TFI/Inline Design Corporation
Products
The following terms and conditions of sale shall apply to all products manufactured and sold by TFI/Inline Design Corporation. Such terms and conditions shall not be modified or superseded by and terms and conditions of the purchaser, and the purchaser's acceptance of these terms and conditions is expressly made conditional on TFI's assent in writing to any additional or different terms.
Prices
All prices are in effect at the time of printing or contracting, and are subject to change without notice, unless a firm contract price is specified to remain in effect for a definite term on the written quotation. TFI/Inline Design Corp. shall have the right to correct any obvious errors in specifications or prices. All freight charges incurred with shipments from point of manufacture will be assumed by the purchaser. The cost of packaging is not included in the price unless specifically noted.
Billing
Unless otherwise expressly provided, payment shall be due 30 days from the date of each invoice, without discount. Any cash discount which may be expressly provided for applies only to the sale price of the goods at the shipping point, and does not apply to any charges made for taxes, storage loading or transportation. No unauthorized deductions will be allowed. All accounts over 45 days old will be placed on credit hold and are subject to INTEREST CHARGES OF 1-1/2% PER MONTH AS WELL AS ALL COSTS AND REASONABLE ATTORNEY FEES INCURRED IN PURSUING COLLECTION OF SUCH ACCOUNTS. If the purchaser is past due in payment of any amount owed to TFI/Inline Design, or if TFI/Inline Design deems itself insecure about the financial responsibility of the purchaser. TFI/Inline Design reserves the right, without liability and without prejudice to any other remedies it may have, to suspend performance and to decline to ship or to stop any material in transit, until it receives payment of all amounts owing by the purchaser.
Minimum Billing
The minimum billing by the seller for any order shall be $50.00.
Credit Policy
Prior credit approval by TFI/Inline Design Corp. (in its sole discretion) and non-delinquent status are necessary before shipping any products on open account. To establish an open account, TFI/Inline Design Corp. requires a bank reference, three trade references, and submittal of a current financial statement in a form approved by TFI/Inline Design Corp. TFI/Inline Design Corp. will ship all orders C.O.D. until such credit information has been received and approved by our credit department.
Taxes
Any taxes and import duties which TFI/Inline Design Corp. may be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any products or services, whether under any existing or future law or any foreign law or regulation, shall be paid by the purchaser upon demand. The foregoing shall not apply to any taxes, the payment or collection of which is excused by reason of delivery to TFI/Inline Design Corp. of valid tax exemption certificate.
Transfer of Title: Title to goods purchased hereunder shall not pass when identified to this contract. Title to the good shall remain in seller until seller receives full payment of the purchase price from buyer. Where payment is made by check, title to the goods shall remain in seller until the checks are negotiated and the seller actually receives funds.
Choice of Law: All purchasers and orders are bound by the laws of the State of Colorado and consent to the jurisdiction of the District and /or Circuit Court of Denver County, Colorado. If the goods are removed from the State of Colorado, with or without the consent of the seller, to any other state or nation, seller may recover such goods in such state or nation and may exercise any right or remedy with respect to the recovery of the goods as provided in this agreement or by the laws of the State of Colorado or by the laws of the state or nation where the goods are located at the time of recovery.
Exclusion of parole and Extrinsic Evidence: This writing is intended as the final expression of the agreement of the parties and parole or extrinsic evidence is inadmissible to explain, vary or contradict the express terms hereof.
Approval of Drawings/Cancellation
Final approval of drawings prepared by TFI/Inline Design Corp. or approved for construction drawings provided by the buyer, are required prior to the start of fabrication and ordering of materials for custom manufactured products, as well as standard products to be modified to suit the purchaser's requirements. Once approval drawings are started by TFI/Inline Design Corp. and materials have been ordered, the order cannot be cancelled without the written consent of TFI/Inline Design Corp. If consent is given for cancellation, TFI/Inline Design Corp. shall be entitled to charge the purchaser for all reasonable expenses caused by such cancellation. TFI/Inline Design Corp reserves the right to consider all change orders to approved drawings as separate and new orders subject to all of these terms and conditions.
Jigs, Fixtures, Dies, Tools and Patterns
Any jig's, fixtures, dies, tools or patterns required for fabrication shall be the property of TFI/Inline Design Corp. regardless of whether the costs of the same are paid by the purchaser, unless specifically agreed upon in writing.
Designs and Specifications
All designs and specifications shown in TFI/Inline Design Corp. promotional materials are subject to change without notice in order to best meet the requirements of any particular order.
Shipping Weights and Dimensions
Shipping weights and dimensions given in TFI/Inline Design Corp promotional materials are as close as can be estimated but are not guaranteed, and TFI/Inline Design Corp will not be held accountable because of any discrepancy between actual shipping weights or dimensions and weights and dimensions shown in promotional materials.
Shipping and Damage to Goods
All Shipments are FOB shipping point, meaning that TFI/Inline Design Corp. has no responsibility for safe delivery of its products after putting them in the possession of a carrier and making reasonable arrangements for transportation, tendering and documents necessary to enable the purchaser to obtain possession of products and notifying the purchaser of the shipment. Title to products and the corresponding risk of loss passes to the purchaser at the time TFI/Inline Design Corp puts such products in the possession of the carrier, even though TFI/Inline Design Corp may reserve a security interest in the products or may not be required to deliver a title document at such time. Therefore any claims for loss or damage during transportation must be settled between the customer and carrier. TFI/Inline Design Corp reserves the right to ship products in the most economical manner consistent with safeguarding the product. Where the purchaser requests special packaging or handling, any additional cost will be billed to the purchaser.
Claims
Claims for shortage or errors in filling orders must be made to TFI/Inline Design Corp., within 10 days after receipt of products. The customer must supply a copy of the invoice and the name of the carrier who delivered the products.
Returns
Any custom fabricated products cannot be returned, and TFI/Inline Design Corp. will accept no returns of standard products for credit unless it has given permission for the same in advance. A 20% restocking charge will be charged on any such non-defective product taken from TFI/Inline Design Corp. regular line that are returned for credit, providing that the goods are returned with freight prepaid in a new and saleable condition. The purchaser will pay any additional charges incurred in returning products to saleable condition.
Returns for Repair
When goods are returned for repair due to causes not covered by TFI/Inline Design Corp. Warranty, the purchaser must notify TFI/.Inline Design Corp. in advance. Items to be repaired should be shipped prepaid (freight collect shipments will not be accepted), with a detailed statement of the problem encountered. A repair estimate will be provided upon request, excluding any hidden or unforeseen problems.
Limited product Warranty
Unless otherwise specified in contract documents, TFI/Inline Design Corp's products are backed by the following warranty. For the benefit of the original user, TFI/Inline Design Corp. warrants for the period of twelve months after date of delivery, that all products shall be free from defects in material and workmanship. For any product found to be defective, TFI/ Inline Design Corp. will repair or replace it, or refund to the purchaser its purchase price, whichever remedy TFI/Inline Design Corp. shall select in its sole discretion. All products not manufactured by TFI/Inline Design Corp., but used in its products carry the original manufacturer's warranty copies of which are available upon request.
THE WARRANTY CONTAINED IN THE PRECEEDING PARAGRAPH IS IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE ABOVE PARAGRAPH AND TFI/INLINE DESIGN CORP. HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PURCHASER EXPRESSLY AGREES THAT TFI/INLINE DESIGN CORP. SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY CLAIM, SUIT OR PROCEEDINS, INCLUDING BUT NOT LIMITED TO CLAIMS FOR OTHER LABOR OR REPAIRS, LOSS OF PROFITS, OR OTHER EXPENSES INCIDENTAL TO REPLACEMENT OF PRODUCTS.
TFI/Inline Design Corp., shall have no responsibility under this warranty for damages caused during shipping, by improper use or installation of the product, by the purchaser's attempts to use the product beyond its capacity, or for products modified, or repaired by any person or entity other than TFI/Inline Design Corp., (unless such repair was authorized in writing by TFI Inline Design Corp.), or for products which have been subjected to misuse, abuse, neglect, vandalism, or accident.
Notice of a defective product must be given to TFI/Inline Design Corp. in writing immediately upon the discovery of such defect, and include evidence of the date of purchase. All products must be returned to TFI/Inline Design Corp for warranty work and all returns require TFI/Inline Design Corp's pre-approval of shipping arrangements. The purchaser must pay all fright charges incurred in shipping parts to or from TFI/Inline Design Corp., or to other manufacturers or repair facilities, under this warranty. Upon arrival, all products will be inspected by TFI/Inline Design Corp., and if determined defective in materials or workmanship, will be replaced or put in proper operating condition. If TFI/Inline Design Corp. elects to refund the purchase price of defective products, it will so advise the purchaser, which must return such products to TFI/Inline Design Corp. immediately at the purchaser's expense. In the event warranty repair work is required at a location other than TFI/Inline Design Corp. facility, the purchaser shall bear the expenses necessary to send a TFI/Inline Design Corp. technician to the jobsite. Upon arrival, TFI/Inline Design Corp. will inspect the alleged defective product(s), to determine the cause of the failure and shall make the final decision as to TFI/Inline Design Corp's limit of liability.
Force Majeure
TFI/Inline Corp. shall not be liable for any delays or failure to make delivery due to causes beyond its control, or beyond the control of its sub-contractors or suppliers, including but not limited to, acts of God, accidents, actions of governmental authorities, energy shortages, acts of terrorism, transportation delays, or labor disturbances. TFI/Inline Design Corp. shall not be obligated to enter into any settlement of the issue causing the disturbance which in not in its best interest.
Patent Infringement
TFI/Inline Design Corp. will not undertake to determine whether any purchase order might infringe existing patent rights. If a product is to be manufactured to any specifications provided by the purchaser, the purchaser agrees to indemnify TFI/Inline Design Corp. from all expenses resulting from any claim of infringement of the patent in connection with the production of such product, including but not limited to, reasonable attorney fees. The purchaser further agrees to assume TFI/Inline Design Corp's defense in any action alleging infringement of patent rights.
Technical Information and Assistance
The purchaser shall have sole responsibility for the specification, selection and application of the products purchased from TFI/Inline Design Corp. TFI/Inline Design Corp. will endeavor to furnish advice with reference to the use by the purchaser of any TFI/Inline Design Corp. products, but makes no warranties and assumes no obligation or liability for advice given verbally or in writing. The purchaser assumes all risk and liability which may result from the use of any product produced by TFI/Inline Design Corp., whether used singularly or in combination with other products. The purchaser further agrees to indemnify TFI/Inline Design Corp. from all expenses resulting from any claim of negligence, product liability, breach of warranty, or similar claim, in connection with the production of such product, including but not limited to, reasonable attorney fees.
The purchaser further agrees to assume TFI/Inline Design Corp. defense in any action alleging negligence, product liability, breach of warranty, or similar action in connection with the production of such product successors and assigns. The obligations of the purchaser under these terms and conditions shall inure to the benefit of TFI/Inline Design Corp. affiliates, successors, and assigns.