1. Arrowhead Systems, Inc. ("Arrowhead Systems", “AHS”) consists of Arrowhead Conveyor Corporation, Busse/SJI Corporation, and A & B Engineering Services, LLC and may do business as any of these corporations. AHS also owns the product lines NeXtconveyor and Priority One Packaging.
2. Acceptance: Buyer's acceptance of this proposal is limited to the terms and conditions contained herein and excludes any different or additional terms and conditions supplied by Buyer. If, for Buyer's convenience, Buyer's regular purchase order forms are used in accepting this proposal or in ordering equipment covered by this proposal, Arrowhead Systems’ acceptance is expressly conditioned upon Buyer's assent to the terms and conditions contained herein. Any contract made by and between the parties is expressly conditioned upon Arrowhead Systems’ review and approval of Buyer's credit.
- Equipment Purchase Terms of Payment: The purchase price shall be payable in United States currency (USD) as per the terms expressed in this proposal (to be determined by Arrowhead Systems and communicated to Buyer in writing).
- Parts & Service and equipment orders less than $15,000 value will require payment of 100% of the purchase price due upon shipment or completion of services. The purchase price shall be payable in United States currency (USD).
3. Pricing in this proposal for Steel (stainless and/or mild) projects is based upon steel surcharges in effect on the date of the proposal’s issue. Prior to the submission of a Purchase Order by Buyer, Seller may make adjustments to final steel surcharges that will be passed through to the Buyer. Adjustment will be based on steel surcharges, published by our steel supplier, at the time of the order.
4. Unless otherwise stated in this proposal, all pricing is valid for 30 days from date of proposal issue subject to any changes under Section 3 above.
- Domestic Shipping: The proposed equipment shall be shipped F.O.B. shipping point freight collect by either dedicated or common carrier at the Buyer’s expense and at current applicable charges. If applicable, the cost for any over-width/over-height permits, flagmen, escorts, etc. will be charged in addition to mileage. It is assumed that, if required, all destinations will be accessible by tractor/trailer.
- International Shipping: The proposed equipment shall be shipped Ex-works shipping point. The Buyer is responsible for inland freight, port receiving charges, forwarder fees, ocean/air freight, charges in foreign port, foreign airport, custom clearance, customs duties, and delivery charges to final destination. All wood packaging materials are compliant to the destination country’s requirements at the time of the quote.
6. Manufacturing: The proposed equipment may/will be manufactured and assembled at multiple sites. This proposal does not include any provision for consolidation of equipment at a single facility for either testing or shipping purposes. Each piece of equipment will be manufactured, tested, and shipped according to the standards of each manufacturer. Multiple shipments may be required.
7. Risk of Loss:
- Domestic: Unless otherwise stated on the face of the proposal, the equipment shall be shipped F.O.B. shipping point with risk of loss passing to Buyer upon delivery of the equipment to the carrier, regardless of installation terms. Buyer shall fully insure the equipment against all risks from the time of delivery to the carrier, with policies payable to Arrowhead Systems benefit. Upon request, Buyer shall furnish to Arrowhead Systems certificates of insurance evidencing such coverage prior to shipment. Arrowhead Systems shall determine method and route of transportation unless otherwise specified. Buyer shall pay local transfer, unloading, and cartage costs at destination. Buyer will be responsible for filing any damage claims with the carrier as might be required.
- International: Unless otherwise stated on the face of the proposal, the equipment shall be shipped Ex-works (per Incoterms 2010) original manufacturing site (shipping point) with risk of loss passing to Buyer upon delivery of the equipment to the carrier, irrespective of installation terms. Buyer shall fully insure the equipment against all risks from the time of delivery to the carrier. Arrowhead Systems shall determine method and route of transportation unless otherwise specified. Buyer shall pay local transfer, unloading, and carrier costs to final destination. Buyer will be responsible for an import taxes, customs tariffs, fees levied by the destination country or the shipping country, and for filing any damage claims with the carrier as might be required. Tariffs and taxes are neither collected, nor included in your price calculation at the time of your order. Buyer may get an estimation of these fees by contacting the customs office in Buyer’s area.
8. Delays: Amounts due upon shipment shall be due even if Buyer has notified Arrowhead Systems that they are not ready to receive said shipment. Such delayed shipment is subject to storage and handling charges and is payable upon presentation of invoice. If the terms of the agreement and/or purchase order include installation, startup, commissioning or other services and Buyer delays or interrupts such services, the full balance of the purchase price less cost of completion of such services shall immediately become due. If services are resumed, Buyer shall reimburse Arrowhead Systems for any increased costs resulting from such delays. In the event Buyer does not satisfy the terms of payment outlined herein, Arrowhead Systems reserves the right to assess a service charge of 1 ½ % per month on the amount due on a pro-rata basis for any partial month on the amount due in arrears, provided there is no conflict with local or state law. In the event of any legal action, the prevailing party shall be entitled to reasonable attorney’s fees, together with all costs and expenses incurred.
9. Storage: When Buyer delays shipment and space is available at the factory, Seller will store completed equipment at a reasonable preparation and storage fee for the project at current market rate. Buyer will be invoiced the monthly storage fee along with appropriate costs for preparing the equipment for storage, loading and unloading of equipment.
10. Duty and Taxes: Unless otherwise agreed, the price stated herein does not include any duties, excise, sales, use, property, retailers, occupation, or similar tax. The amount of any such taxes, whether imposed on Buyer or Arrowhead Systems, shall be payable, in accordance with the provisions of any statute or rules, regulations, or decisions of any taxing authority or by reimbursing Arrowhead Systems for the amount of such taxes shown on its invoice. If Buyer claims exemption from any sales, use, or similar tax imposed by any taxing authority, Buyer will hold Arrowhead Systems harmless from any such tax, together with any interest, fines, or penalties thereon, which may at any time be assessed against it by reason of the fact that such equipment or system is held to be taxable by the taxing authority. In the event Buyer is exempt from such taxes or should Buyer elect to pay such taxes directly to the taxing authority, then Buyer shall provide Arrowhead Systems with a valid tax exemption certificate or similar document satisfactory in form to Arrowhead Systems.
11. Prototype Warranty: If Arrowhead Systems has been contracted to develop a prototype unit for the Buyer and Buyer and Seller expressly agree that such work will be a prototype, then all work performed by Arrowhead Systems on the prototype unit shall be on a time and materials basis. Once the Buyer accepts and approves in writing that the prototype unit meets the Buyer’s specifications, Arrowhead Systems shall extend its standard performance warranty, as set forth in the attached document, to any subsequent units purchased by Buyer. This warranty compromises the sole and entire warranty pertaining to the prototype unit and Arrowhead Systems makes no other warranty, guarantee, or representation of any kind whatsoever pertaining to the prototype unit. Arrowhead Systems hereby expressly disclaims all implied warranties including but not limited to merchantability and fitness for a particular purpose or those arising by operation of law, trade usage, or course of dealing.
12. Equipment Warranty: Except as set forth in Paragraph 11 hereof, Arrowhead Systems warrants that the equipment manufactured by Arrowhead Systems shall conform to the descriptions and specifications set forth herein and, when used for the ordinary purposes for which such equipment is designed, shall be free of defects in workmanship and material for a period of one (1) year from commissioning of the equipment not to exceed eighteen (18) months from shipment, whichever occurs first. If the shipment of the machine is delayed at the Buyer’s request, the originally scheduled ship date is utilized in the warranty period calculation. During the warranty period and upon satisfactory proof of claim by Buyer, Arrowhead Systems will repair (excluding installation) any part proving defective in material or workmanship. If such repair does not remedy the issue within 30 days of the repair or service, then Buyer may request replacement of the defective parts F.O.B. Arrowhead Systems factory. Equipment warranty is subject to the following conditions: (a) Buyer shall return defective equipment and components to Arrowhead Systems upon request; (b) this warranty applies only to equipment properly used and maintained and does not apply to any equipment which has been subjected to misuse, neglect, accident, or which has been installed, operated, repaired, altered, or modified other than in accordance with written instructions or written authorization by Arrowhead Systems; (c) that the equipment was started up and commissioned by Arrowhead Systems factory authorized personnel; (d) if the system requires controls/programming and Buyer does not purchase the controls and/or programming from Arrowhead Systems; (e) this warranty does not apply to any equipment or components not manufactured by Arrowhead Systems, and Buyer's sole warranty with respect to such items shall be that of the manufacturer, if any; (f) This warranty does not include any warranty claim for wear parts; (g)There is no liability for damages due to improper maintenance and operation and non-compliance with Seller instructions for storage, service, and maintenance; (h) Seller has no liability nor warranty claims for any consequential, incidental, recall, punitive, loss of profit, or liquidated damages. THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WARRANTY PERTAINING TO THE EQUIPMENT SOLD BY ARROWHEAD SYSTEMS, AND ARROWHEAD SYSTEMS MAKES NO OTHER WARRANTY, GUARANTEE, OR REPRESENTATION OF ANY KIND WHATSOEVER PERTAINING TO THE EQUIPMENT. ARROWHEAD SYSTEMS HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE OR THOSE ARISING BY OPERATION OF LAW, TRADE USAGE, OR COURSE OF DEALING.
13. Laws, Regulations and Codes: The equipment sold hereunder is designed and manufactured to comply with the provisions of the National Electrical Code and the American National Standard Safety Requirements for Packaging Machinery and Packaging-Related Converting Machinery (ANSI/PMMI B155.1) in effect on the date of this proposal. Compliance with other federal, state, or local laws or regulations, or electrical, building, or other codes, standards or requirements, governmental or private, will be furnished only if expressly set forth on the face of the proposal. Arrowhead Systems reserves the right to make changes in the design and specifications of the equipment sold hereunder, or of any component part, to comply with any applicable law, regulation, code or standard, governmental or private, where such compliance is deemed advisable by Arrowhead Systems, and to make adjustments in the price charged for the equipment sold hereunder to reflect such changes. Arrowhead Systems shall not be responsible for failure to comply with laws, regulations, and codes it has agreed to comply with when such failure results from a condition that was not contemplated at the time of the proposal or from alteration of the equipment by persons other than Arrowhead Systems or from an option or accessory to the equipment which was available to Buyer but omitted at Buyer's direction, adaptations to Buyer’s environmental or physical conditions, or from design or instructions provided by Buyer.
14. Compliance with the Occupational Safety and Health Act of 1970 (OSHA) is the responsibility of the Buyer and/or end user and is dependent upon many factors beyond the equipment supplied by Arrowhead Systems. Arrowhead Systems will make every effort to design its products so that Buyer can meet the OSHA requirements. However, the ultimate responsibility for compliance remains with Buyer or the end user. Arrowhead Systems recommends that a risk assessment be performed by the Buyer or the end user once the equipment is installed and is ready for use. Arrowhead Systems will appropriately guard hazards on the proposed equipment, according to national standards at time of manufacturing. Any guarding requirements, which arise as a result of interfacing the proposed equipment in the proximity of an install site hazard, are not included in the pricing presented above. Because of the diversity of every application, the end user is responsible for final guarding, proper training, and use of the equipment by its operators and maintainers. Arrowhead Systems can provide additional guarding and certified training at additional cost. If revisions to the equipment are required and requested, Arrowhead Systems will make them as far as technically possible and will make adjustments in the price charged to reflect such changes. Labor performed by Arrowhead Systems’ employees at Buyer’s facility during installation and start-up will be accomplished in compliance with the applicable OSHA requirements.
15. Indemnification: Equipment furnished hereunder will be manufactured with Arrowhead Systems safety features and furnished with user safety instructions. Operation of the equipment with safety features removed or modified and/or the disregard of the user safety instructions is outside of Arrowhead Systems’ control and is the responsibility of Buyer. Compliance with safe use instructions, regulatory compliance with any safe operating procedures such as OSHA or ANSI by Buyer or the end user is also outside of the control of Arrowhead Systems. Therefore, Buyer agrees to indemnify (at its own expense with counsel satisfactory to Arrowhead Systems), and hold Arrowhead Systems harmless from any and all claims, demands, liabilities, causes of action, suits, costs, and expenses of any kind or nature (including attorney's fees) for loss or damage which may be incurred as a result of injury to persons (including death) and property including, without limitation regarding: (a) any person injured while using the equipment in a manner inconsistent with proper use instructions (examples include but are not limited to riding, sitting, stepping, walking, or climbing on the equipment furnished hereunder); (b) removal or modification to Arrowhead Systems furnished safety features; (c) the disregard of Arrowhead Systems furnished user safety instructions; (d) any portion of the equipment which includes Buyer's existing equipment or equipment furnished by the Buyer; (e) improper use of the equipment; or (f) equipment design or safety features which were developed based on any information, representation, reports, or data furnished or prepared by Buyer which is inconsistent with actual use or conditions.
16. Patents: Arrowhead Systems agrees to indemnify and hold Buyer harmless against charges or claims of infringement of currently existing United States patents owned by third parties in connection with the apparatus manufactured by Arrowhead Systems for the equipment which is the subject of this Agreement. Buyer agrees to notify Arrowhead Systems in writing, immediately upon Buyer's knowledge thereof, of any charge or claim of infringement and gives Arrowhead Systems the exclusive control of the defense and settlement of the charges or claims, including the right to defend, settle, or make changes in the equipment to avoid any alleged infringement. Buyer is responsible for charges and claims of infringement where Buyer has modified or combined the equipment hereunder with other equipment and where Arrowhead Systems furnished equipment is in accordance with drawings and/or specifications furnished by Buyer.
17. Buyer Supplied Data: Buyer acknowledges that Arrowhead Systems has relied upon all specifications and other data supplied by Buyer to Arrowhead Systems in the selection and design of the equipment and the preparation of this proposal. In the event the information was not provided in writing with confirmation of receipt by Arrowhead Systems or the conditions differ from those presented by Buyer and relied upon by Arrowhead Systems, any warranties or performance guarantees contained herein affected by such conditions shall be null and void, unless otherwise mutually agreed upon in writing.
18. Changes and Delays: Proposals to amend the detailed specifications may be offered by either party in writing, which set forth in detail the particular specifications involved, the changes to be made therein, and the effect, if any, of such change on price, design, performance, weight, time of shipment, and time of installation and commissioning. No modification of this Agreement will be permitted unless it is in writing and accepted by Arrowhead Systems. Should the work be delayed or interrupted by Buyer or other contractors of Buyer, or failure of Buyer to furnish facilities or apparatus as agreed herein, or for any other reason beyond Arrowhead Systems’ control, Buyer will reimburse Arrowhead Systems for any additional cost resulting from such causes. Penalty for any delay caused by Arrowhead Systems shall not exceed 5% of the total purchase price.
19. Force Majeure: If, by reason of strikes, non-delivery of acceptable material by suppliers, unavailability of local labor, delay in delivery or non-delivery of acceptable Buyer-furnished property and/or samples of products to be handled, the elements, acts of God, war or war condition, riot, civil disorder, acts of terrorism, government regulation, embargo, fire, flood, severe weather, accident, other acts of force majeure, or causes over which Arrowhead Systems does not have reasonable control, Arrowhead Systems is delayed in completion of the equipment, or installation and commissioning thereof, as defined herein, or Arrowhead Systems is delayed making or be unable to make delivery of goods to be provided to Buyer, no liability shall result there from, and the time of performance under this Agreement shall be extended for a period to be not less than the period of such delay or delays. Nothing contained herein shall be deemed to require Arrowhead Systems to obtain equipment from another supplier.
20. Back Charges: Arrowhead Systems will not pay claims for expenses of Buyer relating to labor and/or material supplied by Buyer.
21. Rejections and Claims: The Buyer shall give written notice of any rejections or claims for shortage or errors within ten (10) days after receipt of shipment. All equipment furnished under this Agreement is custom built for Buyer and is not returnable for any reason except where authorized in writing by Arrowhead Systems.
22. Security Interest: To secure full payment of the purchase price set forth herein, Buyer grants to Arrowhead Systems a security interest in the equipment. Buyer will join with Arrowhead Systems in executing, filling, and doing whatever other acts may be necessary under the applicable law to protect Arrowhead Systems security interest until Arrowhead Systems has been paid the full purchase price.
23. Cancellation: Buyer may cancel this order only upon written notice to Arrowhead Systems and only upon such terms as will indemnify and reimburse Arrowhead Systems for all loss or damage resulting there from, including, but not limited to, Arrowhead Systems direct costs incurred, overhead, reasonable contract profits, costs, and expenses to which Arrowhead Systems has become committed for fulfillment of the contract prior to cancellation. Should Arrowhead Systems agree to cancel an order for any reason, we may, at our sole discretion, retain or return to the customer all, or a portion of, the progress payments depending upon our investment in the project prior to our receipt of notification. Should the customer cancel an order for any reason, the following penalties shall apply:
- 10% of the purchase price if cancelled within 10 business days of receipt of purchase order
- 25% of the purchase price if cancelled between 11 and 20 business days of purchase order
- And after 21 business days, the full amount of the progress payment will be due if not yet paid or shall be forfeited.
- Arrowhead Systems shall have the right to cancel the Agreement if at any time Buyer does not strictly comply with all terms and conditions of this proposal (including without limitation any requirements of progress payments) or Buyer becomes insolvent or commits any act of bankruptcy within the meaning of United States bankruptcy laws. In the event of such cancellation by Arrowhead Systems, Arrowhead Systems shall have the same rights of indemnification and reimbursement as set forth in the first sentence of this paragraph.
24. Installation: Arrowhead Systems is not responsible for installation preparation, which includes engineering analysis of the physical structures to which the Arrowhead Systems’ equipment may be affixed. Buyer is responsible for verification of the floor, ceiling, walls, hangers, brackets, and other supports or devices not provided by Arrowhead Systems. Buyer agrees to indemnify and hold harmless Arrowhead Systems for any accident, damage to person or property, or injury that results from the Buyer’s building or supports, that is provided by the Buyer or is presented to Arrowhead Systems as appropriate for use and installation of Arrowhead Systems equipment. Unless otherwise agreed herein, material for superstructure, hangers, and bracing is to be furnished by Buyer. If Arrowhead Systems does not provide the installation, then it is mutually agreed that any superintendent or technician furnished by Arrowhead Systems shall be subject to Buyer's general supervision during the term of any service done for Buyer, and Arrowhead Systems shall have no liability for schedule performance or costs incurred by Buyer to complete installation. Buyer shall furnish all labor, materials, and tools required for such services and installation. Buyer remains solely responsible for the installation, when such services are provided. It is understood that some realignment or other adjustment in the Buyer or end users premises may be required and such field labor is for Buyer's account and may be billable to Buyer.
25. Mechanical and Electrical Installation: If installation is included in the price offered in this proposal or is quoted separately, then that price is contingent and based upon consecutive installation of all equipment provided by Arrowhead Systems. If the installation process is interrupted by circumstances beyond Arrowhead Systems’ control, then the price will be adjusted so that the installation part of the project will be billed on a time and materials basis. If specified, equipment installation includes labor, hardware, pipe, wire, heavy equipment rental, and travel and living expenses, this proposal is based on straight time only. Overtime, holiday, and weekends will be billed in accordance with Service Bulletin (attached). This Proposal is based upon a clear area for installation of the equipment, meaning that existing equipment and debris must be removed. If a clear area does not exist at the scheduled time for installation, a change order will be required for any additional time needed.
26. Installation Supervision/Assistance: Quotations are estimates only. Buyer will be billed on a time and materials basis in accordance with Service Bulletin in force at the time service is rendered.
27. Startup Assistance, Commissioning, and Training: All quotations provided are estimates only. Please Note: Startup and commissioning of all new Arrowhead Systems’ equipment must be performed by Arrowhead Systems’ trained and approved field service personnel to validate your new equipment warranty.
28. NOTE: TIME IS OF THE ESSENCE: In order for startup & commissioning to be completed by Arrowhead Systems in a timely manner, any mechanical and electrical installation must be completed on time per agreed upon schedule. Any customer-provided conveyor and all upstream equipment must be operational at design speed. Sufficient containers must be available for continuous testing.
29. The Buyer and Seller agree not to solicit, entice, or offer employment to Key Persons employed by the other party for a period of twelve (12) months from the date of last official business contact with the Key Persons under the following conditions:
- Key Persons shall be defined as those employees who have worked directly on Buyer projects with Seller.
- Last Official Business Contact shall be defined as any time the Key Person had any contact (verbal, electronic, in person, in writing, etc.) with any employees or representatives of the Buyer.
30. Special On-site Personnel Considerations: The customer must communicate and/or facilitate for special on-site personnel requirements including, but not limited to:
- Special personal protection equipment, including ARC flash requirements.
- Contractor training (safety and/or quality) that Arrowhead Systems’ staff must attend before performing any work.
- Background checks.
- Hot work permit staffing (a person that whose responsibility is solely to stand and watch welding taking place not only during the work but for a period of time after the work to avoid any possibility of fire hazard).
31. Subcontractors: Arrowhead Systems reserves the right to use subcontractors in the performance of any portion of the fabrication and/or installation work included in this proposal.
32. LIMITATION OF LIABILITY: NOTWITHSTANDING ANY OF THE PROVISIONS IN THE CONTRACT DOCUMENTS, IN NO EVENT SHALL ARROWHEAD SYSTEMS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND OR NATURE SUCH AS, BUT NOT LIMITED TO, LOSS OF INCOME, PROFIT OR REVENUE, LOSS OF BUYER GOODWILL, PRODUCT RECALL, DAMAGE TO BUSINESS, BUSINESS RELATIONS, BUSINESS OPPORTUNITY OR PRODUCTION, LOSS OF USE OF EQUIPMENT, COST OF CAPTIAL, COST OF SUBSTITUTED FACILITIES OR SERVICES, DOWN-TIME COSTS, CLAIMS BY CLIENTS OF BUYERS, OR DAMAGES FOR ECONOMIC LOSSES OR PROPERTY DAMAGE ARISING FROM, CONNECTED WITH OR RELATING TO A PARTY’S ACTS OR OMISSIONS, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OF ANY NATURE, WHETHER SOLE OR CONCURRENT), STRICT LIABILITY, ENTERPRISE LIABILITY, OR OTHER PRODUCT LIABILITY THEORIES. THE CUMULATIVE TOTAL LIABILITY OF ARROWHEAD SYSTEMS, WITH RESPECT TO CLAIMS, COSTS, LIABILITIES AND DAMAGES UNDER OR RELATED TO THE AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF THE WORK, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OF ANY NATURE, WHETHER SOLE OR CONCURRENT), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE CONTRACT PRICE PAID TO ARROWHEAD SYSTEMS PURSUANT TO THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE DAMAGE OR LOSS. THE REASONABLE VALUE OF ANY CORRECTIVE WORK PERFORMED BY OR ON BEHALF OF ARROWHEAD SYSTEMS SHALL BE INCLUDED TOWARD THE CUMULATIVE TOTAL LIABILITY OF ARROWHEAD SYSTEMS AS PROVIDED ABOVE. ANY ACTION ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SYSTEM MUST BE BROUGHT BY BUYER WITHIN TWO (2) YEARS FROM THE DATE THE CAUSE OF ACTION ACCRUES, OR THE APPLICABLE STATUTORY PERIOD, WHICHEVER IS SHORTER.
33. Entire Agreement: When this proposal is accepted by Buyer and approved by Arrowhead Systems, it shall constitute the entire agreement and there are no oral or other representations or agreements outside of this proposal. Neither party shall assign this Agreement or any interest herein without the prior written consent of the other. The laws of the State of Wisconsin shall govern the validity, construction, effect, execution, and performance of this Agreement. If any provision or provisions of this Agreement shall be held to be illegal, invalid, or unenforceable, the legality, validity, or enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
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