Agreement: The following terms and conditions shall constitute the entire Agreement by the Seller, TCW Equipment, The Compleat Winemaker, LLC, and TCW Equipment & Systems, hereinafter referred to as TCW for the sale of the products offered by TCW to its Customers hereinafter referred to as Purchaser. Any terms and conditions contained in the Purchaser’s purchase order that are different from, in addition to, or vary from TCW’s conditions shall not be binding, and are hereby excluded.
Order Placement: It is the responsibility of the Purchaser to insure that the equipment is suitable for the intended use and to insure that it is installed correctly. Orders from Purchasers are subject to acceptance in writing by TCW via a Sales Order or Invoice at its Santa Rosa, CA office. Any and all verbal orders are placed with TCW at the Purchaser’s risk and all aspects of verbal orders, without exception will be as defined by TCW in TCW’s specifications, Sales Orders, Invoices or any other TCW documents relating to the verbal order. Acceptance of TCW’s Sales Order or Quotation either verbally or in writing constitutes a contract, which has no right of cancellation except by written approval of TCW. In the event that a cancellation is accepted, TCW reserves the right to charge a reasonable cancellation fee up to 100% of the order for exclusive and special items that cannot be sold to other customers. Quotations are valid for the period defined in the quotation and materials quoted may be subject to prior sale. Quotations are based on current conditions and prices and conditions may vary at the time of actual sale according to changes in the cost of components, labor, foreign exchange, customs duty, freight rates or any other fees and costs.
Warranty: TCW warrants products that it manufactures against defects in material and workmanship for one year from the date of shipment. Cost of repairs or replacement due to damage caused by misuse or neglect are the responsibility of the Purchaser. TCW will pass through the warranty of distributed, non-TCW manufactured, products and these warranties will vary according to the original manufacturer’s warranty. In all cases, for manufactured or distributed, TCW’s warranty will be limited to (at TCW’s option) refund of TCW’s price, or repair or replacement of the product or part proven to be materially defective when used for the purpose for which it was intended. It is the responsibility of the Purchaser to ensure that the equipment is suitable for the intended use and correctly installed. TCW shall be liable for no other warranties, oral, written, express or implied. TCW’s warranty obligations and remedies hereunder are solely and exclusively as stated herein. In no event shall TCW be liable to customers for either incidental or consequential damages or for personal injury or property damages resulting from use of products sold. The undertaking of repairs or replacements by Purchaser or its agents without TCW’s written consent shall relieve TCW of the responsibility herewith.
FORCE MAJEURE: TCW shall endeavor to ship products as specified in any TCW Sales Order, but TCW shall not be considered in default of its obligations hereunder if such performance is presented or delayed because of unavailability of materials, equipment, labor or technical personnel, war, labor strikes, riots, hostilities, fires, accidents, shutdowns of its manufacturing plants or plants supplying it, embargos or inability to secure transportation; or because any law, order, proclamation, regulation or ordinance, of any government; or because of acts of God or for any other cause beyond the reasonable control of TCW.
DELIVERY & TRANSPORT: Delivery terms will be FOB, Santa Rosa, CA, the Manufacturer’s plant, or any other point as defined in any TCW Sales Order or Quotation at the time of order. All standard stock products will be FOB Santa Rosa unless they are drop shipped to Purchaser, in which case drop shipment freight and handling will be added to TCW’s final invoice. TCW will in all cases make best efforts to ship products in a timely way and per the Purchaser’s requests. TCW, however, will not be responsible for any indemnification as a result of goods not arriving on time or in good condition. Delay in delivery does not give the Purchaser the right to cancel the order or to claim indemnification as a result of the delay. TCW and its supplier are responsible for the reasonably required packing and protection, depending upon the method of transportation, of items that are shipped. Unless otherwise specified in writing by TCW the purchaser is responsible for all aspects of transportation of the goods shipped to Purchaser. TCW will arrange shipping, using its best efforts, but all aspects of transport including any transport insurance, if required, is the responsibility of Purchaser. It is the responsibility of the Purchaser to inspect goods on arrival and to notify and to report any damage or shortages and to make any claims to the shipper. No responsibility is accepted by TCW for loss or damage to customer’s goods in transit to or from its premises, or for goods left in its possession. It is the purchaser’s responsibility to ensure that all goods are covered by adequate insurance. Unless stated otherwise in writing by TCW, packaging, handling, crating and any delivery costs are not included in any prices or quotations.
PRICES, SPECIFICATIONS & DESIGNS: Prices specifications and designs are subject to change without notice at any time. Pictures and diagrams in catalogs and brochures are general and generic and are not meant to be the basis of a TCW specification. Any concept, design or system, or part thereof, including any item or service associated with TCW is subject to copyright by TCW and it’s suppliers. No information or specifications of TCW products, prices or designs may be divulged to third parties without TCW’s written permission. In the case of divulgence of unauthorized information or specifications TCW reserves the right to seek indemnification for any and all damages as a result of this breach of contract.
Limitation of liability: No claims made by the Purchaser whether as to goods delivered or for non-delivery of goods shall be greater than the purchase price of the goods. Under no circumstances shall TCW be liable for consequential damages.
Taxes & Duties: All applicable federal, state or local sales, use or excise tax, or customs duties are the responsibility of the Purchaser, and are in addition to prices printed or stated. TCW shall have the right to invoice separately any such tax or duty as may be imposed at a later date. Applicable tax exemption certificates must accompany any order to which it applies.
Return of goods: TCW will not accept return of any product unless a Returned Goods Authorization (RGA) number has first been obtained from TCW in which case, credit will be issued after inspection and fulfillment of the following criteria: All goods must be returned prepaid freight and in original conditions suitable for sale, if not, credit will not be issued and goods will be returned to Purchaser at Purchaser’s expense. With an RGA number TCW, at its discretion, may accept standard and stock TCW goods for return for credit, in which case a re-stocking and handling charge of 20% of the before tax value of the returned goods will be deducted from the credit for the returned goods. Because of their unique design and non-universal application and value, non-stock and non-standard goods, as defined by TCW, will only be accepted for return and credit at the discretion of TCW and in the dollar and quantity amount defined by TCW. Transportation charges, packaging, crating and handling on all returned goods are to be paid by Purchaser in all cases.
CANCELLATION: A purchase order or any part thereof, which is accepted TCW, may not be cancelled unless, and until TCW has deemed what action is necessary and advisable to minimize cost and damages resulting from said cancellation. At a minimum, orders for stock non-customized goods that have already been shipped are subject to a 20% handling and re-stocking charge. Non-stock and special order items will be at a charge up to 100% of the order depending on the resale value of the item.
TERMS OF PAYMENT: Terms of payment will be as defined in TCW’s Sales Order or Quotation. Terms of Net 30 days after shipment will be extended with TCW credit approval and up to the amount of credit approved by TCW. TCW reserves the right to defer shipment until receipt of cash, if, in TCW’s judgment, the Purchaser’s financial condition becomes unsatisfactory. A service charge of 2% per month will be charged on all accounts that exceed 30 days from date of invoice. TCW reserves the right to alter payment terms at any time. Full ownership of the product or services specified, will only pass when payment is received in full. If required for delinquent accounts, any and all debt collection costs, including attorney’s fees, will be added to the amounts due.
PARTIAL INVALIDITY: If any provision of this agreement is or becomes unenforceable or invalid at any time under law, rule or regulation, no other provision of this Agreement shall be affected thereby and all remaining provisions of this Agreement shall continue in force as if such unenforceable or invalid provisions did not exist. GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the State of California.
ARBITRATION: All disputes between the Purchaser and TCW in relation with this Agreement shall be settled through negotiation. In the event where no settlement can be reached through negotiation, the dispute shall be submitted for Arbitration. The Arbitration shall take place in Santa Rosa, California USA. The decision of the Arbitration shall be accepted final and binding upon both parties. Arbitration expenses shall be borne by the losing party. The American Arbitration Association pursuant to its rules and procedures shall conduct arbitration unless otherwise agreed upon by the parties.