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Terms and Conditions
STANDARD TERMS AND CONDITIONS OF SALE (Unless stated otherwise)
The following terms and conditions shall apply to any and all sales of goods and services by TIE Industrial through its legal entities: Tennessee Industrial Electronics, LLC and The Parker Group, Inc. Any suggested exceptions shall be submitted in writing and shall not be effective unless agreed to by TIE Industrial in writing. Any attempt to substitute or add any additional or conflicting terms and conditions is hereby expressly rejected, and shall be of no force or effect. If there exists a conflict between these terms and conditions and a term or condition set forth in the body of the proposal of which this is a part, the term or condition in the body of the proposal will control. NOTE: TIE Industrial’s Invoice Schedule and Payment Terms as defined below are subject to the final approval of TIE Industrial’s Finance Department; TIE Industrial reserves the right to modify the Invoice Schedule and Payment Terms as a result of ongoing credit review. Any deviation from these standard terms may affect other quoted terms, including without limitation, price and/or delivery.
All prices are in United States Currency, and do not include any taxes, duties, freight charges, or fees unless specifically itemized in this proposal. The Purchaser must provide to TIE Industrial a valid tax exemption certificate, if not, TIE Industrial reserves the right to charge the Purchaser sales tax, goods and services tax and/or other transaction tax/duty/fee applicable to this purchase. The prices are firm for a period of thirty (30) days, after which such prices are subject to change.
CORE EXCHANGES AND CORE EXCHANGE CREDITS
For TIE Industrial Purchases with a Core Exchange: Parts are billed at full purchase price. Final cost reflects your price after maximum allowable Core Exchange Credit has been issued. Core Exchange Credit value shown on quotes, webpages, etc. is maximum allowable amount. Core must be ECONOMICALLY REPAIRABLE. Items with substantial damage may be subject to reduced credit at TIE’s discretion. A completed Exchange Form must accompany Core shipment. Core or viable tracking information must be received no more than ten (10) business days following delivery of item purchased. Upon receipt of Core at the TIE Facility, Core will be evaluated and credit will be made available within ten (10) business days. Customer has ten (10) business days after credit is made available to submit written request for payment. If Customer has an outstanding TIE account balance, credit will be applied to that balance. If no outstanding balance exists, credit will be issued.
All inventory is offered on an “as available”, “first come, first served” basis. Products cannot be held or reserved without a purchase order and receipt of any specified down payment amount, where required.
Robot Sales, Robot Refurbishment Services: Goods shall be delivered basis EXW Almont, Michigan or an otherwise specified TIE facility. Liability of loss or damage to goods shall pass to Purchaser upon TIE’s delivery of the goods to a carrier for shipment to Purchaser. Where goods are shipped to a foreign destination, title to goods shall pass to Purchaser at the time of delivery. Otherwise, title shall pass upon full payment of the purchase price to TIE Industrial. Purchaser shall be Importer of Record for all international deliveries and as such, is liable for any and all costs, freight charges, customs, duties, VAT and other related taxes, including without limitation, customs clearance and brokerage fees, and delivery charges to the final destination. All prices assume Purchaser is the Importer of Record. If this is not the case, then TIE Industrial reserves the right to amend pricing. In the event Purchaser must delay shipment of goods for an extended period when the goods are complete and ready to ship, TIE Industrial reserves the right to request that the Purchaser sign a storage agreement acknowledging the Purchaser agrees to accept Title to the completed goods. TIE Industrial will then physically store the Purchaser’s equipment for a time to be mutually agreed upon by both parties. After the agreed upon time, TIE Industrial reserves the right to charge a storage fee, if appropriate. Delivery dates are estimates and subject to change based on available capacity and inventory at the time of order placement. Failure to deliver on the estimated delivery date will not constitute a failure to deliver. Quotes for repair and/or refurbishment of customer-owned robots are valid for 180 days.
Field Service: Field Service quotes or estimates assume immediate and unlimited access to work areas immediately upon arrive to perform work. Delays of greater than 15 minutes become eligible for billing at prevailing Field Service rates.
All other sales: Goods shall be delivered basis FOB Almont, Michigan or an otherwise specified TIE facility. Liability of loss or damage to goods shall pass to Purchaser upon TIE’s delivery of the goods to a carrier for shipment to Purchaser. Where goods are shipped to a foreign destination, title to goods shall pass to Purchaser at the time of delivery. Otherwise, title shall pass upon full payment of the purchase price to TIE Industrial. Purchaser shall be Importer of Record for all international deliveries and as such, is liable for any and all costs, freight charges, customs, duties, VAT and other related taxes, including without limitation, customs clearance and brokerage fees, and delivery charges to the final destination. All prices assume Purchaser is the Importer of Record. If this is not the case, then TIE Industrial reserves the right to amend pricing.
Robot Sales: 50% Fifty percent of the total purchase price will be invoiced upon TIE Industrial 's purchase order acceptance and due immediately. 50% Fifty percent of the total purchase price plus any additional sale items will be invoiced at the time of shipment readiness. Payment terms Net 30.
Field Service: A Purchase Order (or direct payment) for estimated charges for travel, labor and materials is required to execute field service work. Final invoice will reflect actual charges, including any variances from original estimate.
All other Sales: Charges for all other goods and services will be invoiced at 100% at time of delivery and due upon receipt.
All invoices are due upon receipt. TIE Industrial may charge interest on all and any amounts unpaid after invoice due date. Such interest shall be at the rate of the lesser of (i) one and one half percent (1.5%) per month or part thereof; or (ii) the highest rate allowed by law. When required by TIE Industrial, Purchaser shall issue an Irrevocable Letter of Credit (LOC) in favor of TIE Industrial in the amount of 100% of the purchase price. The LOC is to be issued by a bank or other financial institution, approved by TIE Industrial, within thirty (30) days from the date Purchaser places its purchase order with TIE Industrial. The LOC shall be valid until 100% of the Price is paid to TIE Industrial. Individually shippable items will be invoiced upon completion and advice of shipping readiness.
Order Cancellation & Returns
Canceled orders are subject to a 25% cancellation fee. TIE Industrial reserves the right, at its discretion, to retain all or a portion of the Initial Payment as a restocking fee if the Purchaser elects to cancel an issued Purchase Order. Once an order is shipped from TIE’s facilities, robots are no longer eligible for re-stocks. TIE does not offer returns on robot systems.
Upon submission of a quote for evaluation, repair or refurbishment by TIE to customer for customer-owned material, customer will have one- hundred eighty (180) days to respond to the quote. After 180 days TIE reserves the right to consider quoted material as abandoned. Abandoned material will become the sole property of TIE and will be dispositioned accordingly at TIE’s discretion.
TIE warrants to Purchaser that all goods supplied hereunder will be free from defect in material or workmanship for a period of one (1) year from the delivery date unless a different period is set forth in the body of the proposal in which these terms are incorporated. Should any defect appear during the warranty period, TIE shall, if given prompt notice by Purchaser, correct such nonconformity by, in TIE’s sole discretion, either (i) repair at the jobsite, or (ii) repair or replacement of the nonconforming goods F.O.B. TIE’s designated repair facility. The foregoing warranties are subject to revocation in TIE’s sole discretion in the event that Purchaser (1) modifies the goods in any way without the express written consent of TIE; (2) employs such goods in a manner that is not in accordance with TIE’s supplied instructions; or (3) damages the goods in any manner through any means. The foregoing warranties also are subject to revocation or modification in TIE’s sole discretion in the event that Purchaser uses or transfers the goods outside of the country from which they were sold without notice to and written consent from TIE. In such event, TIE may charge Purchaser, at prevailing prices, for all travel, labor, and parts necessary to service such goods. Repair parts are warranted by TIE for a period of one (1) year from the date of delivery, provided, however, that repairs or replacements to original goods shall not renew or extend the warranty period of such goods. Replaced goods or parts become the property of TIE. Goods supplied hereunder, which have been purchased by TIE shall have only the warranty offered by the manufacturer thereof, and TIE disclaims any responsibility with respect to the performance of such goods. Service labor provided by TIE is warranted by TIE for a period of ninety (90) days from the date that the Field Service Report is executed. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY OR PERFORMANCE, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
Refurbishment of Customer-Owned Robots: Warranty coverage is exclusive to specific work performed on the robot and not the entire robot or robot system. Remedy for defects in goods is replacement of goods. If service is required to perform repair or replacement of defect, TIE may charge Purchaser, at prevailing prices, for all travel, labor, and parts necessary to service such goods.
Limit of Liability
EXCEPT AS PROVIDED IN THE SECTION ENTITLED "PATENT AND COPYRIGHT INDEMNITY", TIE INDUSTRIAL’S SOLE AND EXCLUSIVE LIABILITY HEREUNDER SHALL BE TO REPAIR OR REPLACE GOODS OR PARTS THEREOF FOUND TO BE DEFECTIVE WITHIN THE WARRANTY PERIOD. IN NO EVENT SHALL TIE INDUSTRIAL’S BE LIABLE TO PURCHASER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF SUBSTITUTE GOODS, DOWNTIME COSTS, OR OTHER DAMAGES TO PURCHASER OR ITS CUSTOMERS.
Purchaser acknowledges and agrees that any and all ideas, discoveries, concepts, and improvements, whether patentable or not, made during the performance of this Agreement shall be solely owned by TIE. Purchaser agrees to cooperate, at TIE’s expense, in the preparation, filing, and prosecution of patent applications relating to inventions conceived and/or reduced to practice as a result of TIE’s performance under this Agreement.
Patent and Copyright Indemnity
TIE will indemnify and defend Purchaser against a claim that the goods supplied hereunder infringe a United States patent or United States copyright; provided, however, that the obligation to defend and indemnify shall not extend to claims based upon processes incorporating or products manufactured through the use of such goods. TIE will pay resulting costs, damages, and reasonable attorney's fees finally awarded as a result of such claim; provided that (1) Purchaser notifies TIE in writing within twenty (20) days of learning of the claim, (2) Purchaser gives TIE such information and assistance, at TIE’s expense, as TIE may request for the defense, and (3) TIE is given the sole control of the defense and all related settlement negotiations. Purchaser acknowledges that in no event shall TIE’s liability to Purchaser under this Patent and Copyright Indemnity section exceed the amount paid by Purchaser to TIE for any allegedly infringing goods. Aside from its obligation to defend and indemnify, TIE’s sole liability to Purchaser in connection with a claimed infringement shall be, at its option and expense, either to procure for Purchaser the right to continue using the goods or to replace the same so that they become non-infringing. If neither of the foregoing alternatives is reasonably available Purchaser agrees to return the goods on written request of TIE, and TIE shall refund Purchaser's net book value of the goods and transportation costs thereof. TIE has no liability for any infringement claim based upon combination, operation or use of any goods supplied hereunder with goods not supplied by TIE, or based upon alteration or modifications of any goods supplied hereunder. The foregoing states the entire obligation of TIE with respect to infringement of patents and copyrights. To the extent that the goods or any part thereof are supplied according to specifications and designs furnished by Purchaser, Purchaser agrees to indemnify TIE in the manner and to the extent set forth above insofar as the terms thereof are appropriate.
Purchaser grants to TIE Industrial a security interest in any and all goods sold to Purchaser by TIE to secure the purchase price of such goods until fully paid. Purchaser agrees that acceptance of these terms and conditions constitutes a security agreement and hereby authorizes TIE Industrial to file and record such UCC Financing Statements and related documents with such persons and governmental offices as TIE Industrial deems appropriate, desirable, or necessary to perfect, effectuate, complete, preserve and/or continue its purchase money security interest. Purchaser hereby grants TIE Industrial, its agents and employees, as Purchaser’s agent with full power, authority and right to execute and file in the name and on behalf of Purchaser such UCC Financing Statements.
TIE Industrial nor Purchaser shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, act of government or insurrections, fires, floods, tornadoes, strikes (including labor trouble or other industrial disturbance), war, acts of terrorism, embargoes or blockades, legal restrictions, or power, communication, satellite or network failures.
Compliance with Laws
Purchaser will comply with any and all laws and regulations applicable to the use, transportation, re-sale or export of the goods, services and/or technology provided by TIE Industrial, and acknowledges that export or reexport of such items may require that Purchaser obtain an export license from the appropriate authority. Purchaser is further prohibited from using the goods, services and/or technology provided by or TIE Industrial for the development, production, use or stockpiling of weapons of mass destruction (nuclear weapons, biological weapons, chemical weapons or missiles).
Choice of Law and Jurisdiction
These terms and conditions shall be construed according to the law of, and any dispute shall be decided in, the State of Tennessee.