Terms and Conditions
1. Product Reliability: Our products, with exceptions as noted, are sold with no express warranties, oral or written, and with no implied warranties of merchantability, fitness or any other warranties whatsoever. However, if within one year of shipment or up to two years from the date of manufacture on certain Electronic products, we determine that our product contained a defect in workmanship or material when purchased, we will, at our option, refund the purchase price or provide a replacement FOB our factory.
2. TB Wood's Incorporated will not be liable for any incidental or consequential damages, secondary charges, expenses for installation, injuries to persons, or damage to property.
3. Claims for refunds or replacements must be made to the factory. Products may be returned only after written approval and a returned goods authorization number has been received from Customer Service or Application Engineering. Return shipments must be prepaid (Refer to Returned Goods Policy). Final decision about refund or replacement rests solely with TB Wood's Incorporated.
4. TB Wood's Incorporated is under no obligation to incorporate improvements or changes in products already shipped, nor will we substitute improved products for those already shipped. Changes and improvements may be made at any time.
5. Shipment promises are made in good faith. If for any reason, whether due to TB Wood's fault or otherwise, delivery is delayed, it is agreed that TB Wood's shall not be liable for any consequential or secondary damages of any nature resulting from delayed delivery.
6. When a customer purchase order is received without final and complete shipping instructions, TB Wood's shall have the right to ship and bill Purchaser within 30 days of the date of completion of manufacture.
7. For damages or shortages in transit, consignee must make claims against the carrier. Claims for shortages, overages or other errors in shipments must be made to TB Wood's in writing within a period of 30 days from date of shipment; otherwise, such claims will not be considered valid.
8. By placing a purchase order, purchaser agrees that the total amount of the transaction shall be due and payable within predetermined terms.
9. If TB Wood's is required to refer this transaction to an attorney for collection, Purchaser agrees that all costs, attorney fees and expenses of said collection shall be added to the amount due TB Wood's from Purchaser.
10. Cancellation of made-to-order items when engineering time is incurred or production work has begun will be billed for time and material expense incurred by TB Wood's at the point of cancellation. If made-to-order items have been completed but not shipped, charges to Purchaser will be pursuant to the quotation or purchase order.
Applicable law for website
11. By accessing, browsing and/or using our website (www.TBwoods.com), User acknowledges having read, understood, and hereby agrees to be bound by these terms and to comply with all applicable laws and regulations, including U.S. Export and re-export control laws and regulations. If you do not agree to these terms, do not use this website. The material provided on this website is protected by law including but not limited to, United Sates Copyright Law and international treaties.
12. This website is controlled and operated by TB Woods Incorporated from its offices within the Commonwealth of Pennsylvania. It can be accessed from all fifty states and other countries of the world but any claim regarding the use of this site and material contained herein is governed by the laws of the Commonwealth of Pennsylvania, United States without regard to conflict of law principles. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Franklin County, Pennsylvania with respect to such matters.
13. The trademarks, service marks, and logos used on TB Wood's website are registered and unregistered trademarks of TB Woods' Incorporated and others. Nothing on the website should be construed as granting by implication, estoppel or otherwise, any license or right to use any trademark displayed on the website, without written permission of the trademark owner.
14. The TB Wood's website contains links to third party sites. The linked sites are not under control of TB Wood's and TB Wood's is not responsible for the content of any linked site, any link contained in the linked site, any change or updates to such linked site or any transmission from any linked site. TB Wood's is providing these links to third party sites, only as a convenience, and the inclusion of any link does not imply endorsement by TB Wood's of the site.
15. The copyright in all material provided on TB Wood's website is held by TB Woods Incorporated or by original creator of the material. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted by any means, including but not limited to electronic, mechanical, photocopying or recording or otherwise without prior written consent of TB Woods Incorporated or copyright owner. You also may not, without written permission from TB Woods Incorporated, "mirror" any material on our website on any other website.
16. Under no circumstances shall TB Wood's be liable for any direct, indirect, special, incidental, punitive or consequential damages, including but not limited to business interruption, delays, loss of data or profit, arising from use or inability to use TB Wood's website.
17. While TB Wood's uses reasonable effort to include accurate and up to date information on our website, the materials on this site are provided "as is" without warranties of any kind either expressed or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement or other violation of rights.
18. Order acknowledgement provided by the TB Wood's website is only acknowledgement that you have entered your order on the website. It does not imply acceptance of order. The order is not accepted by TB Wood's until you have received an official acceptance notification from TB Wood's.
In accordance with our established policy to constantly improve our products, the specifications contained in catalogs, literature, CD-ROMs, website, e-mails and all other forms of communication are subject to change without notice.
1. OFFER AND ACCEPTANCE: Under no circumstances shall any terms and conditions of Purchaser's business form that are inconsistent with the terms and conditions of this offer become part of any resulting contract. Upon acceptance by Purchaser, the invoice shall be the final written expression of agreement between Seller and Purchaser, constituting the entire contract, between Purchaser and Seller and superseding all previous communications, either verbal or written. Any resulting contract may be modified only in writing signed by Seller. Reference to any order or other communication from Seller is only for the purpose of identifying the product or service ordered.
2. LIMITED WARRANTY: Seller makes no warranty of merchantability or fitness for any particular purpose. If at any time within one year after shipment of products to Purchaser, but in no case thereafter, Seller determines upon receipt of a claim from Purchaser that a product sold to Purchaser contained a defect in workmanship and material when supplied, Seller will refund the purchase price to Purchaser or, at Seller's option, repair or replace the product upon its return F.O.B. Seller's plant.
3. EXCLUSIVE REMEDY: It is expressly agreed that Purchaser's sole and exclusive remedy for any defect in workmanship and material or for any other defect or for any tortuous conduct of Seller or any remedy arising as a result of Purchaser's reliance on Seller's advertising or other public representations shall be the repair and/or replacement (at Seller's option) of any equipment or parts thereof that are non-conforming, or (at Seller's option) the refund of the purchase price thereof. No other claims of, any kind or nature whatsoever shall be made upon or require to be granted by Seller. If Seller opts to replace equipment and/or parts, the cost of such will be borne by Seller, but in all cases the costs of installation labor will be paid by purchaser.
4. EXCLUSION OF CONSEQUENTIAL DAMAGES: It is further expressly agreed that under no circumstances will Seller be liable for economic loss or consequential damages of any kind suffered by Purchaser, including but not limited to, loss of anticipated profits or any other loss caused by reason of the non-operation of, or the increased expense of operations caused by Seller's product. This exclusion is applicable to claims sounding in tort as well as contract and any damages allegedly due to violation of any federal law or regulation, including the Occupational Safety and Health Act (''OSHA).
5. SHIPMENT: Rail or Truck freight has been prepaid and allowed on any shipment weighing 500 lbs. or more from either the Seller's Factory or Distribution Centers to any railroad station or truck terminal in the United States, excluding Alaska and Hawaii. Shipments under 500 lbs. have been forwarded with TRANSPORTATION charges collect. If seller elected to make partial shipments under 500 lbs. of Purchaser's order in excess of 500 lbs., truck and rail freight have been prepaid and allowed. If Purchaser requested partial shipment or specified shipment to more than one destination in weights less than 500 lbs. shipment has made freight collect. Seller will at Purchaser's request ship products other than by truck or rail freight, but Purchaser expressly agrees to reimburse Seller for any excess freight prepaid, REGARDLESS OF SHIPMENT WEIGHT. Purchaser further agrees that risk of loss passes to Purchaser upon delivery of Seller's product to the carrier.
6. INSTALLATION/SAFETY: Purchaser agrees that Seller's product's were, are, and will be selected, installed, operated and maintained in accordance with all information and instructions provided by Seller. Purchaser shall at all times require its employees to use all safety devices, guards and cautions, and follow safe operating practices and shall not permit the removal or modification of any safety device, cautions, instructions or warning signs or permit them to be rendered ineffective. Purchaser is responsible for the installation of such safety guards and devices as federal, state or local laws, rules or regulations or installation or safety codes may dictate, notwithstanding that Seller may not have provided such guards or devices with its product.
7. INDEMNITY: Purchaser agrees to hold Seller, its officers, agents and employees harmless from any and all loss, expense, claims, liability, demands or damages either at law or in equity arising out of the manufacture of any patented device, or allegedly patented device, or part thereof, or on account of the use of such articles by Purchaser.
8. DAMAGES: Seller's damages for breach of any resulting contract by Purchaser will include, but not be limited to, all Seller's expenditures in preparation for performance or actual performance of the contract, the prorate share of Seller's overhead attributable to Seller's performance of the contract and Seller's lost profits. Unless expressly consented to in writing by Seller, the Purchaser shall have no right to withhold any contract amount due Seller because of any claim by Purchaser against Seller.
9. CHANGES and IMPROVEMENTS: Changes and improvements may be made at any time in these products, but Seller shall be under no obligation to incorporate same in, or substitute the same for, any products previously sold to Purchaser.
10. PRIVATE STATUTE OF LIMITATIONS: Purchaser agrees that any and all actions arising out of the sale of goods under this contract, including the breach thereof, must be within one year after the cause of action has accrued.
11. GOVERNING LAW: This contract shall be governed by and construed under the laws of the Commonwea1th of Pennsylvania.
We hereby certify to the best of our knowledge and belief (1) that we have fully complied with the Fair Labor Standards Act of 1938, as amended, with respect to the production of the articles and for the performance of the services covered by this invoice and (2) that the above prices do not exceed any applicable ceiling prices established by law.