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Standard Terms and Conditions for Sale Agreement
This Standard Terms and Conditions for Sale Agreement (“Agreement”) contains the terms and conditions that apply to any order, purchase, receipt, delivery or use of any products from TimmCo LLC or any of its subsidiaries or affiliates (collectively, “TimmCo”). By accepting delivery of the product(s) purchased from TimmCo and described on your invoice, you agree to be bound by and accept the following terms and conditions. Any attempt to alter, supplement or amend this document or to enter an order for a product(s) that is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both you and TimmCo. These terms and conditions are subject to change without prior written notice at any time, in TimmCo's sole discretion.
1. Definitions.
1. 1.1 “We”, “us” and/or “our” means TimmCo.
2. 1.2 “You” or “your” means the individual or entity named on the invoice.
2. Payment Terms, Orders, and Interest. Advertised prices are in U.S. dollars and, unless otherwise noted, Include shipping and handling. We reserve the right to cancel an order or transaction, in whole or in part. Terms of payment are within TimmCo’s sole discretion, and unless otherwise agreed to in writing by TimmCo, payment must be received by TimmCo before TimmCo’s acceptance of an order. Invoice amounts are due and payable within the period noted on the invoice, measured from the date of the invoice. TimmCo may invoice parts of an order separately. TimmCo is not responsible for pricing, typographical or other errors in any offer by TimmCo and we reserve the unilateral right to cancel any orders resulting from such errors.
3. Shipping, Title and Risk of Loss. Shipping and handling are Included unless otherwise expressly indicated at the time of sale. Loss or damage that occurs during shipping by a carrier selected by TimmCo is TimmCo’s responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. Title to software remains with the licensor of the software. Your use of software is subject to license agreements applicable to the software. Shipping dates are only estimates. You must notify TimmCo of damaged or missing items from your order within fourteen (14) calendar days after you receive your product.
4. Return Policy. You may return TimmCo-branded products purchased directly from TimmCo by contacting and requesting return. Please keep in mind that, among other things, you: (a) must contact us directly before you attempt to return the product; (b) must return the product to us in its original or equivalent packaging; and (c) are responsible for risk of loss and shipping and handling fees for returning or exchanging product. Additional fees may apply. If you fail to follow the return or exchange instructions and policies provided by TimmCo, TimmCo is not responsible whatsoever for Product that is lost, damaged, modified or otherwise processed for disposal or resale.
5. Limited Product Warranty for Domestic Customers and Disclaimer of Warranties. THE LIMITED PRODUCT WARRANTY APPLICABLE TO TimmCo-BRANDED PRODUCTS WILL BE STATED BEFORE PURCHASE OF THE PRODUCTS IN QUESTION. THERE ARE NO WARRANTIES FOR SOFTWARE, SERVICES OR NON-TimmCo BRANDED PRODUCTS, WHICH PRODUCTS AND SERVICES ARE PROVIDED "AS IS". WARRANTY AND SERVICE FOR NON-TimmCo BRANDED PRODUCTS, IF ANY, ARE PROVIDED BY THE ORIGINAL MANUFACTURER, AND NOT BY TimmCo. TimmCo MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT THOSE STATED IN THIS SECTION AND IN TimmCo’S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTY WILL BE EFFECTIVE DURING THE RELEVANT PERIOD, AND TimmCo WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTY ONLY UPON TimmCo’S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED.
6. LIMITATION OF LIABILITY. TimmCo DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE, FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. TimmCoWILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES BUNDLED WITH THE PRODUCTS, TimmCo IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT YOU PAID FOR THE PURCHASE GOVERNED BY THIS AGREEMENT.
7. Software. All software is provided subject to the license agreement that is part of the package you receive from TimmCo. You agree to be bound by the license agreement once the package is opened or its seal is broken. TimmCo does not warrant any software under this Agreement.
8. Products. TimmCo continually upgrades and revises its products and service offerings. TimmCo may revise and discontinue products at any time without prior notice to customers. TimmCo will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet are possible. The parts and assemblies used in building TimmCo products are selected from new and equivalent-to-new parts and assemblies in accordance with industry practices. Spare parts may be new or reconditioned. The quoted TimmCo SKU numbers for TimmCo-branded hardware products are of the quality specified by TimmCo and conform in all material respects with the TimmCo product specification current on the date such products were shipped.
9. Applicable Law and Not for Resale. Any product bought from TimmCo may be resold for profit as long as individual terms and finalized terms (granted before payment) are not broken by doing so.
10. Governing Law. This Agreement and any sales hereunder shall be governed by the laws of the state of Ohio, without regard to conflicts of laws principles, and excluding the United Nations Convention on the International Sale of Goods.
11. Export. You acknowledge that the purchased goods licensed or sold under this Agreement, and the transaction contemplated by this Agreement, which may include technology and software, are subject to the customs and export control laws and regulations of the United States, and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. Further, under United States law, the goods shipped pursuant to this Agreement may not be sold, leased, or otherwise transferred to restricted countries or utilized by restricted end-users or an end-user engaged in activities related to weapons of mass destruction, including activities related to the design, development production or use of nuclear weapons, materials, facilities, missiles or the support of missile projects, and chemical or biological weapons. You agree not to provide any written regulatory certifications or notifications on behalf of TimmCo. TimmCo has not tested product for use in high-risk activities including any life sustaining, chemical, or mission critical use. TimmCo WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE PRODUCTS IN ANY HIGH RISK ACTIVITY, INCLUDING THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT OR WEAPONS SYSTEMS.
12. Miscellaneous Provisions. You will not register or use any Internet domain name that contains an TimmCo trademark or trade name (i.e., TimmCo) in whole or in part or any other name that is confusingly similar thereto. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom. If any term of this Agreement is found by a court of competent jurisdiction to be unenforceable, the enforceability of the remaining provisions shall not be affected or impaired.
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