Times Fiber Communication’s (also referred to as TFC or Seller in this document) acknowledgment of Buyer’s order or commencement of any performance pursuant to such order shall constitute Buyer’s acceptance of Seller’s terms and conditions. The prices set forth in this document and Buyer’s orders are expressly conditioned upon the exclusive applicability of Seller’s terms and conditions. No terms or conditions stated by Buyer shall be binding on Seller unless such terms or conditions are expressly accepted in writing by a duly authorized representative of Seller. Failure of Seller to specifically object to any or all terms and conditions suggested by Buyer shall not be deemed an acceptance of terms and conditions that are in conflict with, inconsistent with or in addition to the terms and conditions of this document. Buyer, upon acknowledgment of Seller’s quotation, or upon Seller’s commencement of performance pursuant to Buyer’s order, shall be deemed to have withdrawn any such terms and conditions that conflict with, are inconsistent with or are in addition to the terms and conditions set forth in this document. THE TERMS AND CONDITIONS IN THIS DOCUMENT SUPERSEDE ALL PRIOR ORAL OR WRITTEN QUOTATIONS, PROPOSALS AND COMMUNICATIONS BETWEEN THE BUYER AND SELLER RELATED TO THE PRODUCTS AND SERVICES IDENTIFIED HEREIN.
Quoted prices are based on existing conditions and costs, and are subject to adjustment by TFC, upward or downward, consistent with changes in material costs and wage levels. Prices do not include property, sales, use or privilege taxes or any export or import taxes, custom duties, or the like, unless stated. All errors are subject to correction. If the Customer is charged sales tax in error or if the sales tax rate was charged incorrectly, the Customer must notify TFC within 90 days of the invoice date to receive credit. After 90 days the sales tax cannot be refunded. If the Seller invoice does not reflect sales tax, it is the responsibility of the Buyer to remit applicable taxes directly to the state or local jurisdiction on any taxable transaction(s). Customer will pay all invoices Net 30 days from the date of invoice, or in accordance with payment terms separately agreed upon between Buyer and TFC. This includes any invoice that represents product sent by TFC to Customer as part of a larger order. An irrevocable Letter of Credit from a U. S. Bank is required prior to International Transactions.
Federal or state taxes now or hereafter imposed affecting the production, treatment, manufacture, sale, delivery, transportation or proceeds of the products specified herein, shall be for Customer account, and if paid or required to be paid by TFC the amount thereof shall be added to and become part of the price payable by Customer hereunder.
DOMESTIC SHIPMENTS: Shipments to destinations within the United States shall be F. O. B. TFC’s plant. Notwithstanding this, if TFC prepays the transportation charges, Customer will be obligated to reimburse TFC upon receipt of invoice for the prepaid transportation charges. Any special or abnormal packaging required will be included in the unit price of the item to be delivered or as a separate line item. SHIPMENTS OUTSIDE OF THE UNITED STATES: Unless otherwise specified by TFC in writing, shipments to destinations outside the United States shall be delivered according to Delivered At Terminal (D.A.T.) terms as per Incoterms 2010 (hereinafter referred to as D.A.T.) at the port of destination named in this Purchase Order Acknowledgement or quote if no destination is named in the acknowledgement. TFC shall bear the risks involved in bringing the products to the named port of destination as agreed in writing. TFC shall prepay all of TFC’s out of pocket costs for transportation including freight and insurance. TFC fulfills its obligations to deliver when the products have been made available to Customer on board the ship, not cleared for import, at the named port of destination. TFC shall retain the title of the products and bear all risks of loss of or damage to the products until such time as the products have been delivered per D.A.T. terms. Customer shall be responsible for the importation of the product, as well as payment of all tariffs, value added tax, importation taxes, cost of putting product through customs, and for related fees and expenses. Any special or unusual packaging required may be included in the unit price of the item to be delivered or as a separate line item.
Partial shipments shall not be subject to rejection for defects in quantity. Remittances with respect thereto must be made in accordance with invoices rendered in connection therewith.
TFC will assume no liability or risk of loss after products are delivered.
No liability will be assumed by TFC for delays due to conditions beyond TFC’s control.
Orders accepted by TFC are not subject to cancellation except with TFC’s written consent and upon terms which will indemnify TFC for all loss or damage.
Unless otherwise stated, orders will be considered complete when footage shipped is within 10% of quantity ordered.
TFC’s liability hereunder is expressly limited to repair or replacement of product, at TFC’s facility, determined to be out of compliance with the agreed upon product specifications within one (1) year of delivery to Customer, provided TFC receives written notice of such non-compliance within such one (1) year period. Any claim for breach of these warranties shall conclusively be deemed to be waved unless written notice of such claim is given to TFC within thirty (30) days after the date on which the claimed defect is discovered. These warranties shall be voided if the original buyer/transferee transfers ownership of the warranted product for use, unless TFC is notified inwriting of the name and address, within fifteen (15) days after the date on which the transfer is made. This restriction on ownership transfer is not applicable if the original buyer is an authorized distributor of TFC. These warranties shall not apply to any product which has been subjected to any misuse, neglect, accidental damage or that contains defects which are in any way attributable to improper storage, installation or to alterations or repairs made by any party not under the authority of TFC. TFC’S LIABILITY FOR ALL CLAIMS, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, RELATING TO THE PRODUCTS SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER FOR THE PRODUCTS IN QUESTION. IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE , EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFIT AND CLAIMS OF THIRD PARTIES), HOWSOEVER CAUSED, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE.TFC shall not be liable nor be in default for delays or inability to perform which are occasioned by causes beyond TFC’s control. Cause beyond TFC’s control may include, but are not limited to, Acts of God or of the public enemy, Acts of Government in its sovereign capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargos and unusually severe weather. Customers are reminded that they are solely responsible for confirming that all products are properly installed and used in accordance with all applicable laws, codes, and regulations.
THE WARRANTIES SET FORTH HEREIN ARE TFC’S SOLE AND EXCLUSIVE WARRANTIES. TFC DOES NOT ASSUME ANY WARRANTY OF MERCHANTABILITY. ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER WARRANTY OF ANY KIND EXPRESSED, IMPLIED OR STATUTORY. TFC DOES NOT ASSUME OR AUTHORIZE ANY THIRD PARTY, AGENT, OR EMPLOYEE OTHER THAN ITS PRESIDENT TO CHANGE THE TERMS OF THIS WARRANTY OR ASSUME FOR IT ANY OTHER LIABILITY OR OBLIGATION IN CONNECTION WITH THE SALE OR USE OF ITS PRODUCTS. THERE ARE NO ORAL AGREEMENTS OR WARRANTIES COLLATERAL TO OR AFFECTING THIS SALE. BUYERS ARE SOLELY RESPONSIBLE FOR CONFIRMING THAT ALL PRODUCTS PURCHASED UNDER THIS AGREEMENT ARE INSTALLED AND USED IN ACCORDANCE WITH ALL APPLICABLE CODES AND REGULATIONS.
Permission must be obtained from TFC before any materials are returned and shipments must bear our Return Authorization Number. Returned material without a Return Authorization Number will not be accepted. If the return of the material is made necessary through any fault of TFC’s and permission is granted for its return, TFC will give full credit including all transportation charges. Permission to return material for any other reason may be granted at TFC’s discretion. Such return will reflect a 15% restocking charge on the credit issued and TFC will not be responsible for transportation charges. All requests for return must be made in writing within 30 days from the date of invoice. All returned material must be in first class, resalable condition. No used, damaged or out-of-date material will be accepted. If any such material is received, TFC reserves the right to return the goods received at the shippers expense.