TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (“Terms”) govern all sales of products and materials (“Goods”) by Timewell Drainage Products (“Seller”) to any purchaser (“Buyer”). No other terms, conditions, or understandings, whether oral or written, shall be binding unless expressly agreed to in writing and signed by both parties.

Entire Agreement: These Terms, together with any applicable invoice or written quotation, constitute the complete and exclusive agreement between Seller and Buyer. Any additional, conflicting, or different terms proposed by Buyer, whether in a purchase order or other document, are expressly rejected and shall be of no force or effect unless accepted in writing by Seller.

Prices: Prices quoted by Seller remain valid for thirty (30) days unless otherwise stated. Prices are subject to adjustment based on market fluctuations, raw material costs, transportation changes, or other factors beyond Seller’s control. If prices are increased before shipment, Buyer may cancel the affected order within two (2) business days of receiving written notice of the price change.

Special Orders or custom items cannot be returned and must be accompanied by a PO that specifies all order/delivery details. Special Orders and custom items will be shipped as completed or as a part of an order at Sellers discretion. Special Orders or custom items that are held at the after completion at the Buyers request may be subject to storage and handling fees.

Payment Terms: Payment is due within thirty (30) days from the date of invoice. Past-due balances are subject to a two percent (2%) monthly service charge (twenty-four percent (24%) per annum) or the maximum permitted by law. Buyer shall not withhold, offset, or deduct any amount for claims or counterclaims without Seller’s written consent. Seller reserves the right to suspend shipments, accelerate payments due, or require prepayment or security if Buyer’s financial condition becomes unsatisfactory. Buyers shall be responsible for all collection costs, including reasonable attorney’s fees.
An additional 3% transaction fee applies to all credit card payments.

Taxes: Buyer shall pay all applicable sales, use, excise, or other taxes or duties arising out of the sale, delivery, or use of the Goods, except for taxes on Seller’s income.

Inspection and Claims: Buyer shall inspect all Goods promptly upon delivery. Any claim for incorrect quantity, damage, or nonconformity must be made in writing within 48 hours of delivery. Failure to notify Seller within this period constitutes acceptance of the Goods and waiver of any claim. Seller’s sole obligation and Buyer’s exclusive remedy shall be, at Seller’s discretion, replacement, or credit for the affected Goods.

Returns: No returns shall be accepted without Timewell’s written approval. Returned Goods must be unused, in original packaging, and in resalable condition. Returns are subject to 25% restock fee. All returns must be shipped freight prepaid by the buyer. Distributors are responsible for confirming product accuracy on all job-site deliveries.

Limited Warranty and Disclaimer: Seller warrants that the Goods are free from defects in material and workmanship under regular use and service for a period of one (1) year from delivery. This warranty does not apply to Goods that have been altered, misused, improperly installed, damaged by accident, or subjected to abnormal conditions. Seller’s obligation is limited solely to the replacement for defective Goods. Except as expressly stated herein, Seller makes no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. In no event shall Seller be liable for any consequential, incidental, indirect, punitive, or special damages, including lost profits, loss of production, or loss of use. Seller’s total cumulative liability shall not exceed the amount paid by Buyer for the Goods giving rise to the claim. Any action against Seller must be brought within one (1) year after the cause of action arises.

Indemnification: Buyer shall indemnify, defend, and hold harmless Seller, its affiliates, employees, and agents from any claims, losses, damages, and expenses (including reasonable attorney’s fees) arising out of Buyer’s use, handling, storage, installation, transportation, or resale of the Goods; Buyer’s failure to comply with applicable laws or regulations; or any modification or misuse of the Goods by Buyer or third parties under Buyer’s control.

Transportation and Delivery: Title and risk of loss transfer to Buyer upon Seller’s delivery of Goods to the carrier. Buyer shall promptly unload and return the transport equipment per the carrier’s or Seller’s requirements. Detention, demurrage, or storage fees caused by Buyer’s delay shall be Buyer’s responsibility. Seller may make partial shipments, each constituting a separate sale.
Distributors are responsible for unloading all loads delivered via dry van, drop deck, flatbed, and/or Hot Shot. Timewell drivers or contractors are not responsible for unpacking or stocking.

Force Majeure: Seller shall not be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, raw material shortages, fire, flood, governmental actions, transportation delays, or failure of suppliers. During any such period, Seller may allocate available supply among customers fairly and reasonably.

Compliance with Laws: Buyer represents and warrants that it complies with all applicable federal, state, and local laws, including, without limitation, export control, anti-bribery, environmental, and labor laws. Buyer agrees to indemnify Seller for any loss arising from Buyer’s noncompliance.

Intellectual Property: No rights or licenses to Seller’s trademarks, service marks, trade names, or other intellectual property are granted by these Terms. Buyer shall not use Seller’s name or intellectual property without prior written consent.

Governing Law and Venue: These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of law principles. Buyer and Seller consent to the exclusive jurisdiction of the state and federal courts located in Adams County, Illinois. Each party waives its right to a trial by jury.

Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment: Buyer may not assign any rights or obligations under these Terms without Seller’s prior written consent. Seller may assign these Terms or any related rights to an affiliate or successor without Buyer’s consent.

No Modification: Acceptance of any Goods by Buyer constitutes agreement to these Terms. No modification or waiver shall be valid unless in writing and signed by Seller. Seller’s failure to enforce any term shall not constitute a waiver of future enforcement of that or any other provision.

 

Timewell Drainage Products
1267 County Road 1000 N
Timewell, IL 62375
(217) 773-2015
www.timewellpipe.com

 

These Terms and Conditions are subject to change without notice. The version in effect as of the invoice date shall govern the sale.