General Conditions: All orders are subject to acceptance by the Seller. Keyboard entry and clerical errors are subject to correction. No oral or subsequent modification of any of the following general provisions or of any term or condition of any order shall be binding unless agreed to in writing by the Seller and Buyer. Athena Controls, Inc. reserves the right to make changes at anytime, without notice, in prices, specifications and models in the interest of advancing design technologies. The Seller will continue to service obsolete models only as parts remain available, and such service is considered by the Seller to be practical.

Terms: Customers with approved credit may order on open account (net 30-day payment terms). Orders from customers who do not have approved credit will be accepted on a COD basis. COD payments must be made in cash or by company check. Shipments will be suspended on delinquent accounts unless satisfactory arrangements have been made and accepted in writing. A "late payment" charge of 2% per month will be made on monies past due.

Sensors with Precious Metal content are subject to price adjustment based on order placement timing and will be adjusted based on the current LME pricing levels for the metals involved.

Warranty: Temperature Controls, Power Controls and Sensors are warranted to be free from defects of material and workmanship. They are sold subject to our mutual agreement that the liability of Athena Controls, Inc. is to replace and/or repair at its factory, provided the equipment is returned, transportation prepaid, within two (2) years of its factory ship date. The purchaser agrees that Athena Controls, Inc. shall assume no liability for consequent damages resulting from its use or from packaging of shipments returned to the factory. Components which wear or which are damaged by misuse are not warranted. These items include temperature sensors, contact points, fuses, electro-mechanical relays and triacs. Units that have been modified by a customer are not warranted. Athena Controls, Inc. provides no warranty, express or implied, for fitness of purpose or merchantability.

PATENT INDEMNITY: In the event of a claim against the Buyer charging that the goods purchased from Seller infringe a U.S. patent existing when the goods were shipped, Seller shall, at its sole option, procure for the Buyer the right to use the goods, or replace the goods with noninfringing goods, or modify the goods to be non-infringing, or remove the goods and refund the purchase price, less depreciation, at the rate of 15% per year, or defend, at its own expense, all Suits instituted against the Buyer insofar as same are based upon any claim that the Buyer’s operation of the goods, or any part thereof, is an infringement of a U.S. patent if (a) Buyer promptly notifies Seller, in writing, upon assertion of claim, (b) Buyer gives Seller authority to assume full and exclusive control of the defense and settlement of the claim or suit, and (c) Buyer provides all information and assistance to Seller, at Buyer’s expense, as is reasonably necessary for the defense of the claim or suit. Seller may, at its option, intervene in any suit or action brought against the Buyer on such claim.

THE FOREGOING STATES SELLER’S ENTIRE LIABILITY FOR CLAIMS OR PATENT INFRINGEMENT.
Seller will not be liable for any claim of infringement arising out of Seller’s compliance with Buyer’s specifications, or for any claim of infringement based upon the Buyer’s use of the goods as part of a patented combination in which the other elements of the combination are not supplied by Seller, or in the practice of a patented process.

Limitation of Liability: Other than those expressly stated herein, there are no other warranties of any kind, express or implied, and specifically excluded but not by way of limitation, are the implied warranties of fitness for a particular purpose and merchantability. It is understood and agreed the seller's liability whether in contract, in tort, under any warranty, in negligence or otherwise shall not exceed the return of the amount of the purchase price paid by the purchaser, and under no circumstances shall seller be liable for special, indirect, incidental or consequential damages. The price stated for the equipment is a consideration in limiting seller's liability. No action, regardless of form, arising out of the transactions of this agreement may be brought by purchaser more than one year after the cause of action has accrued. Seller's maximum liability shall not exceed and buyer's remedy is limited to either (1) Repair or replacement of the defective part of product, or at sellers option (2) Return of the product and refund of the purchase price, and such remedy shall be buyer's entire and exclusive remedy.

Cancellations: Any order which has been accepted by the Seller may be canceled only the consent of the Seller which shall be given upon the Buyer's agreement to pay the Seller reasonable cancellation charges, but not less that 20%.
Returns: Equipment must arrive at Athena in "Like New" condition within 60 days from the invoice date. Equipment returned during this 60 day time period will be subject to a 25% restocking charge.

TAXES: The quoted prices do not include state or local sales, duties, use, excise or similar taxes. They are the buyer's responsibility. To avoid any inconvenience, please supply us with one of the following documents:
1. A tax exemption certificate from your state
2. A statement on your order or letterhead that your firm will pay the appropriate state use tax in accordance with the current tax laws of your state.