1. GENERAL. These general terms and conditions of sale are between Buyer and Optum Engineering, and along with other written specifications, quotations or supplemental terms that may have been provided by Optum Engineering, will control the sale of all goods and services (the “Products” which includes “Allera Systems” brand products and services) by Optum Engineering to Buyer. These terms and conditions apply whether the sale occurs due to verbal or paper-based orders or any form of electronic commerce and represent the entire agreement between Optum Engineering and Buyer for that purpose. If not otherwise agreed to, Buyer’s receipt or acceptance of delivery of any of the sold Products alone will constitute its acceptance of these terms and conditions. Optum Engineering objects to any term or condition that may be proposed by Buyer or that may appear on or is referenced in Buyer’s purchase order or requisition or payment remittance that is in addition to or otherwise not consistent with these terms and conditions. No addition or modification to these terms and conditions will be binding on Optum Engineering unless agreed in writing.
2. PRODUCT RECOMMENDATIONS AND SELECTION: Any assistance offered Buyer in product recommendations and selection is advisory only. Buyer must evaluate all specification and application considerations to determine suitability for intended use. OPTUM ENGINEERING SPECIFICALLY MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE.
3. ACCEPTANCE OF ORDER; TERMINATION. Acceptance of any order is subject to credit approval and acceptance of order by Optum Engineering and, when applicable Optum Engineering’s suppliers. If Buyer’s Credit becomes unsatisfactory to Optum Engineering, Optum Engineering reserves the right to terminate upon notice to Buyer and without liability to Optum Engineering.
4. PAYMENT TERMS. Payment in advance of manufacturing and shipment is required unless open account credit terms have been established and maintained consistent with Optum Engineering’s credit policies. Optum Engineering may render partial invoices and require progressive payments or other forms of payment security. Optum Engineering also may render invoices electronically and require payment by way of electronic funds transfer. Payment by credit card, when permitted by Optum Engineering, is subject to credit card validation and authorization both at time of order placement and immediately prior to shipment. Optum Engineering reserves the right to suspend its performance in the event payment is not made when due. No payment by offset is permitted without Optum Engineering’s consent. Interest charges will be added to overdue invoices at the rate of 1.5% per month starting from the date of invoice, subject to any limit imposed by applicable law. If Buyer’s account is placed with an attorney for collection, Buyer agrees to pay all costs of collection, including attorney’s fees. If a judgment is obtained, interest shall continue at the greater of 18% per annum or the maximum allowed by law until paid in full.
5. DELIVERY TERMS. Delivery terms are FOB Optum Engineering’s facility (or Optum Engineering’s distributor) or as otherwise agreed to as stated on Optum Engineering’s order acknowledgment. In all cases, title transfers to Buyer upon the earlier of Optum Engineering’s delivery to Buyer or receipt by the first carrier for transport to Buyer, except that title to all intellectual property rights associated with the Products remains with Optum Engineering or Product licensors. Where applicable, prepaid shipping will be billed to Buyer as a separate invoice item. Claims for shortages, errors, or unsatisfactory stock must be made in writing not more than five (5) days after receipt of shipment.
6. DELAY IN DELIVERY. Optum Engineering’s acknowledged shipping dates are approximate only, and Optum Engineering disclaims all liability for late delivery. Optum Engineering is not accountable for delays in delivery occasioned by acts of God, failure of its suppliers to ship or deliver on time or other circumstances whether or not caused by circumstances under Optum Engineering’s control. Factory shipment or delivery dates are the best estimates of Optum Engineering’s suppliers, and in no case shall Optum Engineering be liable for any consequential or special damages arising from any delay in shipment or delivery for any reason.
7. WARRANTY AND INTELLECTUAL PROPERTY DISCLAIMER. Optum Engineering warrants equipment manufactured by it and sold through authorized sales channels to be free from defects in materials and workmanship for twelve (12) months from date of invoice by Optum Engineering or its authorized sales channel. If within such period, any such equipment shall be proved to Optum Engineering’s satisfaction to be non-conforming, such equipment shall be repaired or replaced at Optum Engineering’s option. This warranty shall not apply (a) to equipment not manufactured by Optum Engineering, (b) to equipment that has been repaired or altered by other than Optum Engineering so as, in its judgement, to affect the same adversely, or (c) to equipment that has been subjected to negligence, accident, or damage by circumstances beyond Optum Engineering’s control, or improper operation, maintenance or storage, or to other than normal use or service. With respect to equipment not manufactured by Optum Engineering, the warranty obligations of Optum Engineering shall in all respects conform and be limited to the warranty actually extended to Optum Engineering by its supplier. Non-conforming products must be returned at Buyer’s 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.
8. DISCLAIMER AND LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OPTUM ENGINEERING WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. OPTUM ENGINEERING’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES FOR WHICH IT IS FOUND RESPONSIBLE, WHETHER OR NOT INSURED, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WILL NOT EXCEED OPTUM ENGINEERING’S SELLING PRICE TO BUYER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY. OPTUM ENGINEERING DISCLAIMS ALL LIABILITY FOR GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT CONTRACTUALLY REQUIRED OF OPTUM ENGINEERING. ANY ACTION AGAINST OPTUM ENGINEERING MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION BETWEEN OPTUM ENGINEERING AND BUYER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF OPTUM ENGINEERING’S EMPLOYEES, REPRESENTATIVES AND SUPPLIERS AS THIRD-PARTY BENEFICIARIES. EACH PROVISION THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION, OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.
9. PRICES. Prices quoted are valid for 30 days unless otherwise specified. Products containing commodity materials (copper, steel, aluminum, resin, etc.) are subject to increase if the commodity price has changed between the quotation date and the order date. Prices and other information shown in any of Optum Engineering’s catalogs, brochures and websites (including those of its suppliers) are subject to change without notice and to confirmation by specific quotation. Those publications are not offers to sell and are maintained only as a source of general information. Time and material services will be provided in accordance with Optum Engineering’s (or the related service provider’s) published service rates (including applicable overtime and travel expenses) and supplemental terms and conditions in effect as of the date the services are provided, unless otherwise confirmed by Optum Engineering’s written quotation or order acknowledgment.
10. TAXES. Optum Engineering’s prices do not include sales, use, excise, customs, value-added or similar taxes. Buyer will pay or reimburse Optum Engineering for all such taxes as may be applicable or provide Optum Engineering with acceptable tax exemption certificate. Buyer indemnifies Optum Engineering against any costs or losses, including attorney fees, arising from any improper designation of tax status.
11. LICENSED SOFTWARE AND FIRMWARE. Software or firmware Products may be subject to Buyer’s acceptance of separate license agreements, with no rights to use, sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware except as may be expressly permitted by those license agreements.
12. CHANGES AND SUBSTITUTIONS. Buyer requested changes, including those affecting the identity, scope and delivery of the Products to be purchased, must be documented in writing and are subject to Optum Engineering’s (or its supplier’s) prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, Optum Engineering and its suppliers reserve the right to reject any change that Optum Engineering or its suppliers deem unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with Optum Engineering’s design or manufacturing capabilities. Optum Engineering further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.
13. RETURNS. All returns will be pursuant to Optum Engineering’s instructions and at Optum Engineering’s discretion. Non-warranty returns of unused and resalable Products for credit will be subject to Optum Engineering’s return policies in effect at the time, including applicable restocking, handling, and re-packaging charges and other conditions of return. Items designated as Non-Returnable, Special Orders, Non-Stock Items, Cut Wire, Custom Products or Products specifically manufactured or sourced to Buyer’s specification are not returnable. In addition, all returns must be in new condition complete with all parts and in original packaging. Packaging must be free from writing, labels, and must contain all prior factory identification. Shrink wrapped product and factory seals must not be broken. If applicable, material must not have been installed or electrically powered. Returns are allowable only when Optum Engineering has issued Buyer a Return Material Authorization (RMA) in writing. Optum Engineering does not accept responsibility for material returned without an RMA and receipt from Optum Engineering. Issuance of an RMA is not a guarantee of credit for returned materials. Products returned under the manufacturer’s warranty must be properly packed and shipped to locations specified by Optum Engineering. Shipping containers must be clearly marked per instruction and shipped freight prepaid by Buyer.
14. ORDER CANCELLATION. Cancellation by Buyer prior to shipment is permitted only by written notice from Buyer and subsequent written acceptance by Optum Engineering and upon payment to Optum Engineering of reasonable cancellation and restocking charges, including reimbursement for incurred direct costs. Cancellation charges associated with orders for custom Products, Products specifically manufactured or sourced to Buyer’s specification, or orders requiring a commitment to obtain raw materials may equal the actual selling price of the affected Products. Optum Engineering has the right to cancel any order for cause at any time by written notice, and Optum Engineering will be entitled to cancellation and restocking charges as mentioned above. No termination by Buyer for cause will be effective unless Optum Engineering has failed to correct the alleged cause within forty‑five (45) days after receipt of Buyer’s written notice specifying the cause.
15. FORCE MAJEURE. Optum Engineering and its suppliers will not be liable for any loss, damage or delay arising out of Optum Engineering’s failure or that of Optum Engineering’s supplier to perform due to causes beyond Optum Engineering’s or its suppliers’ reasonable control, including without limitation, acts of God, acts or omissions by Buyer or other parties not under Optum Engineering’s or its suppliers’ direction and control, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of delay, Optum Engineering’s performance date(s) (or that of Optum Engineering’s supplier, as the case may be) will be extended for a length of time as may be reasonably necessary to compensate for the delay.
16. EXPORT CONTROL. Products and associated materials sold by Optum Engineering may be subject to various export laws and regulations. It is the responsibility of any exporter to comply with those laws and regulations. In the event that Canadian or local law requires authorization for the export or re-export of any Product or associated technology, no delivery can be made until that authorization is obtained, regardless of any accepted order or promised delivery date. In the event that authorization is denied, Optum Engineering (and Optum Engineering’s supplier, if applicable) will be relieved of any further obligation to the sale or delivery of the Products subject to the denial without liability of any kind to Buyer or any other party. Optum Engineering will not comply with boycott related requests except to the extent permitted by Canadian law and then only at Optum Engineering’s discretion.
17. FACSIMILE and other ELECTRONIC TRANSMISSION. Any documents which are sent by facsimile or other electronic means may be accepted as originals unless the recipient timely requests an original to be sent by some other means. Voice messages may be deemed equivalent to other electronic or written documents subject to appropriate verification of the identity and relationship of the person speaking.
18. WAIVER. No failure or delay by Optum Engineering in exercising any rights, whether occurring once or multiple times, shall be construed as a waiver of Optum Engineering’s rights to require strict compliance with any one or more of these terms and conditions.
19. MODIFICATION. No employee or agent of Optum Engineering is authorized to waive, release, or modify these terms and conditions unless contained in a writing signed by an officer of Optum Engineering.
20. GOVERNING LAW AND FORUM: Any Dispute arising under this Agreement shall be governed by the laws of, and shall be resolved in the Courts of Thunder Bay, Ontario. In the event of conflict between this agreement and Buyer’s purchase order or other documents prepared by Buyer, or between this agreement and any oral representations or agreements between the parties, this Agreement shall control.

Optum Engineering may update these terms and conditions by posting a new version on this website.