FANUC AMERICA CORPORATION
STANDARD TERMS AND CONDITIONS OF SALE
The following terms and conditions shall apply to any and all sales of goods and services by FANUC America
Corporation (hereinafter FANUC). Any suggested exceptions shall be submitted in writing and shall not be effective
unless agreed to by FANUC in writing. Any attempt to substitute or add any additional or conflicting terms and
conditions is hereby expressly rejected, and shall be of no force or effect. If there exists a conflict between these
terms and conditions and a term or condition set forth in the body of the proposal of which this is a part, the term or
condition in the body of the proposal will control. NOTE: FANUC’s Invoice Schedule and Payment Terms as
defined below are subject to the final approval of FANUC’s Finance Department; FANUC reserves the right to modify
the Invoice Schedule and Payment Terms as a result of ongoing credit review. Any deviation from these standard
terms may affect other quoted terms, including without limitation, price and/or delivery.
All prices are in United States Currency, and do not include any taxes, duties, freight charges, or fees unless
specifically itemized in this proposal. The Purchaser must provide to FANUC a valid tax exemption certificate, if not,
FANUC reserves the right to charge the Purchaser sales tax, goods and services tax and/or other transaction
tax/duty/fee applicable to this purchase. The prices are firm for a period of sixty (60) days, after which such prices
are subject to change.
All invoices shall be due upon receipt.
FANUC may charge interest on all and any amounts unpaid after invoice due date. Such interest shall be at the rate
of the lesser of (a) one and one half percent (1.5%) per month or part thereof; or (b) the highest rate allowed by law.
When required by FANUC, Purchaser shall issue an Irrevocable Letter of Credit (LOC) in favor of FANUC in the
amount of 100% of the purchase price. The LOC is to be issued by a bank or other financial institution, approved by
FANUC, within thirty (30) days from the date Purchaser places its purchase order with FANUC. The LOC shall be
valid until 100% of the Price is paid to FANUC.
Payment for training services is due prior to attendance at the training session. FANUC reserves the right to refuse entry into a class if payment prior to attending has not been made. Payment may be made by check or credit card. Remit check payments to: 16272 Collection Center Drive, Chicago, IL 60693.
All cancellations must be in writing and faxed to (248) 377-7367.
All tuition and fees paid by the applicant shall be refunded if the applicant is rejected by the school before enrollment. An applicant fee of not more than $25 may be retained by the school if the applicant is denied. All tuition and fees paid by the applicant shall be refunded if requested within three business days after signing a contract with the school. .
Once the 3 business days have elapsed the following policies will apply:
FANUC reserves the right to cancel or modify classes at any time.
FANUC warrants to Purchaser that all goods supplied hereunder, which are manufactured by either FANUC or
FANUC CORPORATION, will be free from defect in material or workmanship for a period of one (1) year from the
delivery date unless a different period is set forth in the body of the proposal in which these terms are incorporated.
Should any defect appear during the warranty period, FANUC shall, if given prompt notice by Purchaser, correct such
nonconformity by, in FANUC’s sole discretion, either (i) repair at the jobsite, or (ii) repair or replacement of the
nonconforming goods F.O.B. FANUC’s designated repair facility.
The foregoing warranties are subject to revocation in FANUC’s sole discretion in the event that Purchaser (1)
modifies the goods in any way without the express written consent of FANUC; (2) employs such goods in a manner
that is not in accordance with FANUC’s supplied instructions; or (3) damages the goods in any manner through any
The foregoing warranties also are subject to revocation or modification in FANUC’s sole discretion in the event that
Purchaser uses or transfers the goods outside of the country from which they were sold without notice to and written
consent from FANUC. In such event, FANUC may charge Purchaser, at prevailing prices, for all travel, labor, and
parts necessary to service such goods.
Repair parts are warranted by FANUC for a period of one (1) year from the date of delivery, provided, however, that
repairs or replacements to original goods shall not renew or extend the warranty period of such goods. Replaced
goods or parts become the property of FANUC. Goods supplied hereunder, which have been purchased by FANUC
from manufacturers other than FANUC CORPORATION, shall have only the warranty offered by the manufacturer
thereof, and FANUC disclaims any responsibility with respect to the performance of such goods. Service labor
provided by FANUC is warranted by FANUC for a period of ninety (90) days from the date that the Field Service
Report is executed.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY
OR PERFORMANCE, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION
ANY WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT AS PROVIDED IN THE SECTION ENTITLED "PATENT AND COPYRIGHT INDEMNITY", FANUC SOLE
AND EXCLUSIVE LIABILITY HEREUNDER SHALL BE TO REPAIR OR REPLACE GOODS OR PARTS THEREOF
FOUND TO BE DEFECTIVE WITHIN THE WARRANTY PERIOD. IN NO EVENT SHALL FANUC BE LIABLE TO
PURCHASER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER IN CONTRACT, TORT, OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO LOSS OF PROFITS OR REVENUE,
LOSS OF USE OF THE GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF SUBSTITUTE GOODS,
DOWNTIME COSTS, OR OTHER DAMAGES TO PURCHASER OR ITS CUSTOMERS.
Purchaser acknowledges and agrees that any and all ideas, discoveries, concepts, and improvements, whether
patentable or not, made during the performance of this Agreement shall be solely owned by FANUC. Purchaser
agrees to cooperate, at FANUC’s expense, in the preparation, filing, and prosecution of patent applications relating to
inventions conceived and/or reduced to practice as a result of FANUC’s performance under this Agreement.
Neither FANUC nor Purchaser shall have any liability to the other or to third parties for any failure or delay in
performing any obligation under this Agreement due to circumstances beyond its reasonable control including,
without limitation, acts of God or nature, act of government or insurrections, fires, floods, tornadoes, strikes (including
labor trouble or other industrial disturbance), war, acts of terrorism, embargoes or blockades, legal restrictions, or
power, communication, satellite or network failures.
While in any FANUC facility, Purchaser shall adhere to all government safety laws and environmental regulations, as well as comply with all FANUC safety policies, procedures and guidelines, including without limitation, wearing appropriate eye protection, steel-toed safety shoes, and other protective clothing, gear or devices for any hazardous operation.
Purchaser will comply with any and all laws and regulations applicable to the use, transportation, re-sale or export of
the goods, services and/or technology provided by FANUC, and acknowledges that export or re-export of such items
may require that Purchaser obtain an export license from the appropriate authority. Purchaser is further prohibited
from using the goods, services and/or technology provided by FANUC for the development, production, use or
stockpiling of weapons of mass destruction (nuclear weapons, biological weapons, chemical weapons or missiles).
These terms and conditions shall be construed according to the law of, and any dispute shall be decided in, the State
FANUC does not permit trainees to film, record, videotape or photograph any and all training sessions conducted by FANUC.