Terms and Conditions

General Terms and Conditions of Sale (as of April 2, 2021)

1 – GENERAL – This Contract (“Contract”) constitutes the entire agreement between Automation Ready Panels, LLC – Automation Ready Panels (“ARP”) and Customer relating to the provision of products or services, including parts (collectively, the “Deliverable(s)”) supplied by ARP and/or ARP’s parent or related companies (collectively, “Automation Ready Panels”).  This Contract supersedes all other correspondence, quotations or agreements relating to the subject matter hereof, and shall govern and apply to the supply of Deliverable(s) to Customer, regardless of any terms and conditions appearing on any purchase order or other forms submitted by Customer or the inconsistency of any terms therein and herein (which additional or inconsistent terms and conditions are expressly rejected).  Signature or other authorization by Customer to furnish any Deliverable will constitute acceptance of these terms and conditions.

2 – PRICE AND PAYMENTS -Prices are those in effect at the time of order.  Unless otherwise specified on the front page, all prices as stated on the website.  Prices include freight, insurance, duties, handling charges and taxes.  All additional charges will be invoiced as a separate charge to be paid for by Customer.

3 – DELAYS AND FORCE MAJEURE– ARP’s obligations are subject to, and ARP shall not be held responsible for, any delay or failure to perform due to circumstances beyond the reasonable control of ARP, including, but not limited to, acts of Customer, prerequisite work by others, natural disasters or acts of God, acts of war or terror, labor disturbances, delays in transportation, or inability or delay in obtaining suitable Deliverable(s).  In the event of any such occurrence, ARP, at its option, shall be excused from performance hereunder or the performance of ARP shall be correspondingly extended. In the event ARP is delayed by acts or omissions of Customer or by prerequisite work by contractors or suppliers of Customer, ARP shall be entitled to an equitable price adjustment in addition to extension of the time of performance.

4 – TERMINATION -ARP may, in its sole discretion, terminate at any time all or any portion of this Contract upon written notice to Customer, with or without cause, including without limitation, in the event Customer shall (i) fail to pay any sums due to ARP under this Contract or otherwise; or (ii) otherwise breach this Contract or any other obligation owing to ARP.  Customer may not terminate this Contract without the prior written consent of ARP.  Within ten (10) days after the effective date of the termination of this Contract for any reason, Customer shall pay ARP the entire amount of any unpaid balance, which is due for this Contract or in connection with any and all Deliverable(s) provided by ARP hereunder.  All Deliverable(s) provided after termination shall be billed at the regular rates of ARP.

5 – CHOICE OF LAW AND ARBITRATION – (a) This Contract and the relationship of the parties hereto shall be deemed to have been made in and governed by the laws of the State of Missouri, without regard to its choice‑of-law provisions.  The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Contract.  All rights and remedies available to ARP under law, equity and herein are reserved to ARP as cumulative. Except as provided in subparagraph (b), all controversies or claims arising out of this Contract and/or the relationship of the parties shall be resolved exclusively by arbitration in St. Louis, Missouri, such arbitration to be conducted in accordance with the Commercial Rules of the American Arbitration Association before a panel of three (3) arbitrators.  The arbitration award is final and binding upon the parties to the arbitration and judgment thereon may be entered in any court having jurisdiction. (b) Notwithstanding the foregoing, ARP reserves the right to seek equitable, including injunctive relief, or sue to collect any unpaid account balance, in any court of competent jurisdiction. (c) Customer and ARP irrevocably submit to the jurisdiction and venue of the federal and state courts for St. Charles County, Missouri.

6 – DELIVERY/SCHEDULE -All delivery and service dates are estimates only and based upon the prompt receipt of all necessary information from Customer.  Unless otherwise instructed, ARP will ship goods to Customer via regular United Parcel Service (UPS) delivery or similar carrier.  Unless otherwise agreed in writing by ARP in a service contract or warranty, Customer is responsible for payment of delivery costs, including any costs for expedited delivery.  Other portions of the Deliverables may be created or provided at Customer’s facility.  In no event shall ARP be responsible or liable for any delays, including any special, incidental or consequential damages or “down time”.

7 – EXPORT AND USE RESTRICTIONS -If Customer intends to, or shall, export (or re-export), directly or indirectly, any portion of the Deliverable(s) or technical information relating thereto, it is the responsibility of Customer to assure compliance with United States and other export control laws and regulations and if appropriate, to secure any required export licenses or approvals in its own name. The Deliverable(s) to be provided hereunder are not intended for use in any weapons of mass destruction production (nuclear weapon, chemical weapon, biological weapon or missiles) or other activity where failure or use of the Deliverable(s) could lead directly to death, personal injury or severe physical or environmental damage.  If so used, ARP (and its parent and affiliated companies) disclaim all liability for any damages arising as a result of the hazardous nature of the business in question, including but not limited to nuclear, chemical or environmental damage, injury or contamination.

8 – SALES AND SIMILAR TAXES -In addition to any price specified herein, Customer shall pay, or reimburse ARP for, the gross amount of any present or future sales, use, excise, income, value‑added or other similar tax applicable to the price, sale, furnishing or use of any Deliverable(s) hereunder, or Customer shall provide ARP with sufficient evidence of tax exemption acceptable to the applicable taxing authorities.  Customer is also responsible for all costs of importation, including without limitation tariffs, duties and the like.

9 – ACCEPTANCE, RETURNS AND EXCHANGE CREDITS – All orders for Deliverable(s) are subject to acceptance by ARP at Wentzville, Missouri.  Due to the customizable nature of the assemblies and the number of combinations possible, returns are not accepted.  All sales are final.  A 4 hour grace period is afforded to the customer immediately after the order is place to request full refund before parts are ordered and labor is allocated.

10 – DISCLAIMER OF WARRANTY – EXCEPT AS OTHERWISE AGREED TO BY ARP IN WRITING, ALL DELIVERABLE(S) ARE PROVIDED ON AN “AS IS” BASIS ONLY, NOT SUBJECT TO ANY WARRANTY OR CONDITION WHATSOEVER INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  ARP MAKES NO WARRANY FOR THE SELECTION OR COMPATABILITY OF ANY PLC, HMI, VFD, SERVO OR OTHER HARDWARE OR SOFTWARE.  EXCEPT AS EXPRESSLY AGREED TO BY ARP IN WRITING, THIS DISCLAIMER OF WARRANTY SHALL SUPERSEDE ANY EQUIPMENT, PARTS OR SERVICE OR OTHER WARRANTY OF AUTOMATION READY PANELS. THE MAXIMUM LIABILITY OF ARP WITH RESPECT TO ANY ASSERTION THAT ANY DELIVERABLE(S) ARE DEFECTIVE OR NON-CONFORMING, SHALL BE, AT ARP’S SOLE ELECTION, (1) REPAIR OR REPLACEMENT OF ANY PARTICULAR DELIVERABLE OR PROVISION OF SUPPORT SERVICES WITHIN NINETY (90) DAYS FOLLOWING ARP’S INITIAL PROVISION OF THE DELIVERABLES TO CUSTOMER, OR (2) RETURN OF THE CONTRACT PRICE PAID FOR THE PARTICULAR DELIVERABLE(S) PROVIDED UNDER THIS CONTRACT. ARP SHALL NOT BE RESPONSIBLE FOR ANY DELIVERABLE(S) WHICH HAVE BEEN SUBJECT TO ABUSE, MISUSE, IMPROPER INSTALLATION OR MAINTENANCE OR DELVERABLE(S) WHICH HAVE BEEN TAMPERED WITH, ALTERED, MODIFIED, REPAIRED OR SERVICED BY ANY PARTY OTHER THAN ARP.  IN NO EVENT MAY CUSTOMER ASSERT THAT THE REMEDIES PROVIDED HEREIN ARE INADEQUATE OR HAVE FAILED OF THEIR ESSENTIAL PURPOSE. CUSTOMER DISCLAIMS ANY RELIANCE UPON ANY WRITTEN OR VERBAL STATEMENT EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT.

11 – LIMITATION OF LIABILITY –IN NO EVENT SHALL AUTOMATION READY PANELS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR LOSS OF REVENUE OR PROFITS, “DOWN TIME” OR BUSINESS INTERRUPTION, INCREASED COST OF OPERATION, DAMAGE TO EQUIPMENT OR PROPERTY, COST OF CAPITAL, COST TO SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, CLAIMS OF CUSTOMER’S CUSTOMERS, OR DAMAGES OR PENALTIES RESULTING FROM CUSTOMER’S CONTRACTS WITH ITS CUSTOMERS, WHETHER ARISING OUT OF WARRANTY, CONTRACT, INDEMNITY, EQUITY, STRICT LIABILITY OR TORT, WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR FAULT OF AUTOMATION READY PANELS, AND REGARDLESS OF ANY OTHER LEGAL THEORY UPON WHICH THE CLAIM IS BASED AND REGARDLESS OF WHETHER ARP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  IN NO EVENT MAY CUSTOMER SEEK OR RECOVER PUNITIVE OR EXEMPLARY DAMAGES, NOR SHALL AUTOMATION READY PANELS BE LIABLE FOR SUCH DAMAGES.  NO CLAIM ARISING OUT OF ANY CLAIMED BREACH OR RELATING TO THE DELIVERABLE(S) MAY BE BROUGHT BY CUSTOMER IMORE THAN ONE (1) YEAR AFTER THE DATE ON WHICH THE EVENTS GIVING RISE TO SUCH CLAIM OCCURS.

12 – INDEMNITY –  CUSTOMER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND AUTOMATION READY PANELS AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “AUTOMATION READY PANELS INDEMNITEES), FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, PENALTIES, INJURIES, AND COSTS, INCLUDING ATTORNEYS’ FEES AND LITIGATION COSTS, (COLLECTIVELY, “DAMAGES”), TO THE EXTENT ARISING FROM OR RELATED TO (1) THE ACTS OR OMMISSIONS OF CUSTOMER OR ITS EMPLOYEES OR AGENTS, INCLUDING ANY ALLEGED OR ACTUAL NEGLIGENT, RECKLESS OR INTENTIONAL ACTS OR OMISSIONS OR NONCOMPLIANCE WITH ANY OF THE TERMS OF THIS CONTRACT, INCLUDING ANY ALLEGED OR ACTUAL INJURIES TO PERSON OR PROPERTY, AND (2) ALL CLAIMS FOR DAMAGES EXCLUDED IN THE ABOVE LIMITATION OF LIABILITY, INCLUDING CLAIMS OF CUSTOMER’S CUSTOMERS, REGARDLESS, AS TO (1) OR (2), OF WHETHER AUTOMATION READY PANELS WAS CONTRIBUTORILY NEGLIGENT OR HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES.

13 – TESTING AND SUPPORT -The conditions of any tests, including specification or acceptance testing, shall be mutually agreed upon in writing and ARP shall be notified of, and reserves the right to be present or represented at, all tests that may be conducted.  In no case does any remedy or warranty, if any, apply to any failure or nonconformance with a specification caused by or attributable to any associated or complementary product or service not supplied by ARP under this Contract, nor shall any such remedy or warranty in any case apply to the quality of Customer’s own products or Customer’s process of manufacture on which any Deliverable(s) is used.

14 – ADDITIONAL TERMS – This Contract may not be assigned by Customer without ARP’s express written consent.  This Contract shall be binding upon the successors and legal representatives of Customer.  Any information transmitted by Customer to ARP is not to be regarded as proprietary or confidential except as may be otherwise agreed in writing signed by an authorized representative of ARP. The representative of Customer accepting this Contract represents and warrants that he or she has full authority on behalf of Customer to do so.

15 – CANADIAN COMPLIANCE – The parties hereto confirm that they have agreed that this Agreement be drawn up in the English language.  Les parties à la présente confirment qu’elles ont convenu que cette convention soit rédigée dans la langue anglaise.