The sale of products and services, hereinafter called “Products” by Tormeka UAB, are subject to the following terms and conditions, hereinafter called “Agreement” regardless of other or additional terms and conditions that may conflict with this Agreement in any other documents or orders (“Order”).
Any preprinted terms and conditions on the Customer’s document, such as purchasing orders or confirmations, will not change or add to this Agreement.
1. ORDERS: All orders and product allocations are subject to acceptance by Tormeka. Unless agreed to in writing by Tormeka, all orders are considered and non-returnable (“NCNR”) and non-cancelable. The Customer shall not reschedule or cancel orders for any Products without Tormeka’s consent in writing. Once the orders are shipped, no cancellation shall be permitted.
2. PRICES: Tormeka quoted prices apply for 10 days or as otherwise stated in its quote. After this period, Tormeka may increase prices if there is a cost increase or circumstances beyond Tormeka’s reasonable control. Tormeka shall notify the Customer before shipment, allowing the Customer to cancel the order within 24 hours of such notice. Prices are for Products only, which do not comprise impositions, taxes, and any other charges, shipping charges, fees, and duties imposed by any government authority. The Customer is responsible for any additional taxes and fees.
3. TERMS OF PAYMENT: The Customer shall make the total payment before shipment. Otherwise, Tormeka’s written document shall determine the terms of payment. On any past due invoice, Tormeka interest shall accrue from the overdue payment to the payment date at 1% per month, with collection costs and attorney fees. Tormeka shall provide at least ten days’ notice of changing terms of the Customer’s credit. Tormeka may apply payments to any of the Customer’s accounts and may charge these payments to the latest invoice, plus interest charges if any.
4. DELIVERY AND TITLE: The Customer is responsible for all shipping costs and any applicable surcharges. The delivery dates are estimates only, and Tormeka is not liable for delivery delays. Delayed delivery of an Order does not entitle the Customer to cancel other deliveries.
5. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS: Customers must notify Tormeka in written about any damage, shortage, or other discrepancies to Products within five days after delivery. After this period, the Customer is deemed to have accepted the Products and may not revoke acceptance. Customers cannot return Products without a return material authorization (“RMA”) number. Tormeka shall review “RMA” Requests only if the request is within 10 days of delivery and acceptance of the Product. Returned Products shall be in the original manufacturer’s shipping packaging and carton. Customers must return all Products with freight prepaid as specified in the RMA, and pay any related charges. Tormeka will return all defective Products for return to Customer freight collect or hold Product for Customer’s account at Customer’s expense.
6. OUR LIMITED WARRANTY: Tormeka will transfer to the Customer any Product warranties and indemnities authorized by the manufacturer, including any transferable guarantees and indemnities for intellectual property infringement. Such documents are not an extension of any warranty period. Tormeka warrants that the Products will conform to the manufacturer’s specifications. Value-added work performed by Tormeka on Products will comply with the Customer’s specifications. Tormeka makes no other warranties of fit for purpose or non-infringement. In the case of alleged non-conforming Products, Customers may return them to Tormeka with acceptable proof of purchase within 10 days from delivery date, freight charges prepaid.
7. LIMITATION OF LIABILITY: Tormeka is not reliable for, and customers are not entitled to any special, indirect, consequential, or incidental damages; including, loss of profit or revenue, loss of use, loss of data, rework, manufacturing expenses, loss of customers, or injury to reputation. In the case of Customers recovering from Tormeka for any direct damages, the price will not exceed that of the Product at the initial issue. Customers shall not make claims against Tormeka on;
(i) Tormeka’s conformity with the Customer’s specifications, instructions, or designs,
(ii) Modification of products by any other suppliers than Tormeka, or
(iii) Using products with other products.
8. FORCE MAJEURE: Tormeka is not liable for failure to fulfill its obligations for any accepted Order or delays in delivery due to force majeure, including acts of God, acts or omissions of the Customer, natural or artificial disasters, epidemic or medical crises, strikes, acts of terrorism, delays in transportation, materials shortages, or inability to obtain materials or labor through its sources.
9. USE OF PRODUCTS: Products are not for use in critical safety or other applications where a failure may be expected that leads to injuries, loss of life, or property damage. When using or selling the products for any such applications, the Customer acknowledges being solely responsible for all risks, liabilities, and arising costs.
10. EXPORT/IMPORT: Exported products, related technology, and documents sold by Tormeka is subjected to the agreed INCOTERMS with the Customers in writing. Customers will not ship or divert any Orders to a third party. Customers agree to be responsible for obtaining any license to export, re-export, or import as may be required.
11. PRODUCT INFORMATION: Product information, including information about Product’s specifications, export/import control classifications, uses, or conformance with legal or other requirements, is obtained by Tormeka from its suppliers. Such information is provided as it is. Customers should verify any Product Information before using or acting on such information. Tormeka is not responsible for typographical or other errors or omissions in the Product information.
12. GENERAL:
a. Customers may not assign this Agreement without the prior written consent of Tormeka.
b. This Agreement can only be modified in writing signed by both Tormeka and customers’ authorized representatives.
c. Tormeka and Customers are independent contractors and agree that this Agreement does not establish a partnership or joint venture.
d. Advice or statements given at no charge, whether technical or otherwise, are an accommodation to the Customer. Tormeka has no responsibility or liability for the content or use of such advice or statements.
e. If Tormeka fails to object to any document, communication, or act of Customer, it will not be considered a remission of any of these terms and conditions.
f. In the case that any of these terms or conditions are not enforceable, the remainder of the terms or conditions will not be affected.
g. Products, including intellectual property or software, are subject to any applicable rights of third parties, such as patents, copyrights, and/or user licenses.
h. Tormeka and Customers will comply with applicable laws and regulations.