General Terms & Conditions of Sale Definitions.
As used in these General Terms and Conditions of Sale, the term "Product" shall mean the machinery, equipment, goods, products and other tangible property from time to time sold or offered for sale by "Seller"; the term "Customer" or “Buyer” shall mean the person to whom such Goods or Services is sold or offered.
Tandem GSE’s Terms and Conditions Control the Agreement.
If Customer has submitted or submits additional, different and/or inconsistent terms, conditions and/or limitations to Tandem GSE, or a counteroffer to Tandem GSE, Tandem GSE’s subsequent performance shall not operate or be construed as either acceptance of Buyer’s additional, different and/or inconsistent terms, conditions and/or limitations or Buyer’s counteroffer, nor shall Tandem GSE’s performance be viewed as a willingness to accept any provision of the Uniform Commercial Code, as adopted by any State or Commonwealth, that is contrary or in additional to any of the terms and conditions hereof. Tandem GSE and Buyer agree that these terms and conditions together with the face of this document and the attachment, if any, incorporated herein by reference constitute the definitive, entire and final Agreement.
Unless otherwise stated, all prices are in U.S. Dollars. All prices offered are net prices with trade discounts already deducted. Market Sensitive Commodity items will be priced according to current market conditions, and may fluctuate from time of quotation to time of order. Customer-provided sales contracts are not valid under any circumstance. All pricing must be on a Tandem quote, packing list, or invoice to be valid. Tandem GSE may change the price for the Goods and Services in accordance with any change to its standard pricing for such Goods and Services prior to the date of shipment of Goods or performance of Services, as the case may be. The prices of any and all Goods and Services shall be confidential, and Buyer shall not disclose such prices to any unrelated third party. Tandem GSE and Buyer acknowledge and agree that money damages for any and all breaches of Buyer’s obligation not to disclose the price of any Goods or Services is both incalculable and insufficient and that any such breach would irreparably harm Tandem GSE. Therefore, in the event of any actual or prospective breach of the obligation of Buyer not to disclose the prices of any Goods and Services, Tandem GSE shall be entitled to a permanent and/or a preliminary injunction, without posting any bond or other security, to prevent or remedy such breach and shall have the right to specific enforcement of this Agreement against Buyer in addition to any other remedies to which Tandem GSE may be entitled at law or in equity or by statute.
All payments shall be in U.S. Dollars, without offset, back charge, retention or withholding of any kind. All invoices shall be payable within terms stated on the invoice. Any amounts not paid when due will be subject to interest at the rate of 1.5% per month or the highest interest rate permitted by applicable law, whichever is less.
Sales Tax and Duties, Import Fees.
The purchase price of the Goods and Services does not include transportation taxes or any sales, use, excise, import or any similar tax or other governmental charge arising pursuant to or in connection with the sale, purchase, processing, delivery, storage, use, consumption,
performance or transportation of the Goods and/or Services. Seller is required to charge/collect national, state, local tax, applicable duties, and import fees on products for which Customer has not provided valid exemption certification. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes. fees, licenses, import duties, and fees and licenses, and expenses as may be applicable. Buyer is responsible for any transportation fees. When ordering, Customer shall indicate clearly which products is tax exempt.
On any open account sale, Customer hereby grants to Seller a priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Tandem G.S.E. Customer agrees to file or permit Seller
to file any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Seller's priority lien or security interest. Customer agrees to inform Seller immediately if it intends to use any import financing or has or will be granting alien or security interest on its inventory to any third party.
Credit Balance. Customer agrees that any credit balance issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any credit balance remaining will be subject to cancellation, and Seller shall have no further liability.
Shipping Charges and Freight Policy.
Unless otherwise varied, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000), Seller's shipping warehouse. All shipments are freight collect from any of Seller’s facilities. Customer shall be responsible for obtaining insurance. Title and risk of loss for products shall pass when made available to Customer on delivery to carrier in the United States; provided that if payment has not been made
at the time of shipment, Seller shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, Customer must file claim exclusively with airline, carrier, vessel and/or insurance company; provided, however, that if Seller has not received payment in full at the time the product is damaged in transit, Seller shall have the right to file claim exclusively with the airline, carrier, vessel and/or insurance company. Products will be shipped prepaid and will be billed either when the product(s) is billed or may be billed separately, at a later date. All freight charges will include insurance charges.
If you would like to ship on your UPS or FedEx account, you must provide a valid account number with the corresponding billing address where the carrier statement is received. If shipping on your account, you must provide that information at the time of your order, in writing, on your purchase order. All orders must be sent to [email protected] Tandem will not be liable for shipping changes made after the fact. Should your account information not be valid with the carrier at the time of processing, Tandem will ship prepaid and bill accordingly. Seller will do their best to use Customers “Preferred Shipping Method”, but is under no obligation to do so. Shipping charges may/or may not be included in a quote or pro-forma invoice. All shipping charges (incoming and outgoing), if applicable, will be added to the final or additional invoice and are the responsibility of the Customer. Shipments damaged in transit are the responsibility of the purchaser and must be filed with the Freight carrier for damages.
A. Any shipping dates for Goods or performance dates for Services given in advance of actual shipment of Goods or performance of Services are Tandem GSE’s best estimates for informational purposes only, and deliveries of Goods and performance of Services shall be made subject to prior orders on file with Tandem GSE. Unless otherwise agreed to by Tandem GSE in writing, Tandem GSE may, in its sole discretion, use any commercial carriers for shipment of the Goods. Tandem GSE shall use its reasonable efforts to comply with Buyer’s requests as to method and route of transportation, but Tandem GSE reserves the right to use an alternate method or rout of transportation whether or not at a higher rate.
B. Unless otherwise agreed to by Tandem GSE in writing, Buyer shall pay all insurance costs in connection with delivery of the Goods and be responsible for filing and pursuing claims with carriers for loss, or, or damage to, Goods in transit.
C. Buyer is responsible for obtaining at its sole cost and expense any and all necessary licenses and permits for the Goods and Services, including, without limitation, any licenses and permits for transportation.
D. If Buyer is unable to receive the Goods when they are tendered, Buyer shall be liable to Tandem GSE for any losses, damages, or additional expenses incurred or suffered by Tandem GSE as a result of Buyer’s inability to receive the Goods.
Any cancellation by Customer must be approved by Seller, and will be subject to restocking and other charges. Special Orders and Non-Stocked items are Non-Cancellable.
The requisitioner receiving and signing for the product(s) has the duty to inspect products upon receipt. Their receipt of goods acknowledges
that the items received are correct and have been received with the correct number of conforming goods, without damage. All claims must be made within (2) days after receipt of goods. Failure of Buyer to provide Seller with a written, itemized list of defects within such ten (5) days or to permit Seller a reasonable opportunity to correct any listed defects shall be deemed acceptance of Goods or Services. In the event of multiple shipments, each individual shipment shall be separately accepted and shall be periodically inspected and accepted. Customer expressly waives any right to reject Goods or Services that substantially conform to the specifications relating thereto and any right to revoke acceptance after such ten (5) day period. All claims must be in writing and emailed to [email protected] and must include your purchase order number, along with the shipping Sales Order number. Any shipments refused by Customer will be charged a 20% restock and return freight fee.
Product cross-reference comparisons do not imply that all products compared are available or in the case of functional equivalency, that performance and other characteristics are fully comparable. Customer shall review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for Customer's intended use.
Orders that are shipped to countries outside of the U.S. may be subject to import taxes, customs duties and fees levied by the destination country. These charges for customs clearance must be paid by the recipient; we have no control over these charges and cannot predict what they may be. Customs policies vary widely from country to country. Please contact your local customs office for information. When customs clearance payment and/or procedures are required it can cause delays beyond our delivery estimates. Should Tandem GSE receive a bill for customs duties, taxes, and/or fees, Tandem GSE will bill Customer accordingly. Customer will be liable for all charges and payment will be due upon receipt of invoice.
Bank & Wire Fee: Bank & Wire Fees will not be included in any quote. Customer is responsible for any fees, deductions, or currency exchange shortages that may be removed from payments, before they are received by Tandem G.S.E.. Customer must specify to their bank or institution to state/write “ALL CHARGES OURS” or “NO CHARGES FOR BENEFICIARY” (written in English and your language, if different) in your sending instructions. THE AMOUNT BILLED, MUST BE THE AMOUNT RECEIVED, IN FULL. Bank Checks and Wire Transfers MUST be net and free of all bank charges. Any bank charges are the responsibility of you (the Customer). Seller will do their best to use Customers “Preferred Shipping Method”, but is under no obligation to do so. Shipping charges may/or may not be included in a quote or pro-forma invoice. All shipping charges (incoming and outgoing), if applicable, will be added to the final or additional invoice and are the responsibility of the Customer. Please contact [email protected] with wire payment information, once you have processed on your end. We will then make note that your payment is forthcoming and posted properly to your account.
Prepaid, special-ordered, cut-to-length, and VOC items are considered final sale and are not returnable. Before returning any product Customer believes is defective, or does not want to keep, Customer must email Tandem GSE at [email protected] within (5) days of receipt of goods; with the date and number of the original invoice, the part number, and a description of the defect., or reason for wanting to Return.
Seller may provide an RMA number, as well as information on where to send the return. The issuance of a return is not an acceptance by Seller, or its agents, of such return for credit, exchange, warranty or otherwise. Returns must then be received within (10) days of receipt of goods. All returns are subject to inspection and evaluation prior to determination of issuance of credit. Seller assumes no responsibility for loss or damage of a return if an RMA number is not clearly marked on the merchandise being returned. All returns must be in their original packaging and must not be altered. Credits given will be for product only, less freight charges. All returns are subject to restocking fees. An additional handling charge will be applied on returns less than $100. All returns must be sent freight prepaid and will not be refunded.
Parts unacceptable for return:
Customer is ultimately responsible for supplying the part number. If Customer does not know the part number, Tandem GSE can give suggestions and will ask that you verify and approve the order. These items are non-returnable if not a stocked item. If part is a stocked item, the return will incur a 20% restocking fee.
Prepaid, special ordered, cut-to-length, and VOC items are considered final sale and are not returnable. Before returning any product Customer believes is defective, or does not want to keep, Customer must email Tandem GSE at [email protected]
within (5) days of
receipt of goods; with the date and number of the original invoice, the part number, and a description of the defect., or reason for wanting to Return. Seller may provide an RMA number, as well as information on where to send the return. The issuance of a return is not an acceptance by Seller, or its agents, of such return for credit, exchange, warranty or otherwise. Returns must then be received within (10) days of receipt of goods. All returns are subject to inspection and evaluation prior to determination of issuance of credit. Seller assumes no responsibility for loss or damage of a return if an RMA Tandem number is not clearly marked on the merchandise being returned. All returns must be in their original packaging and must not be altered. Credits given will be for product only, less freight charges. All returns are subject to restocking fees. An additional handling charge will be applied on returns less than $100. All returns must be sent freight prepaid and will not be refunded. Collect shipments will be refused.
Customer is ultimately responsible for supplying the part number. If Customer does not know the part number, Tandem GSE can give
suggestions and will ask that you verify and approve the order. These items are non-returnable if not a stocked item. If part is a stocked item, the return will incur a 20% restocking fee.
Disclaimer of Warranties.
TANDEM GSE HERBY EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY CONTRACT, AT LAW, IN EQUITY, BY STRICT LIABILITY OR OTHERWISE, WITH RESPECT TO THE GOODS AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MECHANTABILITY, ANY WARRANTY AGAINST DEFECTS IN DESIGN, MATERIALS AND WORKMANSHIP, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY AGAINST PROHIBITORY DEFECTS, ANY WARRANTY OF GOOD TITLE, AND ANY WARRANTY AGAINST INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY PATENTS, TRADEMARKS, OR COPYRIGHTS. Tandem GSE shall, however, if given prompt written notice by Buyer of any claim of alleged patent, trademark, or copyright infringement with respect to any Goods, use its reasonable efforts to secure for Buyer such indemnity rights, if any, as the manufacturer may offer with respect to such Goods.
Certificate of Origin / Certificate of Conformity
A Certificate of Origin / Conformity may be provided upon request. Additional fees will apply.
Warranty & Liability Disclaimer
ALL PRODUCTS TO BE SOLD AND DELIVERED ARE DONE SO "AS IS". TANDEM G.S.E. HAS NOT DESIGNED OR MANUFACTURED THE PRODUCTS. TANDEM G.S.E.MAKES NO REPRESENTATION OR WARRANTY THAT ANY PRODUCT SOLD WILL CONFORM TO THE MANUFACTURER'S SPECIFICATIONS IN RESPECT OF SUCH PRODUCT OR WILL BE FREE FROM DEFECTS IN MATRIAL, WORKMANSHIP, PROCESS OF MANUFACTURING OR DESIGN, AND TANDEM G.S.E. HAS NO RESPONSIBILITY IN RESPECT OF SAME. TANDEM G.S.E.'S REPRESENTATION AND WARRANTY CONTAINED HEREOF IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR
PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. NO EXTENSION OR EXPANSION OF SUCH WARRANTY SHALL BE BINDING UPON TANDEM G.S.E. UNLESS SET FORTH IN WRITING AND SIGNED BY TANDEM G.S.E.'S AUTHORIZED REPRESENTATIVE.
Seller shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from acts of God, acts of war, acts of
terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, labor disruptions, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, severe weather conditions, catastrophic events, manufacturing/vendor/shipping delays, or any other circumstance or cause beyond the reasonable control of Seller in the conduct of its business.
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