TriTech Corporation : Terms and Conditions

Terms and Conditions

The following terms and conditions along with the attached Returns Policy shall apply to all orders by Customer for the purchase of products from TriTech Corporation of America ("TriTech"). By accepting delivery of such products, Customer agrees to be bound by and accept these terms and conditions and the attached Returns Policy. These terms and conditions and the attached Returns Policy shall apply unless Customer and TriTech have signed a separate Agreement covering the purchase of the products, in which case such separate agreement shall be controlling.

1. PURCHASE. Upon TriTech’s acceptance of a Customer’s order, a firm contract for the purchase and sale of products will be formed between TriTech and Customer, and shall incorporate all the terms set forth herein. Any additional or different terms or conditions proposed by Customer are hereby objected to and shall not become part of the agreement between the parties. If the document containing the terms and conditions set forth herein constitues an acceptance, then TriTech’s acceptance is made expressly conditional on Customer’ assent to the terms and condidtions and Returns Policy set forth herein. If the terms and conditions and Returns Policy set forth herein are not acceptable to the Customer, Customer shall notify TriTech at once. Customer’s failure to reasonably notify TriTech shall constitute assent to the terms and conditions and Returns Policy set forth herein.

2. RESCHEDULING AND CANCELLATION. All requests by Customer to reschedule or cancel an order are subject to acceptance by TriTech. TriTech reserves the right to assess a rescheduling or cancellation charge for requests received within two days of a scheduled shipping date.

3. SHIPPING AND DELIVERY. TriTech will schedule shipments based on Customer’s requests, Product availability and the estimated shipping capability of TriTech and/or the Product manufacturer. TriTech may make partial shipments unless Customer’s order specifically objects. Delivery will be F.O.B. TriTech’s shipping dock or the product’s point of origin, as applicable. For products shipped prepaid or insured, TriTech will bill Customer a freight/insurance charge. These charges may be shown on the invoice as a single item identified as "Transportation" or as separate items. TriTech will not be liable for any delay or failure to deliver resulting from circumstances beyond its reasonable control or which would cause Seller to incur unreasonable expense to avoid.

4. INVOICES AND PAYMENT. Upon each shipment, TriTech will issue an invoice to the address specified in Customer’s order. Payment terms are cash upon delivery or, at the option of TriTech, net 30 days from the date of the invoice. All payments shall be in U.S. Dollars. TriTech may change its credit terms and/or suspend performance under any order when, in the opinion of TriTech, Customer’s financial condition or record of payment so warrants. Late payments shall be assessed a late payment charge at the rate of 1½per month, but in no event to exceed the maximum allowable by law. Additionally, Customer agrees to pay any third-party collection expenses, including attorney?s fees, incurred by Seller to collect any unpaid amounts.

5. WARRANTY. TriTech warrants that TriTech is the legal and rightful owner of the Products or that it is legally licensed and/or authorized to sell and/or distribute Products being purchased hereunder. Customers acknowledge that TriTech is not the manufacturer of any of the Products purchased hereunder. Other than the warranty set forth above, any warranty with respect to the Products must come from the manufacturer. TriTech will pass through to Customers any applicable warranties of the manufacturer to the extent permissible. Notwithstanding anything to the contrary, TriTech’s liability is limited to the replacement value of the Products.

TRITECH DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND PRODUCT LIABILITY, SPECIFICALLY INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

6. LIMITATION OF LIABILITY. TRITECH SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING IN ANY MANNER OUT OF OR IN CONNECTION WITH THE PRODUCTS PURCHASED HEREUNDER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF USE, CLAIMS OF THIRD PARTIES OR LOST PROFITS OR REVENUES OR OTHER ECONOMIC LOSS BY CUSTOMER OR ANY THIRD PARTY), WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT OR OTHERWISE, WHETHER OR NOT TRITECH SHALL HAVE BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.

7. TAXES. Customer shall be responsible for any state or local tax (excluding taxes based on TriTech’s income or profits) that results from the transfer of title or sale or delivery of the Products purchased hereunder unless a valid and correct tax exemption certificate is furnished to TriTech prior to delivery.

8. RESERVATION OF RIGHTS. TriTech reserves the right to change these terms and conditions of sale at any time and from time to time without notice.

9. ASSIGNMENT. Customer may not assigned or otherwise transfer its rights or obligations under these terms and conditions without the prior written consent of TriTech. Any attempt to assign or transfer such rights or obligations in violation of this provision shall not be binding on TriTech.

10. APPLICABLE LAW. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the state of Wisconsin without giving effect to any choice or conflict of law provision or rule of Wisconsin or any other jurisdiction that would cause the laws of any other jurisdiction to apply.

Terms and Conditions

TriTech Waukesha, WI

TriTech Milwaukee, WI

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