T-SPA MFG LLC POLICIES
Risk of Loss.
1. Risk of loss will be on the Buyer from the time of delivery of the Goods to the carrier. Until payment is made in full to Seller, the Buyer will provide, at their own expense, insurance on the Goods to ensure the Seller’s and Buyer’s interest as they appear.
Inspection of Property; Disclaimer of Warranty; Disclaimer of Reliance.
2. Buyer has been given full opportunity to inspect the Goods (or similar) or to have it inspected and Buyer has accepted the Goods in its condition. Buyer accepts the Goods “AS IS” with any faults.
3. Except as provided on the attached Exhibits (if any), the Goods are sold “AS IS” and Seller expressly disclaim all warranties, whether express or implied, including but not limited to, any implied warranty of merchantability or fitness for a particular purpose.
4. Seller does not assume or authorize any person/agent/entity to assume on behalf of Seller, any liability and in connection with the sale of Goods. The Seller’s disclaimer of warranties does not, in any way, affect the terms of any applicable warranties from the manufacturer of the Goods.
5. Buyer will inspect the Goods at the time and place of delivery.
Returns or Exchanges.
6. There will be no returns or exchanges for any reason after the delivery of the Goods and inspected by the Buyer.
Payment, Title, and Terms.
7. Unless otherwise agreed, Buyer shall make payment in full by tendering, or causing to be tendered, cash, credit, wire transfer, check, or money order at least 24 hours prior to delivery.
8. Title to the goods will remain with the seller until deliver and actual receipt of the Goods by the Buyer or, in the alternative, the Seller delivers all requisite Transfer Documents.
9. The Seller retains a security interest in the Goods until paid in full.
10. The Buyer’s failure to give notice of any claim within 7 days from the date of delivery will constitute an unqualified acceptance of the Goods and operate as a waiver by the Buyer of all claims with respect to the Goods.
Excuses for Delay or Failure to Perform.
11. The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents, and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole discretion, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the goods at the time specified or within one month after the date of the Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by a full refund of all sums paid by the Buyer pursuant to the Agreement.
Remedies and Cancellation.
12. The Buyer’s exclusive remedy and the Seller’s limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the purchase price of the particular delivery for Goods with respect to which loses or damages are claimed, plus any transportation cost incurred and actually paid by Buyer.
13. The Seller’s remedy against Buyer for failure to pay according to the terms of the Agreement shall include the Purchase Price, any transportation/delivery fees incurred by Seller, and any other fees associated with attempted collections of the past due amounts, including Court fees and Attorney’s fees.
14. Buyer’s cancellation rights to the Agreement are as follows (ONLY APPLICABLE TO NON-CUSTOM ORDERS):
a. The Buyer has the right to cancel the Agreement free of charge if cancellation is done at least seven (7) calendar days prior to delivery date.
b. If cancellation is made by Buyer within seven (7) calendar days, Buyer will be responsible for paying a restocking fee equal to 10% of the Purchase Price.
c. THERE WILL BE NO CANCELLATIONS for custom/customized order.
15. The Seller reserves the right to cancel the Agreement:
a. If the Buyer fails to pay for Goods in accordance with the Agreement;
b. In the purported event of Buyer’s insolvency or bankruptcy; or
c. If the Seller deems that its prospect of payment is impaired or otherwise at risk.
Governing Law; Venue; Jury Waiver.
16. Our policies shall be governed by, enforced in accordance with, and interpreted under, the laws of the State of Texas. Any dispute arising out of or related to our policies must be brought exclusively in Harris County, Texas. THE BUYER FURTHER AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION RELATING TO OR ARISING FROM THE TERMS OF THE AGREEMENT.
17. Our policies may be executed in separate counterparts, each of which shall be considered an original and all of which together shall constitute one and the same instrument.
Severability, Entirety, and Modification.
18. Should any clause, section or part of our policies be held or declared to be void or illegal for any reason by any court of competent jurisdiction, all other clauses, sections or parts of the policy which can be effected without such illegal clause, section or part shall nevertheless continue in full force and effect.
19. The Agreement, including all the Exhibits which are made a part hereof, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes any prior agreement or communications between the parties relative thereto, whether written or oral. The representations, warranties, covenants and agreements set forth in the Agreement and in any schedules or exhibits delivered pursuant hereto constitute all the representations, warranties, covenants and agreements of the parties hereto and upon which the parties have relied. The Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed by authorized representatives of each party.
20. The failure of any party to enforce any of the provisions of the Agreement or to require compliance with any of its terms, at any time during the pendency of the Agreement, shall in no way affect the validity of the Agreement, or any part hereof, and shall not be deemed a waiver of the right of such party thereafter to enforce any provision of the Agreement.
21. Except as otherwise explicitly set forth herein, each party shall pay its own costs and expenses, including attorney's fees, incurred in connection with the Agreement and the transactions described herein.