Terms & Conditions
Titletown Manufacturing
Terms & Conditions
- ACCEPTANCE. The proposal embodied by these terms and conditions and other documents referenced (“Agreement”) is accepted by the parties. This Agreement may not be modified except by written agreement signed by a duly authorized representative of Seller. Any provisions of Buyer’s purchase order or other document, which contradicts the foregoing, shall be of no force and effect.
- FORCE MAJEURE. Seller shall not be liable for any failure of any performance under this Agreement if such failure is occasioned by war, labor shortage, materials shortage, fire, flood, or by any act of God, pandemic/epidemic, or by any other cause beyond the control of Seller. Time is not of the essence regarding Seller’s performance.
- PAYMENT AND TERMS. The sales price shall be as stated on Seller’s quote. The services to be provided by Seller are limited to those stated on the quote. Payment is due according to the term specified on the quote. Accounts past due shall be charged a late fee at 1.5% per month (or 1.0% per month if a “consumer transaction” as defined under applicable law), or the maximum amount permitted by law, from invoice. To the extent permitted by law, Buyer shall be liable to Seller for all costs of collection, including but not limited to actual reasonable attorneys’ fees, incurred by Seller in connection with actions to collect any balance owed by Buyer.
- DELIVERY TERMS. Unless otherwise stated in this Agreement, delivery terms shall be FOB Seller’s facility. Buyer shall pay all shipping costs when due and bear the risk of loss after Seller places the products in the possession of the carrier. Shipping dates submitted are approximate. Seller shall use reasonable efforts to meet the approximated shipping date(s), provided that Buyer timely supplies all necessary information. Seller shall not be responsible for damage or loss in transit and all claims shall be made by Buyer directly to or with the carrier.
- ACCEPTANCE OF WORK PRODUCT. Buyer shall inspect all work completed by Seller. Buyer shall be deemed to have irrevocably accepted the work as conforming to the specifications if Buyer has not given to Seller a written notice of rejection, describing the basis for rejection, within 10 days of receiving the product.
- LIMITATION OF WARRANTY. Seller warrants only that the services performed by Seller will conform to the specifications provided to us by Buyer at the time of delivery. SELLER MAKES NO ADDITIONAL WARRANTIES WITH RESPECT TO THE PRODUCTS OR SERVICES SOLD HEREUNDER. ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND ANY IMPLIED WARRANTY THAT THE GOODS OR SERVICES ARE FIT FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. Buyer’s sole and exclusive remedy for breach of any warranty shall be, at Seller’s option, either a) the repair or replacement of any defective goods or services, at Seller’s expense; or b) the refund of any amounts actually received by Seller from Buyer. Seller shall have no liability under the foregoing warranty unless Buyer, at its expense, has, within 10 days of receiving the product, provided Seller a clear written statement describing the alleged defect, its consequences and, if applicable, returned the allegedly defective product to Seller.
- LIMITATION OF LIABILITY. Notwithstanding any other provision, the total liability, in the aggregate, of Seller and Seller’s officers, directors, employees, and agents to Buyer for any claims, losses, costs or damages arising out of, resulting from or related to the goods or services provided by Seller shall not exceed the amounts actually received by Seller from Buyer. Notwithstanding any other provision, Seller and Seller’s officers, directors, employees, and agents shall not be liable to Buyer for any special, incidental, indirect, or consequential damages.
- SECURITY INTEREST. Buyer grants to Seller a purchase money security interest in the products sold by Seller under this Agreement. Buyer authorizes Seller to file any documents necessary to perfect its security interest including, without limitation, a financing statement(s), and to take any actions permitted of Seller under the Uniform Commercial Code.
- INDEMNIFICATION OF DESIGN. Buyer warrants that Buyer is the owner of or duly authorized to use any copy, cuts, writings, illustrations, trademarks, service marks, and trade names submitted or approved by Buyer. Buyer shall indemnify, defend, and hold Seller harmless from any claims for damages sustained by Seller, Buyer, or any third party based on infringement of the property rights of others.
- PRODUCT LIABILITY PROTECTION. Buyer shall indemnify, defend, and hold Seller harmless against any loss, liability, damage, and expense (including attorneys’ fees) which in any manner may arise or result from, or be alleged to have arisen or resulted from, Buyer’s or any third party’s use or misuse of the product sold. Buyer shall be solely responsible for compliance with any federal, state, or local law regulating the design or operation of the product. Buyer shall not modify the product and any modification shall be deemed a material change to the product.
- GOVERNING LAW; JURISDICTION. This Agreement shall be governed by, construed and enforced under, the laws of Wisconsin.
- ENTIRE AGREEMENT. This Agreement is the entire agreement between the parties regarding the transaction contemplated and supersedes all previous written or oral negotiations, commitments, and writings. No promises, agreements, representations, or warranties regarding the transaction have been made by any party except as set forth herein.
- BINDING EFFECT. This Agreement shall bind and benefit the parties and their respective personal and legal representatives, heirs, successors, and permitted assigns.
- AUTHORITY. Each party warrants to the other party that is has the authority to enter into this Agreement and that all necessary corporate or other approvals have been or will be obtained.
- INDEPENDENT CONTRACTOR. Each party acknowledges that it is an independent contractor and is neither an agent, partner, joint venturer, nor employee of the other party.
- WAIVER. The failure of either party to insist on strict performance of this Agreement by the other, according to the terms and understanding herein set forth, shall not be construed as a waiver of the right to insist on such performance and no waiver by either party of any breach by the other of any provisions hereof.
- If any provision or provisions of this Agreement are determined to be invalid and contrary to any existing or future law, the invalidity shall not affect or impair the operation of those portions of this Agreement that are valid.