Standard Terms of Sale
All goods and services supplied by Phenix, LLC (Phenix Automation) are expressly conditioned on the following Standard Terms of Sale. In the event that quotations, purchase orders, order acceptances, sales forms, and/or verbal expressions are used which contain terms inconsistent with those in these Standard Terms of Sale, the Standard Terms of Sale shall be controlling, and any inconsistent terms and conditions shall be inapplicable.
- Phenix Automation reserves the right to modify or discontinue the sale of any of its products or services, at any time, without notice and without obligation. Phenix Automation shall not be liable for any damages caused by its method of processing orders for goods or services or its failure to process orders for discontinued goods and/or services.
- Minimum Order: Phenix Automation requires a minimum order of $25.00 unless otherwise expressly approved by Phenix Automation
- Purchase Orders: Verbal purchase orders are acceptable only on stock items. Written purchase orders are required for specialty or build-to-order items, or where non-stock purchases are necessary. Written purchase orders may be faxed or sent electronically as .pdf documents to Phenix Automation. All orders are subject to acceptance by Phenix Automation.
- Credit Approval/New Accounts: A buyer may qualify, at Phenix Automation's sole discretion, as a Phenix Automation Credit-Approved Buyer upon satisfactory completion of a new customer form, via fax or telephone, plus faxed copy of company credit references and bank information or a signed commercial credit account application.
- Payments: Subject to the down payment provisions and other limitations set forth in these Standard Terms of Sale, payment for goods and/or services purchased shall be due and payable to Phenix LLC in US dollars thirty (30) days from the date of invoice. Buyer shall pay Phenix Automation interest on all past due amounts at the rate of 18% per annum or the highest lawful rate, whichever is lower. Phenix Automation will be entitled to recover all costs involved in collection including, but not limited to, reasonable attorney fees. If Phenix Automation reasonably deems itself insecure, payment for goods and/or services purchased by Buyer shall be due and payable prior to shipment by Phenix Automation. Buyer does hereby grant to Phenix Automation a security interest in the goods sold by Phenix Automation to Buyer as security for the payment for the goods and/or services. Buyer hereby authorizes Phenix Automation to file appropriate financing statements as may be necessary under the Uniform Commercial Code ("UCC") to perfect and continue the security interest granted Phenix Automation by Buyer in the goods until such time as Phenix Automation has received full payment for the goods and/or services. Buyer shall make certain that (i) all good sold by Phenix Automation to Buyer retain their personal property character in order not to be characterized as fixtures and (ii) if any such goods are placed on any real property subject to any mortgage, lien or encumbrance, such goods shall be expressly excluded from the terms of such mortgage, lien or encumbrance. Within thirty (30) days from the date Phenix Automation receives payment in full for the goods and/or services, Phenix Automation shall release or cause to be released any UCC financing statement that Phenix Automation and/or services, Phenix Automation shall release or cause to be released any Phenix Automation financing statement that Phenix Automation and/or any supplier of Phenix Automation has and/or have filed against Phenix Automation or Buyer covering the goods.
- Down Payments: A down payment is required for all orders over $10,000, for special machines, and for all build-to-order equipment. Unless otherwise negotiated, the down payment amount is 40% of the total cost and is due upon order acceptance by Phenix Automation, with the balance due net 30 upon shipment.
- Shipping, Handling and Taxes: All shipping and handling charges are pre-paid and added to the invoice price unless otherwise agreed between Phenix Automation and buyer.
All prices are F.O.B. Phenix Automation warehouse, Rochester, NY, USA. Phenix Automation prices do not include export boxing or crating for overseas shipment, sales, excise, use, gross receipts, turnover and value added or similar taxes, tariffs and import duties and buyer agrees to pay and absorb the same in full. All licenses and permits, whether federal, state or local, or those of a foreign government, shall be secured by buyer at buyer's expense. Additional costs to modify any products in order to comply with federal or state laws, regulations or interpretations, adopted or published subsequent to the acceptance by Phenix Automation of any order shall be borne by buyer.
Handling charges, in addition to freight charges are as follows: $4.00 per order for Component Orders; $4.00 per tool for End-of-Arm Tooling (EOAT) Orders, and $4.00 for Palletized Orders. The cost of any special packing or special handling caused by buyer's requirements or requests shall be added to the amount of the order.
No claim for shipment shortages will be allowed unless made in writing within twenty (20) days of the date of delivery by Phenix Automation to buyer. Claims for products or lost in transit should be made on the carrier, as Phenix Automation's responsibility ceases, and title passes, on delivery to the carrier.
- Discount Program: Phenix Automation offers customers a volume based discount. Key Accounts and OEM discounts may also be available, but must be approved by the Accounting Manager and the General Manager of Phenix Automation.
- Low Price Guarantee: Phenix Automation will match any competitor's price for off-the-shelf components. To take advantage of this guarantee, a copy of the competitor's quotation or invoice is required. The quotation or invoice must contain sufficient details for Phenix Automation to determine that the competitor's goods are the equivalent of the Phenix Automation product.
- On-Site Service and Installation: Service and installation costs are often included in the purchase of goods from Phenix Automation. In special cases, upon request and approval by customer, services will be billed at $95/hour for on-site services and at $55/hour for travel time. A minimum of 4 hours/day will be billed. If the total of travel and on-site hours for any particular day exceeds 8 hours, or if it includes weekend hours or holiday hours, the on-site rate will be $125/hour for that day; the rate for travel time will remain at $55/hour. All cost associated with travel including meals, lodging, airfare, car rental, taxi, mileage, etc. will be billed to and paid by the customer.
- Limited Warranty: Products sold by Phenix Automation are covered by individual manufacturers' warranties. See manufacturers' websites or contact Phenix Automation for copies of warranty terms. Buyer acknowledges that its sole remedy with respect to any defects in such third party products lies with the manufacturer of those goods.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, Phenix Automation PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING.
IN NO EVENT SHALL Phenix Automation BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. BUYER WAIVES ANY CLAIM AGAINST Phenix Automation FOR PUNITIVE OR EXEMPLARY DAMAGES. UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, ANY LEGAL ACTION ARISING FROM OR IN CONNECTION WITH ANY DEFECT OR FAILURE IN ANY GOODS PROVIDED BY Phenix Automation, OR THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES PROVIDED BY Phenix Automation, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE ACCEPTANCE OF SUCH GOODS OR SERVICES BY BUYER.
- Warranty Returns; Returns for Replacement Goods: Buyer must receive written authorization from Phenix Automation before returning any products for repair or replacement under warranty. Buyer shall pay to ship the defective product to Phenix Automation. Phenix Automation will then repair or replace the item, and ship it back to the buyer at Phenix Automation's expense. Should Phenix Automation inadvertently ship the wrong goods to buyer, the buyer should contact Phenix Automation to arrange for return of those goods for replacement with the correct goods. All repaired or replacement goods shall be F.O.B. Phenix Automation warehouse, Rochester, NY, USA.
If examination and testing reveals that a product returned under warranty is not defective, Phenix Automation will return the product to the buyer at the buyer's expense.
- Other Returns: Unwanted stock products and products from third parties can only be returned within thirty (30) days of the date of delivery by Phenix Automation to buyer. Returns of stock products are subject to a twenty percent (20%) restocking charge. Returns will only be accepted by Phenix Automation if Phenix Automation determines, in its sole judgment, that the goods are in re-saleable condition. The buyer is responsible for any costs involved in shipping returned goods to Phenix Automation, and shall likewise be responsible for any shipping charges involved in shipping unacceptable returned goods back to the buyer. No returns will be accepted after the thirty (30) day period has expired.
- Warning: All Phenix Automation products and components are designed to provide robotics system experts with options for system development. Before integrating any Phenix Automation product or component into any robotic system, system experts must assure user safety by determining that each product or component is compatible with the system. This determination can usually only be made through testing, training and a thorough safety evaluation. SERIOUS BODILY INJURY OR PROPERTY DAMAGE MAY RESULT FROM IMPROPER SELECTION, USE OR MAINTENANCE OF Phenix Automation PRODUCTS OR COMPONENTS.
It is the buyer's sole responsibility to ensure that: (a) adequate safety evaluations and precautions are made before any Phenix Automation product or component is integrated into any robotic system; (b) each system containing Phenix Automation products or components is safe for its intended use, and is used safely; and (c) system users are properly skilled, adequately trained, and given appropriate safety warnings.
- Force Majeure: Phenix Automation shall not be liable to buyer for any delay or failure in performance hereunder due to fires, strikes, other labor disputes, embargoes, requirements imposed by government regulations, civil or military authorities, acts of god, the public enemy or other causes which are beyond the control of Phenix Automation.
- Governing Law: This document and the sale of all goods and services shall be governed by and construed in accordance with the laws of the State of New York, exclusive of its rules on conflict of laws. By placing an order with Phenix Automation, you agree that any action or proceeding arising out of such order, the goods purchased from Phenix Automation, or otherwise from your relationship and dealings with Phenix Automation must be brought in the state or federal courts located in Monroe County, New York, and you hereby consent to the exclusive personal jurisdiction of such courts.