817-444-5548

T&C’s

General Terms and Conditions of Sale

  1. Contract: These General Terms and Conditions of Sale (“Terms”) shall govern the provision by TJ Machine and Tool LTD, (“TJM”) to the customer signing below (herein the “Buyer”), of the goods and/or services specified in the quotation (the “Work”) to which these Terms are attached (the “Transaction”). The Buyer’s issuance of a purchase order or any other document which indicates its willingness to proceed with the Transaction following receipt of the quotation to which these Terms are referenced in or attached to, shall be conclusive evidence of the Buyer’s acceptance of these Terms, whether or not the Buyer submits its own terms and conditions as part of such acceptance or otherwise as part of the Transaction (herein such purchase order or other document defined as “Order”). The Buyer understands and acknowledges that the pricing provided in the quotation is predicated on the fact that the Transaction shall be governed by these Terms which shall take precedence to all other documents relating to the Transaction. Any amendment to these terms or entering into another contract or similar document by TJM shall result in different pricing than indicated on the quote.
  2. Quotes and Delays: Quoted pricing is valid for 7 days from the date of the applicable quotation and specific delivery dates and timeframes are going to be indicated on the quote, unless otherwise stated, and such dates shall be from the date of the quote and subject to review at time of Order. Any delays caused by the Buyer (e.g. revisions, drawing release delays, etc.) will impact the completion of the Work, and TJM shall not be liable for any such delays. TJM will not be liable for any delay in performance due to any cause beyond the reasonable control of TJM, including, but not limited to, pandemics, war, embargoes, riots, fires, floods, accidents, mill conditions, strikes, differences with workmen, shortage of transportation, fuel, labor or materials, acts of God, border shutdowns/lockouts or acts of governmental authorities.
  3. Price: Any prices quoted by TJM are an estimate based on the information that is available at time of proposal submission. All deliveries are F.O.B. shipping point unless noted otherwise on the applicable quotation. Final pricing will be confirmed at time of Order but may be adversely affected by supplier inventory shortages, market increases to raw materials, trade embargoes, proposal errors and other factors outside of the control of TJM. All impacts to pricing will be submitted in writing and mutually agreed upon by all parties prior to commencement of the Work, and any delays to the agreement on pricing will impact stated delivery dates. Any taxes under any applicable law, whether existing or enacted upon time of delivery, applicable to the Transaction, whether upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of the Work, including taxes upon or measured by the receipts from the sale thereof, shall be for the Buyer’s account, who shall promptly pay the amount thereof to TJM. For clarity, the foregoing shall not apply to any income, property taxes and payroll taxes or contributions, whether federal, state, municipal, or local, and TJM accepts exclusive liability for their payment for all Vendor employees engaged in the performance of the Work.
  1. Warranty: TJM warrants that the Work shall be new and unused and for 90 days from the date of delivery that the Work will meet the Buyer’s drawings and specifications, and this is the sole and exclusive warranty provided by TJM to the Buyer. In the event of any repair work associated with Work under warranty, the warranty period shall be extended for another 90 days and TJM’s sole obligation shall be to repair or replace such defective work. In no event shall TJM be liable for whatsoever kind of “in and out costs,” including, but not limited to, removal, reinstallation, gaining access, inspection, performance testing, labor, equipment rental or transportation expenses beyond the specified warranty, incidental, consequential or third party damages or costs of any kind. TJM specifically disclaims all other express or implied warranties including, but not limited, to any warranty of workmanship, any warranty of fitness for a particular purpose, any warranty of merchantability and any warranty as to the performance or capabilities of the Work once the Work has been delivered.
  2. Quality Assurance: Unless otherwise specified, the Work will be subject to TJM’s standard inspection at place of manufacture. With respect to any test ordered by the Buyer, TJM can confirm and warrant the properties or characteristics disclosed by such tests only for the locations in which the Work is tested. If inspection by the Buyer be required or provided for, such inspection with consequent approval or rejection shall be made before shipment. If following the delivery to the shipping point specified by the Buyer, the Work should appear not to be in conformity with the applicable specifications, the Buyer shall promptly notify TJM of such condition and afford TJM a reasonable opportunity to inspect the same. If any such Work shall be found by TJM not to be in conformity with the applicable specifications then TJM will, at its discretion, replace such material at the original point of delivery, or repair such material. No Work shall be returned without TJM’s consent in writing. TJM will furnish instructions for disposition of rejected Work. Any claims of errors regarding the quantity of pieces of the Work must be made in writing within 48 hours after receipt of the Work by the Buyer. Anything herein to the contrary notwithstanding, TJM shall not be responsible or liable to the Buyer or others in any manner whatsoever for the service behavior of any machinery or equipment or parts as all manufacturing hereunder is done based on the Buyer’s design and the Buyer expressly releases TJM from all such liability.
  3. Delivery and Risk of Loss: All means of pick-up, delivery, transportation, and/or routing shall be mutually agreed by the parties and the responsibility for such costs shall be specifically noted on the relevant purchase order. In the event a delivered price is quoted and unless otherwise provided herein, TJM shall not be responsible for switching, spotting, handling, storage, demurrage, or any other transportation or accessorial service, nor for any charges incurred therefore, unless such charges are included in the applicable rate from shipping point to destination. The Buyer assumes all risk for any Work at the time of delivery of the Work to the transportation company, and TJM disclaims all liability with respect to the handling of any Work thereafter. TJM disclaims all liability associated with the Buyer’s presence on TJM property, including but not limited to if the Buyer is on TJM property in order to pick up any Work.
  4. Remedies and Limitation of Liability: TJM’s liability in respect of material furnished shall be limited to making replacements or repairs as hereinabove provided, and the Buyer’s sole and exclusive remedy against TJM shall be to obtain such replacements or repairs. TJM shall not be liable for any liquidated damages or penalties in relation to the Transaction, including, without limitation, for the failure to meet any schedule, milestone or delivery dates. TJM’s liability for damages to Buyer for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to Buyer’s direct damages and shall not exceed the amount paid by Buyer for the Work under the Transaction. In no event shall TJM be liable for or the Buyer have a remedy for the recovery of any: (i) any loss of profit (direct or indirect), business, use, production, revenue, contract or opportunity to contract with others; (ii) increased overhead; or (iii) business interruption losses; or (iv) punitive, special or any other indirect or consequential loss or damage (collectively (i) through (iv) referred as “Consequential Damages”) even if TJM has been advised of the possibility thereof. Notwithstanding the foregoing, the limit of liability specified above will not apply the event of any liability attributable to TJM in connection with the Transaction for third party claims for: (i) bodily injury or death or (ii) damage to tangible property; due to the TJM’s gross negligence or willful misconduct in performance of the Work.  In the event of the occurrence of either (i) or (ii) above, the matter shall be referred under TJM’s insurance policies (each an “Insurable Event”), and for any claims relating to such an Insurable Event to which the policies carried by TJM respond, the aggregate limit of liability shall be set at and shall in no event exceed $1,000,000 USD.
  5. Terms of Payment: Net cash payment, in US Dollars, is due within 30 days from date of invoice, except as otherwise agreed to by TJM in writing. Progress payments or deposits may be required and will be identified in writing at the quote stage or subsequently if there have been changes in the credit rating of a Buyer. TJM retains all rights to charge back Buyer any/all costs associated with collection of delinquent accounts.    
  6. Credit Approval: Release of Work, Work in Progress and subsequent shipment shall at all times be subject to TJM’s review of the Buyer’s credit risk.
  7. Amendment and Cancellation: These Terms may not be amended or cancelled except by written agreement signed by an authorized signatory of TJM and expressly referencing the provisions to be amended. The Buyer may cancel a Purchase Order for its convenience within 2 calendar days of TJM ’s receipt of such Purchase Order, otherwise the Buyer is liable for the full amount of such Purchase Order. If at the time of such cancellation with the first 2 calendar days, the TJM has begun production and the Work is in progress but not yet completed, the Buyer shall pay the price of the Work prorated in proportion to the stage of completion of the Work.
  1. Waiver/Severability: Waiver by TJM of any of these Terms shall not constitute a waiver of any other of these Terms and Conditions. If any provision of these Terms is held to be void or unenforceable such provision shall be severed here from and the remainder of these Terms shall remain operative and binding on the parties.
  2. Governing Laws: The Transaction and these Terms shall be governed by the laws of the State of Texas, USA.
  3. Independent Contractor: TJM shall perform the Work and obligations under the Transaction as an independent contractor and under no circumstances shall it be considered an agent or employee of the Buyer. The Terms or the Transaction shall not, in any way, be construed as to create a partnership or any kind of other joint undertaking or venture between the parties hereto.
  4. Electronic Signatures: The parties agree that a manually signed copy of the Terns may be delivered by facsimile, email, or other means of electronic transmission and shall be deemed to have the same legal effect as delivery of a signed original. The parties further agree that these Terms may be electronically signed and that the electronic signatures appearing on these Terms are the same as manual signatures for the purposes of validity, enforceability, and admissibility.

 

Please send back this document to: sales@tjmachine.com

 

Customer Name:  ___________________________

Name of Signatory: _________________________ Signature: ________________________________

Date:  ____________________________________