TRI-TECH METALS, INC. TERMS AND CONDITIONS OF SALE OF GOODS
- DEFINITIONS USED HEREIN – “Agreement” means this document, including any attached or affixed pages (e.g. purchase orders, quotes, invoices, etc.) and the terms and conditions contained herein. “Tri-Tech” means Tri-Tech Metals, Inc., a California corporation. “Buyer” means the Buyer identified above and in any order of Goods which is hereby made a part of this Agreement. “Goods” means the goods, materials, parts, supplies and/or services supplied by Tri-Tech to Buyer.
- COMPLETE AGREEMENT – All purchases of Goods by Buyer, now or in the future, are subject to the terms and conditions of this Agreement regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, document, or other communication. Preprinted terms and conditions on any document of Buyer and/or Tri-Tech’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement. This Agreement supersedes and replaces all previous requests, quotations, orders or agreements concerning the Goods. Any additional or different terms will not become part of the contract or agreement for the sale of the Goods and are hereby objected to by Tri-Tech without further notice unless made in writing and signed by an authorized representative of Tri-Tech. No modification to this Agreement may be made unless agreed to in writing by an authorized officer of Tri-Tech and Buyer.
- QUOTES, PRICES AND PAYMENT – All quotes are valid for 30 days from the date of quotations unless expressly stated otherwise. All prices quoted are exclusive of freight and packaging unless expressly included in the quote. All orders are subject to acceptance by Tri-Tech, as Tri-Tech may refuse to complete any order for any lawful reason. Any applicable taxes or other governmental impositions, which Tri-Tech may be required to pay or collect, will be added to the price and paid by Buyer unless Tri-Tech receives a valid exemption certificate or otherwise agreed to in writing by Tri-Tech. Any deposits or progress payments shall be paid as identified in the quote. Payment in full is due within thirty (30) days of the invoice date (unless stated in writing otherwise). Any default in payment shall accrue interest at the lessor of 1½ percent per month or the maximum legal rate. Any retention provided in a quote or this Agreement shall be due thirty (30) days after commissioning of the Goods, if applicable. In the event that commissioning is delayed by Buyer without the prior written approval of Tri-Tech, any retention amount shall be paid by Buyer within thirty (30) days of the date the commissioning was originally scheduled to occur. All sales are final.
- DELIVERY OF GOODS – The delivery dates associated with any order are estimates only and are not conditions of this Agreement or the sale of any Goods. Delivery of all Goods is contingent upon payment of all amounts due at that time to Tri-Tech for the Goods. No order may be delayed or rescheduled by Buyer unless agreed to in writing by Tri-Tech. In the event of any delay requested by Buyer, the price of the Goods is subject to increase and Buyer shall be responsible for any storage charges or other charges associated with holding the Goods. In the event of any delay of finished Goods by Buyer, the full amount for the Goods may be invoiced by Tri-Tech as though delivery were made on the completion of the Goods. Unless otherwise stated, Tri-Tech’s best judgment will be used in routing shipments and subject to its shipping policy. Title to the Goods shall not transfer until payment in full is made by Buyer. Shipping dates are not guaranteed. Tri-Tech disclaims any direct or indirect liability for any damages suffered by Buyer which result from delays in delivery.
- CANCELLATION OR MODIFICATION – No order may be cancelled or modified by Buyer unless requested in writing and accepted by Tri-Tech in writing, which cancellation may be accepted in the sole and absolute discretion of Tri-Tech. In the event of any cancellation, Buyer shall be responsible for all costs (materials, labor, etc.) incurred prior to the date of cancellation. Buyer will also be responsible for any and all restocking fees associated with any cancellation.
- EXCUSABLE DELAYS – No liability shall result from delay in performance or non-performance directly or indirectly caused by circumstances beyond Tri-Tech’s control, which include, but are not limited to, acts of God, fire, explosion, flood, war, terrorism, act of or authorized by any government, accident, labor trouble, or shortage or inability to obtain material, equipment, or transportation. Quantities so affected may be eliminated from the Agreement without liability, but the Agreement shall remain otherwise unaffected.
- LIMITED WARRANTY AND WARRANTY DISCLAIMER – Tri-Tech shall assign any manufacturer warranty for the Goods received by Tri-Tech. Tri-Tech warrants the Goods to be free from material defects in material and workmanship for twelve (12) months from delivery except: (a) when Goods have been modified or altered following delivery and/or subject to improper handling, storage, installation, operation, or maintenance; (b) when an item is purchased by Tri-Tech as a component part of the Goods, except to the extent to which such item or items are covered by the warranty, if any, of the original manufacturer; (c) when any component of or instrument used to manufacture the Goods was provided or sold to Tri-Tech by Buyer, or otherwise specified by Buyer; and (d) no warranty of a component part shall extend beyond the warranty period of the device in which such component part is incorporated. Any claim by Buyer made pursuant to Tri-Tech’s warranty must be made in writing during the warranty period. Tri-Tech shall have the right to inspect the Goods claimed to be defective and shall have the right to determine the cause of such alleged defect. Tri-Tech agrees to repair or replace all Goods deemed defective under Tri-Tech’s limited warranty at Tri-Tech’s option. All Goods replaced or repaired by Tri-Tech under its warranty shall be replaced or repaired F.O.B. Tri-Tech’s facility. Tri-Tech reserves the right to select the location of any repairs necessary for the Goods. Except as expressly stated herein, Tri-Tech makes no other warranties concerning the Goods whatsoever. THE AGENTS AND EMPLOYEES OF TRI-TECH ARE NOT AUTHORIZED TO MAKE MODIFICATIONS, EITHER WRITTEN OR ORAL, TO THIS WARRANTY OR AGREEMENT, OR ANY ADDITIONAL WARRANTIES WHICH MAY BE BINDING UPON TRI-TECH. ACCORDINGLY, ADDITIONAL STATEMENTS BY ANY EMPLOYEE OR AGENT OF TRI-TECH, WHETHER ORAL OR WRITTEN, DO NOT CONSTITUTE WARRANTIES AND SHOULD NOT BE RELIED UPON BY BUYER, ITS EMPLOYEES, AGENTS, REPRESENTATIVES OR ANY THIRD PARTY. TRI-TECH DISCLAIMS AND EXCLUDES ANY AND ALL OTHER EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATIONS OF REMEDIES AND DAMAGES – Buyer agrees that Tri-Tech’s obligations described in Paragraph 7 are Buyer’s sole and exclusive remedy, and that Tri-Tech’s total liability to Buyer, Buyer’s customers and to any other person, relating to this Agreement, its performance or non-performance, or from the use of Goods furnished, is limited to the price of the Goods giving rise to the claim. Such obligation and liability shall terminate twelve (12) months from delivery. TRI-TECH AND ITS SUPPLIERS WILL NOT, IN ANY EVENT, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCURRED IN CONNECTION WITH THE GOODS, WHETHER ANY CLAIM FOR RECOVERY IS BASED UPON OR ARISES OUT OF THEORIES OF CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHERWISE, including, but not limited to back charges; labor costs; costs of removal, replacement, testing or installation; loss of efficiency; loss of profits or revenues; loss of use of the Goods or any associated products; damages to associated products; lateness or delays in delivery; unavailability of Goods; cost of capital; cost of substitute Goods, facilities or service; downtime; or claims from Buyer’s customers or other parties to Buyer or directly to Tri-Tech for such damages.
- INDEMNITY – Buyer shall release, indemnify, defend and hold Tri-Tech harmless, and its present and future officers, directors, shareholders, employees, agents, subsidiaries, affiliates, successors and assigns from any and all liability (including without limitation liability for negligence or strict liability), claims, losses, suits, demands, penalties, fines, forfeitures, damages and costs (including reasonable attorney’s fees) caused by, arising out of or relating to: (a) any form of intellectual property claim related to designs, instructions, specifications or intellectual property developed or furnished by Buyer; (b) any claim related to any component of or instrument used to manufacture the Goods provided or sold to Tri-Tech by Buyer, or otherwise specified by Buyer; (c) any claim related to the combination of the Goods with any hardware, text, graphics, software or other device supplied or specified by Buyer, (d) any claim arising from modification or alteration of the Goods; (e) Buyer’s use of the Goods after delivery, whether negligent, unlawful or otherwise, and (f) any liens, liabilities, damages, costs, expenses and the like arising out of or related to any form of claim covered under this Paragraph.
- ATTORNEYS’ FEES – In the event of a dispute between the parties concerning this Agreement or the Goods, the prevailing party shall be entitled to its reasonable attorneys’ fees and legal costs.
- GOVERNING LAW – This Agreement shall be governed by and construed in accordance with the laws of the State of California. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, proceeding, suit, or claim arising out of this Agreement or the Goods in the state or federal courts of San Bernardino County, California. This Agreement shall be binding upon the successors and assigns of Buyer.
- SEVERABILITY – Invalidity or unenforceability of any of the terms provided herein shall not affect the validity or enforceability of any other term.
- WAIVER – Waiver by Tri-Tech of Buyer’s performance, or inaction with respect to Buyer’s breach of any provision of this Agreement, or failure of Tri-Tech to enforce any provision of this Agreement, will not be deemed a waiver of future compliance or deemed a course of performance modifying such provision, and such provision will remain in full force and effect as written.
- REPRESENTATIONS AND WARRANTIES – By placing an order with Tri-Tech, Buyer represents and warrants all of the following are true and correct, as Tri-Tech is specifically relying on all of Buyer’s representations and warranties in agreeing to accept and fulfill Buyer’s order: (1) Buyer has independently verified all applicable federal, state, and local laws and confirmed Buyer is lawfully permitted to purchase and own the Goods, (2) Buyer will only modify or alter the Goods in compliance with all applicable federal, state, and local laws; (3) Buyer acknowledges and accepts that the Goods, unless expressly stated otherwise, have not been registered with any governing body; (4) Buyer will not transfer the Goods if altered or modified unless expressly permitted by applicable law; (5) Buyer will only use the Goods in compliance with all applicable laws to which Buyer may be subject; and (6) Buyer has not relied on any statement made or implied by Tri-Tech in making any representation or warranty in this Paragraph.
- Relationship – The relationship of the parties pursuant to this Agreement will be that of independent contractors. Neither party has, and will not, represent that it has any power, right, or authority to bind or to incur any charges or expenses on behalf of the other party or in the other party’s name without the written consent of the other party.
If you have any questions about these terms and conditions, You can contact us:
- By email: email@example.com
- By phone number: 877-874-8324