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STANDARD TERMS AND CONDITIONS OF SALE
ALL QUOTATIONS AND SALES BY TMB Designs or Top-Notch Shooting Products
ARE SUBJECT TO THESE TERMS AND CONDITIONS.
- 1. PRICE.
TMB Designs, Top-Notch shooting Products (here after known
as TMB) TMB reserves the right to
implement standard price changes/increases at any time, which
shall apply prospectively to Customer’s purchases effective with
Customer’s next Purchase Order (PO) submitted after TMB
provides Customer with written notice of such price change.
- 2. TAXES
AND OTHER CHARGES. Prices for Products do not
include shipping from TMB's warehouse, insurance and
similar costs, or sales, use, value-added tax, excise or any other
taxes. A standard shipping charge plus insurance is applied to
each invoice based on the value and/or weight of the shipment.
- 3. PAYMENT
TERMS. All payments for Products shall be made in
Pounds Sterling. For the protection of both parties, credit card
orders may require a security check concerning the ownership and
validity of the credit card.
a. Initial
first 3 orders.: TMB requires prepayment for at least Customer’s first
three purchases. Several prepayment options may be available, at the
TMB’s
sole discretion, i.e. credit card, wire transfer, company cheque. TMB
reserves the right to hold an order pending cheque clearance. TMB will consider opening a net thirty (30) day account
for companies, after three purchases. If Customer is approved
for credit, payment is due thirty (30) days from the invoice date.
Customer may be subject to credit limits, as may be determined from
time to time, at the sole discretion of TMB. Each shipment shall
be invoiced and paid for when due, without regard to other scheduled
deliveries. TMB reserves the right to utilize self-help remedies
on past-due accounts, including without limitation, placing Customer’s
orders on credit hold. Additionally, TMB may at it discretion
impose a late fee of 1½% monthly on any undisputed, past-due amount
until the balance is paid. Customer is liable for all costs TMB may incur in collecting any undisputed, past-due balance, including
without limitation, solicitors fees and court costs.
b. Orders Outside the
U.K.: TMB accepts
prepayment in UK Pounds Sterling by wire transfer. TMB may also accept
payment by credit card or cheque in UK Pounds Sterling, on a U.K.
bank, at TMB’s sole discretion. TMB reserves the right to hold
an order pending cheque clearance. If paying by wire transfer, any
related wire-transfer fees will be the Customer’s sole
responsibility.
Credit card orders shipped outside the
U.K. must
be shipped to the credit card billing address. TMB reserves the
right to refuse offers of payment by credit card for any reason.
c.
Import Licenses : TMB Designs does not
require an Export license for our goods, any import licenses or
permits must be obtained by the purchaser at their own cost..
- 4. PURCHASE
ORDERS. During the business
relationship between Customer and TMB, Customer may place orders
by submitting POs or other purchase documents to TMB, but in no
event will Customer’s PO supersede or control over these Terms and
Conditions, nor is any PO binding on TMB unless TMB expressly
accepts the terms in writing. Each PO should state (1) the quantity
and description of Product ordered; (2) requested delivery schedule
and method; (3) the applicable agreed Price; (4) the physical
location to which the Products to which the Products are to be
shipped; (5) address to which invoices are to be sent for payment;
(6) any other information reasonably requested by TMB from time to
time. Preprinted terms and conditions in any PO are null and void,
as are additional or different terms, unless TMB specifically
accepts them in writing with reference to these Terms and Conditions
in the PO acceptance. Customer’s POs or orders are not considered
accepted until TMB indicates its acceptance in writing. TMB will
acknowledge POs or orders within five (5) business days of receipt.
If Customer does not receive acknowledgement of PO within five (5)
business days, Customer should contact TMB to confirm receipt.
These Terms and Conditions also supersede any conflict in any
Incoterms (International Commercial Terms) convention or
interpretive document, regardless of the issuing institution.
- 5. PACKAGING
AND DELIVERY. All
Products will be suitably packed, marked and shipped in accordance
with common carrier and other applicable requirements. All
deliveries of Products are shipped FOB Origin, Pershore,
Worcestershire. United Kingdom. Title to all Products, and all risk
of loss of or damage to Products shall pass to Customer, upon
shipment of the Products from Pershore, United Kingdom. Any damages
or losses must be notified to the company in writing within 6
working days of receipt of order. Notification after this time will
invalidate any claim.
- 6. SCHEDULING.
Subject to the provisions below, Customer
may delay delivery of any Products which are on order and scheduled
for shipment more than thirty (30) days after receipt of Customer’s
PO change order, for a maximum deferral of ninety (90) days. Only
one (1) such PO change order shall be accepted per scheduled
shipment. Products covered by accepted POs may be rescheduled as
follows:
- 7. PARTIAL
SHIPMENT. TMB
may make partial shipments of Products. Partial shipments shall be
separately invoiced and shall be paid for when due. Delay in
shipment or delivery of any particular installment shall not
relieve Customer of its obligation to accept and pay for
subsequent installments.
- 8. WARRANTY
AND LIABILITY LIMITATION.
Products sold under these Terms and
Conditions are covered by TMB’s Standard Warranty and Repair
Policy, which may be amended from time to time in TMB’s sole
discretion, which
constitutes Customer’s sole remedy for any Product defect. THIS
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND
TMB EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT
ALLOWED BY LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT. TMB’s
sole liability, and Customer’s sole.
- remedy, in contract, tort, or otherwise, shall be limited to
repair or replacement of defective Product. TMB will not be
liable for indirect, direct, special, punitive, or consequential
damages of any kind, including loss of use, loss or damage to
other equipment, or lost profits arising out of or in connection
with use of the Product, even if TMB has been advised of the
possibility of such damages. In some jurisdictions, the foregoing
disclaimers or limitations on damages are prohibited or limited by
law, so they may not apply to Customer.
- 9.
COMPLIANCE
WITH LAWS, ETHICAL PRACTICES. TMB and Customer will follow and comply with all applicable governmental
laws, regulations, and orders in the sale and purchase of any
Products. Customer will not export or re-export the Products except
in full compliance with all applicable laws and regulations.
Customer acknowledges it is solely responsible for complying with
all Export Acts.
- 10.
NOTIFICATION OF DAMAGE TO ITEMS/ SHIPMENT. Any
claims for damage must be made in writing directly to TMB within 6
working days of receipt of order
- 11.
NO
LICENSE OR SUPPORT. These
Terms and Conditions relates solely to the purchase and sale of
Products and no right or license to any intellectual property, or
any maintenance, support or service obligation is intended or
implied hereby. All TMB software not embedded in the Products may
be licensed by separate agreement. Hardware and software maintenance
or support is also available by separate agreement.
- 12.
FORCE
MAJEURE. Neither
party will be liable or responsible to the other party hereunder for
delay or failure to perform any of its obligations, other than a
duty to pay money, due to events beyond the party’s commercially
reasonable control, including acts of God, wars, terrorism, riots,
strikes and the like.
- 13.
NOTICES.
All notices permitted hereunder must be written and made by personal
delivery or certified or registered mail (return receipt requested),
and are deemed given on the date confirmed by the written delivery
receipt generated by the courier delivering the notice. Notices must
be given at the parties’ addresses below, which may be changed for
notice purposes by giving the other written notice of a new address.
- 14.
WAIVER.
Waiver or failure of party to exercise in any respect any right
provided for herein shall not be later deemed a waiver nor prevent a
party from strictly enforcing any right at a later time.
- 15.
SEVERABILITY,
MODIFICATION.
If any term or provision of these Terms and Conditions is held
invalid or unenforceable by a court of competent jurisdiction, these
Terms and Conditions shall remain otherwise unaffected and fully
enforceable. No changes or modifications to these Terms and
Conditions shall be binding upon TMB unless signed by an
authorized officer of TMB in an addendum hereto, except that TMB may, from time to time, reasonably amend these standard Terms and
Conditions, and such amendments shall be binding upon Customer.
- 16.
ASSIGNMENT.
Customer may not assign these Terms and Conditions without TMB’s
prior written consent, which will not be unreasonably withheld or
delayed. Any assignee must assume all obligations of these Terms and
Conditions and any POs pending on the date of assignment, but an
assignee must submit a new credit application and does not receive
Customer’s credit terms.
- 17
.INTEGRATION.
These Terms and Conditions express the parties’ entire
understanding concerning this subject matter, and supersede and
merge all prior written or oral proposals, agreements or
understandings.
- 18.
DESIGN. TMB may at any time change the layout, structure,
designs, material or calibres contained in its displays without
prior notice.
- 19.
PERSONALIZED ITEMS. Any order for personalized
items requires a 30% initial payment before work commences. Any personalized
"over run "items may be sold to a third party. Any
personalized items may be used for display purposes at any exhibition/
show that TMB wishes to participate at.
- 20.
HANDMADE GLASS. "Hand made" glass
because of its nature may contain small blemishes, air bubbles or similar
peculiar characteristics, and under these circumstances will not
be classed as damaged or unsaleable.
- 21.
RESALE OF GOODS IN THE U.S.A and CANADA. TMB
are unable to obtain product liability insurance for these
countries, all products must be covered by the purchaser's/
retailer's own liability insurance.
- 22.
ORDER ACCEPTANCE. Any orders placed with TMB are
accepted on the understanding that the purchaser has read,
understands and accepts these terms and conditions.
If you have any problems with the "terms and
condition" please tel 0044 (0) 1386 561117 or email to enquiries@cartridgedisplays.com
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Copyright © 2007 TMB Designs/Top-Notch Shooting
Products.
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