Tyrolit North America Inc.
296 Serenity Hill Circle
27516 Chapel Hill
Phone: +1 800239 2902
Fax: +1 630898 0245
(a) Prices are subject to change without notice. TYROLIT LLC (herein to TYROLIT) grinding wheel invoices will be based on price at time of order provided we can ship "when ready".
(b) TYROLIT products are priced on a quantity basis. The quantity ordered or quoted for pricing purposes is the number of units of a single size and specification order for delivery at one time to a single destination.
(c) Are subject to an increase equal in amount to any tax we may be required to collect or pay upon the sale of the product quoted and any tax on us measured in whole or in part by the amount of such sale. If not included in the invoice for the product, such amount may be invoiced later.
Shipments will be computed from the date we receive your order at our home office or, in the case of special items, from the date we receive complete information necessary to proceed with design and manufacture, and is
(a) Subject to filling prior orders and to confirmation by the factory at the time of placing order.
(b) Subject to unavoidable delays caused by strikes, accidents, shortages or other causes beyond our control, including any priority system established by the United States Government or any of its agents. (Any applicable priority rating must be indicated on each order)
(c) Notification will be given in the event we would be unable to partially fulfill an order within 15 working days of the original ship date for any reason.
(a) We will grant credit on any TYROLIT Product which proves defective in material, or workmanship as determined by us subject to the following conditions:
(1) All material is subject to our inspection prior to issuing credit.
(2) Any refund will be adjusted based on the amount of customer use.
(3) No credit will be granted for TYROLIT Products over one (1) year old as determined by our invoice date.
(4) No credit will be granted for TYROLIT Products that meet quality standards as determined by the laboratory.
(a) The terms of this warranty do not in any way extend to any product or part thereof covered by this agreement which has a life, under normal usage, inherently shorter than the one (1) year period indicated above.
(b) The conditions of actual production in each end user s plant vary considerably. Therefore, descriptions of the production or performance capabilities of any product are estimates only and are not warranted.
(c) Except as set forth expressly in writing herein, there are no other warranties express or implied in respect of any product or part. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.
Descriptions, specifications, drawings and other particulars however issued by us or on our behalf are not warranted and we will not be bound thereby, unless expressly set forth as a term of the accepted order.
Buyer agrees that our liability and Buyer s sole and exclusive remedy pursuant to any claim of any kind, including but not limited to a claim in contract, negligence, or strict liability, against us or any of our affiliates, shall be
(a) The repair or replacement at our option of defective products or parts thereof or
(b) a refund of the price allocable to the defective product or part thereof if we are unable to effectively repair, replace, or correct such defect in a reasonable time after using our best efforts. Claims of any kind include but are not limited to those for any loss or damage arising out of, connected with, or resulting from this Agreement or from the performance or breach of terms hereof, or from the design, manufacture, sale, delivery, resale, installation, inspection, repair, operation or use of any product or part thereof covered by this Agreement.
UNDER NO CIRCUMSTANCES SHALL WE OR ANY AFFILIATE OF OURS HAVE ANY LIABILITY WHATSOEVER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, such as, but not limited to, loss of profit or revenue, loss of use of the product, part thereof; cost of capital; cost of replacement equipment; or claims resulting from contracts between Buyer, its customers and/or suppliers. Unless expressly provided for herein, in no event shall we or any affiliate of ours assume responsibility or liability for
(a) Penalties, penalty clauses or liquidated damages clauses of any description,
(b) Certifications or
(c) Indemnification of Buyer or others for costs, damages or expenses arising out of or related to the product or part thereof.
(a) Cancellation of orders will be accepted without charge, only when requested materials are not in process and are Standard Materials
(b) Cancellation of orders containing customer specific material numbers are subject to a 20% cancellation fee even if cancellation request is made prior to commencement of the production process.
(c) Any orders requested to be cancelled, once production has begun on the identified material(s), are subject to 50% minimum cancellation fee and or,
(d) Customer is responsible for all tooling and materials cost associated with order identified in request of cancellation.
TYROLIT terms are 1% 10 days, net 30 days from date of invoice. Cash discount applies to payment received by the last day of the discount period. No cash discount is allowed on taxes, transportation and sundry charges. All unpaid balances over 30 days are subject to a monthly 1.5% interest rate charge.
Orders are subject to acceptance only at our home office.
Title and risk of loss passes to buyer at Shipping Point.
We shall defend any suit or proceeding brought against the original user and pays all costs and damages awarded against the original user therein provided:
(a) Said suit or proceeding is based upon a claim that the product or part thereof covered by this agreement constitutes an infringement of any claim of any presently existing US Patent, other than a claim covering a process or product thereof,
(b) That this Agreement shall not extend to any such infringement based, directly or indirectly, upon
(i) The manufacture, use or sale of any part of any product covered by this Agreement, if such part is not manufactured by us
(ii) The manufacture, use or sale in combination with products or things not covered by this Agreement, of any product covered by this Agreement or any part thereof;
(c) We are notified promptly and given information and assistance (at our expense) and the authority to defend said suit or proceeding made without our written consent. In case the product or part thereof covered by this agreement is in such suit or proceeding held to constitute such infringement and its use in the US by the original user is enjoined we shall, at our own expense, either:
(a) Procure for the original user the right to continue using said product or part thereof
(b) Replace same with non-infringing product or part thereof,
(c) Modify it so it becomes non-infringing;
(d) Remove said product or part thereof and refund the original user's net book value and transportation costs thereof. The foregoing states our entire liability with respect to US or foreign patent infringement by said product or any part thereof. To the extent that said product or any part there of is supplied according to specifications and designs furnished by you, you agree to indemnify us in the manner and to the extent set forth above insofar as the terms thereof are appropriate.
Increases or Additions to any order already entered are not permitted. Add-on items are treated as separate orders and are subject to prices and freight policy based upon the quantity of the individual order.
(a) $200.00 minimum value per total order for all TYROLIT Products.
(b) $100.00 per line item.
(c) The minimum order quantity for TYROLIT Products must be in accordance with standard package quantities, no broken packages.
We shall not be liable for any delay in performance or nonperformance which is due to war, fire, flood, acts of God, acts of third parties, acts of governmental authority or any agency or commission thereof, accident, breakdown of equipment, differences with employees or similar or dissimilar causes beyond our reasonable control, including but not limited to, those interfering with production, supply or transportation of products, raw materials or components or our ability to obtain, on terms we deem reasonable, material, labor, equipment, or transportation.
This Agreement entirely supersedes any prior oral representations, correspondence, proposal, quotation, or agreement. This writing constitutes the final and total expression of such agreement between the parties, and it is a complete and exclusive statement of the terms of that agreement.
Neither party may assign this Agreement without the consent of the other party.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. IN ADDITION TO THE ABOVE TERMS, THE FOLLOWING TERMS AND CONDITIONS SHALL ALSO APPLY TO THE SALE OF PRODUCTS SPECIFIED.
1. FREIGHT TERMS: All TYROLIT Products will be shipped, F.O.B. Shipping Point with freight services prepaid and charged back as a shipping charge, via our normal transportation method whether destination is Distributor location or the Direct End User location.
(a) Non Standard Carriers - All abrasive shipments shipping via non-standard carrier will be collect shipments an additional service charge will apply to all collect shipments.
2. OVERSHIPMENT / UNDERSHIPMENT: On orders entered, we reserve the right to overship / undership 10% of the order. The exact amount will be shipped on orders for wheels in stock or for Superabrasives.
3. TRIALS ORDER POLICY: Purchase orders must be submitted and full payment is expected on all products for trials or tests. Trail orders will be delivered in standard lead times. Trial or test products proving only partially satisfactory, but usable, will be credited on the basis of value received. If the trial material proves completely unsatisfactory, full credit will be issued.
4. RETURNS: TYROLIT will accept return products of its manufacture only. All returns must be approved by the TYROLIT Customer Service department and accompanied by a Return Material Authorization Number (herein to RMA#), which must be referenced on all paperwork and packages.
Returns must be in original packaging cartons, free from damage. Repackaged and partial packages will not be accepted, except damaged in shipment.
Only returns of current standard stock products will be accepted.
No other items will be accepted. All products over six (6) months old, from date of purchase, are not returnable. All returns are subject to a 20% restocking charge.
Full credit for Standard Stock returns will be issued at the original purchase price less 20% restocking charge. Invoice copy must accompany all returned goods.
All returns must be shipped prepaid. Collect shipments will not be accepted.
5. ALTERATION POLICY: Products returned for alteration must be of a TYROLIT company manufacture only. Products returned for alteration must be returned freight prepaid. All returns of material to be altered must reference a preassigned RMA# (Section 4. RETURNS) describing the alteration to be performed including detailed sketches, must be sent to the appropriate Customer Service Representative. Products will be altered as requested by customers provided that, in our judgment, the alteration(s) will not result in an unsafe product. Service Charges for alteration will be invoiced at $50 per hour with a minimum charge of $80.00 net. Estimated charges for alteration will not be furnished prior to the processing of the alteration, unless absolutely necessary. In such cases, request should be sent in writing to Customer Service for processing. In cases where estimated charges are provided prior to the actual alteration, they are not consider binding on TYROLIT. Products will be reshipped F.O.B. shipping point of shipment, freight collect. In performing this service, the product remains the customer s property. We assume no liability for possible breakage beyond our control. In performing this service, the product remains the customer's property. We assume no liability for possible breakage beyond our control.