Terms and conditions
ISE, Inc. Standard Terms and Conditions
ISE shall use its reasonable efforts to deliver the Equipment to Customer on the delivery date set forth as shown on website. ISE will advise if a delay is required. Delivery shall be made F.O.B. Shipping Point typically from our facilities in Cleveland, Ohio, USA. ISE will assist in the processing of damage claims with the courier.
2. Operation of the Equipment
Customer shall be responsible for operation and installation of the equipment unless installation is quoted by ISE and included on the purchase order. Customer shall operate the Equipment in a reasonably competent manner and in compliance with the operations manual for the Equipment. Customer shall comply with all applicable rules, laws, and regulations in connection with operation of the Equipment.
3. Infringement Indemnity
ISE will defend and indemnify Customer against a claim that the Equipment infringes a United States copyright or patent, provided that: (a) Customer notifies Company in writing within 30 days of the claim; (b) Company has sole control of the defense and all related settlement negotiations; and (c) Customer provides Company with the assistance, information and authority necessary to perform Company's obligations under this Section. Reasonable out‑of‑pocket expenses incurred by Customer in providing such assistance will be reimbursed by Company. Company shall have no liability for any claim of infringement based on use of Equipment altered by Customer. In the event the Equipment is held or is believed by Company to infringe, Company shall have the option, at its expense, to (a) modify the Equipment to be non-infringing; (b) obtain for Customer a license to continue using the Equipment; or (c) refund the fees paid for the Equipment. This Section 3 states Company's entire liability and Customer's exclusive remedy for infringement, misappropriation or related claims.
4. Disclaimers and Warranty
Company warrants to the original purchaser of Equipment that for the Warranty Period as listed in product description, literature and manual as applicable. The Equipment will be free from material defects in materials and workmanship. The foregoing warranty is subject to the proper installation, operation and maintenance of the Equipment in accordance with installation instructions and the operating manual supplied to Customer. Warranty claims must be made by Customer in writing within 30 days of the manifestation of a problem. Company's sole obligation under the foregoing warranty is, at Company's option, to repair, replace or correct any such defect that was present at the time of delivery, or to remove the Equipment and to refund the purchase price to Customer.
A. The "Warranty Period" begins on the date the Equipment is shipped.
B. Any repairs under this warranty must be conducted by an authorized Company service representative. Repairs require the return of the item to ISE for evaluation and determination of failure unless ISE agrees to other arrangements.
C. Excluded from the warranty are problems due to accidents, misuse, misapplication, storage damage, negligence, or modification to the Equipment or its components. Warranty does not include return freight or repair at customer location. Some items have availability of service contract which can modify these terms and location of service.
D. Company does not authorize any person or party to assume or create for it any other obligation or liability in connection with the Equipment except as set forth herein.
E. THE INDEMNITY IN SECTION 5 AND WARRANTY IN SECTION 6(a) ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER INDEMNITIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. Limitation of Liability
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, OR USE INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, OR TORT, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE DEFECTIVE EQUIPMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN COMPANY AND CUSTOMER. COMPANY'S PRICING REFLECTS THIS ALLOCATION OF RISK AND BUT FOR THIS ALLOCATION AND LIMITATION OF LIABILITY, COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
A. This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of Ohio (exclusive of conflict of laws principles), and shall be deemed to be executed in Cleveland, OH USA..
B. Any legal action or proceeding relating to this Agreement shall be instituted solely in a state or federal court in Cleveland, Ohio. Company and Customer agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
C. All notices, including notices of address change, required to be sent here-under shall be in writing and shall be deemed to have been given when mailed by first class mail or by fax to the address listed below.
D. Prices for Equipment specified herein are exclusive of all city, state and federal taxes. If shipped outside the USA, tariffs or other local taxes at the customer location are the customer's responsibility (unless specifically quoted by ISE).
E. To secure payment and performance of all Customer's obligations here-under, ISE hereby retains title to Equipment and a security interest therein until payment in full and performance by Customer of all said obligations.
F. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
G. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for non‑payment or breach of Company's proprietary rights, no action, regardless of form, arising out of or in connection with this Agreement may be brought by either party more than one year after the cause of action has accrued.
H. Customer agrees to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to assure that the Equipment is not (1) exported, directly or indirectly, in violation of Export Laws; or (2) intended to be used for any purposes prohibited by the Export Laws. Customer agrees that the Equipment will only be used or operated in the United States and other territories approved in writing by Company.
We reserve the right to replace these terms and conditions with the customers terms and condition (in whole or in part) by customer supplied agreement (Written Purchase Order Terms on mutual agreement).