SIEMENS
ROBICON Perfect Harmony
Liquid-cooled drives
7
7/3
Siemens D 16.2 – 2012
Conditions of sale and delivery
Standard terms and
conditions of sales and delivery
1. Applicable Terms. These terms govern the sale of Products
by Siemens. Whether these terms are included in an offer
or an acceptance by 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. Pricing and Payment. The prices shall be: (a.) as stated
in Siemens’ proposal, or if none are stated, (b.) Siemens’
standard prices 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 Buyer. Products already
shipped are not subject to price increase or decrease.
Discounts, if any, are as specified on the latest discount
sheets issued from time to time. 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.
(a) Payment – Unless otherwise stated, all payments shall
be net 30 days from invoice date payable in United
States 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of payment may be changed or credit withdrawn by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 advance
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 these terms,
unless such right of refusal is expressly provided for
on the face hereof. Buyer shall pay for each lot in
accordance with the terms hereof. Payment shall be
made for the Products without regard to whether
Buyer has made or may make any 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 any freight, storage, insurance, taxes,
excises, fees, duties 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. Orders of less than $400 are
subject to a $25 handling fee.
(e) Finance 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.