Terms and Conditions of Sale
No contract exists until Buyer places an order for delivery and such order is accepted in writing by Touchstone Systems and Touchstone Systems issues its invoice based on the accepted order, as supplemented by the Touchstone Systems invoice.
All prices are in U.S. dollars. Prices are subject to change at any time prior to Touchstone Systems acceptance of any order. Prices are for Products only and do not include taxes, shipping charges, freight, duties and other charges or fees. Buyer is responsible for all Additional Fees.
Buyer may not change, cancel or reschedule accepted orders for standard Products without Touchstone Systems consent. All orders for Products identified by Touchstone Systems as non-standard or “NCNR” may not be cancelled, revoked, rejected (unless non-conforming, as confirmed by Touchstone Systems) or returned.
Any estimates of time for delivery made by Touchstone Systems are made in good faith based on information then available, but not guaranteed, and Buyer acknowledges and agrees that Touchstone Systems assumes no liability for any loss, underlying general damages, special damages or consequential damages due to any delays or changes. All orders over the amount of US $100.00 shall be subject to an insurance fee payable by Buyer, unless Buyer has supplied Touchstone Systems with a current insurance binder with Buyer’s transit policy limit and with Touchstone Systems named as an additional insured. All shipments shall be F.O.B. at the originating shipping point. In the absence of specified instructions approved by Touchstone Systems, Touchstone Systems shall select the shipper. Title to the material shall pass to Buyer upon delivery thereof by Touchstone Systems to the shipper or delivery service. All risk of loss passes to Buyer upon delivery to carrier or shipper. Upon such delivery by Touchstone Systems to the shipper, Buyer shall assume all risk. Touchstone Systems reserves the right to over and/or under ship not more than two percent (2%) of the specified quantities of Product in an approved Purchase Order.
No Products supplied by Touchstone Systems shall be used in the design, development, production, utilization, maintenance or operation of, or otherwise incorporated into:
- Any weapons (Weapons of Mass Destruction (nuclear, chemical or biological weapons or missiles) or conventional weapons);
- Goods or systems specifically designed or intended for military end-use or military end-users; or
- Goods or systems that are to be redirected or resold to nations or organizations subject to U.S. export embargos or restrictions.
Unless specifically otherwise agreed in writing, products sold by Touchstone Systems are not intended for, and will not be used in, critical safety, life support systems, human implantation, nuclear facilities or systems or any other application where product failure could lead to loss of life or catastrophic property damage. If Buyer uses or resells the Products for use in any such applications or fails to comply with the manufacturer’s product specifications, Buyer acknowledges that such use, resale or non-compliance is at Buyer’s sole risk. Buyer indemnifies Touchstone Systems against all claims made by third parties against Touchstone Systems arising out of such personal injury, loss or damage and agrees to defend Touchstone Systems against any such claims and pay all defense costs, including reasonable attorneys’ fees, incurred in connection therewith.
Touchstone Systems makes no warranty with regard to the fitness of any Product for Buyer’s particular or intended use, or that Products sold will be compatible with Buyer’s circuit or product designs. Buyer acknowledges and agrees that Touchstone Systems disclaims any implied warranty of merchantability. Buyer further acknowledges and agrees that there are no warranties that extend beyond any express, limited warranties that may be set forth herein.
Any limited warranties extend only to Buyer, as the original purchaser of the Product.
Touchstone Systems warrants that any Product sold by Touchstone Systems will be free from defects in form, fit and function for a limited period of thirty (30) days from the original invoice date (the “Warranty Period”). The limited warranty does not apply to any Product that: (i) has been used in any restricted application or system outlined in the above section “Use of Product” (ii) has been subject to abuse, misuse (including, without limitation, static discharge), neglect, accident or modification; (iii) is otherwise not capable of being tested; (iv) has been installed in an unsuitable installation environment for the Product; (v) has been used for purposes other than for which it was designed; or (vi) has been damaged by heat, moisture, electrostatic discharge or similar causes.
Buyer’s sole remedy for any breach of the limited warranty set forth herein shall be one of the following remedies, as selected by Touchstone Systems in its sole discretion: (i) the replacement of the non-conforming Product; or (ii) the refund of the purchase price paid for the non-conforming Product within the Warranty Period, in accordance with Touchstone Systems return policy.
All Products shall be inspected by Buyer at the time of Buyer’s receipt and all non-conforming Products must be returned within two (2) days of initial receipt. No Product shall be accepted for return without Touchstone Systems written authorization. Such returns must be shipped via “least cost” method and will not be accepted if COD.
Touchstone Systems shall have no liability for special, general or consequential damages of any kind or from any cause whatsoever. Touchstone Systems liability shall be limited, in Touchstone Systems sole discretion, to one of the following: (i) the replacement of non-conforming Product; or (ii) the refund of the purchase price of the non-conforming Product, conditioned on Touchstone Systems receipt of the non-conforming Product within the Warranty Period, in accordance with Touchstone Systems return policy. In no event shall Touchstone Systems be liable for damages or expenses caused by the use of the non-conforming Product.
Touchstone Systems offers the following payment methods: Check, MasterCard, VISA, American Express, C.O.D. and prepaid by wire transfer, as well as Net Terms to qualified Buyers, as determined by Touchstone Systems, in writing. Payment must be made in U.S. dollars. Touchstone Systems reserves the right to require payment in advance of a requested C.O.D. request. Touchstone Systems shall have the right to otherwise modify credit terms. When partial shipments are made, payments for such partial shipments shall become due in accordance with designated terms upon issuance of Touchstone Systems invoices for such partial shipment.
Touchstone Systems may, at any time, alter or suspend credit, refuse shipment, or cancel unfilled orders when, in its sole discretion, Touchstone Systems concludes that the financial condition of Buyer is such that there is an unacceptable risk of non-payment.
Payments not made when due shall be subject to a service charge of 1.5% per month, “18% per annum,” to compensate for loss due to delay in receiving payment.
Buyer agrees to pay all fees (i.e., collection fees, reasonable attorneys’ fees, court costs, or any other associated costs, etc.) incurred by Touchstone Systems as a result of Buyer’s failure to pay Touchstone Systems invoice within the terms set forth therein.
All international shipments are Ex-Works Touchstone Systems location.
These Terms and Conditions and associated invoices shall be governed by the laws of the State of Florida. Buyer agrees that all legal proceedings concerning disputes regarding the Invoice, including non-payment, these Terms and Conditions and Buyer’s Purchase Order shall be commenced in the Superior Court of Florida, County of Brevard and consents to the jurisdiction of such court to resolve any such disputes.
Orders entered into Touchstone Systems books cannot be countermanded absent Touchstone Systems written consent and upon terms that indemnify Touchstone Systems against all loss and expense. Buyer shall not assign any warranty, guaranty or other rights, if any, set forth in these Terms and Conditions and the associated invoice, nor shall any subsequent buyer or user of the Products be entitled to any rights or benefits granted to Buyer as provided herein.
Any modification of this Invoice or additional provisions beyond those stated in these Terms and Conditions and the associated invoice shall be binding only if evidenced in a writing signed by Buyer and Touchstone Systems.
This Invoice constitutes the entire agreement between the parties relating to the Terms and Conditions of sale of the Products identified in any approved Purchase Order. Any conflicting terms or provisions contained in any Purchase Order shall not be binding on Touchstone Systems. Any prior understanding or representation of any kind relating to the Terms and Conditions of sale preceding the date of this Invoice shall not be binding on Touchstone Systems, except to the extent expressly set forth in this Invoice.