WEBSITE AND PURCHASE TERMS AND CONDITIONS

AZBIL NORTH AMERICA, INC.

WEBSITE AND PURCHASE TERMS AND CONDITIONS

 

Effective Date: ________________________

These Terms and Conditions are agreed to by and between you and Azbil North America, Inc., an Arizona corporation (“Azbil North America”). In consideration of your use of and access to this website (“Website”), and the promises and obligations in these Terms and Conditions, and Intending to be legally bound, you and Azbil North America hereby agree to these Terms and Conditions under which Azbil North America welcomes you to this Website. Please read the Terms and Conditions carefully so that you fully understand your rights and responsibilities.

1. BY ACCESSING OR USING THE WEBSITE, YOU SIGNIFY YOUR AGREEMENT WITH THESE TERMS AND CONDITIONS.

Azbil North America reserves the right to change these Terms and Conditions at any time. If we decide to change the Terms and Conditions, we will notify you prior to the implementation of the proposed changes via an onscreen notice or other communication, such as email if you have provided your email address.    By accessing the Website following the posting of changes to the Terms and Conditions, you agree to all such changes.

2. PRIVACY POLICY
   By your access or use of this Website, you agree to the terms of the Azbil North America Privacy Policy, which is incorporated into these Terms and Conditions by reference.  Please click on the following link and carefully review the Privacy Policy for this Website.
3. OWNERSHIP

All copyrightable text, audio, video, graphics, charts, photographs and icons, design, selection, and arrangement of content in any medium on this Website is the sole and exclusive property of Azbil North America or its vendors or suppliers. The distinctive and original layout and presentation of this Website also constitutes protectable trade dress under applicable federal law. In addition, many proprietary names and marks belonging to Azbil North America or its affiliates appear throughout this Website, including, for example and without limitation, Azbil North America, Yamatake. This Website may also contain references to third-party marks, which are the property of their respective owners. Any unauthorized use of any of Azbil North America’s marks, or of its copyrighted material or trade dress or any other intellectual property, is strictly prohibited, and may be prosecuted to the fullest extent that the law provides.

If you have any questions regarding a specific mark or any other Azbil North America intellectual property, please contact Azbil North America at 9033 North 24th Avenue, Suite 6, Phoenix, AZ, 602-216-8199, fax 408-235-8990, email iapinfo@mx.azbil.com

4. USE OF THIS WEBSITE
   Permission is granted to download this Website’s content and to print a single hard copy for the your internal use only. You may not otherwise use, copy, modify, distribute, republish or transmit any of the content or materials of this Website without the written permission of Azbil North America.

You understand and expressly agree that use of this Website is at your own risk, that any material or data downloaded or otherwise obtained through the use of the Website or by virtue of interaction with other users is at your own discretion and risk, and that you are solely responsible for any damage to your computer system or loss of data that results from the download of such material or data, and for any other form of damage that may be incurred. Azbil North America will not be liable to you for any damage resulting from use of the Website.

You may not, and may not allow any third party to, (i) translate, reverse engineer, decompile, disassemble, modify or reproduce any software or other material on or accessible through this Website (collectively the “Software”), in whole or in part, or otherwise attempt to discover the source code, or prepare derivative works based upon the Software; (ii) develop passwords and/or logins other than passwords and logins issued to you by Azbil North America, or attempt to determine how the passwords and logins are defined, or otherwise attempt to defeat any passwords or logins; or (iii) distribute, sublicense, rent, lease, assign or otherwise transfer the Software, in whole or in part, to any third party, or use the Software on behalf of any third party, including without limitation for any dial-up, remote access, interactive, Internet-based or other on-line service.

5. WEBSITE INFORMATION
   Although Azbil North America endeavors to provide accurate information, Azbil North America makes no guarantees with respect to any information provided on the Website, and disclaims any warranties with respect to the accuracy of such information or other material on the Website.
6. PRODUCT PURCHASES
   The following terms and conditions apply to all product orders from Azbil North America,.  If any of these terms and conditions are not acceptable, please contact Azbil North America  before placing an order.

(a).    ACCEPTANCE OF ORDERS:

ORDERS ARE NOT BINDING ON AZBIL NORTH AMERICA UNLESS ACCEPTED BY AZBIL NORTH AMERICA.  ANY ADDITIONAL OR INCONSISTENT PROVISIONS OF ANY PURCHASE ORDER OR OTHER WRITING DOES NOT CONSTITUTE A PART OF THE CONTRACT OF SALE.

 

(b).    CANCELLATION:

Once orders are placed and accepted by Azbil North America, they may be cancelled only in limited circumstances.  Contact your Azbil North America representative for additional information.

 

(c).    PRODUCT AVAILABILITY:

Product availability may be limited. Products may not be available for immediate delivery. Azbil North America reserves the right, without liability or prior notice, to revise or cease to make available any or all products.

 

(d).    PRICING & SPECIFICATIONS:

All prices are in U.S. currency. The prices do not include freight, applicable federal, state, and local taxes, charges and duties, or special crating requirements for export shipment. You are responsible for all such costs, taxes, charges, and duties.  Product pricing and specifications are subject to change without notice.  Azbil North America reserves the right to adjust and communicate alternative pricing should an error be found in published material.

 

(e).    ORDER PAYMENTS

All orders must be paid for with a credit or debit card at the time of ordering.  We generally do not charge your card until after your order has shipped.  All orders are processed by our third party payment processor, currently _________.  Azbil North America does not receive or maintain your card information.

 

If the card information that you submit is incorrect or invalid, your order will not be processed. Payment is subject to the approval of the financial institution issuing the card. We assume no responsibility or liability if the financial institution refuses to accept or honor your card for any reason.

 

(f).    TAXES

You are responsible for any and all sales, use, excise, and other taxes, import duties and charges levied as a result of your order.

 

(g).    SHIPPING:

All items are shipped FOB the point(s) of origin indicated. Unless otherwise agreed by Azbil North America, products will be shipped via carriers of our choice with shipping, handling, insurance, and packaging charges prepaid by Azbil North America and added to the invoice.

 

You are responsible for any extra charges for services you may request, i.e., special routing, inside delivery, or pre-delivery notification.

 

(h).    RISK OF LOSS; TITLE:

Title to products and risk of loss passes from Azbil North America to you upon delivery to a carrier selected by Azbil North America.

 

(i).    DAMAGED SHIPMENTS:

You should thoroughly inspect all shipments for  damage before accepting delivery. If damage has occurred, note the extent of the damage on the freight bill and call Azbil North America immediately. Although our responsibility for loss and damage ceases when the products are accepted for shipment by the carrier, we will, when notified, file a damage claim for goods shipped via a carrier that was chosen by us, issue credit for the damaged goods and ship an immediate replacement.

 

If requested by Azbil North America, you must return any damaged products to Azbil North America pursuant to any return authorization instructions received from Azbil North America.

 

(j).    INTERNATIONAL SHIPMENTS:

Products purchased for delivery outside of the United States may be subject to import duties and taxes which are levied once the package reaches your country. Additional customs fees are not included in the shipping charges. Azbil North America does not have control over these charges and cannot estimate what they may be.

 

Customs policies vary from country to country. Contact your local customs office for further information. When ordering from Azbil North America, the customer is considered the importer of record and is responsible for customs fees and must comply with all laws and regulations of the country in which you are receiving the goods.

 

(k).    LIMITED AND EXCLUSIVE PRODUCT WARRANTY:

Azbil North America warrants all authentic Azbil North America products will materially comply with Azbil North America’s published specifications for a period of twelve (12) from the date of shipment to customer. Azbil North America will replace defective products at its option if returned within the warranty period to our service facility, once Azbil North America has confirmed that the product is subject to the Azbil North America warranty policy.  This warranty does not cover damage caused by incorrect use, unauthorized modification, accidental damage, damage during shipment or lack of proper maintenance.

 

This warranty is in lieu of all other warranties, expressed or implied, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose or any warranty arising from a course of dealing or usage in trade, which are disclaimed in their entirety.   The remedy of replacement is the exclusive and sole remedy for any breach of warranty.

 

In no event will Azbil North America’s liability for damages of any kind exceed the total paid for the product giving rise to such liability, even if such should fail of its essential purpose.

 

Some states may not allow limitations on implied warranties so these limitations might not apply to you.

 

(m).    RETURN POLICY

If you are dissatisfied with your purchase, a refund will be issued for products purchased directly from Azbil North America within 30-days of a return provided the products are returned in saleable condition.

 

(n).    RETURN AUTHORIZATION

All returns must be shipped prepaid, in resalable condition, and are subject to inspection for damage or misuse prior to replacement, unless otherwise authorized by Azbil North America

 

Products not returned within 45 days of receipt may be subject to restocking charges.

For returns of international purchases, please note that customs policies vary widely from country to country. For more information about customs fees, please contact your local customs office for further information before you proceed with a return authorization..

 

5. “AS IS” WEBSITE
   This Website is provided by Azbil North America on an “as is” basis. Except as otherwise expressly contemplated above, Azbil North America disclaims all warranties with respect to this Website, and to any Information or products or services available on this Website, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. Azbil North America also makes no warranty or representation regarding the results that may be obtained from this Website, or regarding the accuracy or reliability of any products or information obtained from the Website, or that this Website will meet any user’s requirements, be uninterrupted, timely, secure or error free. Azbil North America has no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications.

No advice or information, whether oral or written, obtained by you from Azbil North America or any of its affiliates, or in any other manner through this Website or online service, will create any warranty.

6. NO LIABILITY
   In no event will Azbil North America or any of its affiliates, officers, directors, employees, consultants or agents be liable for any direct, indirect, punitive, special, incidental, or consequential damages or any damages whatsoever, including, without limitation, damages for loss of use, data, information, profits or business interruption, arising out of or in any way related to the use or performance of this Website or any linked site, to any information or products or anything else obtained through this Website, or otherwise arising out of the use of this Website, or to the inability to use the Website, whether based in tort, contract, negligence, strict liability or otherwise, even if Azbil North America has been advised of the possibility of damages. Your sole and exclusive remedy Is to discontinue using this web Website.

Some states do not allow the exclusion or limitation of damages, so some of the above limitations or exclusions may not apply to you.

7. AZBIL NORTH AMERICA INDEMNIFIED
   You agree to indemnify and hold harmless Azbil North America, its affiliates, officers, directors, employees, consultants and agents from any and all losses, expenses, third-party claims, liability, damages and costs (including, but not limited to, attorneys’ fees) arising from your use of the Website or any product or the violation of these Terms and Conditions, Including without limitation, your infringement, or infringement by any other users of your account, of any intellectual property or other right or policy of any person or Azbil North America.
8. OTHER SITES
   This Website may contain information or links regarding other entities or other websites. Any third parties and third party sites are not under Azbil North America’s control. Azbil North America does not endorse any third parties or third party sites, and Azbil North America disclaims any responsibility or liability for the contents, accuracy, content and policies of all third parties and third party sites.
9. INTERPRETATION AND DISPUTES
   These Terms and Conditions are governed by the laws of the United States and the State of Arizona, without regard to any conflict of laws provisions. The 1980 United Nations Convention on the International Sale of Goods is hereby expressly disclaimed. Venue is be proper exclusively in Maricopa County, Arizona with respect to resolution of any dispute arising under these Terms and Conditions. In the event of any dispute, the prevailing party will be entitled to recovery of Its reasonable attorneys’ fees and costs. If any provision of these Terms and Conditions is deemed unenforceable or invalid by a court or arbitrator, then the court or arbitrator making such determination will modify such provision to the minimum extent necessary so as to make it enforceable and valid; but if this cannot be done then the provision will be severed and the remaining Terms and Conditions will be interpreted and read to give them maximum enforceability. Any cause of action or claim made by you or any other website viewer or user with respect to this Website must be commenced within one year after the claim or cause of action arises.
10. AGREEMENT TO TERMS AND CONDITIONS
    By your access or use of this Website, you hereby agree to these Terms and Conditions. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter contained in the Terms and Conditions and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Azbil North America. These Terms and Conditions will inure to the benefit of Azbil North America’s successors, assigns and licensees.
11. CONTACTING US
    If you have any other questions or concerns regarding these Terms and Conditions, please contact us at Azbil North America, Inc., 9033 North 24th Avenue, Suite 6, Phoenix, AZ 85021, 602-216-8199, fax 602-216-8213, iapinfo@mx.azbil.com