WARRANTY: Tanis, Incorporated (the “Company”) warrants its products (the “Products”) to be free from defects in materials and workmanship. The Company’s sole obligation under this warranty is limited to providing, a replacement for or, at the Company’s option, repairing or issuing credit for any Product at no charge. This warranty is limited to Product returned to the Company within one year from the date of sale which, after inspection by the Company, is determined to be defective in materials or workmanship. This warrant shall not apply to normal wear and tear or to any Product which has been subjected to misuse, or has been used in an improper application. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES (EXPRESSED OR IMPLIED, ORAL OR WRITTEN) INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MECHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE. The Company’s sole liability on any claim of any kind, whether in contract, tort, or otherwise, for any loss or damage arising out of, connected with, or resulting from the manufacture, sale, delivery or use of the Product shall in no case exceed the cost of replacement or repair as provided herein. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. There are no other warranties (expressed or implied, oral or written) made by the Company except the warranty against defects in material and workmanship set forth above. The Company neither assumes nor authorizes any person or organization to assume for it any other obligations or liability in connection with its Products.
EXCUSE OF PERFORMANCE: Any delays in or failure of performance by the Company shall not be a default hereunder or give rise to liability in damages or otherwise if due to strike, lockout, concerted act of workers or other industrial disturbance (provided that Company shall not be required to make any concession or grant any demand or request to bring to an end any of the foregoing), fire, explosion, flood or other natural catastrophe, civil disturbance, riot or armed conflict whether declared or undeclared, impairment or outage of equipment, curtailment, shortage, rationing, or failure of normal sources of supply of labor, materials, transportation, energy, or utilities, accident, Act of God, delay of subcontractor or vendor, sufferance of or voluntary compliance with act of government and government regulation (whether or not valid), embargo, or due to any other cause whether similar of dissimilar to any of the causes or categories of causes described above and which is beyond the Company’s reasonable control.
If Company determines that its ability to supply the total demand for Product or obtain any or a sufficient quantity of material used directly or indirectly in the manufacture of Products, is hindered, limited or made impracticable, Company may allocate its available supply of the Product without obligation to acquire other supplies of any such Products among itself and its purchasers on such basis as Company determines to be equitable without liability for any failure of performance which may result therein.
PAYMENT TERMS: The Company’s payment terms are Net 30, unless prior written approval is obtained from the Company. A finance charge of 1% per month periodic rate, which is an annual rate of 12%, will be incurred on all past due amounts.
TAXES: The Company’s quoted prices exclude all taxes, dues and similar charges howsoever described and howsoever denominated. If any taxes, other than income taxes, including but not limited to sales, use tax, value added tax, gross receipts tax become due as result of purchases made by Buyer, said taxes shall be in addition to the prices quoted and shall be billed by Company to Buyer. If Buyer desires to claim exemption from any tax due, then Buyer shall provide Company with a properly completed and valid exemption certificate.
FREIGHT: Incoterms 2010: EXW (ex-works) Tanis, Inc. facility.
OVER RUNS/UNDER RUNS ON CUSTOM ORDERS: In certain instances the customer may receive an overage or a shortage on its order. Due to manufacturing quality and production standards there will be over runs and occasionally under runs. The Company will do everything possible to reduce this occurrence. The Company reserves the right to ship up to 10% over the quantity ordered by the customer for any made-to-order Product, unless prior written deviation from this policy is approved by the Company.
PURCHASE ORDERS: The Company will not accept over runs of more than 10% of the quantity stated on its purchase orders to its vendors. Quantities shipped to the Company in excess of this amount will be returned to the vendor. Exceptions to this policy must be approved in writing by the Company.
ORDER CHANGES/CANCELLATIONS: The Company will make every effort, upon the customer’s request, to change or cancel the customer’s order. If the order has not yet started the production process, no additional change or cancellation fees will be applied in most cases. The customer shall be responsible for any special materials ordered for their made-to-order Product. Any restocking or cancellation fees incurred by the Company shall be the responsibility of the customer. If a Product has begun production, the Company, unfortunately, cannot stop or change the order. The Company can, at the customer’s option, prevent shipment or redirect it. The customer will be charged the original amount quoted for all orders cancelled at this stage
RETURNED GOODS: No returns will be accepted by the Company without prior agreement and a Return Material Authorization number (RMA#) issued prior to Product being returned. The customer has 365 days from the ship date to request a RMA. The shipping label must be printed by the customer and have the RMA number on it. The restocking fee is charged to verify product usability and relabeling of the product. The following return goods handling charges will be applied to Product ordered in error or no longer needed by the customer:
SAFETY: Buyer acknowledges that there are hazards associated with the use of the Products, that it understands such hazards, and that it is the responsibility of Buyer to warn and protect its employees and others exposed to such hazards by coming into contact with the Product. Buyer shall hold harmless, indemnify and defend Company from and against any liability incurred by Company because such warnings were not made.
EXPORT: Buyer agrees that it will not export or reexport, directly or indirectly, any Products purchased from Company to any country to which such export or reexport is restricted by United States law or regulation without the prior written consent, if required, of the Office of Export Administration, Department of Commerce, Washington, D.C.
GENERAL: The Company’s Terms and Conditions and rights of the parties hereunder shall be governed by and construed under the laws of the State of Wisconsin, U.S.A. without giving effect to the choice of law principles herein.
This instrument constitutes the entire agreement between the parties concerning the subject matter hereof. No terms and conditions in any purchase order or other document of Buyer issued or purported to be issued with respect to the sale of the Company’s Products shall supplement or vary the terms hereof and all of such provisions are hereby objected by Company.