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.