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Terms & Conditions

Updated: March 2024

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EMTRO LLC Standard Terms and Conditions of Sale

EMTRO LLC dba EMT International – Purchase Order Terms & Conditions

EMTRO LLC End User License Agreement (EULA)

Service Plan Terms And Conditions

EMTRO LLC Standard Terms and Conditions of Sale

Version 1.0; 03/18/2024

STANDARD TERMS AND CONDITIONS OF SALE


PLEASE READ YOUR EMT PROPOSAL OR ORDER CONFIRMATION CAREFULLY AS THESE, AND ANY OTHER EMT STANDARD TERMS AND CONDITIONS OF SALE THAT FORM PART OF THIS CONTRACT, ARE SPECIFIED ON THE FACE OF THE EMT PROPOSAL OR ORDER CONFIRMATION ISSUED TO YOU BY EMT. NOTE: EMT WILL NOT TRANSMIT THESE DOCUMENTS TO YOU. IT IS YOUR RESPONSIBILITY TO OBTAIN COPIES OF THESE DOCUMENTS FROM EMT’S WEBSITE SPECIFIED ON THE EMT PROPOSAL OR ORDER CONFIRMATION.

1. ACCEPTANCE BY BUYER:

    EMTRO LLC (d/b/a EMT International) (“Seller”) hereby offers to sell to the addressee named on the face hereof (the “Buyer”) the equipment, parts or services listed on the face hereof (the “Equipment”) for the price(s) indicated, on the express condition that the Buyer agrees to accept and be bound by all the terms and conditions herein. Unless withdrawn or modified by Seller this offer may be accepted by Buyer by any of the following: (a) written, telephonic, telegraphic , email or facsimile acceptance received by Seller within 30 days (unless otherwise specified), or (b) shipment by Seller of and Buyer’s acceptance of or payment for, all or any of the Equipment. A response by Buyer in any of the foregoing manners shall constitute acceptance by Buyer of all terms and conditions hereof. Seller objects to and rejects any terms in any purchase order, acceptance or other document submitted by or on behalf of Buyer that are in conflict with any of the terms and conditions of these Standard Terms and Conditions of Sale unless Seller has signed an agreement identifying with particularity each provision and paragraph of these Standard Terms and Conditions that is modified or waived.

2. SALES AGREEMENT:

    The agreement between Seller and Buyer (the “Sales Agreement”) with respect to the Equipment shall consist of the terms and conditions contained herein, together with any modifications or additions thereto agreed to in writing by Seller and Buyer. The Sales Agreement, as modified or supplemented as provided herein, shall constitute the entire agreement of Seller and Buyer with respect to the transaction contemplated hereby. No prior to or contemporaneous courses of dealing or written or verbal agreements, to the extent that they differ in any way from the written terms and conditions of the Sales Agreement, shall be binding on the Seller or be construed to alter, repeal or invalidate the Sales Agreement. In the event of a conflict between these terms and conditions and any other, specific, written, agreed to terms included within any other Sales Agreement, such other terms shall only govern such other Sales Agreement.

3. PAYMENT AND CREDIT; SECURITY INTEREST:

    Terms of payment (unless otherwise provided): 50% due with purchase order as down payment, 40% due 10 days prior to shipment, balance due upon the earlier of start-up or 30 days following receipt by Buyer. If, in the exclusive judgment of Seller, the financial condition of the Buyer at the time does not justify the commencement or continuance of production or shipment on the terms specified herein, Seller may, in addition to all other remedies it may have at law or in equity, make a written demand for full or partial payment in advance, suspend its performance until such payment is made, and cancel the Buyer’s order if such payment is not received by Seller within thirty (30) days after the mailing of demand by Seller.

    If Buyer and Seller agree that the payment of any part of the price of the Equipment received by Seller before the commencement of production, the Seller shall be under no obligation to commence production unless and until such payment is received, and in any event may cancel this Sales Agreement if such payment is not received within 30 days of the date hereof.

    Buyer will adjust the Contract price and pay Seller for: A) costs Seller has or may incur that were not anticipated by Seller as of the date of the initial Proposal or, B) the Contract exceeds the time frame contemplated by the parties.

    If Buyer and Seller agree that all or a portion of the price of the Equipment is to be paid to Seller before delivery of the Equipment to the carrier, as provided in Section 5 below, whether by way of deposit, prepayment, progress payment or otherwise, Buyer expressly acknowledges and agrees as follows: (a) notwithstanding such payment and identification of the Equipment that is to be sold to Buyer, title to the Equipment will pass to Buyer only upon Seller’s actual receipt of the entire purchase price and all installments thereof (notwithstanding receipt of the Equipment by Buyer), and not before; (b) any and all such payments shall constitute loans to the Seller, which will be deemed discharged by Seller upon delivery of the Equipment to the carrier; (c) Buyer waives any and all rights it may have as a “buyer in the ordinary course” for purposes of the applicable Uniform Commercial Code until delivery of the Equipment to the carrier; and (d) to the extent that, notwithstanding the foregoing clauses (a), (b) and (c), the Buyer has an interest in the Equipment or in any deposit, prepayment, progress payment or other payment to Seller prior to the delivery of the Equipment to the carrier, such interest shall be subordinate in right to any inventory financier or other secured creditor of Seller. As to any amounts due Seller by Buyer hereunder, Buyer hereby grants to Seller a purchase money security interest in the Equipment (and all accessories, attachments or other goods sold to Buyer by Seller hereunder) manufactured or supplied by Seller. The purpose of the security interest granted hereunder is to secure Buyer’s full payment on all obligations due and owing to Seller. Seller, in its discretion, may file a UCC-1 Financing Statement or such other instruments, certificates and/or documents necessary to perfect Seller’s senior lien in the Equipment; Buyer shall cooperate in good faith to affect same. Buyer shall execute and deliver such additional documents as the Seller may reasonably request to perfect its security interest and/or liens evidencing such security interest.

    Buyer further grants Seller the right to give notice to any party holding a security interest in like collateral advising of the security interest granted herein. Seller shall have all of the rights and remedies of a perfected secured party under the Uniform Commercial Code as adopted in the State of Wisconsin.

    Unless otherwise indicated on the face hereof delivery terms are Ex Works (EXW) Seller’s selected manufacturing facility (Incoterms 2020).

    Remittance should be forwarded to EMTRO LLC, at the address indicated on the billing invoice.

    If shipments are delayed by or at the request of the Buyer, payment shall become due from the date when Seller is prepared to make shipment. Any equipment held for the Buyer because of such delay on delivery shall be at the sole risk and expense of the Buyer.

    If more than one shipment is made, each may be invoiced separately.

    Invoiced payments past due are subject to late charges of one and one half percent (1-1/2%) per month of any unpaid invoice balance. Buyer shall not set off against or deduct from any amounts due hereunder all or any part of any damages which it may have sustained or alleged to have sustained arising out of any breach of the Sales Agreement by Seller or any other claim Buyer may have against Seller.

    Seller will assess Buyer’s financial condition and Seller shall have the absolute right to (i) limit the amount of credit that Seller may extend to Buyer for the purpose of goods hereunder, and delay manufacture or shipment of Buyer’s orders based upon those limitations; (ii) require full or partial payment in advance; (iii) ship goods to Buyer C.O.D., require payment by irrevocable confirmed letter of credit, or require payment to be secured by letters of credit; (iv) require written guarantees of payment satisfactory to Seller; or (v) cancel or refuse to accept or fill any order from Buyer then outstanding or thereafter placed, all on terms satisfactory to Seller, in its sole and absolute discretion.

    Should any governmental policy or trade regulation change in a way that materially impacts the cost of goods, we reserve the right to adjust the prices of affected goods or services.


4. TAXES:

    All prices quoted herein do not include sales, use, value added, excise and other taxes or other governmental charges in respect of the production, sale, distribution or delivery of any Equipment or service related thereto. Buyer agrees to indemnify Seller against the imposition of, or increase in, any such taxes or charges after the date hereof, which Seller may be required to pay.

5. SHIPMENTS AND DELIVERY:

    Risk of loss or damage to goods shall pass from Seller to Buyer upon delivery of the Equipment. Delivery dates are approximate, not guaranteed, and based on prompt receipt of the down payment and all necessary information from Buyer to Seller.

6. DISCLAIMER OF CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY; BUYER’S NEGLIGENCE AND INSURANCE.

    SELLER, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OR EMPLOYEES SHALL NOT BE LIABLE TO BUYER FOR INCIDENTAL, INDIRECT, SPECIAL, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT, COSTS OF REPLACEMENT OR SUBSTITUTE GOODS OR PRODUCT, COSTS OF CAPITAL, ADDITIONAL EXPENSES INCURRED IN THE USE OF EQUIPMENT OR FACILITIES, OR CLAIMS OF THIRD PARTIES. THIS DISCLAIMER SHALL APPLY TO CONSEQUENTIAL DAMAGES BASED UPON ANY CAUSE OF ACTION WHATSOEVER ASSERTED AGAINST SELLER, INCLUDING ONE ARISING OUT OF ANY BREACH OF CONTRACT, BREACH OF WARRANTY, EXPRESS OR IMPLIED; GUARANTEE; PRODUCTS LIABILITY; NEGLIGENCE; TORT; OR ANY OTHER THEORY OF LIABILITY.

    INDEMNIFICATION BY BUYER. BUYER SHALL INDEMNIFY SELLER FOR, AND HOLD SELLER HARMLESS FROM, ALL COSTS AND EXPENSES INCURRED BY SELLER, INCLUDING, WITHOUT LIMITATION, COSTS OF INVESTIGATION, ATTORNEY’S FEES, AND AMOUNTS PAID IN SETTLEMENT OR SATISFACTION OF CLAIMS, PROCEEDINGS OR JUDGMENTS IN CONNECTION WITH ALL CLAIMS AND PROCEEDINGS AGAINST SELLER BASED UPON CLAIMED DEFECTS IN DESIGN IN ANY EQUIPMENT OR MATERIAL MANUFACTURED FOR BUYER BY SELLER TO BUYER’S SPECIFICATIONS OR DESIGN.

    LIMITATION OF LIABILITY. SELLER’S LIABILITY FOR ANY AND ALL CLAIMS, EXCLUDING PROPERTY DAMAGE AND PERSONAL INJURY CLAIMS, ALLEGEDLY RESULTING FROM BREACH OF CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY SHALL NOT EXCEED EITHER A) THE AMOUNT OF THE INITIAL PURCHASE PRICE PAID TO SELLER BY BUYER IN CONTRACTS UP TO ONE MILLION USD IN VALUE, OR B) 25% OF THE TOTAL CONTRACT PRICE IN CONTRACTS GREATER THAN ONE MILLION. SELLER’S LIABILITY FOR PROPERTY DAMAGE AND PERSONAL INJURY IS LIMITED TO THE AMOUNT INDICATED ON SELLER’S INSURANCE CERTIFICATE ISSUED BY SELLER FOR THIS CONTRACT.

    BUYER’S NEGLIGENCE AND INSURANCE. SELLER SHALL NOT BE RESPONSIBLE FOR LOSSES OR DAMAGES ARISING OUT OF THE NEGLIGENCE OF THE BUYER, ITS EMPLOYEES, AGENTS OR ARCHITECTS OR THOSE OF THIRD PARTIES FOR WHOM SELLER IS NOT RESPONSIBLE, OR LOSSES FOR WHICH THE BUYER HAS AGREED TO PROVIDE INSURANCE. IF BOTH SELLER AND BUYER ARE NEGLIGENT AND THE NEGLIGENCE OF BOTH IS THE PROXIMATE CAUSE OF THE ACCIDENT, THEN EACH PARTY WILL BE RESPONSIBLE FOR ITS PORTION OF THE LIABILITY OR DAMAGES (EXCLUDING CONSEQUENTIAL OR INDIRECT DAMAGES WHICH ARE DISCLAIMED BY SELLER) RESULTING THEREFROM EQUAL TO SUCH PARTY’S COMPARATIVE SHARE OF THE TOTAL NEGLIGENCE.

7. SAFETY REQUIREMENTS:

    Buyer shall notify Seller in writing of any safety devices for the Equipment that are not specifically included in the description of the Equipment and that may be required by state or local law, rule or regulation. Notice by Buyer shall be in good time before the estimated date of delivery to permit installation by Seller of the required safety devices on the Equipment, if such safety devices are available and are approved by Seller as provided herein. Buyer agrees to indemnify and hold Seller harmless from and against all liability, loss, cost, damage or expense attributable to any claim against Seller for personal injury or property damage arising out of the installation, maintenance or operation of the Equipment by Buyer or others, whatever the cause or alleged cause of the personal injury or property damage may be.

8. EMT International WARRANTY:

    Parts Warranty
      EMT International, Inc. (“EMT”) warrants to the original purchaser (“Buyer”) that all parts and components manufactured by EMT (“Parts”) will be free from defects in materials and workmanship for a period of six (6) months from the date of invoice. EMT’s exclusive warranty is as follows:

        a. Any defective item or component shall be repaired or replaced, at EMT’s sole discretion, for a period of six (6) months from the date of invoice.

        b. Replacement components installed during the warranty period are warranted for the balance of the original equipment warranty period or ninety (90) days, whichever is longer.

        c. All freight involved in the EMT-authorized replacement or repair of defective components must be approved and arranged by EMT in advance. EMT will cover freight charges at normal, non-priority rates unless alternative arrangements are authorized by EMT prior to shipment. The Buyer will be invoiced for all freight and products which are determined not to meet warranty coverage. Local taxes are excluded.

        d. This warranty covers normal operating procedures and specifically excludes damage caused by lack of maintenance, abuse, misuse, or replacement of normal wear and consumable items.

        e. Any return or refund of products covered by this warranty is limited to specified EMT International products and excludes any liability for incidental, special, or consequential damages.

    Equipment Warranty
      Seller warrants to the original Buyer only that every part of the Equipment covered by this proposal manufactured by it will be of proper materials and workmanship and that when delivered, the Equipment will be designed and manufactured to perform the mechanical functions expressly stated in the Sales Agreement, provided the Equipment is maintained and operated under proper conditions by competent trained personnel. In the Seller’s discharge of this warranty, the Buyer’s sole and exclusive remedy against the Seller shall be for the repair, modification, or replacement, but not installation, of any such part that proves defective in material, workmanship, or warranted performance within the earlier of seven (7) months from the date of the delivery of the Equipment to Buyer or six (6) months after installation of the Equipment, provided Buyer immediately gives Seller written notice of such alleged defects and, if requested, returns the defective part to Seller’s place of business at the address indicated on the face hereof, freight prepaid, for inspection. Seller shall not be responsible for repair or replacement of any such parts unless affected by it or in accordance with written authority from it. Component materials and parts not manufactured by Seller are not included in the foregoing warranty but are subject only to the warranties of their respective manufacturers. In no event shall Seller’s limited warranty with regard to freedom from defects extend to any Equipment in any way caused or allowed to be installed, operated, or used in a negligent or improper manner, or so as to subject or expose Equipment to conditions of facilities’ power, compressed air, or utilities outside recommended operating specifications, environmental conditions outside of recommended operating parameters, excessive or conductive dust or debris, poor quality or storage conditions of the materials to be used in the process of the Equipment, consumables, or other abuse or accident. Seller cannot and does not make any guarantee as to the life of the Equipment purchased by Buyer when subject to conditions which cause such damages.

    EXCEPT AS SET FORTH IN PARAGRAPH 8, AND VARYING ONLY AS SET FORTH IN PARAGRAPH 9, THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. NO IMPLIED WARRANTY OF MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSE, AND NO WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE IS GIVEN BY SELLER OR SHALL ARISE BY OR IN CONNECTION WITH THE SALES AGREEMENT AND/OR THE SELLER’S AND/OR BUYER’S CONDUCT IN RELATION THERETO OR TO EACH OTHER, AND IN NO EVENT SHALL SELLER BE LIABLE ON ANY SUCH WARRANTY WITH RESPECT TO ANY EQUIPMENT, INCLUDING THE WARRANTY SET FORTH IN PARAGRAPH 8. ANY MODEL, SAMPLE, DRAWING OR OTHER ARTIFACT OR REPRESENTATION OF ANY KIND OF ANY EQUIPMENT SHOWN OR FURNISHED TO BUYER BY SELLER, IF ANY, WAS FOR ILLUSTRATIVE PURPOSES EXCLUSIVELY AND NEITHER DID NOR DOES CONSTITUTE ANY REPRESENTATION OR WARRANTY OF SELLER THAT ANY EQUIPMENT WOULD OR WILL CONFORM THERETO.

    SELLER SHALL NOT BE REQUIRED TO HONOR THE FOREGOING WARRANTY IF BUYER HAS FAILED TO MAKE FULL AND TIMELY PAYMENT TO SELLER OF THE FULL AMOUNT INVOICED BY SELLER TO BUYER FOR THE EQUIPMENT AS REQUIRED UNDER PARAGRAPH 3 ABOVE.

    If Seller is unable to modify, repair, or replace as provided above to meet its warranty obligations stated above, including compliance with any acceptance criteria contained in this Agreement, Buyer’s sole remedy shall be to pay and Seller’s sole liability shall be to accept a mutually agreed price reduction reflecting the difference between the value of the Equipment delivered and the value the Equipment would have had if it had been as warranted. In the event that the parties fail to agree on a price reduction, Seller’s sole liability shall be to repay any portion of the purchase price paid for the Equipment upon Buyer’s returning it to Seller FCA Buyer’s plant (Incoterms 2020).

    Parts Return Policy
      1. General Return Policy: We strive to ensure that our customers are satisfied with their purchases. If you need to return a part, please review the following guidelines to ensure a smooth return process.

      2. Eligibility for Returns:
      • Parts must be returned within 30 days of the original purchase date.

      • Parts must be in their original packaging, unused, and in resalable condition.

      3. Non-Returnable Items:
      • Custom parts that are specifically manufactured or modified to meet customer specifications are non-returnable.

      • Parts that have been used, installed, or altered in any way are not eligible for return.

      • Electrical components are non-returnable once the packaging has been opened.

      4. Non-cancellable, Non-returnable Items:
      • Custom parts that are in the process of being manufactured or modified to meet customer specifications cannot be cancelled or returned once production has begun.

      • A cancellation fee will be charged if engineering has begun but cancelled prior to the manufacturing on custom orders.

      • Customers are encouraged to carefully review their custom orders before finalizing them to avoid any inconvenience.

      5. Restocking Fees:
      • A restocking fee of 15% will be applied to all returned parts that are eligible for return.

      6. Return Process:
      • Contact our customer service department to initiate a return. Provide your order number, part number, and reason for the return.

      • Our customer service team will provide you with a Return Merchandise Authorization (RMA) number. This number must be included with your return shipment.

      • Ship the parts to the address provided by our customer service team. Ensure that the RMA number is clearly marked on the outside of the package.

      7. Refunds and Credits:
      • Once the returned parts are received and inspected, we will process your refund or credit.

      • Shipping charges are non-refundable unless the return is due to our error.

      8. Contact Information: For any questions or concerns regarding our return policy, please contact our customer service department at sales@emtinternational.com.

9. INSTALLATION AND SERVICE:

    Seller shall not be required to install, service, or provide any on-site engineering and/or site preparation for any of the Equipment except as may be agreed upon in writing by Seller and Buyer.

10. INTELLECTUAL PROPERTY; SOFTWARE; SOFTWARE MAINTENANCE:

    Buyer shall indemnify and hold harmless Seller against all liabilities or expenses arising from claims of infringement of patent, trademark or other registered mark or design with respect to all Equipment manufactured to Buyer’s specifications. Seller is not responsible for any uses to which any of the Equipment may be put as a part of any mechanism or any process subject to any patent or other registered mark held by others. Seller warrants that none of the other Equipment designed, manufactured, or sold by it infringes any U.S. patent trademark or copyright provided that Buyer will (a) forthwith upon receipt forward to Seller any communication charging infringement, (b) forthwith forward to Seller all process, pleadings and other papers served in any action charging infringement, (c) give Seller the sole right to defend any such actions at Seller’s expense, and (d) give Seller the option at any time up to or after judgment at Seller’s expense to minimize Buyer’s damage or liability (i) by altering the Equipment to make it non-infringing, (ii) by exchanging a non-infringing part which will fulfill substantially the same function for the infringing part which in that case becomes the Seller’s property, (iii) by obtaining a license permitting Buyer’s use of any infringing part, or (iv) by repurchasing the infringing Equipment at Buyer straight line depreciated cost. Seller’s maximum liability under this warranty shall be (a) to indemnify Buyer for any money judgment recovered against Buyer in a court of competent jurisdiction plus Buyer’s reasonable counsel fees if Seller does not undertake the defense and (b) to repurchase at Buyer’s straight line depreciated cost any part held by such a court to be infringing which Buyer cannot use by reason of adverse judgment, all liability of Seller’s part hereunder subject to due performance by Buyer of the above conditions and the limitations of Paragraph 6 hereof.

    Software; End User License Agreement. Any references to the “sale” of or “selling” or “purchase” of Software shall mean sale or purchase of the end user license to use such Software; Software is licensed and not sold. Usage of Software, and any associated user documentation and materials, shall be subject to the terms and conditions of the end-user/software license agreement accompanying the Software or otherwise designated on the EMT Website (or in another EMT writing) as governing the use of such Software (“EULA”). Copies of EULAs for relevant EMT-Branded Software applications (and for some third-party branded Software applications) are available on the EMT Website or upon request. Buyer shall be bound by and adhere to the terms the applicable EULA(s), and shall cause its users to comply with such terms. Without prejudice to any other right or remedy available to EMT, EMT may suspend performance or cause early termination of Software licenses (and related Software Maintenance, if any) if Customer fails to pay in full, when due, any applicable fees or charges, or otherwise breaches the Contract (including any terms of the EULA). Software is deemed accepted upon delivery.

    Software Maintenance. If Buyer acquires a Software Maintenance contract/agreement (sometimes referred to as an “SMA”) under the Contract, during the applicable Maintenance term, unless otherwise agreed, Buyer will be entitled to the Software maintenance updates (if any) and remote technical support services made generally available by EMT to similarly situated end-user customers of the Software who are on Maintenance. Buyer shall only be entitled to Software Maintenance on those Software features for which Buyer has acquired Maintenance and has a current right to Maintenance. Software Maintenance shall not entitle Buyer to any release, option, module, feature, or future product, which EMT licenses separately or offers for an additional fee. Technical support is limited to reasonable remote assistance in response to Buyer’s technical support inquiries regarding: (i) Software installation, (ii) Software errors, and (iii) general questions regarding the usage of Software features. Technical support does not include training, consulting, on-site services, or other Professional Services, or the provision of engineering judgment for a customer-specific situation. If Software Maintenance lapses (or was not initially acquired), and Buyer wishes to procure Software Maintenance, Buyer will be assessed additional back maintenance fees for the period the Software was not maintained, as well any applicable reinstatement fees, in accordance with EMT’s then-current policies for the Software. Any updates, service packs, or new releases to the Software made available to Buyer under Software Maintenance will be subject to terms and conditions of the underlying EULA, unless accompanied with their own EULA. EMT’s sole and exclusive liability, and Buyer’s sole and exclusive remedy, for EMT’s material breach of its Software Maintenance obligation and failure to cure such material breach within thirty (30) days after written notice will be that Buyer may terminate Software Maintenance for the Software involved and receive a pro-rata return of Software Maintenance fees actually paid to EMT for the remaining unused Maintenance period of the Software involved.


11. TRADEMARKS:

    Unless otherwise agreed, Seller reserves the right to have its name or trademark appear on each product sold hereunder, and to use such products or illustrations of the same for display or advertising purposes.

12. BUYER SPECIFICATIONS/DISCLOSURES; OSHA:

    Buyer has provided all information required for Seller to manufacture the Equipment to Seller’s specifications. Buyer has advised Seller of all conditions that may affect the performance and suitability of the Equipment. Without limitation, Buyer has advised Seller in writing of the level of silicone or other particulates present in the environment in which the Equipment will be installed or located. Seller shall have no responsibility for any failure of performance of the Equipment based in whole or in part on a failure of Buyer to provide full and accurate information to Seller.

    OSHA. Federal, State & Local. Seller will comply with the Federal OSHA requirements in effect as of the date of the Proposal relative to the Equipment. Seller’s sole responsibility is limited to modification or replacement of the Equipment cited as violating such standards. OSHA requirements with respect to noise are specifically excluded. Where state, local or Buyer’s health and safety requirements differ from the Federal OSHA requirements, modifications or changes in design to meet such requirements will be incorporated at Buyer’s request. Additional costs arising from such requests and from erection procedures required by state, local or Buyer’s health and safety regulations which deviate from Federal OSHA requirements are for Buyer’s account.


13. DRAWINGS AND SPECIFICATIONS:

    Any drawings, prints or other information furnished by Seller in connection with the order are strictly confidential and shall not be used for any purpose other than in connection with Seller’s products and equipment; all rights of Seller thereto are reserved and no drawing, print or other information shall be copied or distributed in whole or in part without prior permission from Seller. All copyrights in drawings, prints, schematics or other pictorial representations provided by Seller vest solely in Seller and are Seller’s sole and exclusive property. No equipment may be manufactured by Buyer or for Buyer by third parties from Seller’s prints or designs (whether or not furnished to Buyer by Seller) without the prior consent of Seller. Buyer shall not reverse engineer any of the Equipment or facilitate reverse engineering of the Equipment by any third party, nor shall Buyer purchase equipment that appears to have been reverse engineered by third parties.

14. INSPECTION BY BUYER: CLAIMS FOR DAMAGES IN TRANSIT:

    Buyer shall carefully examine and check all deliveries of Equipment made hereunder as they are received and to report within seven days to Seller any alleged error, shortage or defect or non-conformity of any such Equipment; any failure by Buyer so to examine and report shall constitute a waiver by Buyer of any claim or right of Buyer against Seller arising hereunder or by law with respect to any such error, shortage, defect or non-conformity reasonably discoverable by such an examination and check. All claims by Buyer for damage or loss in transit shall be made by Buyer against the carrier.

15. PERFORMANCE TESTING:

    Any tests conducted to prove the performance of the Equipment complies with a test procedure that has been agreed between Buyer and Seller shall be completed no later than ninety (90) days after the Equipment has been installed. If the tests are not conducted within 90 days of installation or within 6 months of shipment, whichever is earlier, and through no fault of Seller, the Equipment shall be deemed accepted by the Buyer and in compliance with all contractual requirements. Unless otherwise stated, the price(s) set forth on the face hereof do not include the cost of any tests. The results of any tests so conducted shall be accepted by Buyer as final and binding as to the performance or other specifications of Equipment so tested. Paper, foils, or other media, inks, adhesives, and other materials used in actual production by Buyer shall be as specified or be at least comparable in quality to that specified.

16. BUYER PROCESS:

    Unless otherwise agreed, Seller does not guarantee Buyer process performance with respect to raw materials, final product, production speeds, efficiencies and energy consumption. Seller shall not be obligated to make any modifications to the Equipment if requested after the date hereof by Buyer for process or experimental reasons discovered by Buyer, or due to the discovery of new technology by Buyer after the date hereof, or to meet specifications of Buyer not described to Seller on the date hereof. Buyer agrees to and commits that any paper, foils, or other media, inks, adhesives, and any other raw materials used in Buyer’s process performance shall be identical to operating specifications and comparable in quality to those employed in the performance testing. Buyer agrees to and commits that any conditions the Equipment may be subjected to, such as heat, humidity, silicones or other particulates, or other environmental hazards, excessive or conductive dust or debris, existing in the Buyer’s process performance, shall be identical to operating specifications or, in the absence of a specification, as is reasonable, customary, and acceptable in the Buyer’s industry or consistent with past practice.

17. MODIFICATIONS AND CANCELLATIONS:

    Except as expressly provided herein, the terms and conditions (whether as to the performance or safety of the Equipment, or otherwise) of the Sales Agreement may not be modified, terminated, or repudiated, in whole or in part, except by a writing signed by Seller and Buyer. Seller may, at its sole option, treat any attempted modification, termination or repudiation to which it does not agree in writing as a breach of the entire Sales Agreement and recover from Buyer all Seller’s damages, including without limitation special, indirect, consequential and incidental damages, resulting there from or arising in connection therewith. Seller may specify an increase in the price(s) set forth on the face hereof as a condition of its agreement to any modification of the Sales Agreement requested by Buyer. Upon any breach by Buyer or failure by Buyer to comply with any of the terms and conditions hereof, or if Buyer becomes unable to conduct its normal business operations (including inability to meet its obligations as they mature) or becomes the subject of any proceedings under state or federal law for the benefit of creditors or relief of debtor or makes any assignment for the benefit of creditors, Seller shall have the right immediately to cancel or terminate the Sales Agreement, in whole or in such part as Seller in its sole judgment shall deem expedient, and recover from Buyer all damages, including without limitation special, indirect, consequential and incidental damages, suffered by the Seller as a result of, or arising in connection with such termination. If the Sales Agreement, or any part thereof, is modified or terminated by written agreement of the parties or otherwise as provided herein, unless otherwise agreed, Buyer shall pay and be liable for modification or termination charges including (if applicable) without limitation, the following: (a) the price of any and all Equipment the manufacture of which by Seller is or was either completed or in process at the time of such written agreement or termination, plus (b) any and all expenditures made or incurred by Seller (including, without limitation, any such expenditures or liabilities for raw materials, components, labor, engineering and start-up expenses) in connection with the entire Sales Agreement (including, without limitation, the uncompleted or modified portion if Buyer’s order in connection therewith), plus (c) a reasonable estimated profit.

18. DELAYS AND DAMAGES – FORCE MAJEURE.

    (a) In the event of delays in the performance of the obligations hereunder or damages due to conditions beyond Seller’s reasonable control, including, but not limited to acts of God, acts of Buyer, or Buyer’s customer or other contractors employed by Buyer, acts of civil or military authority, governmental restrictions, prohibitions and regulations, priorities, fire, storms, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation, car shortages, or Buyer’s inability to obtain necessary labor, materials, or manufacturing facilities, the Contract dates shall be extended by an equitable period of time and Seller shall be entitled to an equitable adjustment in the Contract price. (b) Acceptance of the equipment by Buyer shall constitute a waiver of all claims for damages. (c) Seller’s shipping dates are approximate. Seller’s performance is predicated on certain performance of Buyer and Seller is not responsible for loss or damage arising from delays caused by Buyer’s inability to act, failure to perform, or failure to provide complete and/or accurate information. (d) This Section shall in no event be construed to relieve Buyer from the obligation to pay for goods shipped by Seller.

19. REMEDIES:

    No remedy of Seller provided herein shall be exclusive of any other remedy of Seller provided herein or allowed by law. Seller’s liabilities and Buyer’s remedies are limited to those contained in the Sale Agreement.

20. ASSIGNMENT:

    No rights, benefits or duties under the Sales Agreement, including the benefits of the warranty contained in Section 8 hereof, shall be assignable by Buyer without the prior written consent of Seller.

21. VENUE.

    THE EXCLUSIVE VENUE FOR ANY LEGAL PROCEEDINGS INVOLVING THE INTERPRETATION OR ENFORCEMENT OF THE SALES AGREEMENT OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE THE CIRCUIT COURT FOR BROWN COUNTY, WISCONSIN. BUYER WAIVES ALL CLAIMS OF LACK OF PERSONAL JURISDICTION BY SUCH COURT OVER BUYER, ANY RIGHT TO REMOVE ANY SUCH PROCEEDING TO FEDERAL COURT AND ALL CLAIMS OF FORUM NON CONVENIENS.

22. LIMITATION OF ACTIONS.

    The parties hereto covenant and agree that if either acquires any right or rights to bring any action, suit or proceeding against the other for or as a result of any breach of this Agreement, except for non-payment of the purchase price, the party acquiring such right or rights shall be conclusively deemed to have waived and relinquished the same unless such action, suit or proceeding is commenced within one year after such right or rights arose.

23. HEADINGS.

    Headings and captions set forth herein are for convenience or reference only and are not intended to, nor do they, alter the meaning, content or enforceability of any Article hereof.

24. SEVERABILITY.

    If any provision of this document is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions will not be affected and, in lieu of such illegal, invalid, or unenforceable provision, there will be added as part of this document one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law.

25. OTHER CONTRACTORS.

    Seller has no duty or authority to direct, supervise or oversee any contractors of Buyer or to provide the means, methods or sequence of their work or to stop their work. Seller’s services and/or presence at a site shall not relieve others of their responsibility to Buyer or to others. Seller shall not be liable for the failure of Buyer’s contractors or others to fulfill their responsibilities, and Buyer agrees to indemnify, hold harmless and defend Seller against all claims arising out of such failures.

26. DISPUTES.

    If a dispute arises hereunder, the parties will confer and attempt to amicably resolve the dispute. If after good faith negotiation, the parties cannot reach agreement, then the matter will be finally resolved in a court having jurisdiction and venue located within the County of Brown, State of Wisconsin.

27. COLLECTION COSTS AND ATTORNEY FEES.

    If Seller hires the services of any third party, including any collection agency or attorney, to collect any sums Buyer has failed to pay as required according to these terms and conditions, Buyer shall reimburse Seller for all costs and fees, including actual attorney fees charged by every such third party in relation to such collection efforts, whether the same have been incurred before the initiation of legal proceedings, during such proceedings or after the entry of a judgment or award.

28. EXPORT CONTROL.

    The Buyer shall not (a) export, re-export or transfer any Equipment without first obtaining any licenses and authorizations required under applicable Export Regulations, (b) export, re-export or transfer any parts, or authorize or permit any third party to export, re-export or transfer any Equipment to a country that is subject to comprehensive sanctions or embargoes imposed the United Nations, the United States, the UK or the European Union, including the Democratic People’s Republic of Korea (North Korea), Cuba, the region of Crimea, Iran, and Syria, or to any customer or end-user that is subject to sanctions or other export prohibitions or restrictions under applicable Export Regulations or (c) use the Equipment in connection with the development or production of chemical, biological or nuclear weapons or their delivery systems. Buyer agrees to indemnify Seller against any liability caused by reason of Buyer’s failure to comply with the foregoing.

29. BONDS.

    If Seller agrees in writing to furnish any bond or bonds on account of the execution or fulfillment of this Contract, then the cost will be added to the quoted price. The penal sum of any bond or bonds furnished by the Seller in connection with this Contract shall be automatically reduced to 5% of the initial Contract value upon the date Buyer is able to begin deriving benefit from the work or 3 months after the date Seller notifies Buyer of its readiness to ship equipment, whichever occurs earlier. Buyer agrees to execute any acknowledgement or furnish documents required to affect this reduction.

30. ENTIRE AGREEMENT; CONTRACT INTERPRETATION: GOVERNING LAW.

    All communications, written and verbal, between the parties with reference to the subject of this Sales Agreement prior to the date of acceptance are merged herein, and this Proposal or Order Confirmation, when duly accepted and approved, shall constitute the sole and entire agreement and Sales Agreement between the parties. No change in or modifications of said Sales Agreement shall be binding upon the parties or either of them, unless the changes or modifications shall be duly accepted in writing by both parties. Unless Seller expressly agrees to the contrary in writing, these Standard Terms and Conditions of Sale (including statements made in the Proposal or Order Confirmation) shall govern any conflict with any in Buyer’s documents. Any contract resulting from this Proposal or Order Confirmation shall be construed, governed and enforced in accordance with the laws of the State of Wisconsin, exclusive of the choice of law rules thereof. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Contract.

31. CANADA.

    For Customers in Canada, the following additional terms shall apply: Les Parties confirment que le Contrat et tous les documents connexes sont et seront en langue anglais. (Translation: “The Parties confirm that the Contract and all related documentation are and will be in the English language.”

    Version 1.1.; 01/29/2025

EMTRO LLC dba EMT International – Purchase Order Terms & Conditions

Version 1.0; 03/26/2025

EMTRO, LLC dba EMT INTERNATIONAL- PURCHASE ORDER TERMS & CONDITIONS

ACCEPTANCE:
This order is Buyer’s offer to purchase the goods and/or services described on the face of the order from Seller. Buyer’s placement of this order with Seller is expressly conditioned upon Seller’s acceptance of all of the terms and conditions of purchase contained on or attached to this order. Any additional or different terms or conditions which may appear in any communication from Seller are hereby expressly objected to and shall not be effective or binding unless specifically agreed to in writing by Buyer’s Purchasing Department or Authorized personnel, and no such additional or different terms or conditions in any printed form of Seller shall become part of this contract despite Buyer’s acceptance of goods or services, unless such acceptance specifically recognizes and assents to their inclusions. Any objection by Seller to the terms and conditions hereof shall be ineffective unless Buyer is advised in writing thereof within ten days of the date of this order. Seller accepts this order and forms a contract by shipment of any goods or performance of any work/services under this order.

REJECTION:
All goods purchased hereunder are subject to Buyer’s inspection and approval. Goods rejected by Buyer for whatever reason shall be held, transported and/or stored at Seller’s sole expense. Seller shall promptly reimburse Buyer for any such expenses.

CANCELLATION:
Buyer reserves the right to cancel all or any part of this order if shipment is not made as specified, or at any time for its sole convenience. Buyer may terminate all or part of this order in the event of any breach by Seller under this order.

PACKING LIST:
Packing List must be furnished with each shipment which contains the following; EMT purchase order, line number, release number, EMT part number, quantity, manufacturer & manufacturer part number, packing list number, RoHS status, and country of origin Failure to comply may result in payment delays to your company.

IDENTIFICATION:
All invoices, packages, shipping notices, instruction manuals and other written documents affecting this order shall contain the applicable order number. Packing lists shall be enclosed in each box or package shipped pursuant to this order, indicating the contents therein. Invoices will not be processed for payment until all items invoiced are received.

WARRANTY:
Seller warrants goods supplied and work or services performed under this order conform to specifications herein and are MERCHANTABLE and fit for the particular purposes for which goods are ordinarily employed. Seller further warrants to the Buyer and to any third party ultimately using any item whether such third party is a customer of Buyer or not, that all items delivered under this order will be free from defects in material and workmanship and will conform to applicable specifications, drawings, samples and descriptions. If Seller is responsible for design of items, Seller warrants that all items delivered under this order will be suitable for use by Buyer, including installation by Buyer in its ultimate products. Buyer’s written approval of designs furnished by Seller shall not relieve Seller of its obligations under this warranty. Seller shall be liable for all damages both to Buyer and its customers incurred as a result of any defect or breach of warranty in any time covered by this order. The forgoing express warranties shall be in addition to any warranty customarily made by Seller of its product and any implied warranties and shall be construed as conditions as well as warranties. SELLER’S WARRANTY SHALL EXTEND FOR A PERIOD OF 12 MONTHS AFTER THE ITEM IS DELIVERED AND ACCEPTED BY BUYER AND APPLIED TO ITS INTENDED USE. Where Buyer incorporates that item into a product of Buyer’s to be delivered to its customer, Seller’s obligation under this clause shall be for the benefit of Buyer’s customer and shall extend to one year after application of the item to its intended use. The warranties represented and covenants of parties hereto shall survive the delivery of the goods or completion of the work or services provided and be fully enforceable thereafter. Seller’s warranty hereunder is part consideration for this order; any payment by Buyer hereunder is conditional upon this warranty remaining in effect; and no modification or other change of this warranty shall be valid unless evidenced by Buyer’s written change order.

TOOLING:
By acceptance of a tooling purchase order, SELLER agrees that EMT International is the sole, undisputed owner of the design and tooling of all product(s). All new tooling becomes the property of EMT International and is to be maintained by SELLER. EMT International retains title to all tooling and is entitled to possession upon demand. EMT International does not grant security interests or liens against its tooling, and will not authorize any withdrawal charges of the tooling of any type. Normal maintenance and repair of the tooling will be the responsibility of the SELLER.

PRICES:
If price is not stated on this purchase order, it is agreed that the goods or services shall be billed at the price last quoted, or paid by a customer of seller, or the prevailing market price, whichever is lower.

LIENS, CLAIMS AND ENCUMBRANCES:
Seller warrants and represents that all goods will, when delivered hereunder, be free and clear of all liens, claims or encumbrances of every kind. Title and risk of loss shall pass upon delivery of the goods.

INFRINGEMENTS; COMPLIANCE WITH LAWS:
Seller warrants that Buyer’s purchase, installation, and/or use of the goods covered hereby will not result in any claim of infringement, or actual infringement of any patent, trademark, copyright, franchise, or other intellectual property right. Seller warrants that the goods/services provided, and Seller’s performance under this order, shall be in compliance with all applicable laws. Seller shall indemnify and hold Buyer harmless from and against all claims, losses, expenses, damages, causes of action and liabilities of every kind and nature, including without limitation reasonable attorneys’ fees (without waiver of Seller’s obligation to indemnify Buyer hereunder), arising from or out of any breach of the foregoing warranties.

SHIPPING INSTRUCTIONS:
All goods are to be shipped freight collect, DDP destination, unless otherwise stated on purchase order. Buyer reserves the right to reject C.O.D. shipments, unless approved and specified on purchase order. Seller shall not insure the goods for Buyer’s account during shipment except upon Buyer’s written request, or where the shipping mode is parcel post. Time is of the essence under this order.

Important notes for suppliers are listed on purchase order; please read and follow. Failure to do so may result in penalties.

EMTRO LLC dba EMT International END USER LICENSE AGREEMENT (EULA)

Version 1.0; 03/28/2024

END USER LICENSE AGREEMENT (EULA)


This end user software license agreement (the “Agreement” or the “EULA”) is a legal agreement between You, as Licensee, and EMTRO LLC dba EMT International (“EMT”), as Licensor, covering the software identified below (“Software”):


Description Use Owner Agreement Location
PLC Runtime Code Machine runtime application EMT Proprietary https://emtinternational.com/terms-conditions/
Cogenx DataMan Software Barcode Troubleshooting Software 3rd Party https://www.cognex.com/privacy-policy
EWON eCatcher Remote connectivity software 3rd Party https://www.ewon.biz/terms-of-use/ecatcher
B&R Developer and troubleshooting tools 3rd Party https://www.br-automation.com/en-us/service/end-user-license-agreement-eula/
Bosch Rexroth Developer and troubleshooting tools 3rd Party https://www.boschrexroth.com/en/us/terms-and-conditions/?optly_variant=version

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE. NOTE: EMT WILL NOT TRANSMIT THIS END USER LICENSE AGREEMENT TO YOU. IT IS YOUR RESPONSIBILITY TO OBTAIN COPIES OF THIS END USER LICENSE AGREEMENT FROM EMT’S WEBSITE SPECIFIED ON THE EMT PROPOSAL OR ORDER CONFIRMATION.

1. DEFINITIONS.

    “Software.” The term “Software” includes application software, firmware, operating systems, drivers, and any other types of applications and software, and may include associated media, printed materials, and online or electronic documentation and any associated user documentation. The term “Software” also includes applicable third party software.

2. LICENSE GRANTS AND RESTRICTIONS.

    If the law of any country where you intend to use the Software prohibits you from downloading or using our Software because EMT products are not allowed in this country including applicable rules that govern the export or import of Software, you shall not use it.

    You will at any and all times meet with your obligations hereunder, and you will use the Software solely as intended and for lawful purposes. If you are interested in doing anything else than permitted under this Agreement, You will have to obtain EMT’s prior written consent and explicitly agree upon any further terms.

    Subject to the terms of this Agreement, EMT hereby grants you a limited, personal, non-exclusive, non-sub licensable, non-assignable, free of charge license to download, install and use the Software as installed in EMT equipment, for the sole purpose of using with EMT equipment.

    You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Software or any part thereof.

    You agree not to (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software in any way; (b) reverse engineer the Software in order to (i) build a competitive product, (ii) build a product using similar ideas, features, functions or graphics of the Software, or (c) copy any ideas, features, functions or graphics of the Software. The Software may be incorporated into, and may incorporate itself, Software and other technology owned and controlled by third parties. Any such third-party software or technology that is incorporated in the Software falls under the scope of this Agreement.

3. OWNERSHIP; COPYRIGHT; INTELLECTIUAL PROPERTY; PRIVACY AND SECURITY.

    EMT (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights in the Software, the Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Software. This Agreement does not convey to you any rights of ownership in or related to the Software or the Intellectual Property Rights owned by EMT. The EMT name, the EMT logo, and the product names associated with the Software are trademarks of EMT or third parties, and no right or license is granted to use them.

    EMT is committed to respecting your privacy and the confidentiality of your personal data.

4. RESTRICTIONS ON APLLICATION AND USE

    Storage. You may copy the Software into the local memory or storage device of the EMT Product.

    Copying. You may make archival or back-up copies of the Software, provided the copy contains all of the original Software’s proprietary notices and that it is used only for back-up purposes.

    Reservation of Rights. To the maximum extent permitted by applicable law, EMT and its suppliers reserve all rights not expressly granted to you in this EULA.

    Freeware. Notwithstanding the terms and conditions of this EULA, all or any portion of the Software which constitutes non-proprietary EMT software or software provided under public license by third parties (“Freeware”), is licensed to You subject to the terms and conditions of the software license agreement accompanying such Freeware whether in the form of a discrete agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the Freeware by You shall be governed entirely by the terms and conditions of such license.

    Recovery Solution. Any software recovery solution provided with/for your EMT equipment, whether in the form of a hard disk drive-based solution, an external media-based recovery solution (e.g. CD or DVD) or an equivalent solution delivered in any other form, may only be used for restoring the hard disk of the EMT Product with/for which the recovery solution was originally purchased. The use of any third-party operating system software contained in such recovery solution shall be governed by the third-party License Agreement.

    Source Code. EMT will not provide the source code to the application(s). Modifications and troubleshooting shall be requested and performed by EMT.

    Limitation on Reverse Engineering. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that the right to do so is mandated under applicable law notwithstanding this limitation or it is expressly provided for in this EULA.

    No User Support. No user support or maintenance is provided as part of this Agreement.

    User Setup Parameters. EMT will not retain or back up user defined data such as recipe, user accounts, jobs, etc. This is the responsibility of the end user.

5. UPDATES.

    EMT, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to all software. EMT will not accept any liability in relation to the direct or indirect damages caused by the release and/or the absence of release of new versions of the Software.

    To use Software identified as an upgrade, you must first be licensed for the original Software identified by EMT as eligible for the upgrade. After upgrading, you may no longer use the original Software that formed the basis for your upgrade eligibility as separate Software.

    This EULA applies to updates or supplements to the original Software provided by EMT unless EMT provides other terms along with the update or supplement. In case of a conflict between such terms, the other terms will prevail.

    You agree on demand to indemnify, defend and hold EMT, its affiliates, distributors and staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the Software.

6. TRANSFER.

    Restrictions. You may not rent, lease, or lend the Software or use the Software for commercial timesharing or bureau use. You may not sublicense, assign, or transfer the license or Software except as expressly provided in this EULA.

7. PROPRIETARY RIGHTS.

    All intellectual property rights in the Software and user documentation are owned by EMT or its suppliers and are protected by law, including but not limited to United States copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. You shall not remove any product identification, copyright notices, or proprietary restrictions from the Software.

8. TERMINATION.

    Without limiting other remedies, EMT may limit, suspend, or terminate this license and your use of the Software. With immediate effect, if EMT believes that you are in breach of this Agreement, creating problems, legal liabilities (actual or potential), acting inconsistently with the letter or spirit of EMT policies, which can be found at https://emtinternational.com/terms-conditions/, infringing someone else’s intellectual property rights, engaging in fraudulent or illegal activities, or for other similar reasons.

    Upon termination of this Agreement, all licenses and rights to use the Software shall immediately terminate. Once the Agreement is terminated, You must immediately cease using the Software and delete all the Software and associated materials already copied or installed in the EMT Equipment.

    EMT will not be liable in respect of any damage caused by the termination of this Agreement.

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

    THE SOFTWARE IS PROVIDED AS IS WITH ALL FAULT AND WITH NO WARRANTIES WHATSOEVER; EMT DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR A PARTICULAR PURPOSE.

    SUBJECT TO LOCAL LAW, NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR, THE ENTIRE LIABILITY OF EMT AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU SEPARATELY FOR THE SOFTWARE OR U.S. $5.00. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EMT OR ITS SUPPLIERS BE LIABLE FOR (A) ANY LOSS OF PROFITS, BUSINESS, REVENUE, ANTICIPATED SAVINGS, GOODWILL, DATA, OR CONTRACTS, (B) ANY TYPE OF SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, (C) BUSINESS INTERRUPTION, (D) PERSONAL INJURY, OR (E) LOSS OF PRIVACY, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IF EMT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
    As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to you. In such event the liability will be limited as far as legally possible under the applicable legislation.

10. THIRD PARTY SOFTWARE.

    To the extent any Software licensed from third parties, including open source software, (collectively, “Third Party Software”) is provided with or incorporated into the Software, You will comply with the terms and conditions of the applicable third party license associated with the Third Party Software, in addition to the terms and restrictions contained in this Agreement. All relevant licenses for the Third Party Software are provided at https://emtinternational.com/terms-conditions/. By using the Third Party Software, You are also agreeing to be bound to the terms of such Third Party Software licenses.
    EMT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY SOFTWARE. ALL THIRD PARTY SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND. IN NO EVENT WILL EMT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE THIRD PARTY SOFTWARE, EVEN IF EMT HAS BEEN ADVISED OF THE POSSSIBILTY OF SUCH DAMAGES OR LOSSES.

11. CONFIDENTIALITY

    You acknowledge that the ideas, methods, techniques, and expressions thereof contained in the Software (collectively, “EMT Confidential Information”) constitute confidential and proprietary information of EMT, the unauthorized use or disclosure of which would be damaging to EMT. You agree to hold the Software and EMT Confidential Information in strictest confidence, disclosing information only to permitted individual employees who are required to have access in order to perform under this Agreement and to use such information only for the purposes authorized by this Agreement.

    You are responsible for and agree to take all reasonable precautions, by instruction, agreement or otherwise, to ensure that your employees who are required to have access to such information in order to perform under this Agreement, are informed that the Software and EMT Confidential Information are confidential proprietary information belonging to EMT and to ensure that they make no unauthorized use or disclosure of such information.

    You may disclose EMT Confidential Information if you are required to do so pursuant to a governmental agency, a court of law or to any other competent authority so long as you provide EMT with written notice of such request prior to such disclosure and cooperate with JCI to obtain a protective order.

    Prior to disposing of any media reflecting or on which is stored or placed any Software, you will ensure any Software contained on the media has been securely erased or otherwise destroyed. You recognize and agree a remedy at law for damages will not be adequate to fully compensate EMT for the breach of this Agreement. Therefore, EMT will be entitled to temporary injunctive relief against you without the necessity of proving actual damages and without posting bond or other security. Injunctive relief will in no way limit any other remedies EMT may have as a result of breach by You of the foregoing Sections or any other provision of this Agreement.

12. GENERAL LEGAL PROVISIONS.

    Modification. EMT reserves the right to modify this Agreement at any time by publishing the revised Agreement on the EMT website at https://emtinternational.com/terms-conditions/.

    No Agency. This Agreement does not create or imply any relationship in agency or partnership between EMT and You.

    Effective Date. The revised Agreement shall become effective within thirty (30) days of such publication or provision to You. Your express acceptance or your continued use of the Software after expiry of the notice period of thirty (30) days, shall constitute your acceptance to be bound by the terms and conditions of the revised Agreement.

    Entire Agreement. The terms and conditions of this Agreement constitute the entire License agreement between you and EMT with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

    Severability. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.

    No Waiver. If EMT does not take action against all breaches of these Agreement, it does not mean that is waives its right at a later time to enforce the same.

    Assignment. You are not allowed to assign this Agreement or any rights hereunder. EMT is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.

    Export Control. You shall not (a) export, re-export or transfer any Software without first obtaining any licenses and authorizations required under applicable Export Regulations, (b) export, re-export or transfer any Software, or authorize or permit any third party to export, re-export or transfer any Software to a country that is subject to comprehensive sanctions or embargoes imposed the United Nations, the United States, the UK or the European Union, including the Democratic People’s Republic of Korea (North Korea), Cuba, the region of Crimea, Iran, and Syria, or to any customer or end-user that is subject to sanctions or other export prohibitions or restrictions under applicable Export Regulations or (c) use the Software in connection with the development or production of chemical, biological or nuclear weapons or their delivery systems. You agrees to indemnify EMT against any liability caused by reason of Your failure to comply with the foregoing.

    Canada. For users of EMT Software in Canada, the following additional terms shall apply: Les Parties confirment que le Contrat et tous les documents connexes sont et seront en langue anglais. (Translation: “The Parties confirm that the Contract and all related documentation are and will be in the English language.”

    Electronic Acceptance. This Agreement may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and your acceptance will be deemed binding between the parties. Neither party may contest the validity or enforceability of this Agreement, including under any applicable statute of frauds, because it was accepted or signed in electronic form. Electronically maintained records when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records

    Questions? If You have any questions about this EULA or EMT Software installed in EMT equipment, contact EMT by email at sales@emtinternational.com.


    Version 1.0; 03/28/24

Service Plan Terms And Conditions

Version A; 01/16/2023

General terms and conditions of EMT International for the worldwide provision of maintenance and related services


1. SCOPE

    These Terms and Conditions together with the service plan information on the preceding pages and the attached Services Proposal are an integral part of all maintenance agreements between EMTRO LLC (hereinafter referred to as “EMT/Rotocontrol”) and the Customer. These Terms and Conditions cover the EMT/Rotocontrol products specified in this agreement and the provision of support and maintenance with respect thereto. These Terms and Conditions supersede all previous agreements, representations and statements relating to the subject hereof.

2. TERM

    The service plan contract is valid for the term as shown in the Services Proposal. EMT/Rotocontrol reserves the right to terminate the contract at any time, without liability to the Customer, if

      a) Any EMT/Rotocontrol product to which it relates has been altered without the consent of EMT/Rotocontrol

      b) The Customer has breached any part of this Service Agreement

      c) The Customer does not make payments for the Services as specified in the Service Agreement.

3. PAYMENTS

    EMT/Rotocontrol’s standard payment terms are net thirty (30) days from the date of invoice unless otherwise amended in writing. Payments not made when due are subject to a late payment service charge at a rate of 18% per annum or the maximum rate permitted by law, whichever is lower. Customer must notify EMT/Rotocontrol in writing within twenty (20) days of invoice date of any disputed items. If the financial condition of Customer at any time is such as to give EMT/Rotocontrol, in its judgment, reasonable grounds for insecurity concerning Customer’s ability to perform its obligations hereunder, EMT/Rotocontrol may require full or partial payment in advance or may suspend any further deliveries or continuance of the work to be performed by EMT/Rotocontrol until such payment has been received. Failure to furnish such payment within ten (10) days of demand by EMT/Rotocontrol shall constitute a repudiation of the Agreement, and in such event EMT/Rotocontrol shall be entitled to cancellation charges. In the event of bankruptcy or insolvency of Customer or in the event any proceeding is brought by or against Customer under the bankruptcy or insolvency laws, EMT/Rotocontrol shall be entitled to cancel any order outstanding at any time during the period allowed for filing claims against the estate and shall receive cancelation charges.

4. MAINTENANCE SERVICES

    Where the agreement includes Preventative Maintenance (PM) visits conducted by EMT/Rotocontrol, routine preventive maintenance will be carried out with a view to maintaining the Equipment in satisfactory operating condition as determined by EMT/Rotocontrol on the machines listed in the Service Agreement during the period after the Warranty period specified in the original sales agreement. Preventative Maintenance consists of carrying out routine observation and adjustments to keep the Equipment operational. A report will be provided after the visit with recommendations for repair and parts. Parts are not included as part of the service contract and must be purchased separately. PM visit shall not include making specification changes, providing supplies or accessories, installing, moving or removing Equipment or accessories, performing electrical work external to the Equipment or overhauling. Defects outside of the PM may be reviewed during the PM trip but may incur additional costs if parts are required, the trip is extended, or engineering support is required. These should be brought to EMT/Rotocontrol’s attention during the planning of the PM trip.

5. TRAINING

    If Training is included in the Services Agreement EMT/Rotocontrol shall undertake to train the operating personnel of the Customer as a group within the scope of the regular maintenance visit. Unless otherwise agreed by the Parties, the maximum group size shall be 3 persons. The content of the training includes the basics of operating the Customer’s Facilities, setting up a paper run, accident prevention, fault handling, and carrying out maintenance and cleaning work. Depending on the group composition, the training courses are either initial training courses or refresher and in-depth training courses. The duration of the training depends on the knowledge of the persons to be trained and the content to be taught.

6. PHONE SUPPORT/ REPAIR

    When services are required for phone support or to request for a repair, the below contact methods shall be used to initiate a request for service.

      EMT/Rotocontrol – Americas Customer Service 780 Centerline Drive Hobart, WI 54155 Service: +1 (866) 317-8629 Tservices@emtinternational.com Normal business hours: 0800 and 1630 hours, Monday to Friday Central Time

      Rotocontrol Germany Customer Service Jacobsrade 71 | D-22962, Siek Germany Service Phone: +49 4107 3149 600 Service@Rotocontrol.com Normal business hours: 0800 and 1630 hours, Monday to Friday Central European Standard Time

    If included in your service package, after hours, weekends, and holidays calls use the call number for EMT. The call will first be routed to an attendant who will ask for the serial number of machine, company name, contact name, contact number and a brief description of issue. The attendant with then contact the appropriate service team member and relay this information. EMT/Rotocontrol will make a best effort to return the call to the customer within 30 minutes of receiving the call from the attendant to begin the troubleshooting process.

7. CUSTOMER OBLIGATIONS UNDER THE CONTRACT

    a. The Customer shall pay EMT/Rotocontrol for the services according to the Terms and Conditions of this agreement.

    b. The Customer must ensure that EMT/Rotocontrol service technicians have full and free access to the machines to provide the necessary service, including adequate working space and access to heat, light, ventilation and power. Failure to provide this on the agreed service date will result in a service call-out charge.

    c. The Customer must keep the machine(s) in an environment consistent with the recommendations of the EMT/Rotocontrol documentation.

    d. The Customer will operate the equipment according to the instructions provided by EMT/Rotocontrol and the EMT/Rotocontrol documentation.

    e. No moving of equipment or physical alterations* may be carried out except by EMT/Rotocontrol or with EMT/Rotocontrol’s written consent. Any repairs must be carried out by a EMT/Rotocontrol certified operator.

    f. The Customer is responsible for the cleaning of the Equipment in accordance with the operator instructions.

    g. The Customer shall keep an EMT/Rotocontrol trained operator employed for the duration of the Service Agreement. When accessing EMT/Rotocontrol Technical Support, it is the Customer’s obligation to ensure they have sufficient training and technical knowledge to be able to act upon the advice that is subsequently provided.

    h. The Customer is responsible to employ appropriate Health and Safety procedures for users of the Equipment and any Customer persons carrying out repairs with or without EMT/Rotocontrol guidance.

    i. The Customer will only use in the Equipment, supplies or other components, including consumables*, that are supplied by EMT/Rotocontrol.

    In the event that the Customer fails to adhere to its obligations set out in clause 7 EMT/Rotocontrol may terminate the Service Agreement without any liability to the Customer and be immediately relieved of its obligations in relation to the Service Agreement.

8. EXCLUSIONS FROM THE CONTRACT

    a. Any work not explicitly included in the scope of the relevant Service Agreement put in place with the Customer will be quoted and chargeable at the then current EMT/Rotocontrol rate.

    b. The cost of any parts that are not included in scope of the relevant Service Agreement put in place with the Customer will be charged at the current EMT/Rotocontrol rate. The Customer will need to provide any consumables, that the EMT/Rotocontrol technician may require during the service visits.

9. CONTACTS IN THE CUSTOMER’S ORGANIZATION WITH WHOM WE WILL DEAL

    Unless the customer stipulates otherwise, we will contact the person named in the Service Agreement to coordinate activities on site. EMT/Rotocontrol’s service technician will provide the contact person with a written report on the work that has been carried out within one week of leaving site.

10. WHEN WE WILL CARRY OUT THE PREVENTATIVE AND CORRECTIVE MAINTENANCE VISITS

    We will carry out the preventative maintenance and corrective maintenance visits between 0800 and 1700 hours, Monday to Friday, excluding public holidays.

11. WARRANTY AND LIABILITY

    a. EMT/Rotocontrol warrants that it will carry out the services with reasonable care and skill. If EMT/Rotocontrol is shown to be in breach of this warranty in respect of particular services, it shall at its option and cost either re-provide those services or refund any sums already paid in respect of those services. All representations, warranties and conditions implied by trade custom, statute, common law or otherwise are excluded to the fullest extent permitted by law.

    b. This warranty does not extend to claims that result, in EMT/Rotocontrol’s judgment, from misuse, negligence, neglect, improper installation or maintenance, alterations or repairs performed by personnel not employed, trained or certified by EMT/Rotocontrol, or operation using printer supplies or other components (including consumables* and components not supplied by EMT/Rotocontrol) which do not conform to, or are used in a manner inconsistent with, the product design.

    c. EMT/Rotocontrol’s liability for any claim of any kind, including negligence or breach of warranty, for any loss or damage resulting from, arising out of or connected with any contract arising hereunder, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any products or software covered hereby or provided hereunder, shall in no case exceed the purchase price theretofore paid by Customer to EMT/Rotocontrol with respect to the products or software, or the amount theretofore paid for the services, that give rise to the claim. In any event, liability for special, incidental or consequential damages, including lost profits, is expressly excluded.

    d. If notwithstanding the provisions of these conditions EMT/Rotocontrol is found liable for any loss suffered by the customer arising in any way out of or in connection with the Service Agreement or the supply of any services, that liability shall in no event exceed the price paid for such services.

    e. Except for the above warranty, EMT/Rotocontrol makes no warranty of any kind, express or implied, by operation or law or otherwise, including but not limited to any express or implied warranty as to merchantability or fitness for a particular purpose. In addition, EMT/Rotocontrol shall not be liable on any claim under the warranty unless EMT/Rotocontrol shall have received notice of such claim from Customer within thirty (30) days of Customer discovering the facts giving rise to such claim.

12. GENERAL

    This document and any agreement arising here- from shall be construed, interpreted, and governed in all respects by the laws of the State of Wisconsin and shall be construed to be between merchants. EMT/Rotocontrol will comply with all applicable Federal, State, and local laws necessary to be complied within connection herewith and specifically represents that any products to be delivered hereunder will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended. EMT/Rotocontrol will comply with all provisions required to be inserted in Customer’s purchase orders in accordance with the terms of any applicable Federal statute. Any assignment hereof by Customer without the written consent of EMT/Rotocontrol shall be void.

    If the equipment under this contract is upgraded to another EMT/Rotocontrol equipment during the course of the Term, then EMT/Rotocontrol will apply unused portion of the existing contract to the contract on the new equipment. Depending on the equipment purchased, pricing for the contract on the new equipment will need to be adjusted.

    Version A; 01/16/2023