EControls Standard Terms & Conditions
  1. EControls LLC doing business as EControls and hereinafter will be referred to as EControls.
  2. Governing Provision: No term or condition on PURCHASER’s purchase order or any other instrument, agreement or understanding shall be binding upon EControls unless agreed to in writing by EControls.  In the event of any inconsistency or conflict between EControls terms and conditions and PURCHASER’s purchase order or any other instrument, agreement or understanding, EControls rejects such inconsistent or conflicting terms or conditions and EControls Terms & Conditions shall govern and control.
  3. Lead time:  12 weeks for standard PPAP timing and 8 weeks beyond, from acceptance of PURCHASER’s purchase order by EControls
  4. Minimum Order Quantity: EControls will require a purchase order for the minimum order quantity and integer multiples thereof.
  5. Currency:  Prices are quoted in United States dollars and all payments are to be in United States dollars.
  6. Shipping: EX-Works San Antonio, Texas USA, with all risk of loss and damage to goods passing to PURCHASER upon delivery to carrier.
  7. Payment Terms: 30 days from Invoice Date. If payment is late, EControls has the right to hold future shipments until late payments are submitted and accepted by EControls.  If payments are late EControls reserves the right to required C.O.D. or advanced payment for future shipments.
  8. Clerical Errors:  Clerical errors will be a basis for nullifying prices, terms, conditions, etc. upon written notification to the PURCHASER.
  9. Tooling:  Unless otherwise agreed, Seller, at its own expense, shall furnish, keep in good condition and replace when necessary all dies, tools, gauges, fixtures, patterns, and similar items (herein collectively called “tooling”) necessary for the production of the products ordered. The cost of changes in tooling necessary to effect design or specification changes, hereafter ordered by Buyer, shall by paid by Buyer. Buyer has the option, however, to take possession and title to any tooling that is special for the production of the products covered by this Order and, in such event, shall pay to Seller, the unamortized cost thereof; provided, however, that this option shall not apply if the products hereby ordered are the standard products of Seller or if a substantial quantity of like material is being sold by Seller to others. Any material, property or tooling furnished to Seller by Buyer or for which Buyer reimburses Seller in the piece price or otherwise shall be deemed to be held by Seller under a bailment for the benefit of Seller and shall be returned on demand, whether oral or written, of Buyer. Seller shall be responsible for the value of any such material, property or tooling which is lost, destroyed, altered or damaged, except destruction or alteration thereof approved by Buyer in writing.
  10. Annual Requirements: PURCHASER must request shipment of the entire minimum annual quantity of goods within twelve months from the date of the first purchase order otherwise EControls reserves the right to adjust the price per unit.  If the minimum order quantity is equal to the minimum annual quantity, the minimum order quantity takes precedence.
  11. Taxes: The amount of any and all applicable taxes shall be added to the price and paid by PURCHASER, in lieu thereof, PURCHASER may provide EControls with tax exemption certificates acceptable to the taxing authority.
  12. Language:  Contracts are written in English; another language may be included.  When a contract is written in two languages, the English language will have authority.  Both EControls and PURCHASER agree to use appropriate third party arbitration for any language conflicts that may arise.
  13. Prices: All prices are subject to adjustment by EControls for changes to volume forecasts, economics, shipping/taxes/duties (if EControls paid) or exchanges rate unless other price conditions are agreed upon by both EControls and PURCHASER in writing.
  14. Export Compliance:  PURCHASER agrees not to ship, transfer or export EControls Products into any country or use EControls Products in a manner prohibited by the United States Export Administration Act, Arms Export Control Act or prohibited by any export laws, restrictions or regulations administered by United States governmental agencies, including the Departments of Commerce (Bureau of Industry and Security), Homeland Security, State and Treasury.
  15. Applicable Law: This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Texas, United States of America in the English language.   Venue for the enforcement of this Agreement shall be in the courts of Bexar County, Texas, United States of America.
  16. Force Majeure: EControls shall not be liable for any delay in production or delivery of goods if such is due to a force majeure, that shall include among other things, the inability or refusal by third party suppliers to provide parts or services or other information required for the performance by EControls under this purchase order, government embargoes, blockades, seizure of assets, delays or refusal to grant an export license or suspension thereof or any other acts of any government that would limit the ability for contract performance, fire, earthquake, flood, serve weather conditions or any other acts of God, quarantines, labor strikes or lockouts, civil disobedience, riots, armed conflict, terrorism or war, or any other cause whatsoever beyond EControls’ reasonable control.  If the force majeure continues longer than 120 days either EControls or PURCHASER may terminate this purchase order and PURCHASER will pay EControls for work performed prior to termination and reimburse all reasonable expenses incurred by EControls as a result of the termination.  In the event of delays caused by the force majeure or PURCHASER, the date of delivery shall be extended by the period of time EControls is actually delayed or as mutually agreed and documented.  PURCHASER’s sole remedy against EControls shall be the option to cancel its purchase order and PURCHASER will pay EControls for work performed prior to termination and reimburse all reasonable expenses incurred by EControls as a result of the termination.
  17. Cancelation:  PURCHASER may for any reason terminate an order in whole or in part upon written notice to EControls, which shall be no less than 60 days or the Lead Time, whichever is longer, in advance of the requested delivery date.  PURCHASER shall be liable for termination charges, including but not limited to, price adjustment based on quantity of product delivered, all costs incurred and committed for PURCHASER’s cancelled order and an allowance for reasonable prorated expenses, inventory purchased and associated inventory carrying costs for material on hand in support of Purchasers business extending up to twelve months and anticipated profits.
  18. Cancelation of Engineering Services / Engine Developments / Engine Certification Development:  EControls reserves the right to terminate engineering services, engine developments or engine certification development activities at EControls’ sole discretion.  At the time of termination, payments made to EControls by the PURCHASER for these activities will be refunded, excluding documented costs incurred by EControls.
  19. Changes:  If during the life of this product the PURCHASER makes changes within the general scope of the purchase order, in any of the following: (1) engineering change to meet newly or previously unknown requirement(s); (2) drawings, designs or specifications; (3) method of shipment or packaging, EControls reserves the right to provide a new quotation that supersedes this document.  PURCHASER agrees to work with EControls in good faith to promptly address this change, otherwise EControls reserves the right to cease shipment of product to the Purchaser.
  20. Intellectual Property: All intellectual property, trade secrets and know-how that are the property of EControls and owned by EControls remain so and are in no way transferred to PURCHASER as a result of entering agreements, supplying products, information, or know-how. Moreover, any improvements to EControls’ preexisting products or technology, and all associated intellectual property, shall be owned by EControls if created by or for EControls, irrespective of whether such improvements are made to adapt to PURCHASER’s environment or otherwise in response to PURCHASER’s needs or requests.
  21. Warranty Periods for EControls Manufactured Product (except catalysts):  The “Warranty Period” for any individual Product shall be the shorter of:  three (3) years from delivery of the Product by EControls to PURCHASER or its carrier or other representative (“Delivery Date”), or two (2) years from the first date that PURCHASER or its subcontractors or other representatives install and operate any aspect of the Product (the “Service Date”).  If a Product’s Service Date cannot be reasonably determined for any reason, the Service Date shall be presumed to be ten (10) calendar days following the Delivery Date.   Notwithstanding the foregoing, the Warranty Period for any components that are substantially composed of rubber or rubber-like materials shall be limited to one year from the corresponding Delivery Date.
  22. Warranty for EControls Purchased Product:  As outlined in Warranty Agreement.
  23. Warranty for EControls Manufactured Product: For the duration of the Warranty Period (defined above), EControls warrants to PURCHASER that all products shipped (i) are to be free from title defects at the time of delivery by EControls, (ii) at the time of such delivery conform to EControls’ written specifications for the Product that have theretofore been provided by EControls to PURCHASER or mutually agreed in writing between PURCHASER and EControls (“Specifications”), and (iii) are free from material or workmanship defects if always operated under Normal Use and Normal Service (as such terms are defined further herein).  For reference, any Product that fails to comply with the foregoing sentence shall be referred to herein as “Defective” and as having a “Defect.”  This warranty (“Warranty”) is a limited warranty provided by EControls to each PURCHASER, is non-transferrable, and applies only with respect to products that have been manufactured by EControls and that are hereafter supplied by EControls to PURCHASER and fully paid for by PURCHASER (each, a “Product” and, collectively, “Products”). This Warranty is exclusive to PURCHASER and shall supersede all other warranties, whether express, implied or statutory, including, but not by way of limitation, any warranty of merchantability of fitness for any particular purpose.  All other warranties or liabilities, expressed or implied, oral or statutory, including any warranty of merchantability or fitness for a particular purpose, are hereby disclaimed, terminated and waived as to PURCHASER, effective upon PURCHASER’s purchase of the Products from EControls.  As with any monitoring or control systems, the purchase, installation and use of Products is NOT AN INSURANCE POLICY, and Normal Use and Normal Care are needed for long and faithful service. “Normal Use” shall mean the intended use of the Product for which it was designed by EControls, as may be evidenced by the corresponding Specifications and any instructions for use provided by EControls to PURCHASER (“Instructions”). “Normal Service” shall mean all necessary servicing as recommended, suggested or required in the Instructions or otherwise by EControls, by industry norms and standards, or by applicable laws and regulations.
  24. Warranty Claim & Service Procedure: Any Warranty claim by PURCHASER must be handled according to the following procedures, and there shall be no remedies available under the Warranty unless PURCHASER follows such procedures. Before returning any Product that PURCHASER believes is Defective, PURCHASER must provide to EControls details of the Defect and related circumstances, a complete description of the Product, details from the Model Number label attached to each Product, including Model Number, part number and date code, as well as the first Service Date for the Product.   Then, assuming the Product and Defect are of the type that may be covered under the foregoing Warranty, PURCHASER will be provided a Return Material Authorization Number (RMA Number) for return to EControls.  All Products returned with an RMA must be clearly identified as “RETURNED MATERIAL”, must be accompanied by the Service Date for the Product as well as the clear description of the observed Defect, and must be to the attention of the person identified by EControls when the RMA number is provided.  Although PURCHASER shall initially pay for the shipping charges for RMA returns, EControls shall reimburse or credit PURCHASER for standard freight shipping charges if the Product returned is determined to be Defective by EControls. PURCHASER agrees to accept EControls’ reasonable determinations of whether a Product is considered Defective or whether the Product or a particular Defect is not covered under the foregoing Warranty.  THE DELIVERY OF AN ALLEGEDLY DEFECTIVE PRODUCT NOT BEARING A VALID RMA NUMBER WILL BE REFUSED, AND THE SHIPMENT WILL BE RETURNED TO THE SENDER AT THE SENDER’S EXPENSE.
  25. Remedies for Warranty Claims & Limitations of Liability: For any Product that PURCHASER has returned to EControls by RMA during the Warranty Period, shipping costs prepaid, and for which EControls has reasonably determined that the Product is Defective under the terms of the foregoing Warranty, EControls shall do one of the following as PURCHASER’s sole and exclusive remedy: either (i) refund the corresponding purchase price paid to EControls by PURCHASER; (ii) reasonably repair the Product or commission authorized others to reasonably repair the Product; or (iii) provide a replacement Product or an alternative product with the same form, fit and function; at EControls’ discretion.  ECONTROLS AND ITS AGENTS AND EMPLOYEES SHALL IN NO EVENT BE LIABLE FOR INJURY OR DAMAGE TO ANY PERSON OR PROPERTY WHATSOEVER, NOR FOR DAMAGE TO ANY EQUIPMENT ON OR IN WHICH CUSTOMER INSTALLS THE PRODUCT, AND ECONTROLS SHALL IN NO EVENT BE LIABLE FOR ANY OTHER FORM OF INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUES, LOSS OF BUSINESS, LOSS OF PRIVACY, LOSS OF USE, LOSS OF TIME OR INCONVENIENCE, LOSS OF INFORMATION, DATA, SOFTWARE OR APPLICATIONS OR OTHER FINANCIAL LOSS, ARISING OUT OF OR RESULTING FROM ANY PRODUCT DEFECT.  EControls liability shall be limited in proportion to the degree of contribution to such damages attributable to a Defect of EControls’ Defective Products.  For all claims and liabilities arising directly or indirectly from Defective Products delivered by EControls during any period of twelve (12) consecutive calendar months, the total aggregate compensation or other consideration payable by EControls to PURCHASER, or its representatives, contractors or customers shall in no event exceed $500,000 (USD) (the “Liability Cap”).  PURCHASER waives the right to seek claims, damages or other legal or equitable remedies against or from EControls, its principals, subcontractors, agents, vendors, suppliers and/or design professionals under any and all causes of action whether statutory, at common law or at equity, including but not limited to any claims based on implied warranties of fitness, reduction of the purchase price, negligence and/or strict liability. Under any circumstances where the Warranty is voided as to any Product(s), EControls is immediately and forever excluded from any and all liabilities associated with such Product(s).  Failure of the PURCHASER to notify EControls in writing of a Defect within six months after a related malfunction or failure or other notice to PURCHASER waives any warranty claim identified prior to notifying EControls.  The Warranty is limited. ECONTROLS SHALL HAVE NO LIABILITY FOR, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE WARRANTY STATEMENT, INCLUDING, WITHOUT LIMITATION (1) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (2) ANY WARRANTY OR AFFIRMATION OF FACT RELATED TO MISUSE, IMPROPER SELECTION, RECOMMENDATION, OR MISAPPLICATION OF ANY PRODUCT; AND (3) ANY WARRANTY OR AFFIRMATION OF FACT THAT THE CATALOGS, LITERATURE AND WEBSITES IT PROVIDES ACCURATELY ILLUSTRATE AND DESCRIBE PRODUCTS.
  26. Exceptions from Coverage: The foregoing Warranty does not cover any other expenses such as but not limited to labor, losses, travel or administration fees. The foregoing Warranty shall not apply and be null and void with respect to, and EControls shall have no obligation to repair or replace or provide any other remedy to PURCHASER for, any Product that:  (A) has had the serial number, model number or any other identification markings removed or rendered illegible; or, in EControls’ reasonable judgment, (B) has malfunctioned, been damaged, or otherwise has a Defect due directly or indirectly to any one or more of the following: (i) normal wear and tear; (ii) accident, neglect, misuse, abuse, or improper handling, storage, operation, or maintenance; (iii) pollution, for example in the case of UEGOs or catalysts; (iv) any deviation from Normal Use or Normal Service, including exposure to pressures, temperatures or other environmental or operating conditions outside the limits of Normal Use, and including any other failure to continually provide a suitable operating environment (including necessary ventilation, electric power supply, protection from power surges, temperature and/or humidity); (v) any modifications or repairs to non-serviceable parts or subassemblies or that are otherwise inconsistent with the Specifications or Instructions or that have been made by persons or entities not authorized by EControls; (vi) any improper installation or failure to maintain environmental parameters; or (vii) any acts of God, wars, acts of a public enemy, acts of the governments of any state or political subdivision or any department or regulatory agency thereof or entity created thereby (whether or not valid), acts of any person engaged in subversive activity or sabotage, riots, fires, floods, explosions, or other catastrophes, epidemics or quarantine restrictions, strikes, lockouts or other labor stoppages, or any other cause beyond EControls’ reasonable control, including chemical, electro-mechanical, electrical influences or other environmental or operational conditions not fully disclosed to EControls prior to determining a Product’s Specifications or its suitability for meeting PURCHASER’s needs.
  27. Special Exceptions from Coverage for Catalysts: N/A
  28. Arbitration: If arbitration or other legal proceedings are commenced to enforce rights relating to this Agreement or its subject matter, the party that substantially prevails in such proceedings shall be entitled to recover its reasonable attorneys’ fees, costs and expert witness expenses, irrespective of the rules and laws governing such proceedings.
  29. Assignment: Neither EControls nor PURCHASER shall be entitled to assign its rights or obligations hereunder without the other’s written consent, except that EControls may assign its obligations to its subsidiary or commonly controlled affiliate or together with substantially all the assets of its related business.
  30. Limitation of Liability:  In no event shall EControls be liable to PURCHASER or any third party for incidental, consequential, punitive damages, or lost profits, or loss of use or damage to associated equipment resulting from any defect arising from any product.  EControls liability under this contract for any damages to PURCHASER or any third party shall not exceed the purchase price for the product unless expressly documented in writing from EControls.

 

Privacy Policy

At EControls, we recognize that privacy is important. This Privacy Policy (this “Policy”) applies to all of EControls’s marketing communications and identifies the types of information EControls may collect from you through the use of EControls’s electronic communications and websites (collectively, the “Sites”) and how EControls uses this information. By using the Sites and providing your identity information, you consent to the use of personal information as provided herein. Your use of the Sites may also be governed by other terms and conditions contained on separate user agreements. This Policy was last updated on March 2nd, 2020.

Information Gathered

In order to provide our information and online services, we may collect the following types of information:

Cookies – When you visit or use any EControls Site, it may send a cookie – a small file containing a string of characters – to your computer that uniquely identifies your browser. This is used to measure our Sites’ effectiveness through website analytics. EControls may use cookies or similar files or scripts throughout our Sites to enhance their use, to improve search functionality, to compile and analyze statistics regarding the use of our Sites, to hold information that you would otherwise need to re-key, or to help us recognize visitors on later visits to our Sites. If you do not wish to accept cookies from our Sites, you may configure your web browser so that it does not accept cookies; however, you may lose certain functions available on our Sites.
Log information – When you access EControls websites, our servers automatically record information that your browser sends whenever you visit a website. These server logs may include information such as your web request, Internet Protocol address, operating system, browser type, browser language, the date and time of your request and one or more cookies that may uniquely identify your browser. EControls webservers may collect domain names and/or IP addresses of users to measure what pages and features are accessed by our visitors. This information helps us administer the Sites, improve content and gather broad tracking information for aggregate use.
User communications – When you send email or other communications to EControls we may retain those communications in order to process your inquiries, respond to your requests and improve our services.
Other sites – This Policy applies to EControls Sites only. We do not exercise control over external sites that may be linked from within our Sites. Those other sites may place their own cookies or other files on your computer, collect data or solicit personal information from you.

Choices for Personal Information

When you contact EControls, register for an event or request materials to be sent to you, we ask you to provide personal information. We will use this information to deliver the service you requested. You may also be contacted by EControls again about future opportunities similar to what you requested. Whenever we contact you, you will have the choice to opt out of future communications. We will not collect or use your information for purposes other than those described in this Policy unless we have obtained your consent. Most browsers are initially set up to accept cookies, but you can reset your browser to refuse all cookies or to indicate when a cookie is being sent.

 

Information Sharing

EControls keeps a record of contacts with prospects and customers within a customer resource management system. Depending on the size and location of the customer, EControls may transfer the business opportunity to a dealer with our distribution network for localized service. In that situation, EControls may transfer your information to the dealer in order to contact you and establish a local business relationship. EControls does not share or sell your personal information to any third-party business or marketer outside of its distribution network.

 

Information Security

EControls employs commercially reasonable security measures to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of your personal information. These measures include internal reviews of our data, storage and processing practices and security measures. You should know however, that emails and other information you send to us are not encrypted and such transmissions cannot be considered a secure means of transmitting confidential information. You should be aware of the limitations of security, authentication, encryption, and privacy measures used in connection with the Internet and that any information you transmit through the Sites may be damaged, corrupted, intercepted, and/or accessed by another person without your permission.

 

Use of Client Information

Client information includes any and all information received by EControls from you, whether such information is received by accessing the Sites, email, online forms, telephone, facsimile, mail or otherwise. EControls may store this information to enable EControls to better service you. We may use your information to process your service requests, handle orders, deliver products and services, process payments, communicate with you about orders, provide access to secure areas of the Sites, recommend merchandise and services that might be of interest to you, to personalize your visit to our Sites, and to enable us to review develop and continually improve the products services and offers we provide online. We also use this information to prevent or detect fraud or abuses of our Sites and to enable third parties to carry out technical, logistical or other functions on our behalf. Except as provided in this Policy, we do not disclose any nonpublic personal information about you to anyone except as permitted by law or required by court order. EControls may choose to disclose all of the information we collect, as described above, to our affiliates and to companies that perform marketing services on our behalf or to other similar companies with whom we have joint marketing agreements. Your information may be disclosed to companies that provide support services to us, such as data processors, technical systems consultants and programmers. We may also provide analysis based on the information we collect to our strategic alliance partners and other risk sharing partners. EControls also shares certain personal and/or financial information with its merchant account and banking vendors to process payment and with any common carriers to ship products to you. We also may use IP addresses to analyze trends, administer the Sites, track user movement, and gather broad demographic information for aggregate use. As we develop our business, we may buy or sell assets and, depending on the transaction, your personally identifiable information may be one of the transferred assets. In the event that we are acquired by another company, your personal information may be part of the assets transferred to the acquiring party. If EControls should ever file for bankruptcy or merge with or be acquired by another company, we may sell the information you provide to us to a third party or share your personal information with any entity resulting from such transaction.You authorize us to disclose any information about you to law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate, in connection with an investigation of fraud, intellectual property infringement, or other illegal activity. We have the right to share your name and contact information with our attorneys and law enforcement officials, if needed, in the event we believe you have breached your obligations to us.To the extent that EControls chooses to disclose the information we collect to our affiliates and to companies that perform marketing services on our behalf, we will also implement measures to preserve confidentiality and to allow you to unsubscribe from such contacts. If you do not want to receive such mailings, or if you prefer that we not disclose nonpublic personal information about you to nonaffiliated third parties, you may direct us not to make those disclosures (other than disclosures permitted by law) by simply telling us not to do so when you give us your personal information. Or, at any time, you can opt-out of receiving further marketing from EControls by contacting us and requesting to have your name removed from our lists. We will generally be able to give effect to your withdrawal on 30 days’ notice. Unless otherwise stated, this Policy does not apply to information posted by users on publicly accessible portions of our Sites, including but not limited to, online forums and bulletin boards.

 

Data Integrity

EControls processes personal information only for the purposes for which it was collected and in accordance with this Policy. We review our data collection, storage and processing practices to ensure that we only collect, store and process the personal information needed to provide or improve our services. We take reasonable steps to ensure that the personal information we process is accurate, complete, and current, but we depend on our users to update or correct their personal information whenever necessary.

 

Changes to this Privacy Policy

Please note that this Policy may change from time to time without prior notice. Each version of this Policy will be identified at the top of the page by its effective date.

 

Children

EControls does not knowingly collect personal information from children under the age of 18, and the Sites are not directed at children under the age of 18. If EControls obtains actual knowledge that it has obtained personal information about a child under the age of 18, that information is deleted from our records.

 

Inquiries or Complaints

If you have any questions or complaints about this Policy or our information collection practices, please feel free to contact us through our Sites.

 

Governing Law and Jurisdiction

This Policy, and EControls’s collection and use of client information, shall be governed and interpreted in accordance with the laws of the United States and the State of Texas. Any disputes arising out of this Policy shall be adjudicated only in a court of competent jurisdiction in Bexar County, Texas. By accepting this Policy, you are also agreeing to submit to jurisdiction and venue in Bexar County, Texas.