Standard terms governing the sale of products and services by Transfer Tool Products.
Transfer Tool Products, LLC (herein “Seller”) and the customer purchasing products or services (herein “Purchaser”). These terms and conditions of sale (“Terms”), any Seller quotation, acknowledgment, invoice, and other Seller documents constitute the complete terms governing the sale of products and services. Seller may update these Terms at any time without notice. In the event of a conflict, precedence applies as follows: (a) terms expressly agreed to in writing by an authorized officer; (b) Seller document terms; (c) these Terms.
Quotations are offers to sell a quantity of products for the life of the Purchaser’s program (maximum 10 years). All Quotations are valid for 30 days and may be amended by Seller at any time. Acceptance occurs upon acknowledging the Quotation, issuing a purchase order on substantially the same terms, accepting delivery, or other conduct recognizing the existence of a contract.
Prices are in U.S. Dollars and subject to change without prior notice. If input costs increase, Seller reserves the right to increase prices or apply surcharges. A negotiable piece price change applies for annual volume changes greater than 20% from the estimated volumes in Seller’s quote.
Unless otherwise specified in the Quotation, payment terms are thirty (30) days net from the date of Seller’s invoice. Purchaser has no right of set-off unless expressly agreed to by Seller in writing. All shipments are subject to Seller’s credit department approval.
Seller will use reasonable efforts to meet requested delivery dates, provided Purchaser has complied with Seller’s applicable 8-week order lead time. Unless otherwise noted, delivery is EX Works to Purchaser’s facility. Purchaser pays all freight, insurance, and shipping expenses. Seller may deliver partial shipments.
Unless otherwise agreed in writing, variation in quantities shipped over or under 10% of ordered quantities shall constitute compliance. Seller is not obligated to ship beyond the quantity in any firm accepted release, and is not obligated to accept future orders beyond accepted releases.
Risk of loss passes to Purchaser when products leave Seller’s dock. Title passes to Purchaser upon Seller’s receipt of payment in full.
Unless otherwise set forth in the Quotation, Seller warrants that at the time of delivery, products will be free from defects in material — excluding raw material laminations and inclusions inherent in metal coil processing, which are nearly impossible to prevent. Unless agreed otherwise in writing, warranty length is three (3) years from delivery. Seller is a build-to-print supplier and is not responsible for damages arising from product design, suitability for purpose, or integration into Purchaser’s assembly.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Unless otherwise agreed in writing, all special tooling (tools, jigs, dies, fixtures, molds, patterns, gauges, and test equipment) used in manufacturing remains the property of Seller. Any tooling or equipment furnished to Seller by Purchaser remains the property of Purchaser.
Purchaser has fifteen (15) business days following delivery to inspect and notify Seller of any loss, damage, shortage, or non-conformity. Failure to provide written notice within this period constitutes acceptance. All returns require Seller authorization and a Returned Material Authorization (RMA).
Once a Purchase Order is accepted, it cannot be canceled or modified without Seller’s written consent. Upon termination, Purchaser shall pay for: (a) completed or delivered products not yet paid for; (b) excess raw material committed; (c) excess finished goods inventory; (d) spare tooling; and (e) Seller’s manufacturing costs incurred.
Seller is not responsible for failure to perform resulting from events beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, labor disputes, raw material shortages, directed supplier delays, or government orders. During Force Majeure periods, Seller will not pay premium freight or downtime charges.
Seller agrees to supply service and replacement parts for up to ten (10) years following the conclusion of the Program Life. Seller will store tooling for ten (10) years after Program Production has ended, after which tooling will be returned to Purchaser at Purchaser’s expense.
If Purchaser’s customer directs sourcing to Seller, Purchaser shall indemnify and hold Seller harmless from any commercial issues arising out of the supply of such directed goods or services.
Purchaser may not examine or audit Seller’s cost accounts, books, records, or any other data that Seller considers confidential or proprietary.
All information, drawings, technologies, manufacturing methods, trade secrets, and other intellectual property disclosed by Seller to Purchaser remains the sole property of Seller. Purchaser shall have no ownership interest in any Seller intellectual property and shall keep all such information confidential.
Products will be packaged and shipped as provided in the Quotation and/or PPAP. If Purchaser’s returnable packaging is unavailable, Seller may use expendable packaging at Purchaser’s cost. Special or export packaging will be an additional charge unless otherwise stated in the Quotation.