By purchasing Cerus products, buyer agrees that all of the following terms and conditions apply to every purchase and supersede any conflicting terms in any purchase order or acknowledgement:

Terms and Conditions

All quotations and sales are subject to Cerus’ Terms and Conditions
By purchasing Cerus products, buyer agrees that all of the following terms and conditions apply to every purchase and supersede any conflicting terms in any purchase order or acknowledgement:

GOVERNING PROVISIONS AND ACCEPTANCE: Acceptance of an order by Cerus shall be expressly conditioned on Purchaser’s assent to these conditions. Once an order is accepted by Cerus, Purchaser may not cancel the order without Cerus’ consent, which may be given or not in Cerus’ sole discretion. These terms are a complete statement of the parties’ agreement and may only be modified in writing signed by both parties. Failure to object to provisions contained in any Purchase Order or other communication from the Purchaser (including, without limitation, penalty clauses of any kind) shall not be construed as a waiver of these Conditions nor an acceptance of any other provisions. These terms may not be modified by course of dealing, course of performance or usage of trade. These terms supersede all previous written or oral quotations, statements or agreements. Any contract for sale by and between the parties shall be governed by and construed according to the laws of the State of Oregon without regard to its rules on the conflict of laws. The Convention on the International Sale of Goods is expressly excluded. All orders are subject to acceptance by Cerus.

PRICE POLICY AND QUOTATIONS: All prices are subject to change without notice. All clerical errors are subject to correction. Written quotations shall be valid for no more than sixty (60) days from their date. Quotations are subject to change by Cerus with notice to Purchaser.

TERMS OF PAYMENT: Acceptance of all Purchase Orders is subject to Purchaser meeting Cerus credit standards. Terms are subject to change for failure to meet such standards. Terms are net thirty (30) days from date of invoice of each shipment, unless otherwise stated in Cerus’ quotation. Past due accounts are subject to 1.5% per month interest charge, plus any attorneys fees and other costs associated with collections.

DELIVERY: Product is sold F.O.B. Hillsboro, Oregon. Delivery by Cerus to the point of shipment constitutes delivery to the Purchaser; and title and all risk of loss or damage in transit shall pass to the Purchaser at time of delivery at the F.O.B. point. Cerus is not responsible for breakage after having received “in good order” receipts from the carrier. Purchaser is responsible for pursuing any damage claims with the carrier.

FORCE MAJEURE: Cerus shall not be liable for any damages as a result of any delays due to any causes beyond Cerus’ control, including, without limitation, an act of God; act of Purchaser or Cerus supplier; embargo or other governmental act; regulation or request; fire; accident; strike; slowdown; flood; fuel or energy shortage; sabotage; war; riot; delay in transportation and inability to obtain necessary labor, materials or manufacturing facilities from usual sources. In the event of any such delay, the date of delivery shall be extended for a period of time reasonably necessary to overcome the effect of such delay.

CANCELLATION: Cerus shall have the right to cancel any order or contract at any time by written notice for any material breach of the contract.

PURCHASER’S ACKNOWLEDGEMNT OF COMPLIANCE AND SAFE PRACTICES: To the extent that Purchaser installs or operates the Products, Purchaser agrees to follow all applicable local and national codes. It is Purchasers responsibility to determine which codes should be followed, and to verify that the equipment, installation and operation are in compliance with the latest revision of these codes. Compliance with OSHA and other federal, state or local laws during the operation or use of the product(s) is the sole responsibility of the Purchaser. All applicable sections of the National Fire Code, National Electrical Code, and the codes of the National Electrical Manufacturers Association (NEMA) should be adhered to with respect to equipment. There may be additional local regulatory or government offices that determine applicable codes and standards necessary for safe installation and operation. Purchaser agrees to use appropriate documentation for installation, operation, and troubleshooting for equipment. This documentation typically accompanies the product and purchaser should not rely on diagrams and other information found in marketing brochures and website.

PRODUCTS NOT FOR USE IN HAZARDOUS LOCATIONS: Cerus products are not fault tolerant and are not designed, manufactured, or intended for use or resale in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support, or weapons systems, in which the failure of the product could lead directly to death, personal injury, or severe physical, environmental, or property damage. Cerus is not liable, in whole or in part, for any claims or damages arising from such uses.

PRODUCT NOTICES: Purchaser shall promptly supply the user (including its employees) of the product with all Cerus supplied product notices, warnings, instructions, recommendations and similar materials.

PRODUCT MODIFICATIONS: Product features and specifications may be revised by Cerus at any time. Cerus strongly believes in continuous improvement, therefore we must reserve the right to change specifications and product offerings without notice. Where possible, we will substitute products with equivalent functionality when necessary.

Warranty
CERUS IS PROVIDING THIS WARRANTY IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES (EXCEPT WARRANTIES OF TITLE) , INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY IS BUYER’S EXCLUSIVE REMEDY FOR ALL CLAIMS AGAINST CERUS. CERUS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENETAL DAMAGES. CERUS TOTAL LIABILITY FOR ALL CLAIMS SHALL BE LIMITED TO THE PRICE PAID FOR ITS PRODUCT.

Cerus warrants equipment manufactured by it and sold through authorized sales channels to be free from defects in materials and workmanship from date of invoice by Cerus or its authorized sales channel as follows: 5 Year Warranty: Magnetic Contactors, Magnetic Starters, Electronic Overloads, Molded Case Circuit Breakers and P Series Drives in Variable Torque Applications. 18 Month Warranty: All other products. If within such period any applicable equipment shall be proved to Cerus’ satisfaction to be non-conforming, such equipment shall be repaired or replaced at Cerus option. This is the exclusive remedy for any breach of warranty. This warranty shall not apply (a) to equipment not manufactured by Cerus, (b) to equipment that has been repaired or altered by other than Cerus so as, in its judgment, to affect the same adversely, or (c) to equipment that has been subjected to negligence, accident, or damage by circumstances beyond Cerus’ control, or improper installation, operation, maintenance or storage, or to other than normal use or service within rated electrical, environmental and mechanical endurance specifications for equipment. Warranty does not cover items that wear with use which require periodic maintenance or replacement; including but not limited to drive fans, drive capacitors, keypads, actuators, contactor contact points and equipment terminals. Specific maintenance for each product must follow Cerus recommended practice as detailed in the product user manuals. Failure to properly follow maintenance procedures including, failure to replace wear items as specified in the user manual may void warranty. Non-conforming products must be returned at Cerus’ expense for evaluation unless this is waived in writing. Replacement products may be new or reconditioned. The foregoing warranties do not cover reimbursement for labor, transportation, removal, installation, temporary power, or any other expenses that may be incurred in connection with repair or replacement. These disclaimers and limitations of remedies apply to all warranties offered to Purchaser and to all Purchase Orders.

THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES (EXCEPT WARRANTIES OF TITLE), INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except as may be expressly provided in an authorized writing by Cerus , Cerus shall not be subject to any other obligations or liabilities whatsoever, other than as stated above with respect to equipment sold or services rendered by Cerus . Notwithstanding anything to the contrary herein contained CERUS, ITS CONTRACTORS AND SUPPLIERS OF ANY TIER, SHALL NOT BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR LOST TIME, LOST PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. THE REMEDIES OF THE PURCHASER ARE EXCLUSIVE AND THE TOTAL CUMULATIVE LIABILITY OF CERUS, ITS CONTRACTORS AND SUPPLIERS OF ANY TIER, WITH RESPECT TO THIS CONTRACT OR ANYTHING DONE IN CONNECTION THEREWITH, SUCH AS THE USE OF ANY PRODUCT COVERED BY OR FURNISHED UNDER THE CONTRACT, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE PRICE OF THE PRODUCT, PART, OR SERVICE ON WHICH SUCH LIABILITY IS BASED.

RETURN OF EQUIPMENT: Warranty Returns: Contact Cerus for a Return Material Authorization (RMA) regarding equipment under warranty. Non-warranty Returns: Products returned for restock are subject to a 30% charge. Non-standard products (including those having electrical modifications or private labeling) may not be returned, except for warranty service. Acceptance of products for restock is at Cerus’ sole discretion.