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General Terms and Conditions |
All orders accepted by Tyflong International, Inc. ("Tyflong")
are subject to and shipped strictly in accordance with the
general terms and conditions listed herein. These general terms
and conditions may not be altered or amended in any way. No
additional or different terms or conditions stated or
incorporated by buyer shall be enforceable against Tyflong,
unless specifically agreed to in writing by an authorized
representative of Tyflong.
1. Disclaimer of Warranties and Limitation of Liability.
Tyflong does not guarantee buyer any end-use results for any of
its materials. Unless otherwise expressly stated in writing,
Tyflong makes no warranties, express or implied, including, but
not limited to, any representations or warranties with respect
to fitness for a particular purpose or merchantability of any of
its materials.
In the event of Tyflong's liability, whether based on contract,
tort, negligence, strict liability or otherwise, buyer's
exclusive remedy will be limited to replacement by Tyflong of
any defective materials for which claim is made by the buyer, or
allowing credit of purchase price at Tyflong's option. No claim
will be allowed by Tyflong for any materials claimed by buyer to
be defective or unsuitable unless Tyflong is permitted to
examine the materials before use or processing by buyer. All
errors, defects or damaged materials claimed by buyer must be
confirmed by Tyflong's inspection. In the event that Tyflong and
buyer are unable to reach an amicable solution to the claim, the
materials shall be examined by a third party mutually acceptable
by Tyflong and buyer for final judgment.
Tyflong expressly disclaims any liability to the buyer, its
customers or to the users of its materials, for special,
incidental or consequential damages, including damage to or loss
of other property or equipment, personal injury, loss of profits
or revenues or cost or other damage, loss or expense from any
cause whatsoever, arising out of or in any way connected with
the sale or use of its materials. Any action must be brought
within one year from the date of shipment. Some states do not
allow the exclusion or limitation of consequential damages or
the limitation on the time this warranty applies, so these
limitations may not apply to you.
In consideration of the sale of its materials to buyer, which
sales, Tyflong would not otherwise make, buyer agrees to
indemnify and hold Tyflong harmless for all claims, expenses,
losses and liability of any nature whatsoever arising out of the
buyer's handling and/or use of the materials, whether used alone
or in combination with any other substance.
This Disclaimer of Warranties and Limitation of Liability will
be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without giving effect to its
conflict with laws or provisions of your actual state or country
of residence. If for any reason a court of competent
jurisdiction finds any provision or portion of the Disclaimer of
Warranties and Limitation of Liability to be unenforceable, the
remainder of the Disclaimer of Warranties and Limitation of
Liability will continue in full force and effect.
2. Minimum Order Quantities and Written Price Quotations
Tyflong's minimum order quantity is 44 pounds. Special
circumstances may result in the acceptance of a smaller order.
Please contact an authorized representative of Tyflong for
details on orders less than 44 pounds. Tyflong reserves the
right to ship excess or deficiency of five weight percent (+/-
5%) on all materials ordered.
Upon request, Tyflong will provide a written price quotation for
buyer's desired quantity of materials. Written price quotations
will include an estimate of additional charges for shipping,
handling, taxes, duties, brokerage fee, freight or insurance
charges. The actual cost of these additional charges may vary
from the quotation due to a change in freight rates (including
any freight surcharge), export duties, taxes or other
governmental charges, or insurance rates (including War Risk),
or any change in exchange rate (including change resulting from
any currency devaluation or revaluation).
Unless a material is market-price sensitive, written price
quotation for materials will effective for 30 days from the date
of quotation. Tyflong's prices are subject to change at any
time, including at time of order due to changing material market
conditions, without notice.
3. Shipping
Tyflong will ship all materials ordered according to buyer's
written instructions. Tyflong reserves the right to alter any of
buyer's shipping instructions for hazardous materials covered by
the United States Department of Transportation. Shipments shall
be made F.O.B. shipping point. All title and risk of loss shall
be borne by buyer from time of Tyflong's delivery of materials
to common carrier at the shipping point.
In the absence of shipping instructions, material will be
shipped by whatever method Tyflong deems appropriate. All
scheduled shipment dates are approximate and subject to delay
caused by fire, strike, or other labor disturbances, Act of God,
shortages of material, or failure of supplier to satisfactorily
meet scheduled deliveries or any other factor or event beyond
Tyflong's reasonable controls, none of which factors shall give
rise to any liability on the part of Tyflong, but shall
constitute a waiver of any claim for delay. In no event shall
Tyflong be liable for consequential or other damages for any
delay. The materials are the sole risk of Buyer after delivery
by Tyflong to common carrier. All risk for shortage, loss, delay
or damage in transit shall be borne by Buyer.
Under certain circumstances partial shipments may be made.
4. Payment
The payment due date shall be specified in writing in Tyflong's
price quotation and invoice. Unless otherwise agreed upon,
payment shall be due net thirty (30) days after the invoice due
date. Any invoice remaining unpaid after the payment due date
accrues late charges until paid at the rate of 5% per month or
at the highest interest rate allowed by law.
Buyer shall reimburse Tyflong, upon demand, for any fees and
costs of collection incurred by Tyflong, including reasonable
attorneys' fees. If buyer becomes insolvent, or is unable to pay
its debts as they come due, or files or has filed against it a
bankruptcy, insolvency, or if Tyflong in good faith doubts the
ability of buyer to pay, Tyflong may demand cash payment or
other form of guarantee of payment in advance before shipment of
materials is made.
Any manufacturer's, retailer's, occupation, use, sales or excise
tax, duty, custom, inspection or testing fee or any other tax,
fee or charge of any nature imposed by any governmental
authority on or measured by any transaction between Tyflong and
buyer shall be paid by buyer in addition to the contract price
as quoted or invoiced, unless Tyflong specifically states in
writing that such taxes, fees or charges are included in the
contract price or unless at the time the order is submitted, the
buyer provides Tyflong an acceptable certificate exempting
Tyflong from any such taxes, fee or charge. Buyer shall
reimburse Tyflong for all non-exempt taxes, fees or charges upon
demand.
5. Materials Safety Date Sheet (MSDS)
In compliance with OSHA, Tyflong shall provide a materials
safety data sheet (MSDS) for all materials shipped. The MSDS is
prepared by manufacturer's technical staff based on the best of
their knowledge and information. As such, the MSDS is offered
solely for buyer's information, consideration and investigation.
Tyflong provides no warranties, either express or implied with
respect to its MSDS. Tyflong assumes no responsibility for the
accuracy or completeness of the data contained in any MSDS.
6. Technical Advice
Any technical advice provided by Tyflong concerning the use of
its materials is given without charge. Tyflong disclaims any
warranties, either express or implied and disclaims all
liability for such advice.
7. Hazards.
When materials have been classified as hazardous, the materials
shall be handled only by qualified and trained individuals. In
purchasing materials from Tyflong, buyer acknowledges and agrees
that there are hazards associated with the use of the materials.
Buyer represents and warrants to Tyflong that buyer, based on
its own independent review and study is fully aware of and
knowledgeable about the following:
(a) the heath and safety hazards associated with the handling of
the materials purchased;
(b) industrial hygiene controls necessary to protect its workers
from such health and safety hazards;
(c) the need to adequately warn of health and safety hazards
associated with the materials; and
(d) government regulations regarding the use of and exposure to
such materials.
8. Patents and Uses.
The offering of any materials does not constitute nor imply the
use or infringement of any pending or issued patent. |
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