Terms and Conditions of Sales

Terms and Conditions of Sales - Thai

Terms and Conditions of Sales - Indonesian

I. GENERAL

  1. Definitions: The words used herein are defined as follows:
    1. Buyer: Party specified in the relevant purchase order as the customer or buyer of Products.
    2. Buyer’s application: Application of Product by Buyer and/or Buyer’s customers which includes embedding and/or using Product in parts/components, electronic substrates, devices, equipment or systems manufactured and/or supplied by Buyer.
    3. Fitness: (i) fitness for a particular purpose, (ii) performance, (iii) non-infringement of third-party intellectual property, (iv) compliance with laws and regulations and (v) conformity to standards.
    4. Products: Products and/or services of Seller.
    5. Seller: Omron affiliates in electronic components business in Asia Pacific specified in the relevant purchase order as the vendor or seller.
    6. Software: Software program embedded in Product.
    7. Terms: These terms and conditions and any additional terms set out in Seller’s quotation.
  2. Offer; Acceptance: Terms are deemed part of all quotations, acknowledgments, invoices, purchase orders and other documents relating to the sale of Products. Terms constitute the entire agreement between the parties and supersede all previous negotiations, discussions and understandings, whether oral or written with respect to the subject matter hereof. Seller will not be bound by any terms of Buyer’s purchase order or other form that are inconsistent with Terms, and Terms may only be amended by a writing signed by both parties. All sales of Products to Buyer are expressly conditioned upon Buyer’s unqualified acceptance of Terms, which may be made or deemed to be made by written acceptance, by receipt by Buyer of delivery of all or any part of Products without immediate return, or by failure to object to these Terms in writing within ten (10) days from the date of receipt of these Terms through order acknowledgement of Seller, whichever comes earlier.

II. SALES

  1. Prices: Prices for Products shall be those set forth in Seller’s quotation.
  2. Payment: Unless otherwise set out in Seller’s quotation, Buyer shall make full payment for Products as invoiced by Seller within 30 days of the date of invoice. In addition to any other rights and remedies Seller may have, if any payment due to Seller is not made on the due date:
    1. Seller may at its option charge Buyer 1.5% interest per month on the overdue amount calculated from the due date of payment until the date of actual payment (interest shall accrue daily);
    2. Seller may suspend further deliveries to Buyer until all sums overdue from Buyer have been paid;
    3. All sums invoiced by Seller to Buyer (whether or not outstanding) shall become immediately due and payable;
    4. Seller may deduct the same from any sum then due to Buyer under any other contract.
  3. Governmental Approvals: Buyer shall be responsible for all costs involved in obtaining any government approvals regarding the importation or sale of Products.
  4. Taxes: Prices for Products do not include any taxes unless expressly stated otherwise.
  5. Cancellation; etc: Orders are not subject to rescheduling or cancellation unless Buyer indemnifies Seller fully against all costs or expenses arising in connection therewith. Buyer shall not be entitled to withhold payment of any invoice by reason of any right of set off or any claim or dispute with Seller, whether relating to the quality of Products or otherwise.
  6. Force Majeure: Seller shall not be liable for any delay or failure in delivery resulting from causes beyond its control, including but not limited to, earthquakes, fires, floods, strikes or other labor disputes, shortage of labor or materials, accidents to machinery, acts of sabotage, riots, delay in or lack of transportation or the requirements of any government authority.
  7. Shipping; Delivery: Unless otherwise expressly agreed in writing by Seller:
    1. Risk of loss to Products shall pass to Buyer upon delivery of Products, provided, however, that the title to Products shall not pass to Buyer until the payment for Products shall have been made in full to Seller. Seller reserves the right to repossess any Products of which payment is overdue and thereafter to re-sell the same;
    2. Delivery and shipping dates are estimates only.
  8. Claims: Any claim by Buyer against Seller for shortage or errors in delivery or any claim related to pricing or other charges must be presented in detail in writing to Seller within fifteen (15) days of receipt of shipment.

III. PRECAUTIONS

  1. Suitability: IT IS THE BUYER’S SOLE RESPONSIBILITY TO ENSURE THE FITNESS OF OMRON PRODUCT FOR ITS INTENDED USE. BUYER SHALL BE SOLELY RESPONSIBLE FOR DETERMINING APPROPRIATENESS OF THE PARTICULAR PRODUCT WITH RESPECT TO THE BUYER’S APPLICATION INCLUDING BUT NOT LIMITED TO: (A) ELECTRICAL OR ELECTRONIC COMPONENTS, (B) CIRCUITS, (C) SYSTEM ASSEMBLIES, (D) END PRODUCT, (E) SYSTEM, (F) MATERIALS OR SUBSTANCES AND (G) OPERATING ENVIRONMENT. Buyer must know and observe all prohibitions of use applicable to Products.
  2. Use with Attention: When using Products, Buyer shall use its best efforts to ensure the following:
    1. Pay special attention when using in consumer Products or any use in significant quantities;
    2. Maintain a margin of safety vis-à-vis the published rates and performance values;
    3. Design to minimize risks to Buyer’s application in case of failure of Products;
    4. Introduce system-wide safety measures to notify risks to users; and
    5. Conduct regular maintenance on Products and Buyer’s application. (This is not intended to be an exhaustive list of all possible uses of any Product, nor to imply that any use listed may be suitable for any Product)
  3. Prohibited Use: BUYER SHALL NEVER USE PRODUCT FOR AN APPLICATION INVOLVING SERIOUS RISK TO LIFE OR PROPERTY WITHOUT ENSURING THAT THE SYSTEM AS A WHOLE HAS BEEN DESIGNED TO ADDRESS THE RISKS, AND THAT PRODUCT IS PROPERLY RATED AND INSTALLED FOR THE INTENDED USE WITHIN THE OVERALL EQUIPMENT OR SYSTEM.
  4. Motorized Vehicle Application: Products are not intended for use in automotive applications (including two wheel vehicles) and Buyer shall NOT use Products for automotive applications unless expressly agreed by Seller.

IV. WARRANTY AND LIMITATION

  1. Warranty: Seller's exclusive warranty is that Products will materially conform to Seller’s then current published specification for a period of twelve (12) months from the date of sale
    (or such other period agreed in writing by parties). Software provided by Seller is provided “as is” and Seller makes no conditions, warranties or representations of any kind with regard to Software. The conditions and warranties of third parties will exclusively apply to software or hardware provided from any third parties, and Seller is only obliged to provide information on these conditions or warranties when requested to do so. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND ANY WARRANTY IN RELATION TO RECALL AND TITLE/NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SELLER OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE ANY WARRANTIES.
  2. Exception: Products are designed and manufactured for use in general industrial products and are not intended to be used in following Buyer’s applications. NO WARRANTY IS PROVIDED FOR THE FOLLOWING BUYER’S APPLICATIONS, unless otherwise agreed in writing.
    1. Buyer’s applications with stringent safety requirements, including nuclear power control equipment, combustion equipment, aerospace equipment, railway equipment, elevator/lift equipment, amusement park equipment, medical equipment, safety devices and other applications that could cause danger/harm to people’s body and life;
    2. Buyer’s applications that require exceptionally high reliability, including supply systems for gas, water and electricity, etc., 24 hour continuous operating systems, financial settlement systems and other applications that handle rights and property;
    3. Buyer’s applications under severe conditions or in severe environment, including outdoor equipment, equipment exposed to chemical contamination, equipment exposed to electromagnetic interference and equipment exposed to vibration and shocks; and
    4. If the cause of the malfunction falls under any of the following: (i) Usage in a manner other than the original intended use for Products; (ii) Usage outside of the usage conditions; (iii) Modification or repair made to Products by any third party personnel; (iv) Software program embedded by any third party or usage of such software; (v) Causes which could not have been foreseen with the level of science and technology at the time of shipping from Seller; and (vi) Causes originating from other than Seller or Products (including force majeure such as but not limited to natural disasters).
  3. Buyer Remedy: In the event of a breach of the foregoing warranty, Buyer’s sole and exclusive remedy and Seller's and its affiliates’ sole and exclusive liability and obligation hereunder shall be to replace or, at Seller’s election, to repair the non-complying Product; provided that there shall be no liability for Seller or its affiliates unless Seller's analysis confirms that Products were correctly handled, stored, installed and maintained and not subject to contamination, abuse, misuse or inappropriate modification. Return of any Products by Buyer must be approved in writing by Seller before shipment.
  4. Limitation on Liability: SELLER AND ITS AFFILIATES SHALL NOT BE LIABLE TO BUYER, ITS AFFILIATES AND ITS CUSTOMERS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR PRODUCTION OR COMMERCIAL LOSS ARISING UNDER OR RELATED TO OR IN CONNECTION TO THIS TERMS, WHETHER SUCH CLAIM IS BASED IN CONTRACT, WARRANTY, NEGLIGENCE, TORT OR STRICT LIABILITY AND IN NO EVENT SHALL TOTAL LIABILITY OF SELLER OR ITS AFFILITATES ARISING UNDER OR RELATED TO OR IN CONNECTION TO THIS TERMS EXCEED THE TOTAL COSTS OF PRODUCTS PAID BY BUYER TO SELLER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE.
  5. Indemnities: Buyer shall indemnify and hold harmless Seller, its affiliates and its employees from and against all liabilities, losses, claims, costs and expenses (including reasonable attorney's fees and expenses) related to any claim, investigation, litigation or proceeding (whether or not Seller is a party) which arises or is alleged to arise from Buyer's acts or omissions under these Terms or with respect to Products, including without limitation, any intellectual property infringement claim, action or proceedings arising from: (a) Buyer’s specifications, (b) Buyer’s application of Product in combination with any device, etc not supplied by Seller; (c) alteration of products by Buyer or any third party, or (d) use of Products in any manner other than for which they have been designed.

V. OTHERS

  1. Intellectual Property: The intellectual property embodied in or arising from Products is the exclusive property of Seller and its affiliates. Buyer shall not and shall cause others not to extract Software from Product or decompile, disassemble or reverse-engineer Software or use Software with any application other than Buyer’s application.
  2. Property; Confidentiality: Notwithstanding any charges to Buyer for engineering or tooling, all engineering and tooling shall remain the exclusive property of Seller. All information and materials supplied by Seller to Buyer relating to Products are confidential and proprietary, and Buyer shall limit distribution thereof to its trusted employees and strictly prevent disclosure to any third party.
  3. Performance Data: Performance data is provided as a guide in determining suitability and does not constitute a warranty.
  4. Discontinuance and Change In Specifications: Seller may discontinue the production of Products or change the specifications for the purpose of improving such products or other reasons entirely at its own discretion.
  5. Compliance: Buyer shall comply with all applicable laws, regulations and licenses, including without limitation: any rules on export of Products or information provided by Seller or sale of Products to forbidden or other proscribed persons or organizations; anti-bribery laws and regulations including the Foreign Corrupt Practices Act of the United States of America and the Bribery Act of United Kingdom; any anti-cartel or other anti-competition laws; any personal data regulations and any anti-money laundering laws.
  6. Termination: Seller shall have the right to terminate the Terms and any related transaction immediately, without affecting Seller’s accrued rights and without further liability if Buyer defaults in the payment on its due date of any sum under Terms or pursuant to any other transaction, or commits any continuing or serious breach of Terms and fails to remedy such breach (if remediable) within 10 days from the date on which the event giving rise to such breach occurred; or in the event of Buyer’s bankruptcy, suspension of payment; or seizure; or when as a result of any change in the powers, business or circumstances, Buyer is unlikely to be in a position to fulfil Terms or any transaction pursuant to it.
  7. Waiver; Assignment: No failure or delay by Seller in exercising any right and no course of dealing between Buyer and Seller shall operate as a waiver of rights by Seller. Buyer may not assign its rights and obligations hereunder without Seller's written consent.
  8. Law: The execution, effectiveness, interpretation and fulfillment of obligations under the Terms shall be governed and interpreted under the laws of Singapore without regard to the United Nations Convention on Contracts for the International Sales of Goods.
  9. Dispute Resolution; Injunction: Any dispute, difference or question arising out of, in relation to or incidental to Terms, including any dispute as to the existence or validity hereof, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Paragraph. The tribunal shall consist of three (3) arbitrators and arbitration proceeding shall be in English. In addition to any remedies available at law, Seller shall be entitled to injunctive or other equitable remedies in all legal proceedings in the event of any threatened or actual unauthorized reproduction, disclosure or use of Software or disclosure of Seller’s confidential information or proprietary data.
  10. Language: This Terms is executed in the English language. In the case of any conflict, inconsistency or ambiguity between the English language version of this Terms and any translation thereof, the English language version shall always prevail.
  11. Severability: The parties hereto agree that, if one or more of the provisions hereof be declared invalid or unenforceable for any reason whatsoever then any such provision shall be deemed severable and such invalidity or unenforceability shall not in any way affect the validity or enforceability of any of the other provisions herein. The parties hereto shall negotiate in good faith to replace the severed invalid term or provision with another that is valid and which, to the greatest extent practicable and permitted by law or regulation, accomplishes the same purpose that the parties hereto intended.

(Last Revised:March 2018)