Terms and Conditions:
1. ACCEPTANCE. All orders are subject to Seller's
written acceptance and Seller's ability to manufacture products.
2. PRICE TERMS. Unless otherwise agreed in writing,
prices of Products are Seller's price in effect on date of shipment. Prices are
subject to change without notice and are exclusive of applicable taxes.
Liability for all taxes and import or export duties imposed by any city, state,
federal or other governmental authority, shall be assumed and paid by the buyer
who further agrees to defend and indemnify the seller against any and all
liabilities for the same. Payment shall be net amount of invoice, in full,
within 30 days of date of invoice for buyers with approved credit. Seller may
charge interest of 1½% per month on bills not paid within 30 days of date of
invoice. If not approved for net 30, payment is due in full at time of
purchase.
3. DELIVERY: All "non-free" shipments are
F.O.B. Fort Worth/Denton, Texas, and are shipped freight collect or prepaid and
invoiced. Acknowledged shipping dates are approximate and not guaranteed. Upon
Buyer's failure to take timely delivery of product, Buyer shall pay reasonable
storage and interest charges for product stored by Seller at Buyer's request.
Seller may also invoice Buyer for Product upon such failure
4. TITLE, RISK OF LOSS. Title to
Products and risk of loss pass to Buyer upon delivery by Seller to carrier. Any
freight damage, lost shipment; or any circumstance warranting a Claim must be
initiated by Buyer with the carrier. Buyer should submit a claim to the carrier
immediately in the case of lost or damaged shipments, or shipments not received
when tracking number confirms deliver of shipment. Seller may provide Buyer
with a tracking number or proof of delivery from the United States Postal
Service, UPS, FedEx, or other carrier used by the Seller. In case of damage, the
Buyer should note the damage on the freight bill of lading, packing list, or
invoice at time of delivery and submit a claim to the carrier.
5. CLAIMS.
Notice of claims for non-conforming Products or Materials, shortages or
non-delivery shall be given in writing within 15 days from receipt of Product
or date fixed for delivery. Failure to give written notice of claim constitutes
unqualified acceptance of Products and waiver by Buyer of all claims in respect
of said Products. No claims will be allowed after Products have been processed
or altered in any manner. Orders produced up to 10% over or under the quantity
ordered shall be considered complete. Buyer has no right of set-off against the
purchase price owed to Seller, which in all events shall be paid in full when
due. In special cases where product was received by the customer that was not
the product they ordered by evidenced of the order document, TurpCo Industries
at their discretion may request the product be returned by the customer, and/or
request from the customer a photo identification of the item(s) in question
prior to the return of said products or items.
6. RETURNS. Products shall not be returned without
TurpCo's prior written approval. The return request must be within 15 days from
the date shipped to the Customer. Returned Products may not be tampered with in
any way and must be in the form shipped by TurpCo in new condition. Risk of
loss and shipping charges for Products returned remain the obligation of Buyer.
TurpCo does not pay shipping or fees of any kind for the return of Products,
and may assess a re-stocking fee. Refunds are at the discretion of TurpCo, and
any shipping costs originating from shipments to the customer paid by TurpCo
will be deducted from any refund granted. Any refund granted by TurpCo applies
only to the product quantity, or units within a product that are a TurpCo
offering, and not the entire product or order. Products manufactured to custom
orders are not subject to return for credit or exchange under any
circumstances.
7. WARRANTY. NO WARRANTY, EXPRESS OR IMPLIED, IS MADE.
SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL LOSS OR DAMAGE ARISING, DIRECTLY
OR INDIRECTLY, IN RESPECT OF PRODUCTS SOLD by TurpCo Industries. Seller's
liability, in all events, is limited to the discretion of the Seller.
8. CANCELLATIONS. Cancellations or modifications of
orders will not be accepted by Seller with respect to Products already
manufactured or in the process of manufacture, and Buyer shall also be
responsible for reimbursing Seller for all costs incurred by Seller in
preparation for manufacture. Once an order is shipped a cancellation cannot be
enforced. See Returns for orders that have shipped.
9. FORCE MAJEURE. Seller will not be liable for any
delay in the performance of orders or in the delivery of Products, or for any
damages incurred by Buyer by reason of such delay, if caused, directly or
indirectly, by fire, flood, accident, civil unrest, act of God, war,
governmental interference, strike, labor difficulty, shortage of labor, fuel;
material or supplies, transportation delays or any other causes (whether or not
similar in nature to the foregoing), or arising from other contingencies or
events beyond Seller's control.
10. SUSPENSION OF PERFORMANCE. Seller reserves the
right at any time to suspend credit or change credit-terms when, in Seller's
opinion, Buyer's financial condition or payment history so warrants. In such
event, in addition to any other remedies provided by law, cash payment or
satisfactory security may be required by Seller before shipment. Seller may
withhold all subsequent deliveries upon failure by Buyer to pay invoices when
due. Buyer shall be liable for all costs and expenses of collection incurred by
Seller.
11. ASSIGNMENT. Any purported assignment or transfer of
this order, in whole or in part, shall be void, absent Seller's prior written
consent.
12. STORAGE AND USE of finished products should be
in dry, temperature controlled conditions. Excessive heat during storage could
deform the clam shell packaging. This also applies to Products stored by Seller
at Buyers request.
13. ASSISTANCE AND ADVICE. Upon request, Seller at its discretion
will furnish, as an accommodation to the Buyer, such technical advice or
assistance as is available in reference to the products. The Seller assumes no
obligation or liability for the advice or assistance given or results obtained,
all such being accepted at the Buyer's risk.
14. COMPLIANCE WITH LAW. Seller certifies that the
products supplied were produced in compliance with the Fair Labor Standards Act
as amended and the regulations and orders of the United States Department of
Labor.
15. ENTIRE AGREEMENT. This contains all terms and
conditions with respect to the sale and purchase of the Products and supersedes
any other writing Buyer may give or receive, and the rights of the parties
shall be governed exclusively by the terms hereof. No modification hereof shall
be binding upon the Seller unless in writing and signed by the Seller's duly
authorized representative. No modification shall be affected by Seller's
acknowledgment or acceptance of Buyer's purchase order forms containing
different provisions. This instrument shall be governed by and construed and
enforced in accordance with the laws of the State of Texas. Any proceeding in
connection herewith shall be brought in a court of the State of Texas, to whose
jurisdiction the parties hereby submit. Any matters affecting the relationship
between Seller and Buyer not addressed by these terms and conditions shall be
governed by the Uniform Commercial Code as in effect in Texas. |
