Terms & Conditions
Controlling Provisions: The terms and conditions contained herein (the “Terms and Conditions”) shall supersede any provisions, terms, and conditions contained on any purchase order or other written form any direct customer (“Consumer”) may use or provide (whether received by S.J. Electro Systems, Inc. or any of its subsidiaries or affiliates (collectively, “SJE-Rhombus”) prior or subsequent to the date hereof), and the rights of the parties shall be governed exclusively by the Terms and Conditions as described herein. SJE-Rhombus sells certain services, products, replacement parts and related software (collectively, the "Goods"). The purchase of the Goods is governed by the Terms and Conditions. Any communication by Consumer to SJE-Rhombus to purchase goods will be treated by SJE-Rhombus as a request to purchase the Goods. The response, however communicated, will be understood by all parties as an agreement by SJE-Rhombus to sell to Consumer the requested Goods pursuant to the Terms and Conditions. SJE-Rhombus specifically opposes any terms or conditions that are in addition to or different from the Terms and Conditions, unless specifically agreed to in each instance in writing by SJE-Rhombus.
Quotations and Acceptance: Acceptance of a quotation, whether by a separate purchase order or by other means, shall constitute an acknowledgement and approval of the quotation as written and an acceptance of the Terms and Conditions. Written quotations shall expire on the date specified in the quotation or, in the absence of such specification, thirty (30) calendar days from the date issued. SJE-Rhombus may, by written notice, terminate a quotation at any time prior to acceptance. Any purchase order received after expiration of a quotation, which SJE-Rhombus honors, shall be subject to the Terms and Conditions. New orders are confirmed at the time of receipt. This confirmation will state the model or part number(s) and quantity being ordered, product pricing, ship to and bill to locations, method of payment and anticipated ship date. In the event of any questions regarding such order confirmation, Consumer should contact SJE-Rhombus Customer Service at 218-847-1317 or toll free at 888-342-5753.
Submittal Drawings: Submittal of drawings for approval, if required, will be made after receipt of complete information, as described above, from Consumer. The quantity of the submittal drawing sets will be specified in the contract documents. Additional sets will be supplied by SJE-Rhombus for $300.00 per set. Consumer must return to SJE-Rhombus two (2) final approved drawing sets; such return shall constitute notice to SJE-Rhombus of final acceptance by Consumer of such drawing sets and binding indication to SJE-Rhombus to proceed with manufacturing. If Consumer’s order is conditioned upon “engineer approval”, Consumer must also provide written notification of such approval to SJE-Rhombus with such drawing sets in the form required pursuant to the submittal.
Intellectual Property: All devices, patents, designs (including drawings, plans and specifications), software existing or to be developed, estimates, prices, notes, memos, summaries, electronic data and other documents or information prepared or disclosed by SJE-Rhombus shall remain the sole intellectual property of SJE-Rhombus. Following acceptance and final payment, SJE-Rhombus shall grant to Consumer a non-transferable, non-exclusive license for use and sale of the Goods.
Force Majeure: SJE-Rhombus shall not be liable or responsible to Consumer, nor be deemed to have defaulted under or breached any agreement with Consumer, for any failure or delay in fulfilling or performing any term of any agreement with Consumer, when and to the extent such failure or delay is caused by or results (directly or indirectly) from acts beyond SJE-Rhombus’ reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest: (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of any subject agreement between SJE-Rhombus and Consumer; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial services; or (i) any other cause beyond the reasonable control of SJE-Rhombus.
Prices and Taxes: All prices are FOB shipping point. All prices are subject to any commercially reasonable additions that may be necessary to cover any duties, taxes or charges. All prices are in U.S. Dollars. Prices may be subject to change without notice.
Shipping Policy: Standard catalog items, depending on volume and options, are normally shipped within four (4) business days from receipt of order. Quick Ship products (as listed on SJE-Rhombus’ website, which list may be revised in whole or part, from time to time at SJE-Rhombus’ sole discretion) normally ship within one (1) business day from receipt of order (as inventory allows) at no additional charge. Standard lead time may apply to orders combining Quick Ship and non-Quick Ship products. SJE-Rhombus Build-A-Panel™ control panels ordered with multiple options and orders exceeding $10,000 may require up to ten (10) business days to ship. Large stocking panel orders or custom panel orders may require additional lead time of more than ten (10) business days.
Shipping and handling charges cover the transportation of the Goods from SJE-Rhombus’ warehouse to Consumer, unless otherwise specified. Standard shipping rates are assessed upon placement of order. SJE-Rhombus uses many methods of shipment including UPS shipping services but reserves the right to substitute carriers without notice. UPS next-day air, UPS second-day air, UPS three-day ground, UPS Express and UPS Expedited are services available to Consumer for expediting orders. Expedited orders will be shipped based on the method Consumer selects. These services may not be available for shipment into all countries.
Shipping weights listed on website are estimates only. The actual shipping weights may vary.
Credit Approval: The credit terms granted on each order are subject to SJE-Rhombus’ continuing approval of Consumer’s credit. SJE-Rhombus may withdraw the extension of credit and require modified payment terms if, in SJE-Rhombus’ sole judgment, Consumer’s credit or financial standing is impaired such that SJE-Rhombus in good faith deems payment insecure.
Title, Risk of Loss, Inspection of Equipment: Title and risk of loss to the Goods shall pass to Consumer upon delivery of the Goods to the respective delivery carrier. Consumer shall immediately inspect the Goods upon receipt and any damage must be noted on the delivery carrier’s bill of lading at time of receipt. SJE-Rhombus is not liable for any damages caused by shipping. SJE-Rhombus is not liable for any shortages or nonconformance unless notified by Consumer within two (2) business days of Consumer’s receipt of the Goods.
Return Policy: SJE-Rhombus will only accept Goods returned within one (1) year from the date of manufacture, un-used, and current production models. Returned Material Authorization (“RMA”) numbers must be assigned to any Goods Consumer wishes to return for credit. To obtain an RMA, Consumer must contact SJE-Rhombus Customer Service at 218-847-1317 or toll free at 888-342-5753. Consumer is responsible for payment of return shipping fees unless such returned Goods result from an SJE-Rhombus order processing error. Upon return, SJE-Rhombus shall reimburse Consumer for the return freight resulting from the return of Goods due to such SJE-Rhombus order processing error. In the event of any return in compliance with this paragraph, SJE-Rhombus will provide Consumer credit for the returned Goods and work to reship correct Goods to Consumer. SJE-Rhombus reserves the right to refuse acceptance of returned Goods after inspection.
Notwithstanding the foregoing (and so long as the return is not due to an order processing error of SJE-Rhombus), a restocking fee shall be charged to Consumer for returned Goods as follows:
Switches and alarms: 25% of net invoice price.
Controls Panels: Variable based on the number of options included, with a 40% of net invoice price minimum. Control panel models IFS7, IFS8, SGS, 113, 123, 114, 124, 314 and 324; panels including option "10A"; panels including any "non-catalog" options; Build-A-Panel™ PLUS control panels; obsolete panels; and panels more thanone (1) year from the date of manufacture cannot be returned for any reason.
Engineered Custom Panels: cannot be returned.
SJE-Rhombus reserves the right to adjust restocking fees at any time without notice.
Changes, Cancellations, Returns: All changes, cancellations, or returns must have SJE-Rhombus’ prior written approval and are conditional on compliance with manufacturer’s cancellation/return policies and subject to restocking fees described above and service charges. Authorized returns must be packaged and shipped prepaid to manufacturer as described above.
Payment: Consumer shall pay SJE-Rhombus the full purchase price as set forth in the respective order between SJE-Rhombus and Consumer. Unless otherwise agreed to in writing between SJE-Rhombus and Consumer, freight, storage, insurance, taxes, duties, and any governmental charges relating to the Goods shall be paid by Consumer. If SJE-Rhombus is required to pay any such charges, Consumer shall immediately reimburse SJE-Rhombus upon notice from SJE-Rhombus of same. All payments are due within approved credit terms. Consumer may be charged the lower of 1.5% interest per month or the maximum legal rate on all amounts not received by the due date described therein.
Installation and Use: Consumer will be solely responsible for the proper application, installation and service of the Goods. Installation instructions are supplied by SJE-Rhombus and must be followed.
Operations/Maintenance Manuals: Installation, maintenance and operation manuals will be furnished to Consumer in the number of copies specified at the time of quotation or order. If not specified, one (1) will be provided to Consumer at no added cost, with additional copies at $300.00 each.
Indemnification and Default: In addition to all other amounts due hereunder, Consumer shall reimburse SJE-Rhombus in full for all collection costs or charges, including reasonable attorney fees, which SJE-Rhombus may incur in the collection of any past due amounts from Consumer, including applicable interest on overdue accounts. If Consumer is in default under this or any other agreement with SJE-Rhombus, SJE-Rhombus may defer performance hereunder until such default is resolved. SJE-Rhombus shall have no obligation to provide factory startup assistance or factory training (when requested) until all invoices (including retentions) for equipment have been paid in full. Furthermore, SJE-Rhombus shall have no liability to Consumer to the extent Consumer damages, or any damages are suffered by, or claims are made against Consumer as a result of Consumer’s negligence, willful misconduct, misrepresentation of any Goods, or failure to utilize the Goods properly.
Security Interest: SJE-Rhombus shall retain a security interest in the Goods until the full purchase price has been paid. Consumer’s failure to pay any amounts due, including interest, shall give SJE-Rhombus the right to possession and removal of the Goods after providing ten (10) days written notice to Consumer. SJE-Rhombus’ taking of such possession shall be without prejudice to any other remedies SJE-Rhombus may have.
Warranty and Liability: Five-Year Limited Warranty Policy
(Effective for the Goods manufactured after January 1, 2014)
SJE-Rhombus warrants to Consumer that the Goods shall be free of manufacturing defects for five (5) years after the date of Consumer purchase. During the warranty period, Consumer’s exclusive remedy will be either repair or replacement, at the sole discretion of SJE-Rhombus and subject to the Terms and Conditions of any component which proves to be defective due to defective materials or workmanship of SJE-Rhombus.
THE FIVE-YEAR LIMITED WARRANTY DOES NOT APPLY TO:
SJE-RHOMBUS EXCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND SJE-RHOMBUS SHALL NOT, IN ANY MATTER, BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM A BREACH OF CONTRACT, BREACH OF WARRANTY (EXPRESS OR IMPLIED), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE.
Furthermore, this warranty shall not apply to: (a) damage due to any weather-related or other conditions beyond the control of SJE-Rhombus; (b) defects or malfunctions resulting from the Goods not installed, operated, or maintained in accordance with instructions provided, applicable local codes, ordinances, or accepted trade practices; (c) failures resulting from abuse, misuse, accident, or negligence; or (d) Goods repaired and/or modified without prior written authorization from SJE-Rhombus.
Some states do not allow limitations on implied warranty duration, as such, this limitation may not apply to Consumer. Some states do not allow the exclusion or limitation of incidental or consequential damages, as such, these limitations or exclusions may not apply to Consumer. The above-described warranty gives Consumer specific legal rights, and Consumer may also have other rights which vary from state to state.
ANY ELECTRICAL WIRING AND SERVICING OF THE GOODS MUST BE PERFORMED BY A LICENSED ELECTRICIAN. WARRANTY CLAIMS FOR GOODS WHICH WERE AT ANY TIME WIRED OR SERVICED BY ANYONE OTHER THAN A LICENSED ELECTRICIAN SHALL NOT BE HONORED IN WHOLE OR PART BY SJE-RHOMBUS.
TO OBTAIN WARRANTY SERVICE: Consumer shall assume all responsibility and expense for removal, reinstallation, and freight associated with any warranty service. Any Goods to be repaired or replaced under this warranty must be returned to SJE-Rhombus, or such place as designated by SJE-Rhombus. Consumer can contact SJE-Rhombus Customer Service at 218-847-1317 or toll free at 888-342-5753 for a RMA on any Goods being submitted for a warranty claim.
Applicable Law and Forum: Any disputes between Consumer and SJE-Rhombus shall be venued in Becker County District Court in the State of Minnesota. Consumer agrees to submit to such jurisdiction and agrees that the dispute shall be governed by and construed in accordance with the laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule.