Terms and Conditions of Sale
- Scope and Application
These Terms and Conditions of Sale (“Terms”) shall govern all quotations, sales, and deliveries of goods and services (collectively, “Products”) provided by Thwing-Albert Instrument Co. (“Seller”) to any customer (“Buyer”). These Terms shall take precedence over any conflicting or additional terms or conditions contained in any purchase order or other document issued by Buyer. - Quotations and Orders
All quotations issued by Seller shall remain valid for thirty (30) calendar days unless otherwise stated in writing. All orders placed by Buyer are subject to acceptance by Seller in writing, and no contract shall exist until such written acceptance has been provided. - Pricing and Payment
Prices are stated on an FOB basis at Seller’s facility unless otherwise specified. Prices exclude shipping, insurance, duties, and all applicable taxes unless stated otherwise. Payment terms are net thirty (30) days from the invoice date unless an alternative arrangement is expressly agreed to in writing by Seller. - Order Cancellation
Buyer may cancel an order only upon prior written approval by Seller and payment of a restocking fee of twenty percent (20%) of the purchase price, unless a different fee is specified. Orders for custom or special Products are non-cancellable once production has commenced. - Delivery and Risk of Loss
All stated delivery dates are approximate estimates and are not guaranteed. Seller shall not be liable for any delays in delivery resulting from causes beyond its reasonable control. Title to and risk of loss for Products shall pass to Buyer upon delivery to the carrier. - Shipping and Handling
Unless otherwise agreed, Buyer shall bear all shipping and handling costs. Buyer shall inspect Products immediately upon receipt and must notify Seller in writing of any claims for shortage or damage within five (5) days of delivery. - Warranty
Seller warrants that the Products will be free from defects in materials and workmanship for a period of one (1) year from the date of shipment. Seller’s obligation under this warranty shall be limited, at Seller’s sole option, to repair or replacement of any defective parts. This warranty excludes damage resulting from misuse, improper installation, unauthorized modifications, or normal wear and tear. - Returns and Repairs
No Product may be returned to Seller without prior written authorization. All authorized returns must be shipped prepaid, in original packaging, and are subject to a restocking fee of twenty percent (20%) of the Product price. Any repairs or replacements provided under warranty shall not extend the original warranty term. - Limitation of Liability
Seller’s liability for any claim or cause of action arising out of or related to the Products shall not exceed the purchase price of the Product in question. In no event shall Seller be liable for any incidental, indirect, or consequential damages, including, but not limited to, loss of profits, loss of use, or downtime. - Intellectual Property
All intellectual property rights related to the Products, including but not limited to patents, designs, trademarks, and copyrights, shall remain the exclusive property of Seller. Buyer shall not copy, modify, reverse-engineer, or create derivative works of the Products without Seller’s prior written consent. - Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict-of-law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of New Jersey. - Force Majeure
Seller shall not be held liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, labor disputes, material shortages, transportation delays, governmental actions, or other force majeure events. - Entire Agreement
These Terms, together with Seller’s quotations and any written order confirmations, constitute the entire agreement between Seller and Buyer and supersede all prior oral or written agreements, communications, or understandings. - Amendments
No modification, amendment, or waiver of these Terms shall be valid unless in writing and signed by duly authorized representatives of both Seller and Buyer.
