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Thompson Equipment Company's Standard Terms & Conditions of Sale

1. The Standard Terms and Conditions of Sale shall constitute the entire agreement between Thompson Equipment Company, Inc. (TECO) and the BUYER. NONE OF THE PROVISIONS, TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT MAY BE ADDED TO , MODIFIED, SUPERSEDED OR OTHERWISE ALTERED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY TECO’s AUTHORIZED REPRESENTATIVE, AND EACH SHIPMENT TO BUYER SHALL BE DEEMED TO BE ONLY UPON THE TERMS AND CONDITIONS CONTAINED HEREIN REGARDLESS OF ANY CONTRARY OR ADDITIONAL PROVISIONS CONTAINED IN ANY PURCHASE ORDER, INVOICE OR OTHER FORM OR BUYER.
2. The acceptance of TECO’s Proposal by BUYER shall be evidenced by the issuance of BUYER’s Purchase Order to TECO. Acceptance of the order is subject to TECO’s review and approval of BUYER’s credit status.
3. BUYER shall be responsible for the payment of all taxes, fees or duties, and if paid by TECO, BUYER shall reimburse TECO for same.
4. All shipments will be F.O.B. shipping point. TECO will box or crate any products as required by domestic carriers.
Delivery dates quoted by TECO are estimated and shall not be construed as falling within the meaning of “time is of the essence.” TECO shall not be liable for failure to deliver products when presented by any cause beyond its control, provided TECO shall immediately notify the BUYER of the cause for such nonperformance and the anticipated extent of the delay.
5. Payment terms are net 15 days except as otherwise explicitly stated. Overdue amounts are subject to service and carrying charges of 1.5% per month (18% per year) plus expenses for collection and attorney's fees.
6. The order may be cancelled only with the written agreement of TECO. In such event, TECO will be paid all out-of-pocket costs, demonstrated related charges and a profit thereon for any partially completed work of materials acquired for the order. This order may be assigned only with the written consent of the other party.
7. For a period of one year from date of shipment, TECO warrants all equipment and parts manufactured by TECO to be free from defects in material and workmanship, and will replace or repair at no charge, fob TECO’s repair facility any such equipment or component or part thereof which, upon examination by TECO, proves to be defective. The effects of erosion, corrosion and normal wear and tear are expressly excluded from warranty. Failure to properly maintain the equipment or repair by other than TECO authorized personnel shall void all warranties. This warranty is exclusive an d TECO makes no other warranty, either express or implied, including warranties of merchantability or fitness for a particular purpose. Other manufacturers equipment sold by TECO will be warranted by the original manufacturer. In no event shall TECO be liable for any incidental, indirect special or consequential damages or loses of any kind sustained directly or indirectly as a result of a defect in any equipment, material or installation, and in no event shall the liability of TECO exceed the purchase price of the equipment.
8. TECO warrants that equipment manufactured by TECO, in the form delivered to BUYER, are free from any valid claim for patent infringement. That any labels or trademarks affixed thereto by or on behalf of TECO are free from any valid claim for copyright or trademark infringement and agrees to hold harmless indemnify BUYER against such infringement liability based upon BUYER’s possession, provided TECO is allowed to participate in the defense of the suit. Further, BUYER agrees to hold TECO harmless from any liability for patent infringement by reason of manufacture to BUYER’s design or by reason of incorporation of BUYER’s equipment into a more comprehensive assembly by TECO, provided that TECO promptly notifies BUYER in writing of any claim.
9. TECO agrees, to the extent that it is within its control, to meet all federal state and local laws in the manufacture and sale of equipment. The laws of the state of Louisiana shall govern this agreement.
10. TECO agrees to indemnify and hold harmless BUYER against liabilities as are imposed on BUYER by law with respect solely to bodily injury and property damage, to the extent such liability results from TECO’s performance under the contract with BUYER. BUYER EXPRESSLY AGREES THAT UNDER NO CIRCUMSTANCES WILL TECO’s LIABILITY EXCEED THE PURCHASE PRICE OF THE PARTICULAR GOOD SOLD. BUYER agrees to defend, indemnify and hold harmless TECO, its agents, employees, officers and attorneys against any and all losses, costs, damages, expenses, liabilities or claims arising out of or resulting from any injury or damage to any person or property caused by the negligence of carelessness of BUYER, its agents, servants, officers and employees, as well as those losses, costs, damages, expenses, liabilities or claims caused by the inadequacy of safety procedures, devices, characteristics of installation, use or misuse, application or misapplication of TECO’s products.
11. Each provision of this agreement shall be deemed severable and in the event that any part is held unenforceable in any action or legal proceeding, the balance of this agreement shall be considered separate, distinct and enforceable.