Terms & Conditions
General Conditions of Sale
GENERAL CONDITIONS OF SALE. These General Conditions of Sale (“Terms”) govern the sale of equipment and services by Tidas, LLC, doing business as TIDAS and TIDAS Automation (“TIDAS”), to the purchasing party (“Buyer”).
OFFER OF SALE & ACCEPTANCE. Any purchase order issued in response to this offer to sell is Buyer’s acceptance of these General Conditions of Sale. TIDAS hereby objects to any additional, different or conflicting terms or conditions set forth in Buyer’s purchase order. No terms, provisions, or conditions of Buyer’s purchase order shall be effective unless expressly accepted by TIDAS in writing. TIDAS’ commencement of performance shall not constitute acceptance of Buyer’s terms.
PAYMENT TERMS. Payment terms shall be as stated in TIDAS’ proposal. In the absence of stated terms, payment shall be net thirty (30) days. TIDAS reserves the right to require milestone payments for down payments, engineering, FAT, and shipment. Late payments shall accrue interest at 1.5% per month or the maximum rate permitted by law. TIDAS may suspend performance for non-payment without liability. Buyer shall be responsible for collection costs, including attorney fees.
WARRANTY
a) TIDAS warrants TIDAS-supplied equipment (“Equipment”) to be free from defects in material and workmanship provided the Equipment is used and maintained in accordance with TIDAS’s instructions. The base warranty period is twelve (12) months FROM Startup or eighteen (18) months from date of shipment, whichever occurs first.
b) Third-party components are warranted only to the extent of the original manufacturer’s warranty.
c) In the event of non-compliance with this warranty, TIDAS shall, at its option, modify, adjust, repair or replace the Equipment. TIDAS will absorb return shipping charges at TIDAS’s option.
d) The above warranty does not extend to Equipment damaged after date of shipment from TIDAS’s plant where the damage is not directly due to a defect in material or workmanship, nor does it apply to Equipment altered or repaired in an unauthorized manner.
e) The sole liability of TIDAS and the exclusive remedy of Buyer arising out of the performance of services or supply or use of the Equipment whether arising under contract, tort (including negligence), strict liability or otherwise shall be the modification, adjustment, repair or replacement of Equipment, performance of services or refund of the purchase price.
f) TIDAS AND BUYER AGREE THAT, IN CONSIDERATION OF THE ABOVE EXPRESS WARRANTY AND ANY PERFORMANCE GUARANTEE SPECIFICALLY SET FORTH IN THE PROPOSAL, ALL OTHER WARRANTIES AND GUARANTEES, OTHER THAN TITLE, EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM THE CONTRACT.
TITLE AND RISK OF LOSS. Risk of loss or damage to the Equipment shall pass to Buyer FOB TIDAS’ factory. Buyer will keep the Equipment insured to the full purchase price with TIDAS as the named loss payee and TIDAS retains a security interest in the Equipment until the entire purchase price is paid.
PERFORMANCE GUARANTEE. Performance guarantees apply only under the exact operating conditions, products, utilities, and staffing levels defined in TIDAS’ proposal. TIDAS is not responsible for upstream/downstream equipment, product variation, or Buyer modifications.
INTELLECTUAL PROPERTY. TIDAS retains all ownership of designs, drawings, software, PLC programs, documentation, and know-how developed or supplied. Buyer receives a non-exclusive license solely for operation and maintenance of the Equipment. Reverse engineering or reproduction is prohibited.
MARKETING AND PUBLICITY. TIDAS may photograph or record video of the Equipment and project for documentation and promotional purposes. Unless Buyer provides written objection prior to project completion, Buyer grants TIDAS a non-exclusive, royalty-free right to use photographs, videos, the Buyer’s name, logo, and non-confidential project descriptions in TIDAS’s website, presentations, proposals, social media, and other marketing materials. TIDAS agrees not to disclose Buyer’s confidential or proprietary information and will reasonably comply with Buyer’s written brand usage guidelines provided in advance.
SOFTWARE LICENSE. All software is licensed, not sold. TIDAS retains ownership of all custom programming. TIDAS does not warrant third-party software beyond original manufacturer warranties.
SITE READINESS. Buyer is responsible for site conditions, utilities, foundations, compressed air, electrical supply, floor flatness, environmental conditions, and network infrastructure. TIDAS shall not be liable for delays or performance issues caused by site deficiencies.
SAFETY RESPONSIBILITY. TIDAS is responsible for equipment safety as shipped. Buyer is solely responsible for final risk assessment, lockout/tagout procedures, guarding integration, operator training, and compliance after installation.
FORCE MAJEURE. TIDAS shall not be in default nor liable for any expense, loss or damage occurred by a delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes, governmental actions, tariffs, pandemics, terrorism, floods, fire, material shortages, transportation delays, local or federal shutdowns, or manufacturing equipment breakdown.
CHANGE ORDERS. TIDAS and Buyer may agree at any time prior to final payment of the Agreement to make additions, deletions, or other revisions to the Scope of Work or Project Schedule, by Change Order, without invalidating the Agreement. Change Orders must be in writing and signed by both parties. TIDAS is entitled to equitable adjustments in price and schedule. TIDAS has no obligation to proceed with any changes without written authorization.
CANCELLATION AND RETURNS. Buyer’s cancellation/return rights and payment obligations are set forth in the Price & Lead Time section of this proposal. Payment of return freight charges will be Buyer’s responsibility.
TERMINATION FOR CONVENIENCE. Buyer may terminate upon written notice. Buyer shall pay for work performed, non-cancelable commitments, materials, restocking charges, and a reasonable profit margin.
INDEMNIFICATION. Buyer shall indemnify TIDAS for claims arising from Buyer’s operation, modification, maintenance, or site conditions. TIDAS shall indemnify Buyer only for bodily injury or property damage caused by TIDAS’s gross negligence.
LIMITATION OF LIABILITY. TIDAS shall not be liable, whether arising under contract, tort (including negligence), strict liability, or otherwise, for loss of anticipated profits, loss by reason of plant shutdown, non-operation or increased expense of operation, cost of money, loss of use of equipment, capital or revenue, or for any economic or consequential loss or damage. TIDAS’ maximum liability whether arising from breach of contract, tort (including negligence), strict liability, breach of warranty or otherwise shall not exceed the purchase order price of the equipment giving rise to the claim. TIDAS shall not be liable for liquidated damages unless expressly agreed in writing.
CYBERSECURITY. TIDAS shall not be responsible for cybersecurity vulnerabilities arising from Buyer’s network or third-party systems after delivery.
TAXES AND TARIFFS. All prices exclude taxes, duties, and tariffs. Buyer is responsible for such charges. Increases after quotation shall result in equitable price adjustments.
LAWS & REGULATIONS. Equipment furnished hereunder has been manufactured in compliance with all applicable requirements of the Fair Labor Standards Act of 1938, as amended and any regulations or orders issued thereunder and is capable of being operated in accordance with applicable OSHA standards in effect at time of delivery. Operational compliance with OSHA standards, however, is the responsibility of Buyer. In the event the Equipment cannot be so operated, and non-compliance is solely TIDAS’ s failure, TIDAS shall repair, replace or modify the Equipment to permit Buyer to achieve compliance or refund the purchase price.
GOVERNING LAW. The laws of the State of Kentucky shall govern any contract resulting from this offer to sell. Venue shall lie exclusively in Kentucky courts.