Description of Terms and Conditions:
These Terms and Conditions apply to the purchase, and/or use of Tandemloc, Inc. ("Tandemloc") material, supplies, equipment, drawings, goods and other articles or accompanying documentation (collectively, "Product") by the purchaser ("Customer") under any purchase order. Any terms in any Customer purchase order, acknowledgment or other document that are in addition to or inconsistent with these Terms and Conditions are rejected by Tandemloc and will be of no effect. Customer may assent to and accept these Terms and Conditions by written acknowledgment, by conduct or course of dealing, and/or by acceptance of or payment for the Equipment ordered. Tandemloc's failure to object to any term or condition contained in any communication from Customer shall not be deemed a waiver of these Terms and Conditions nor shall such failure be deemed an acceptance of any term or condition contained in such communication. These Terms and Conditions may be amended, modified or superseded only in a written agreement executed by an authorized representative of each party.
Right to Cancel
Tandemloc, Inc. may terminate and rescind all or part of this order in the event Customer breaches or fails to perform any of its obligations in any material respect, or in the event Customer becomes insolvent or proceedings are instituted by or against Customer under any provision of any federal or state bankruptcy or insolvency laws or Customer ceases its operation. Orders for custom products are not cancellable. Cancellations for items built to order are not cancellable. All cancellations will be subject to minimum charge of 20% of the sales order.
Quantity; Price; Payment; Late Fees; Taxes
Customer agrees to purchase the quantity of the Product specified in the Order Acknowledgement at the prices specified therein. All prices are in U.S. dollars. Customer must notify Tandemloc in writing of any dispute with invoiced charges prior to the date when payment for such invoice is due. Absent such notice, Customer shall be deemed to have agreed to the charges as invoiced. All past due amounts will accrue a late fee of 1.5% percent per month or the highest rate allowed by law, whichever is less. In the event of delinquency on any account, Customer agrees to pay for all collection costs, attorneys fees, and court costs incurred in the collection of such account, regardless of whether litigation is pursued. All prices are exclusive of, and Customer shall pay, all relevant taxes, assessments, surcharges, levies, or similar items assessed by a governmental body.
Confidential Information
Customer shall hold in confidence all technical and pricing information disclosed to Customer. Customer agrees to execute a separate Confidentiality Agreement if required by Tandemloc.
Intellectual Property
Customer acknowledges that Tandemloc and its licensors own all right, title, and interest, including all patent, copyright, trade secret, trademark, moral rights, and other intellectual property rights in the Product and the proprietary technology embodied therein. No title to any intellectual property rights shall pass to Customer. Customer shall not engage in any act or omission that would impair Tandemloc's or its licensors' intellectual property rights in any Product. Customer agrees that it shall not reverse engineer, decompile or take other action to reproduce or replicate any and all of Tandemloc's products or confidential information currently in its possession or that will be received in its possession related to the sale nor will the Customer allow other parties to reverse engineer, decompile, or take other action to reproduce or replicate Tandemloc's products or confidential information. Customer agrees to execute a separate Confidentiality Agreement if required by Tandemloc.
Delivery Terms
Tandemloc will ship the Product as close as reasonably practicable to Customer's requested date. Tandemloc shall not be liable for any damage or penalty arising from delay in delivery. Risk of loss or damage to any Product shall pass to Customer based on the agreed shipping items as stated on the order acknowledgement.
Installation
Customer is solely responsible for installing the Product. Customer agrees to indemnify and hold harmless Tandemloc, its shareholders, directors, officers, agents, and employees from any and all loss, costs, damages or liability including but not limited to personal injury arising as a result of Product installation.
Security Interest
As collateral security for all of customer's payment obligations under these terms and conditions, Customer hereby grants Tandemloc a first priority security interest in all Products purchased to the maximum extent permitted by law. Customer shall, at Tandemloc's expense, take all commercially reasonable actions required by Tandemloc to evidence and perfect such security interest, including executing and delivering a separate security agreement and UCC-1 financing statement.
Additional Terms
Customer shall not modify the Product in any way without Tandemloc's prior written approval, and Customer shall not authorize any third party to modify the Product without Tandemloc's prior written approval. Customer agrees to abide by Tandemloc's then-current Product return policy, as specified to Customer by Tandemloc.
Limited Warranty
In the event that any product or part thereof sold by TANDEMLOC to Customer is determined by Tandemloc to be defective within the first twelve (12) months following purchase, Tandemloc agrees to either repair or replace said product or part thereof or to refund the purchase price of said product or part thereof to Customer. This is a LIMITED warranty, which terminates twelve (12) months following purchase of said product or part thereof. This warranty between Customer and Tandemloc represents the entire agreement between Customer and Tandemloc. All prior or contemporaneous discussions, representations and/or understandings are merged into this Warranty and may only be amended or modified by a writing signed by all parties.
Disclaimers of Other Warranties
No other form of warranty is extended to cover said Product. Specifically, Customer and Tandemloc, their successors and assigns, expressly agree that the remedies provided in this section are the Customer's exclusive remedies in connection with the purchase, operation or use of the Product. All other warranties, including express warranties and the implied warranties of merchantability and fitness for a particular purpose are hereby disclaimed. Customer hereby waives all other warranties, rights and remedies arising by law or otherwise including, but not limited to, express warranties, the implied warranty of merchantability and implied warranties arising from course of performance, course of dealing or usage of trade, and implied warranty of fitness for a particular purpose. There are no warranties, which extend beyond the description on the face hereof. Also, Tandemloc disclaims all liability for incidental or consequential damages including attorney fees in connection with said Product. Additionally, Tandemloc hereby disclaims any of its obligations or liabilities arising from statute, contract, tort or negligence with regards to said Product.
Force Majeure
Neither party shall be liable for delays in shipment or other performance due to causes beyond its reasonable control and without its fault or negligence, including but not limited to, act of God, acts of civil or military authority, governmental priorities, strikes, fires, floods, epidemics, war, riot, delays in transportation or car shortages, or inability on account of any cause beyond the reasonable control of the party to obtain necessary materials, components, or equipment. In any event of any such delay, the date of shipment or performance shall be extended for a period equal to the time lost by reason of delay.
Returns
Returns will only be considered within 10 days after shipment, and only if the product is unused. Prior to returning, you must obtain a return authorization form from our sales department, following its shipping instructions to return the item. Unauthorized returns will be refused at our receiving dock. A restocking charge of 20% will be applied to all returned goods except those deemed defective or those which were incorrectly shipped. Custom Products are not returnable unless deemed defective. Custom products are those products either built to meet your application requirements or are items that are not stock items.
Specifications, Drawings and Customer Responsibilities
Customer agrees to be bound by the Tandemloc specifications, drawings and Customer responsibilities, both as set forth on the Tandemloc Website and as otherwise furnished by Tandemloc.
Down payments
Down payments may be required and are not refundable. If a down payment is required, your order will not be processed until the down payment is received. Lead time begins after receipt of your down payment.
Product Literature Accuracy
While every attempt is made to give our customers accurate, up to date information in our website, mistakes are possible and products change from time to time. Therefore all data is subject to change without notice. Please confirm any important dimensions or details that may significantly impact your application. Please check that you have the latest information prior to ordering.
Choice of Law
Any dispute about the interpretation of this Warranty shall be governed by the laws of the State of North Carolina.
Resolution of Disputes
Customer and Tandemloc expressly agree that any dispute arising as a result of the purchase, use or operation of the purchased product or part thereof shall, upon written notice to the other party, be resolved through binding arbitration. The location of any such arbitration shall be Havelock, North Carolina. The substantive laws of the State of North Carolina shall govern the arbitration to the extent that they are not in conflict with the then existing rules of The American Arbitration Association. In no event shall Tandemloc be liable for incidental or consequential damages or attorney fees and costs as part of the arbitration award. The award, decision or filing rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with the applicable law in any court having appropriate jurisdiction.
Severability
The invalidity or unenforceability for any reason of any particular provision or provisions of these Terms and Conditions Including Limited Warranty shall not affect the other provisions hereof, and the Terms and Conditions Including Limited Warranty shall be construed in all respects as if such invalid and unenforceable provisions were omitted.
Indemnification by Customer
Customer shall defend, indemnify, and hold Tandemloc, its shareholders, directors, officers, employees, and agents harmless against all costs and reasonable expenses (including reasonable attorneys' fees), damages, and liabilities arising out of any claim by a third party or one of Customer's employees, agents, or contractors for damages relating to personal injury, death, and/or property damage arising from the use or installation of the Product, provided that Tandemloc gives Customer (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend such claim. Notwithstanding the foregoing, Customer shall not settle any third-party claim against Tandemloc unless such settlement completely and forever releases Tandemloc with respect thereto or unless Tandemloc provides its prior written consent to such settlement. In any action for which Customer provides defense on behalf of Tandemloc, Tandemloc may participate in such defense at its own expense using counsel of its choice.
Limitation of Liability
Tandemloc shall have no liability or obligation to Customer except as provided in these terms and conditions. In no event shall Tandemloc be liable to Customer for any incidental, consequential, special, punitive, exemplary or indirect damages, or for any lost profits, even if advised of the possibility of the same, however caused and regardless of theory of liability, whether tort, contract, or strict liability caused or pertaining in any way to the Product. In no event shall Tandemloc be liable for damages relating to personal injury caused by installation of the Product. In addition, Tandemloc is not the manufacturer of the equipment which incorporates, utilizes, or works with the Tandemloc Product. Therefore, Tandemloc shall have no liability or obligation to Customer with respect to the Equipment, and in no event shall Tandemloc be liable to Customer for any incidental, consequential, special, punitive, exemplary or indirect damages, including personal injury or for any lost profits, even if advised of the possibility of the same, however caused and regardless of theory of liability, whether tort, contract, or strict liability caused or pertaining in any way to the Equipment. The disclaimers and exclusions contained herein are independent of any exclusive remedy and shall apply notwithstanding the failure of such exclusive remedy. The disclaimers, exclusions and limitations of liability set forth in these Terms and Conditions form an essential basis of the bargain between Tandemloc and Customer, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of these Terms and Conditions, including the economic terms, would be substantially different.
