TERMS AND CONDITIONS
The term ‘Technica’, ‘Technica USA’, ‘us’ or ‘we’ refers to the owner of the website whose registered office is 2431 Zanker Road, San Jose, CA USA. The term ‘you’ refers to the user or viewer of our website.
- The content of the pages of this website is for your general information and use only. It is subject to change without notice.
- Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
- Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
- This website contains material which is owned by or licensed to us. This material includes, but is not limited to - the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
- All trade marks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
- Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offense.
- From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
Your use of this website and any dispute arising out of such use of the website is subject to the laws of the United States.
The information contained in this website is for general information purposes only. The information is provided by Technica and while we endeavor to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.
Through this website you are able to link to other websites which are not under the control of Technica. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
Every effort is made to keep the website up and running smoothly. However, Technica takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.
By paying with a credit card or executing a Purchase Order, Technica USA (“Company” or “we”) and Buyer (also referred to as “you”) agree that all credit card and/or Purchase Orders are subject to the terms and conditions (“T & C”) set forth below. These T & C supersede any other terms and conditions and/or all prior representations between Company and Buyer.
Purchase Order Acknowledgement
The placement of a Purchase Order for the shipment of goods (also referred to as “Products”) or performance of services (also referred to as “Services”) constitutes acceptance by you of the T & C set forth below and on the face of this quotation or invoice. Any shipment of Products or performance of Services by Company shall be deemed to be only on the T & C contained herein, except to the extent that an authorized representative of Company may otherwise expressly consent to in writing. The receipt of an e-mail order confirmation is simply a recognition that we have received your requested order. Company reserves the right to limit the quantity of any item sold, or prohibit a sale altogether. A $25 surcharge will be applied for all orders under $100 in value not including shipping. Purchase Orders may not be assigned by Buyer unless Buyer has obtained the prior written consent of Company. Company cannot be responsible for photographic differences in size, shape and color of the Products. Unless otherwise specifically incorporated in writing, Company’s price lists, catalogues, brochures or other advertising material are not part of any contract between Company and Buyer.
Prices shall be as specified by Company and shall be applicable for a period specified in Company’s quote. If no period is specified, prices shall be applicable for thirty (30) days. Notwithstanding the foregoing, prices are subject to increase should Company experience an increase in its costs or other circumstances beyond Company’s control. Any quotation or estimate given by Company is an invitation to do business, and does not constitute an offer by Company. For Products qualifying for immediate delivery: (1) Products will be sold at the price included in Company’s current price list at the date of acceptance; (2) Company reserves the right to charge additionally for Products not appearing in the Company’s standard price list; and (3) Prices so stated apply only to the quantity of each item on each order for delivery to any one place at any one time.
For Products other than for immediate delivery: (1) Any price quoted by Company is provisional only; and (2) Company reserves the right to change such price by written notice based on any increase in cost of material, labor, overhead, packing, freight, import or other duties, and/or currency devaluation taking effect prior to delivery of the order, or any portion thereof.
Sales and Local Taxes
Prices are exclusive of taxes, impositions and other changes, including sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and brokers’ fees, consular fees, document fees, and import duties. If Company is responsible for or is obligated to pay any of the foregoing fees, you agree to reimburse Company for such fees. Specifically, upon acceptance of a Purchase Order, you are solely responsible for payment of all state and local taxes to Company, unless the Purchase Order is proven to be exempt by means of one of the following certificates provided to us by you:
- tax-exempt certificate
- resale certificate
- direct payment certificate
- manufacturing exemption certificate
- export permit certificate
These certificates must be provided for the state where the goods or services are delivered and provided to Company with the Purchase Order.
Terms of Payment
Payment shall be net thirty (30) days from date of invoice. You agree to pay the entire net amount of each invoice from Company pursuant to the terms of each such invoice without offset or deduction. Orders are subject to credit approval by Company. Company may, in its sole discretion and at any time, change the terms of your credit. Company may also require that you pay any or all amounts for your order or that you provide satisfactory security for such payment before shipment of the Products. You also agree to submit such financial information from time to time as may be requested from Company for the establishment and/or continuation of credit terms. If Company believes that your ability to make payments may be impaired or if you fail to pay any invoice when due, Company may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof, and you shall remain liable to pay for any Products already shipped and all non-standard Products ordered by you. Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from you may be applied by Company against any obligation owing from you to Company, regardless of any statement appearing on or referring to such check, without discharging your liability for any additional amounts owed to Company, and the acceptance by Company of such check shall not constitute a waiver of Company’s right to pursue the collection of any remaining balance. You are obligated to pay interest on any invoice not paid when due from the due date to the date of payment at the rate of one and one-half percent (1-1/2%) per month or such lower rate as may be the maximum rate allowable by law. If you fail to make payment when due, Company may pursue any legal or equitable remedies, in which event Company shall be entitled to reimbursement for costs of collection and attorneys’ fees.
Delivery and Title
For consumables and supplies
All shipments by Company are F.O.B. point of origin and Buyer shall pay all transportation charges in addition to the price of the Products. Subject to Company’s right of stoppage in transit, delivery of the Products to the carrier shall constitute delivery to you and title, possession and risk of loss shall thereupon pass to you. Company shall make selection of the carrier and delivery route unless specified by you. You acknowledge that delivery dates provided by Company are estimates only and that Company is not liable for failure to deliver on such dates. Company reserves the right to make deliveries in installments. Delivery of a quantity which varies from the quantity specified shall not relieve you from the obligation to accept delivery and pay for the Products delivered. Company reserves the right to deliver all quantities of Products ordered plus or minus ten percent (10%) where the order is specifically manufactured for Buyer. Delay in the delivery of one installment shall not entitle you to cancel other installments. Deliveries may be wholly or partially suspended, and the time of such suspension added to the original delivery date in the event of a work stoppage, delay or interruption of work as a result of strikes, lockouts, trade disputes, breakdown, accident or any cause whatsoever beyond our control. In the event of such an occurrence, Company is entitled to make partial delivery only, and/or to terminate the remaining order without prejudice in any such case to rights accrued in respect of deliveries already made.
For equipment and accessories
Title to the Equipment and Accessories shall remain with Company until each and every claim against the Buyer to which the Company is entitled under this business relationship has been duly satisfied. Upon entering into the Contract, the Buyer authorizes the Company to enter or notify reservation of title in the required form in public registers, books or similar records, all in accordance with relevant national laws, and to fulfill all corresponding formalities, at Buyer’s costs.
For the duration of the retention of title, the Buyer shall be prohibited from giving the Equipment and/or Accessories in pledge or as security so that the property is transferred to the Buyer’s customer only after fulfillment of his obligation to pay.
In case of seizure of the Equipment and/or Accessories or similar acts or interventions by third parties which may result in the Company loosing title to the Equipment and/or Accessories, the Buyer shall inform the Company immediately thereof in writing.
In cases of fundamental non-performance of contractual obligations by the Buyer, especially a delay in payment, the Company shall be entitled to take back the Equipment and/or Accessories. The Buyer shall be obliged to return the Equipment and/or Accessories. The taking back, the assertion of the retention of title or the seizure of the Equipment and/or Accessories by the Company shall not mean termination of the Contract and restitution, unless expressly stated by the Company.
The Company reserves the right to process a UCC filing for all Equipment and/or Accessories and to retain said UCC filing until each and every claim against the Buyer to which the Company is entitled under this business relationship has been duly satisfied.
You may postpone delivery of Products for a period not to exceed 14 days.
Acceptance of Products and Product Return
Under no circumstances shall any Products be returned to Company nor orders cancelled nor deliveries suspended by Buyer without Company’s prior written consent. Such consent will be granted at the sole discretion of Company, and on terms which will indemnify Company for any and all loss. Returned Products must be in original manufacturer’s shipping cartons complete with all packing materials. All Products for return shall be returned freight prepaid in the manner specified by Company. If Products are claimed to be defective, a complete description of the nature of the defect must be provided to Company immediately upon receipt of Products. Claims for shortage or for Products damaged during shipment must be filed with the freight carrier by you immediately upon receipt of the Products. If you return Products for whatever reason without Company’s prior written consent, Products shall be returned to you, freight collect. No deductions from invoices for claims against the carrier will be allowed.
Company shall not be liable for any loss of damage due to causes beyond its control, including, but not limited to acts of God, natural disasters, act or omissions of other parties, changes in law, material shortages, fire, strikes, acts of terrorism, prohibitions or enactments of any kind, import/ export regulations, breakdown of machinery, delays in transportation or difficulty to obtain labor or materials. Should any such event occur, Company’s time for performance of any such obligation shall be extended for the time period of such delay or Company may, at its option, cancel any order or remaining part thereof without liability for any loss or damage.
Unless an order has been specially manufactured, in which case the order may not be cancelled, you may cancel orders for Products upon payment of a percentage of the dollar value of the order in accordance with the following schedule:
- 40% 0-30 calendar days prior to scheduled delivery date
- 20% 31-60 calendar days prior to scheduled delivery date
- 10% more than 60 calendar days prior to scheduled delivery date
WARRANTY AND DISCLAIMER
COMPANY HEREBY ASSIGNS TO BUYER ANY WARRANTY THAT THE MANUFACTURER OF THE PRODUCTS HAS EXTENDED TO COMPANY WITH RESPECT TO THE PRODUCTS AND WITH RESPECT TO APPLICATIONS OF A PRODUCT. HOWEVER, COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND WITH RESPECT TO APPLICATIONS OF A PRODUCT. IN PARTICULAR, COMPANY MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. IN NO EVENT SHALL COMPANY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND ARISlNG OUT OF OR RELATING TO THE PRODUCTS OR SERVICES OR BOTH. THE TOTAL LIABILITY OF COMPANY ON ANY CLAIM SHALL NOT IN ANY EVENT EXCEED THE PRICE PAID TO COMPANY FOR THE PRODUCTS OR SERVICES THAT ARE THE SUBJECT OF SUCH CLAIM. BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY PRODUCTS OR SERVICES DELIVERED HEREUNDER.
Buyer shall indemnify Company and its directors, agents, servants, sub-contractors or employees against any and all claims, liability, loss, damage, costs and expenses, including but not limited to duties, taxes, and outlays of any nature, arising out of or relating to the Products and Services. Buyer expressly recognizes that any modifications or alterations of the Products or integration or incorporation of the Products with other products to form a new product is entirely at Buyer’s own risk. Company shall not be liable for any personal injury, damage to property or infringement of intellectual property, and Buyer shall indemnify Company against any and all losses, liabilities, damages, claims, actions, costs, and expenses (including legal costs on a full indemnity basis) which may be incurred by Company, as a result of any storage, use, supply, sale or handling of the new product by Buyer and any third party, Buyer undertakes that no claim shall be made against any director, agent, servant or employee of the Company, which imposes or attempts to impose upon them any liability in connection with any Products and Services.
Company shall have the right to terminate this agreement if Buyer: (a) Defaults in or commits a breach of an order, or of any other obligations to Company; (b) Fails to take delivery of Products under this agreement; (c) Allows any distress or execution to be levied upon Buyer’s property or assets; (d) Makes or offers to make any arrangement or composition with creditors; or (e) Commits any act of bankruptcy, including the institution of any proceeding by or against Buyer in bankruptcy or insolvency, or the appointment of a receiver or trustee or an assignment for the benefit of creditors of Buyer. Upon written notice of such determination being posted to Buyer’s last known address, any agreements will be deemed to have been terminated without prejudice to any claim or right Company may otherwise make or exercise.
These T & C constitute the entire agreement between Buyer and Company and there are no understandings, representations or warranties of any kind, express or implied, not expressly set forth herein, No modification of these T & C shall be of any force or effect unless such modification is in writing and signed by both Company and you. No modification shall be effected by the acknowledgement or acceptance of purchase order forms provided by you containing terms or conditions varying from those set forth herein.
This Agreement is made subject to Company being able to purchase direct materials from its suppliers and/or manufacturers and Company having the necessary personnel to perform such Services. Company shall not be liable with respect to any delay in production, shipment or delivery of Products or performance of Services arising from or relating to any circumstances whatsoever beyond the control of Company, whether before or after acceptance by the suppliers and/or manufacturers, nor for any loss thereby suffered.
Company’s waiver of any breach, or failure to enforce any of the T & C set forth herein at any time shall not in any way affect, limit or waive Company’s right thereafter to enforce and compel strict compliance with every term and condition hereof. The acceptance by Company of any payment after the specified due date shall not constitute a waiver of your obligation to make further payments on the specified dates.
These T & C are governed by and construed in accordance with the laws of the State of California. Any action brought to enforce these T & C or matters related thereto may be brought only in state or federal courts in California; provided, however, that Company shall have the right to institute judicial proceedings in any jurisdiction against you or anyone acting by, through or under you, in order to enforce Company’s rights hereunder. Unless any claim or cause of action you have with respect to Products and/or Services provided by Company to you is commenced within one (1) year after the date of the event giving rise to the claim, Company will be discharged of all liability whatsoever howsoever arising. The Vienna Convention for the International Sale of Goods is expressly excluded.
If any provision of these T & C is deemed void, unlawful, or otherwise unenforceable, that provision will be severed and the remaining provisions of the T & C will remain in force.