ANY AND ALL QUOTATIONS AND SALES OF PRODUCTS AND/OR SERVICES BY TECHSHIP,
INC. TO CUSTOMER ARE SUBJECT TO THESE TERMS AND CONDITIONS (TERMS),
REGARDLESS OF DIFFERENT, CONFLICTING, OR ADDITIONAL TERMS OR CONDITIONS IN
ANY PURCHASE ORDER, CONFIRMATION, OR OTHER DOCUMENT OR COMMUNICATION.
THESE TERMS ARE DEEMED AN OFFER AND A REJECTION OF ANY OTHER TERMS OR
CONDITIONS CONTIANED IN ANY OF CUSTOMMERM’S DOCUMENTS (WHICH IF
CONSTRUED TO BE AN OFFER IS HEREBY REJECTED). UNDER NO CIRCUMSTANCES
SHALL TECHSHIP ACCEPT OR BE DEEMED TO ACCEPT ANY TERM OR CONDITION THAT
VARIES FROM, OR IS INCONSISTENT WITH, THESE TERMS, OR IMPOSES NEW
OBLIGATIONS ON TECHSHIP, UNLESS TECHSHIP EXPRESSLY ACKNOWLEDGES AND
CONSENTS TO SUCH PARTICULAR TERM OR CONDITION IN A WRITING SIGNED BY
TECHSHIP. TECHSHIP’S FAILURE TO OBJECT TO ANY SUCH DIFFERENT, CONFLICTING OR
ADDITIONAL TERMS WILL NOT CHANGE OR ADD TO THESE TERMS. BY PLACING AN
ORDER, CUSTOMER ACCEPTS THESE TERMS. THESE TERMS ARE SUBJECT TO CHANGE
AND ARE EFFECTIVE UPON TECHSHIP POSTING THE UPDATED TERMS TO TECHSHIP’S
WEBSITE (AVAILABLE AT HTTP://WWW.TECHSHIP.COM) CUSTOMER’S ACCEPTANCE OF
THESE TERMS MAY BE MADE BY WRITTEN ACCEPTANCE OR BY RECEIPT BY CUSTOMER
OF PRODUCTS AND/R SERVICES.
If there is a separate formal written agreement executed by
Techship and Customer, these Terms shall supplement and bind the parties where not in conflict with that
written agreement. In any conflict, that separate formal written agreement controls only if it expressly
states. Where a prior agreement between the parties provides for application of subsequently agreed
terms, these terms shall apply.
Orders
Order shall mean any orders for Products and/or Services placed by Customer through
Customer’s account on the Techship website (Account), by telephone, by written purchase order delivered
by email, fax or postal service, or by acceptance of Techship’s Quote. [Customer agrees that any
communication or notice permitted or required to be made by Techship may be made through Customer’s
Account.] All Orders are subject to acceptance by Techship. Upon receipt of an Order, within three (3)
Business Days, Techship will notify Customer of its acceptance or rejection (together with a reasonable
explanation for any such rejection) of such Order through Customer’s account. Techship reserves the
right to request any additional information that it deems necessary both before and after acceptance of an
Order. Customer’s Order is binding and cannot be cancelled by Customer without the written consent of
Techship. Techship will not be liable for any damages due to any failure or delay in its performance as
result of any events beyond its reasonable control. Seller may cancel without liability any order delayed
by any such cause(s). In its sole discretion, Seller may allocate, defer, delay, or cancel the shipment of any
Product which is in short supply.
Products
Product information listed on the Website, including information related to a Product’s
specifications, export/import control classifications, uses and availability, is obtained or derived from
Techship’s suppliers or other sources and is subject to change without notice. The information is provided
by Techship on an “AS IS” basis. Techship makes no representation that Product information on its
Website is accurate, complete, current or free from error and DISCLAIMS ALL WARRANTIES AND
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LIABILITIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. Techship recommends that
Customer validate any Product information before using or acting on information any such information.
Product manufacturers may at any time, at their sole discretion and expense, make changes to the Products
in form, fit or function, or decide to discontinue production and sale of any Product. Techship will use
reasonable efforts to notify Customer of any changes to or discontinuation of Products. However,
Techship cannot guarantee that it will receive notice from a manufacturer or that it can notify Customer
of changes or discontinuation. Techship may at any time, at its sole discretion and without liability to
Customer, discontinue supply of any Products or Product specification.
Prices
Techship’s product listings are subject to change without notice. Prices shown are in [the
currency specified on the Website or in Techship’s Quote] and reflect the latest information available at
the time. Prices charged will be those prevailing when an Order is accepted. Customer acknowledges
pricing is likely to increase from time to time. Prices shown do not include any Federal, State or local
taxes or any present or future sales, use, excise, value-added or similar taxes.
Taxes
Customer is responsible for all taxes, customs and other duties or charges that may be
levied or assed in connection with an Order. Techship charges local sales tax unless a sales tax exemption
certificate on file with Techship. If, in accordance with present or future applicable laws or regulations,
Techship shall be obliged to pay, or Customer obliged to deduct from any payment to Techship, any
amount with respect to any taxes, customs or any other duties or charges for which Customer is responsible
as stated above, Customer shall increase the payment to Techship by an amount to cover payment of those
amounts by Techship or deduction by Customer. Notwithstanding the foregoing, Techship may report
and remit some or all taxes, and Customer acknowledges and agrees that Techship does not assume
liability therefor. Customer will pay or reimburse Techship on demand for all Taxes remitted by Techship
relating to the purchase of Products.
Invoice and Payment.
Prepayment or according to quote or separate agreed terms. Credit terms
may be available upon credic application approlval. Techship may at any time limit or cancel credit and
demand cash on delivery or payment in advance if Techship has reason to suspect Customer’s financial
condition or other circumstances do not warrant shipment on terms originally stated. Customer’s
obligation to pay the purchase price is absolute, irrevocable, and unconditional and is not subject to
reduction or setoff for any reason. Interest at the rate of 12%, or the maximum allowable by law, shall
apply to balances on invoices past due and until paid. All payments due hereunder are net of all taxes,
and Customer assumes liability for, will timely report and remit all taxes to the appropriate taxing
authorities. With respect to Products shipped to locations where applicable law recognizes a seller’s right
to take purchase money security interest in goods sold, Customer grants to Techship, a purchase money
security interest in Products sold to Customer, and in the proceeds of any resale of such Products, until
Customer invoices have been paid in full.
Delivery; Risk of Loss; Inspection and Claims
Shipment of in-stock Products is normally 1-2
days after the date the Order is received by Techship (Order Date). Shipment of out-of-stock Products is
normally 3-5 weeks after the Order Date, depending on timing of incoming goods and manufacturer
production capacity. Delivery time to Customer depends on requested transportation method and
destination. Delivery times are estimates and are not guaranteed by Techship in any case. At the option
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of Techship, Products are shipped, and title to and risk of loss and damage to Products shall pass, either
(a) FCA from Techship’s office, Durham, North Carolina, USA in accordance with Incoterms 2010, or (b)
FCA from Techship’s warehouse, Molndal, Sweden in accordance with Incoterms 2010 or (c) CPT,
Carriage paid to destination, in accordance with Incoterms 2010. For avoidance of doubt any duties and
export or import fees are to be paid by Customer. Customer shall pay all transportation charges from
Techship’s shipping point to destination, with shipping charges prepaid by Techship and added to the cost
paid by Customer pursuant to this Agreement, and Customer shall be responsible, at its sole expense, for
making all export and import arrangements and paying all applicable customs duties and taxes. Customer
shall inspect Products upon receipt at the destination and notify Techship in writing within 72 hours after
delivery of any shortages or readily ascertainable damage or defective Products that Customer can show
did not occur in shipment. Failure of Customer to timely notify Techship shall relieve Techship of any
liability with respect to damaged or defective Products. All claims for loss or damage in transit must be
made by Customer against the carrier. Any action for breach of this Agreement by Techship must be
commenced by Customer within one year after Customer’s cause of action has accrued.
Returns
All returns or refunds must comply with Techship’s returns or refunds policy set forth
on the Website. If Customer refuses to accept tender or delivery of any Products or return any Products
awaiting Customer’s instructions for 20 days, after which Techship may deem the Products abandoned
and dispose of them without crediting Customer’s account. Customer warrants that any Products returned
are the original Products Techship shipped to Customer and are unaltered. All returns are subject to a
restocking fee up to 50% of the value of the Products being returned.
Limited Warranty
For 30 days after delivery, Techship warrants Products assembled or
customized by Techship will conform to the specifications of Customer, will be free defects caused solely
by faulty assembly or customization, and that any services performed exclusively by Techship were
performed in accordance with industry standards. To the extent provided by Techship’s supplier(s)
(Supplier(s)), all other Products, services and the components and materials utilized in any assembled or
customized Products or services are subject to Supplier’s standard warranty, which is expressly in lieu of
any other warranty, express or implied, by Techship or Supplier. Customer’s exclusive remedy, if any,
under these warranties is limited, at Techship's election, to: (a) refund of Customer’s purchase price, (b)
repair or reperformance by Techship or Supplier(s) of any Products or Services found to be defective, or
(c) replacement of any such Product. If there is no Supplier warranty, Customer takes all such Products
and Services “as-is” without any warranty. Customers acknowledge that except as specifically set forth
herein, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND BY TECHSHIP
EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS OR
SERVICES, THEIR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE,
NONINFRINGEMENT, OR OTHERWISE. TECHSHIP ASSUMES NO RESPONSIBILITY OR
LIABILITY FOR ANY SUPPLIER’S PRODUCT OR SERVICE SPECIFICATIONS OR THE
PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO
TECHSHIP.
LIMITATION OF LIABILITY
OTHER THAN THE REPLACEMENT REMEDIES
PROVIDED FOR IN PARAGRAPH 8, TECHSHIP’S LIABILITY TO CUSTOMER AT ALL
TIMES RELATING IN ANY WAY TO THE AGREEMENT, THE PRODUCTS SHALL BE
LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES. IN NO EVENT
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SHALL TECHSHIP BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS,
REVENUES, LOST INCENTIVES OR BACK CHARGES) ARISING OUT OF OR RELATED IN
ANY WAY TO THE AGREEMENT, THE PRODUCTS, OR THE SERVICES WHETHER
BASED ON A STATUTORY CLAIM, BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE, GROSS NEGLIGENCE, CONTRIBUTION, INDEMNIFICATION, A THIRDPARTY CLAIM, OR ANY OTHER CLAIM OR CAUSE OF ACTION REGARDLESS OF (A)
THE NEGLIGENCE OR GROSS NEGLIGENCE (SOLE OR CONCURRENT) OF TECHSHIP,
AND (B) WHETHER TECHSHIP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES. UNDER NO CIRCUMSTANCES SHALL THE LIABILITY OF TECHSHIP
UNDER THIS AGREEMENT EXCEED THE PRICE OF THE PRODUCT OR PART THEEOF
WHICH GIVES RISE TO THE CLAIM.
Force Majeure
Techship shall not be responsible for delays in performance caused, directly or
indirectly, by any act of God, accident, war, force of arms, fire, elements, riot, labor dispute, strike,
sabotage, civil commotion, act of terrorism, government action, transportation interruption, inability to
obtain materials or labor, Customer’s failure or delay in approving any design or other drawings or any
other contingencies beyond Techship’s reasonable control.
Trademarks
Customer shall not be entitled to add or remove any trade mark, trade name,
copyright notices, warning legends or other markings to or from Documentation, without the prior written
approval from Manufacturer or Techship in each specific case.
Expenses
Customer shall reimburse Techship’s expenses (including, but not limited to, court
costs, interest and reasonable attorneys’ fees and expenses) in collecting any amounts owed by Customer
arising out of the Agreement, including, but not limited to, expenses incurred by Techship in protecting
its rights under the Agreement and/or recovering and/or repairing any rental Products.
Export Control; Product Compliance with Governmental Requirements
By placing an Order
and accepting invoiced Products, Customer agrees and certifies that any Products purchased from
Techship will not be used in the design, development or production of items or for any use prohibited by
the U.S. Export Administration Regulations or analogous provisions of laws and regulations of non-U.S.
agencies or authorities. Customer will comply with any applicable U.S. and non-U.S. export or resale
laws, restrictions and regulations and will not export, or transfer for the purpose of re-export, any product
to any prohibited or embargoed country or to any denied, blocked or designated person or entity as
mentioned in contravention of any such law or regulation. Customer represents and warrants that (i) it is
not on the Denied Persons, Specially Designated Nations or Debarred Persons list of the U.S. government,
(ii) it is not otherwise prohibited by law from purchasing the products or services hereunder; and it
complies with all applicable laws, including the labor laws and regulations and anti-bribery regulations,
in the jurisdictions where Customer operates. It is solely the responsibility of the Customer to determine
the requirements for, and to obtain, any license or other official authorizations that may be required to
export, re-export or import Products. Techship shall have no liability or obligation to Customer with
respect to the failure of a Product or Service to comply with any such standards or requirements not
expressly set forth in this Agreement.
Intellectual Property
No representation is made that a product or its manufacture, distribution,
sale or use is free from infringement or misappropriation of any patent, trademark, trade name, copyright,
trade secret or other claimed rights of any person or entity. Customer releases Techship from and in
respect of any and all claims by or through Customer, for any such alleged or actual infringement or
misappropriation.
Governing Law and Exclusive Jurisdiction
The Agreement and any extra-contractual matters
that may arise in connection with the transactions shall be governed by, and construed in accordance with,
the laws of the State of New York without giving effect to the conflict of law principles and the United
Nationals Convention on Contracts for the International Sale of Goods, shall be binding upon any and all
successors and assigns of the parties hereto, and shall not be construed in whole or in part against any
party solely because of the fact that the party drafted it. Any proceeding arising out of or related to this
Agreement must be commenced in any court of competent jurisdiction located in New York County in
the State of New York. The parties hereby submit to the exclusive jurisdiction of such court.
Miscellaneous
The Agreement may not be amended except in writing and signed by an
authorized representative of Techship. Customer shall not assign the Agreement or sublease or rent
Products to third parties without Techship’s prior written consent and the full release of Techship from
any obligations with respect to the Products. Any provision of the Agreement that is invalid under the
applicable law or court order shall not in any way invalidate or affect the remaining provisions of the
Agreement. To the extent that any provision of this Agreement may be declared unenforceable, such
provision shall be deemed stricken to the extent necessary and as though never part of this Agreement;
otherwise, the remaining portion of such provision and every other provision hereof and this Agreement
shall remain in full force and effect. [Website NDA – incorporate in T&Cs]
