support at then current prices.

 

CONFIDENTIALITY

Salem Automation and the Client acknowledge that either party may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire information which is proprietary or confidential to the other party. Any and all information of any form obtained by either party, its employees or its subcontractors in the performance of this Agreement shall be deemed to be confidential and proprietary information. Both parties agree to hold such information in strict confidence and not to copy, reproduce, sell, assign, license, market transfer or otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes whatsoever other than the provision of services hereunder, and each party agrees to advise each of its employees or subcontractors who may be exposed to such proprietary and confidential information of their obligation to keep such information confidential.

 

DISCLAIMER OF DAMAGES

SALEM AUTOMATION SHALL NOT BE LIABLE FOR:

A. SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, UNDER ANY CIRCUMSTANCES, including, but not limited to, damage or loss resulting from inability to use the equipment, increased operating costs, loss of production, loss of anticipated profits, or other special, indirect, incidental, or consequential damages, whether similar or dissimilar, of any nature arising from any cause whatsoever whether based in contract, tort (including negligence) or any other theory of law including, but not limited to, strict liability;
B. Any and all liabilities, damages, settlement amounts, costs and expenses (including reasonable fees and disbursements of attorneys, accountants and other experts and other reasonable expenses of investigation), obligations, liens, assessments and judgments imposed upon or incurred by a party (collectively, “Losses”) to the extent such Losses are in connection with the death of, or injury to, any person, or damage to any property, which resulted or is alleged to have resulted from: (i) any acts or omissions of contractors, subcontractors and/or any other persons for whose conduct it may be, or is alleged to be, legally responsible for the failure to comply with any applicable federal or state law.

 

LIMITATION OF LIABILITY

Salem Automation's maximum liability hereunder, arising from any cause whatsoever, whether based in contract, tort (including negligence) or any other theory of law, including but not limited to, strict liability, shall in no case exceed fifty percent (50%) of the aggregate fees paid by Customer to Salem Automation as of the date on which such cause of action occurs. A suit based on any aforementioned cause of action must be commenced within twelve (12) months from the date said action occurs or such cause of action shall be deemed waived.

 

INDEMNIFICATION

Customer shall indemnify, defend and hold Salem Automation, its officers, directors, employees, shareholders and agents (each, an “Indemnified Party”) harmless from and against all Losses arising from any third-party claims or proceedings (a “Third Party Claim”) to the extent arising out of or resulting from (a) any acts or omissions of the Customer, its employees and agents, contractors, subcontractors and/or any other persons for whose conduct it may be, or is alleged to be, legally responsible; (b) a breach by the Customer of a representation, warranty, covenant or obligation hereunder, or non-fulfillment of or failure to perform any covenant or agreement made by the Customer in this agreement; and (c) any failure by the Customer to comply with applicable laws and regulatory acts. The Customer shall obtain the written consent of the Indemnified Party prior to ceasing to defend, settling or otherwise disposing of any Third Party Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or if the Indemnified Party may reasonably object to such disposition of such Third Party Claim based on a continuing adverse effect on the Indemnified Party.

 

FORCE MAJEURE

Salem Automation Incorporated shall not be liable for any failure or delay in performance under this Agreement to the extent said failures or delays are proximately caused by causes beyond its reasonable control and occurring without its fault or negligence, including, without limitation, natural disasters (earthquakes, hurricanes, floods), wars, riots, strikes or other major upheaval, failure of suppliers, subcontractors, and carriers, or other party to substantially meet their performance obligations to Salem Automation Incorporated, provided that, as a condition to the claim of non-liability, Salem Automation Incorporated shall give the client prompt notice, following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay so caused.

 

TERMINATION

If either party shall breach any material term, warranty, representation or covenant of this Agreement, or if either party shall become bankrupt or insolvent, or take steps leading to its cessation as a going concern, the non-defaulting party may terminate this Agreement immediately upon notice, provided that such default shall continue beyond thirty (30) days after notice specifying the nature of the default to the defaulting party. Within one-hundred-eighty (180) days of expiration or termination of this Agreement for any reason, Salem Automation shall submit to the Client an itemized invoice for any fees or expenses incurred through the date of said termination notice.

 

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior or contemporaneous representations, proposals, discussions, and communications, whether oral or in writing. The Client acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein. This Agreement may be modified only in writing and signed by both parties. Any waiver of any provision shall not operate to waive subsequent or other defaults. The unenforceability of any provision of this Agreement shall not affect the remaining provisions of any portions thereof. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

 

CLIENT RESPONSIBILITIES

-> Provide all requested information, documentation, drawings and equipment to Salem Automation in a timely manner.
-> Ensure necessary Client personnel are available as needed during all phases of project.
-> All wiring and network configuration tasks including issuance of network addresses, and user access policies required for the completion of the project.
-> When performing onsite services, Salem Automation engineers will be provided with a reasonable workspace including desk, chair, phone, internet access, power, and lighting.
-> If the Client does not purchase installation services, Client assumes responsibility for all installation and startup measures.
-> If final installation or delivery is delayed for the Client’s convenience, the Client authorizes Salem Automation to invoice as per original schedule and the Client agrees to pay the invoice as per stated invoice terms.