TJM Electronic Associates, Inc. Terms and Conditions of Sale
The offer of sale from TJM Electronic Associates, Inc. (“TJM” or “Seller”) and its acceptance by the Buyer is expressly subject to the following terms and conditions and no others unless the same have been consented to in writing by TJM. The placing of the resultant order by Buyer and its acceptance of the articles being sold hereunder shall be conclusive evidence of Buyer’s approval of and consent to the terms and conditions herein contained.
Performance of this order and all other matters pertaining thereto shall be governed by the laws of the Commonwealth of Pennsylvania, United States of America, without reference to its conflict of law provisions.
The legal venue for any and all claims or other legal matters pertaining to the performance of this order shall be the local courts for Bucks County, Pennsylvania.
Prices apply to the specific quantities stated on the quotation or sales form. Price quotes will be honored for thirty (30) calendar days from issuance unless otherwise noted. All prices are subject to change without notice. All prices set forth in the offer are FCA, 359 Ivyland Road, Warminster, PA 18974, USA, Incoterms 2020 and, unless otherwise stated, do not include cartage insurance, taxes, packaging, shipping, freight, or other similar charges.
Products are packaged standard commercial unless specified and quoted otherwise by TJM.
Payment shall be due within 30 days of the date of TJM’s invoice in U.S. funds unless otherwise agreed. If Buyer does not observe the agreed dates of payment, Buyer shall pay interest to TJM on overdue amounts at a rate of 15% per annum.
The amount of Federal, State or local taxes applicable to the sale, use or transportation of the articles sold or the work performed hereunder and all duties, imposts, tariffs, or other similar levies shall be added to the prices and paid by the Buyer, except where the Buyer shall furnish an appropriate certificate of exemption therefrom. Buyer indemnifies and holds TJM harmless from the payment or imposition of any tax imposed on any articles sold or used hereunder, or for any work performed hereunder under the provisions of any State Sale or Use Tax Act plus penalties or interest or attorney’s fees connected with the imposition of any such sales or use tax in connection with the articles sold or used or the work performed hereunder.
LIMITED WARRANTY; LIMITATION OF LIABILITY AND REMEDIES
TJM warrants that the products delivered hereunder conform to final specifications, drawings, and other descriptions agreed in writing to be applicable, and are free from defects in materials and workmanship. These warranties shall run to the Buyer, its successors, assigns and customers.
The responsibility of TJM hereunder, and the sole and exclusive remedy of Buyer, its successors, assigns or customers for a breach of any warranty hereunder, is limited to correction or replacement by TJM at its plant without charge of any article or part which has been returned to TJM and which is not in accordance with this warranty; provided, however: (1) TJM must be notified in writing of the defect or nonconformity within the warranty period; (2) Buyer must obtain a Return Material Authorization (RMA) number from Seller and the affected article or part must be returned to TJM within thirty (30) days after discovery of such defect or nonconformity; (3) TJM shall have the sole right to determine whether returned articles or parts shall be repaired or replaced; (4) if TJM is unable to repair or replace defective or nonconforming articles or parts within a reasonable time after receipt thereof, Buyer shall be credited for their value at the original purchase price; (5) TJM shall not be responsible for costs of removal and reinstallation or for items returned without a RMA; and (6) Customer agrees to assume round-trip transportation costs (shipping and handling) and transportation risks for defective or nonconforming articles to and from the TJM facility.
TJM’s responsibility under these warranties shall expire twelve (12) months after shipment of the product. Repair work conducted by TJM outside of the warranty period shall have a twelve (12) month warranty period after completion by TJM.
These warranties will not apply if the articles or any parts thereof have been subjected to: (1) any maintenance, overhaul, installation, storage, operation, use handling, or environment which is improper or not in accordance with TJM’s instructions; (2) any alteration, modification, or repair by anyone other than TJM or its authorized representative; or (3) any accident, misuse, neglect, or negligence after delivery by TJM. The warranty shall not apply to any article to the extent that the defect or nonconformity is attributable to any part not supplied or approved by TJM.
Except as set forth in paragraph (b), parts or components not manufactured by TJM shall be in accordance with the standard warranty provision of the manufacturer or supplier thereof, which warranty constitutes the sole obligation of TJM and the sole remedy of Buyer.
No warranty is given for any product that is altered by parties other than TJM.
ALL OTHER WARRANTIES WHETHER EXPRESSED, IMPLIED, OR STATUTORY, SUCH AS WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED AND DISCLAIMED TO THE EXTENT THEY EXCEED THE WARRANTIES GRANTED HEREIN. THIS WARRANTY COMPRISES TJM’S ENTIRE LIABILITY IN RELATION TO ANY FAILURE OR DEFECT TO THE EXCLUSION OF ALL OTHER LIABILITY OR REMEDIES IN TORT (WHETHER FOR NEGLIGENCE OR OTHERWISE) OR IN CONTRACT OR OTHERWISE. IN NO EVENT SHALL TJM BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM INJURY TO ANY PERSON OR PROPERTY OR FROM ANY INTERRUPTION OR LOSS OF BUSINESS.
No agreement extending this warranty shall be binding upon TJM unless in writing and signed by TJM’s duly authorized officer or representative.
TJM shall under no circumstances be liable for delays in delivery, performance, or failure to perform, manufacture or deliver due to causes beyond its reasonable control; or acts of God, acts of the Buyer, acts of civil or military authority; Governmental priorities, fires, strikes, floods, epidemics, war; or inability due to causes beyond its reasonable control to obtain necessary labor, materials, utilities, components or manufacturing facilities (Force Majeure). In the event of any such delay, the date of performance/delivery shall be extended for a period of time as may be necessary to compensate for any such delay.
REGULATORY / EXPORT CONTROL
Some commodities and products are subject to further regulatory requirements. Any forthcoming order will require end-user information; if purchasing in support of a U.S. Government Contract or if the end-user is in the U.S., the Contract # or end-use company (as well as state located in) must be stated on the P.O. If purchasing in support of a foreign end-user, an End User Statement will need to be completed and provided with the P.O. Some products require export license prior to processing. Purchase order is contingent upon approval to obtain the proper licensing approval to ship. If TJM is unable to obtain the needed license or approval the sales contract is void with no penalties to either party.
Buyer hereby certifies that any products, technology, or software disclosed or provided by TJM will not be exported, re-exported, sold, leased, or transferred in violation of: (a) the U.S. Export Administration Regulations; (b) the U.S. International Traffic in Arms Regulations; and (c) applicable U.S. trade and economic sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control. Buyer shall defend, indemnify and hold harmless TJM for any Buyer failure to comply with such laws or regulations.
Quotes are not applicable for parts with end-user of Embargo restricted countries.
The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision contained herein.
No claim or right arising out of a breach of these Terms and Conditions of Sale, or any PO, can be discharged in whole or in part by a waiver or renunciation unless supported by consideration and made in writing signed by the aggrieved party. TJM’s failure to enforce any provisions hereof shall not be construed a waiver of a party’s right thereafter to enforce each and every such provision.
Upon acceptance of this Agreement by Buyer, the provisions hereof (including the pertinent documents, drawings and specifications applicable hereto) shall constitute the entire Agreement between the parties and supersede all prior prices, offers, negotiations and agreements relating to the subject matter hereof.
Request for cancellation of orders received will be reviewed and dispositioned on a case-by-case basis. TJM will accommodate whenever possible, however cancellation may not be acceptable and/or fees may apply. Once an order has shipped, the material is non-returnable without a formal request of an RMA number, and a restocking fee will apply.