Standard Terms and Conditions of Sale

1. SCOPE

The Terms and Conditions (“Terms”) contained herein shall apply to all quotations and offers made by and purchase orders accepted by Teco Building Products. These Terms apply to all sales made by Teco except to the extent the Terms conflict with a Sales Agreement signed by Teco and Buyer. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry. These Terms may in some instances conflict with some of the terms and conditions affixed to the purchase order or other procurement document issued by the Buyer. In such case, the Terms contained herein shall govern, and acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of the terms and conditions herein, irrespective of whether the Buyer accepts these conditions by a written acknowledgement, by implication, or acceptance and payment of products ordered hereunder. Teco’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must specifically be agreed to in writing signed by an officer of Teco before becoming binding on either party.

2. PRICE, TAXES AND QUOTATIONS

Prices are subject to change on thirty days’ notice to Buyer. Any order that can be cancelled and rescheduled pursuant to paragraph 6(a) is subject to a price change immediately. All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, import duty (including brokerage fees) or other tax applicable to the manufacture or sale of any product. Such taxes, when applicable, shall be paid by Buyer unless Buyer provides a proper tax exemption certificate. Unless otherwise agreed to in writing by the parties, prices quoted by Teco are those current at the date of quotation and shall be subject to variation by Teco.

3. DELIVERY

Teco may deliver products in one or more consignment and invoice each consignment separately. Teco reserves the right to ship product that is not subject to cancellation in advance of the agreed shipping date. Unless otherwise agreed in writing, delivery time is not of the essence. Except as specified in 6(b), Teco does not accept liability for any loss arising from delay in delivery of products. Where Teco or any courier service operating on the behalf of Teco has been obliged to make an additional delivery of the goods to the address specified in the contract due to failure of the Buyer to accept the delivery of goods, Teco reserve the right to make a charge for such additional delivery.

4. PAYMENT TERMS

Unless otherwise agreed in writing, Payment terms for account customers shall be 2.5% discount for prompt payment otherwise net thirty (30) days from the date of invoice. Unless otherwise agreed in writing, all payments are to be in Pounds Sterling. For contracts outside of the UK, Teco may require payment to be secured by an irrevocable letter of credit or a bank guarantee acceptable to Teco. Where payment is made by letter of credit, all costs of collection shall be for Buyer’s account. In the event that Teco is required to bring legal action to collect delinquent accounts, Buyer agrees to pay all costs incurred in recovering overdue debts including, without limitation. Any extension of time to pay shall not be effective unless agreed in writing by Teco. Teco may terminate this Agreement and /or withhold further supplies in the event of amounts payable being overdue, breach of any of these terms and conditions of supply or any other reason which at the discretion of Teco warrants such actions. Amounts may not be withheld or delayed by the Buyer for unauthorised returns or otherwise without written agreement from Teco. Orders from customers who do not have an agreed credit account will only be accepted against prepayment in full.

5. NON-CONFORMING DELIVERY, PROPERTY AND RISK

Buyer shall notify Teco of any visible defects, quantity shortages or incorrect product shipments within seven (7) days of receipt of the shipment. Failure to notify Teco in writing of any visible defects in the products or of quantity shortages or incorrect shipments within such period shall be deemed an unqualified waiver of any rights to return products on the basis of visible defects, shortages or incorrect shipments, subject to Buyer’s rights under Section 7. Title of any goods supplied at any time to the Buyer by Teco shall not pass to the Buyer, notwithstanding delivery of any goods or any documents representing them, until payment in full for any such goods supplied and all other amounts on any account whatsoever due from the Buyer to Teco has been made in full by the Buyer.

6. ORDER CANCELLATION

(a) Buyers Cancellation for Convenience: Buyer may cancel any order for convenience on the following terms: (i) For standard products, Buyer may cancel or reschedule a product without penalty if the cancellation is more than fourteen (14) days from the Confirmed Shipping Date (as specified in Teco’s Order Acknowledgement or other document); cancellations within 14 days of a Confirmed Shipping Date must be approved in writing by a Teco and may be subject to special charges (ii) For nonstandard parts, custom products, or standard parts with minimum usage Buyer may cancel or reschedule more than sixty (60) days from the Confirmed Shipping Date, except that Buyer shall accept delivery of all such products which are completed at the time of cancellation or
rescheduling. Those nonstandard products which are in the work-in-process inventory at the time of cancellation or rescheduling, shall be paid for by Buyer at a price equal to the completed percentage of the product multiplied by the price of the finished product. Buyer also shall pay promptly to Teco the costs of settling and paying claims arising out of the termination of work under Teco’s subcontracts or vendors and any accounting, legal, and clerical costs arising out of the cancellation.
(b) Teco’s Cancellation: Teco shall have the right to cancel any unfilled order without notice to Buyer in the event that Buyer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business. Any order that can be cancelled or rescheduled by Buyer pursuant to paragraph 6(a) may be cancelled or rescheduled by Teco if notice is given to Buyer.

7. LIMITED WARRANTY

Except as specified below, products sold hereunder shall be free from defects in materials and workmanship and shall conform to Teco’s published specifications or other specifications accepted in writing by Teco for a period of one (1) year from the date of shipment of the products. The foregoing warranty does not apply to any products which have been subject to misuse, neglect, accident or modification or which have been welded or altered such that they are not capable of being tested under normal test conditions. Teco shall make the final determination as to whether its products are defective. Teco’s sole obligation for products failing to comply with this warranty shall be, at its option, to either repair, replace or issue credit for the nonconforming product where, within fourteen (14) days of the expiration of the warranty period, (i) Teco has received written notice of any nonconformity; (ii) after Teco’s written authorization, Buyer has returned the nonconforming product to Teco; and (iii) Teco has determined that the product is nonconforming and that such nonconformity is not the result of improper installation, repair or other misuse. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TECO DOES NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS PRODUCTS. Buyer shall pass this warranty to any third-party purchaser of Teco products.

8. LIMITED LIABILITY

Neither Teco nor Buyer shall be liable for incidental or consequential damages, including but not limited to, the cost of labour, requalification’s, rework charges, delay, lost profits, or loss of goodwill arising out of the sale, installation or use of any Teco product. If Teco has any liability for breach of contract, breach of any implied condition, warranty or representation, the aggregate liability of Teco to Buyer shall be limited in respect of any occurrence or series of occurrences to the contractual value of the products or services that are the subject of the contract.

9. COPYRIGHT

Teco Retains its Intellectual Property: The sale of any products hereunder does not convey any license by implication, estoppel or otherwise covering combinations of the products with other products or equipment. The company retains the copyright in all documents, catalogues, photos and drawings supplied to Buyer pursuant to or ancillary to the contract. Unless otherwise agreed in writing, Buyer shall obtain no interest in any design or tooling used in the production of any Teco product.

11. CONFIDENTIAL INFORMATION

Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations hereunder), divulge or communicate to any third party any information of the other it reasonably knows to be confidential.

12. FORCE MAJEURE

Teco shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of god, acts of the Buyer, act of civil or military authority, war, riots, concerted labour action, shortages of materials, or any other causes beyond the reasonable control of Teco. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

14. ASSIGNMENT AND SUBCONTRACTING

Teco shall be entitled at all times to assign its rights under the contract (in whole or in part) or to subcontract any part of the work or services to be provided under the contract as it deems necessary or desirable.

15. NOTICES

Any notice hereunder shall be deemed to have been given if sent by prepaid first class mail to the party concerned at its last known address. Notice to Teco shall be to their offices at Wellington Road, Portslade, Brighton, BN41 1DN

16. WAIVER

Failure by Teco to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

17. APPLICABLE LAW

Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of England.

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