Terms & ConditionsTerms and Conditions of Sale
The sales of merchandise and services by Tingue are subject to the following Terms and Conditions regardless of other or additional Terms and Conditions that conflict or contradict this agreement in any purchase order, document, or other communication. The failure of Tingue to object to conflicting or additional terms will not change or add to the terms of this agreement. The failure of Tingue to enforce at any time any of the provisions of this agreement, or to exercise any election or option provided in this agreement will not be construed as a waiver of any such provisions or the right of Tingue to enforce each and every such provision. The unenforceability of any of the provisions of this agreement will not affect the remainder of the Terms and Conditions. Buyer’s rights and obligations may not be assigned or otherwise transferred without Tingue’s express prior written consent. The provisions of these Terms and Conditions may not be amended or waived without except by written agreement between authorized parties of Buyer and Tingue.
A line of credit may be established if account information and references meet Tingue guidelines. Tingue reserves the right to cancel credit or change terms at its discretion and without notice. In addition, Tingue reserves the right to require pre-paid payment terms, including shipping charges and taxes, from any Buyer whose account is overdue or who has an unsatisfactory credit or payment record. Tingue may also refuse to sell to any Buyer until overdue accounts are paid in full.
All orders and requested changes to orders are subject to acceptance by Tingue, either through written order acceptance, delivery, or mutually agreed-upon electronic means. Tingue reserves the right in its sole discretion to reject any order placed by Buyer, even if a price quote was provided to Buyer.
Prices, Taxes and Payment
All prices quoted are FCA Shipping Point (Incoterms 2010) and do not include shipping costs. Tingue reserves the right to change the prices of its products at anytime without notice. All US invoices are payable in United States dollars at Tingue’s designated remittance address. No discount may be taken unless permitted by the terms of the invoice. All Canadian invoices are payable in Canadian dollars at Tingue’s designated remittance address. No discount may be taken unless permitted by the terms of the invoice. Any tax, duty, custom or other fee of any nature imposed on a shipment by any governmental authority will be paid by the Buyer in addition to the price quoted or invoiced, except to the extent that the Buyer provides Tingue with an acceptable tax exemption certificate. On any past due balance, Tingue may charge interest from the payment due date to the date of payment at the rate of 1 ½% per month, plus reasonable attorney fees and collection costs.
Changes and Cancellation Prior to Shipment
All reasonable requests for order changes or cancellations will be honored if received prior to the start of production (manufactured goods) or shipping (non-manufactured goods). All other requests are at the discretion of Tingue and may be subject to a restocking fee.
All merchandise will be packed for shipment in accordance with Tingue’s standard practices, unless Buyer specifies a preferred packing method and Tingue accepts in writing or electronic acknowledgement. Any additional costs for preferred packing will be borne by Buyer. Unless otherwise specified in writing by Buyer, Tingue will ship by the most appropriate method, without assuming any liability in connection with the shipment by doing so. Tingue’s obligations with respect to the shipment and delivery will be met upon Tingue making delivery to the carrier. The risk of loss or damage to merchandise will be assumed by the Buyer once the merchandise leaves the shipping point (FCA Shipping Point – Incoterms 2010). Any and all claims by Buyer for damage or loss of merchandise in transit will be made by Buyer against the carrier and Tingue will have no liability in connection therewith. Tingue reserves the right to make partial shipments and Buyer will accept delivery and pay for merchandise delivered. A delayed delivery of any part of an order does not entitle Buyer to cancel other deliveries. Buyer will be responsible for inspecting all merchandise shipped by Tingue. Merchandise not rejected in writing to Tingue within 30 days following shipment will be deemed to have been accepted by Buyer. Tingue is not responsible for lost or damaged freight parcels shipped on a customer’s carrier account.
Returns and Claims
No merchandise may be returned to Tingue without written consent in the form of a Return Material Authorization (RMA) from our Customer Service department, stating why the merchandise is being returned and how it is to be returned. If a return is authorized for reasons other than damage or defect, the customer will be responsible for a restocking fee, determined by Tingue as well as the return freight charge. Tingue reserves the right to deny returns for merchandise older than 30 days from the date of shipment and merchandise determined by Tingue to have been subjected to improper operating or environmental conditions, mishandling, misuse, damage, abuse, neglect, alteration, and improper installation or repair (by non-Tingue personnel). All unauthorized returns will be refused. Electrical and electronic parts and equipment as well as special order parts sales are final and are not eligible for return.
Any unauthorized use of Tingue merchandise, directly or indirectly, is fully at the Buyers risk and voids any and all obligations on the part of Tingue.
Tingue warrants that the products sold hereunder conform to Tingue’s applicable specifications for such products as in effect at the time of shipment by Tingue or specifications provided by Buyer and expressly accepted by Tingue in writing provided that Tingue shall not have any liability whatsoever for any damage to or defects in products resulting directly or indirectly from events occurring after the delivery of such products to carrier by Tingue. Liability of Tingue in connection with the sale of its products will be limited, at the sole option of Tingue, to either refund of the purchase price received by Tingue or replacement of any product, provided that Buyer notifies Tingue of its claim of alleged defect or nonconformity within 30 days of receipt, the product is returned to Tingue promptly upon request, and Tingue concurs that the product is defective or nonconforming. This limited warranty is the sole and exclusive warranty given by Tingue. Tingue gives and makes no representation or warranty of any kind, expressed or implied, other than that expressly set forth herein. No representative of Tingue is authorized to give or make any other representation or warranty or modify this warranty in any way except in a written amendment to these standard Terms and Conditions signed by an authorized representative of Tingue and specifically referencing these standard Terms and Conditions.
Limitation of Liability
Tingue is not liable for and Buyer is not entitled to any indirect, special, incidental or consequential damages. Buyer’s recovery from Tingue for any direct damages will not exceed the price of the merchandise at issue. Buyer will indemnify, defend and hold Tingue harmless from any claims based on compliance with Buyer’s specifications or instructions, modification or installation of any products by anyone other than Tingue or use in combination with any other products.
Tingue is not liable for failure to fulfill its obligation for any accepted order or for delays in delivery due to causes beyond its reasonable control, such as acts of God, acts of omission by the Buyer, man-made or natural disasters, medical epidemics, government regulation, delay or inability to obtain labor or materials or transportation. In such events, Tingue may, at its discretion and at any time, without notice to Buyer, postpone delivery or make partial delivery with the permission of Buyer. Otherwise, Tingue may cancel all or any portion of any order without further obligation or liability to Buyer.
This transaction shall be governed and enforced in accordance with the laws of the state of New Jersey.