Terms of service
TTC North America LLC STANDARD TERMS AND CONDITIONS
Please read these terms and conditions carefully. They contain important information concerning the legal rights, warranties and obligations of a customer (“Customer”). For clarification, the term “Customer” means a business customer and includes, but is not limited to, government, institutional and educational customers, but shall not include a private individual, who is not operating a business.
Except in those instances where TTC NA and a Customer enter into a separate written contract signed by TTC NA’s authorized representative for the purchase of products providing for separate terms of sale, the following terms and conditions will apply. TTC NA expressly objects to and rejects any additional, inconsistent, or conflicting terms and conditions contained in any purchase order or other document provided by Customer. No modification of these Terms of Sale shall be binding upon TTC NA unless made in writing and signed by TTC NA’s authorized representative.
TTC NA reserves the right to revise these Terms and Conditions at any time.
A. SALES POLICY FOR PRODUCTS
1. Wholesale Only.
TTC NA, LLC sells the goods as detailed in the invoice (“Goods”) to the Customer wholesale, for the purpose of resale.
2. Purchase Orders.
Customer shall provide a purchase order to TTC NA for the Goods. TTC NA reserves the right to reject any purchase order, in TTC NA’s sole and absolute discretion, within a reasonable time after delivery to TTC NA, whether or not such order is based on any prior written or verbal TTC NA quotation. TTC NA reserves the right to reject or cancel any orders for goods, parts, or supplies which have been discontinued by TTC NA.
3. Prices.
a. Unless Customer and TTC NA have entered into a written alternative sale agreement, signed by TTC NA’s authorized representative, prices for Goods shall be as quoted by TTC NA or according to TTC NA’s published list price on the date of shipment from TTC NA’s facility. Any discount or rebate shall be calculated based on pricing in effect as of the date of shipment from TTC NA’s facility. All prices, discount, rebates, and quotes are subject to change without prior notice, unless otherwise agreed to in writing signed by TTC NA’s authorized representative. In addition to the price of Goods, Customer will pay TTC NA the amount of any applicable city, state, or national taxes, and any applicable VAT, excise, duty, export, and/or import taxes levied by the various taxing jurisdictions of the United States or any other applicable foreign taxing jurisdiction (each a “Tax”, collectively, the “Taxes”), relating to the Goods or their sale, and any freight stop-over charge, lot loading charge, demurrage charge or the like relating to the transportation or storage of the Goods. Whenever required by a governing authority that TTC NA remit any Tax, such Tax will be added to the invoice as a separate charge payable by the Customer or, if Customer is required to prepay for orders, a good faith estimate of the applicable Taxes shall be prepared by TTC NA and paid by Customer prior to shipment.
b. All sales are final and Customer shall not have the right to return any Goods delivered in accordance with any purchase order for convenience. TTC NA may, however, at its sole option, allow a return of Goods. Any such return shall be at the Customer’s sole risk and expense during transportation and such return shall be effected only upon actual delivery of the Goods, undamaged, in new, saleable condition, to TTC NA or otherwise instructed by it in writing. No credit, whether by refund of monies paid or by allowance against monies due, shall be given until such actual receipt by TTC NA of return Goods in such undamaged, new, saleable condition.
4. Sales Tax.
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, Customer shall indicate which products are tax exempt.
5. Payment and Credit Terms.
TTC NA accepts checks, Visa, MasterCard, Discover and American Express. For Customers with established TTC NA credit, payment terms are net thirty (30) days from the date of shipment or pick-up of Goods. All credit extended by TTC NA and the limits of such credit, is at TTC NA’s sole discretion, and may be reduced or revoked by TTC NA at any time, for any reason. As a condition for the continued extension of credit, Customer agrees to provide TTC NA with current credit information and the latest annual financial statement within five (5) business days following request by TTC NA. TTC NA reserves the right to charge a convenience fee for late payments. TTC NA further reserves the right to charge Customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. There shall be no discounts for early payment or cash payment. All payments must be made in U.S. dollars. TTC NA has the right of set-off and deduction for any sums owed by the Customer to TTC NA.
If the Customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with TTC NA’s credit terms, or fails to supply adequate assurance of full performance to TTC NA within a reasonable time after requested by TTC NA (such time as specified in TTC NA’s request), TTC NA may take any of the following actions: (i) defer future shipments of Goods until such payment or compliance is made, (ii) require cash in advance for any further shipments, (iii) demand immediate payment of all amounts then owed, (iv) elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or (v) may, at its option, cancel all or any part of an unshipped order. If Customer fails to comply with these payment terms, TTC NA may, at its sole discretion, and without notice, immediately terminate any agreements it has with Customer. Upon such termination all amounts owed by Customer to TTC NA shall become immediately due and payable.
TTC NA has the right, at any time and in its sole discretion, to immediately change the terms of any credit extended to Customer if: (i) there is a material change in Customer’s financial capability or creditworthiness; (ii) Customer enters into or signs an agreement regarding any Change of Control; or (iii) a trustee, receiver or examiner is appointed for Customer or its affiliates or subsidiaries or Customer’s plan of reorganization is confirmed by a U.S. Bankruptcy Court. “Change of Control” means any (x) sale, lease, or other disposition of all or substantially all of Customer’s assets; (y) transaction or series of related transactions (by stock sale or otherwise) in which any person or entity becomes the beneficial owner, directly or indirectly, of more than 50% of Customer’s voting control; or (z) merger or consolidation involving Customer.
Additionally, Customer, and each of its subsidiaries and affiliates, agrees to provide to TTC NA proper authorization necessary for TTC NA to request any financial information from third parties.
Customer hereby unconditionally guarantees payment as a primary obligor of, as provided herein, all purchases made by Customer, its subsidiaries and affiliates. Each of Customer’s subsidiaries and affiliates purchasing from TTC NA are jointly and severally liable for all purchases made by Customer and its subsidiaries, and Customer is also acting as agent for such subsidiaries and affiliates. Customer further agrees to defend, indemnify and hold harmless TTC NA from any and all claims, injuries, damages, losses or suits, including, without limitation, attorneys’ fees and costs, arising out of, or in connection with any attempt to disgorge or recover payments to TTC NA made on behalf of Customer by a subsidiary and affiliate on the grounds that such payment was improper, unauthorized, or constituted a fraudulent transfer.
6. Security Interest.
Customer hereby grants to TTC NA a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to TTC NA. Customer agrees to file, and it permits and authorizes TTC NA to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of TTC NA’s lien or security interest.
7. Claims of Customer
As a condition precedent to recovery of any claim of any kind, Customer must comply with the following. All claims of any kind, including if not satisfied with a product for any reason, but except non-receipt, must be made to TTC NA within 5 days after receipt of shipment. TTC NA will promptly provide an exchange or refund if the product is returned within 30 days of delivery, in its original packaging and with proof of purchase from TTC NA. Claims for non-receipt must be made in writing delivered to TTC NA within 10 days after receipt of an invoice. TTC NA’s liability for breach of warranty or contract shall arise only upon prompt return of the products claimed to be defective at Customer’s expense and after due notice to TTC NA of the claimed breach, as set forth in this paragraph.
8. Customer’s exclusive remedies: exclusion of remedies
Any claim for non-receipt of all or part of Customer’s order or any other claim of any kind except breach of warranty shall be limited to the purchase price of the Goods affected, as shown on the invoice. TTC NA’s liability for breach of warranty shall be limited to the furnishing of a like quantity of the same products free from defects or, at TTC NA’s option, to the refunding of the purchase price of the defective product. The foregoing shall constitute Customer’s exclusive remedies. Customer waives all rights of offset for any alleged obligation of breach of contract and breach of warranty (except as set forth herein), negligence, strict liability in tort, and/or other tort. The waiver, agreement and releases in the foregoing sentence is binding on Customer’s successors in title and assigns.
9. Cancellations
Customer may not cancel any purchase order for Goods unless agreed to in writing by TTC NA. TTC NA reserves the right to cancel any order for Goods owing to (a) its inability to perform due to a Nonliability Event (as defined below); (b) a change in the identity of the Customer; (c) a failure on the part of the Customer to pay its account when due; or (d) for any other reason that TTC NA finds it impossible, despite its best efforts, to perform hereunder.
10. Risk of TTC NA’s Nonperformance
The following shall be hereinafter known as the “Nonliability events”: action by governmental authority, public enemy, insurrection, rebellion, or riot; fire; explosion; flood; severe weather conditions; accidents; labor trouble or strikes, shortage of inventory; raw material, power or fuel; difficulties with equipment or transportation; or acts of God or any other cause or events beyond TTC NA’s control. In the event of delays in delivery or nondelivery of the goods which, directly or indirectly, were caused by a Nonliability Event or to which a Nonliability Event contributed, TTC NA shall not be liable for damages, whether direct, incidental, or consequential, and (a) the time for performance shall, at TTC NA’s option, be extended in whole or in part until the termination of the Nonliability Event and for an additional period thereafter reasonably necessary to cure the effects thereof, or (b) at TTC NA’s option, a part or all of the Goods affected may be eliminated from the contract of sale, without any liability to TTC NA, and the contract price shall be appropriately reduced.
11. Statement of Responsibilities
Each Customer or user of TTC NA’s Goods is solely responsible for determining the suitability of the Good(s) selected for the intended application. Each Customer or user must conduct its own studies and gain all necessary approvals and certifications as required for the intended application and finished product.