|Toll Free 1-800-652-0003|
TA CHEN INTERNATIONAL, INC.
|General Terms and Conditions of Sale
These General Terms and Conditions of sale (“Terms”), the Claims Policies (as defined and referenced in Section 10 below) and the Seller’s Sales Order Confirmation (as defined and referenced in Section 2 below), are the only terms and conditions which govern the sale of the goods (“Goods”) by Ta Chen International, Inc., a California corporation, (“Seller”), to the purchaser of the Goods from Seller (“Buyer”). Any terms and conditions contained in any Buyer purchase order or other document, that are not consistent herewith, or contain additional or different terms, shall be deemed rejected absent a mutually executed written agreement by the parties to the contrary..
2. Order Acceptance
All purchase orders are subject to the terms and conditions of these Terms and are subject to Seller’s acceptance upon (i) the issuance by Seller and (ii) Buyer’s written acceptance of Seller’s Sales Order Confirmation (these terms and conditions and those of any Sales Order Confirmation shall be collectively referred to as the “Agreement”) and the date of acceptance shall be referred to as the “Date of Purchase”, the Agreement, as defined constitute the entire agreement between Seller and Buyer and supersede, in their entirety conflicting terms and conditions proposed by Buyer and any oral or written communications that are not entirely incorporated herein. Seller’s Sales Order Confirmation may include additional, modified, or amended terms and conditions. Neither submission of a purchase order alone, or the nor the commencement of performance or shipping shall constitute Seller’s acceptance of any of Buyer’s terms and conditions not specifically set forth in Seller’s Sales Order Confirmation or within these Terms.
Seller retains the right to review and approve each purchase order and to withhold acceptance thereof at Seller’s sole discretion. All orders shall also be subject to Seller’s review and approval of Buyer’s credit.
All price quotations are valid for the time period as follows:
3. Cancellation and Return Policy |
|4. Shipping Terms and Delivery of Goods |
|5. Title and Risk of Loss |
Title and risk of loss passes to Buyer upon Seller’s delivery of the Goods within the terms of Section 4. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and upon the Goods, wherever located, and whether presently existing or thereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision shall constitute a purchase money security interest under the Uniform Commercial Code as adopted by the State of California.
Should Buyer request delivery of ordered Goods via a common carrier of Buyer’s choice, the terms of delivery must be either “Collect” or “3rd Party” and title and risk of loss passes to Buyer once the Goods are loaded onto the Buyer controlled transport vehicle.
|6. Amendment and Modification |
These Terms may be amended or modified at any time by Seller, by posting such amendment or modification on Seller’s website.
|7. Price |
Buyer shall purchase the Goods from Seller at the prices (the “Prices”) set forth in Seller’s Sales Order Confirmation. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, customs duties, fees and charges of any kind imposed by any Governmental Authority (except for Aluminum products which may include duties and value added taxes). Buyer shall be responsible for all such charges, costs and taxes.
|8. Payment Terms|
|9. Backorders |
Seller does not accept or create backorders of any kind.
|10. Inspection and Rejection of Nonconforming, Defective or Damaged Goods |
In the event of any discrepancy between the terms and conditions of the Claim Policies and these Terms, the terms and conditions of the separate Claim Policies will prevail.
|11. Disclaimer of Warranty|
EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, TRADE USAGE OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY OTHER REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF.
|12. Waiver |
No waiver by Seller of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
|13. Confidential Information |
All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
|14. Force Majeure |
Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in fulfilling or performing any term thereof when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
|15. Limitation of Liability |
|16. Assignment |
Buyer may not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No permitted assignment or delegation relieves Buyer of any of its obligations under the Agreement.
|17. Relationship of the Parties |
The relationship between the parties is that of independent contractors without any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship.
|18. No Third-Party Beneficiaries |
The Agreement is for the sole benefit of Buyer and Seller and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever thereunder.
|19. Governing Law |
All matters arising out of or relating to the Agreement is governed by and construed in accordance with the internal laws of the State of California.
|20. Submission to Jurisdiction |
Any legal suit, action or proceeding arising out of or relating to the Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located within the County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
|21. Notices |
All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
|23. Customer Credits and other Billing Related Issues |
Buyer’s inquiries regarding unused credits or requests to change billing addresses, ship to addresses and/or contact information, shall be addressed to Seller’s Accounts Receivable Department.
|Copyright ©2015 TA CHEN INTERNATIONAL, INC. All Rights Reserved.|