Reliable excellence in surfacing materials

General Terms and Conditions

All orders accepted by Tyflong International, Inc. ("Tyflong") are subject to and shipped strictly in accordance with the general terms and conditions listed herein. These general terms and conditions may not be altered or amended in any way. No additional or different terms or conditions stated or incorporated by buyer shall be enforceable against Tyflong, unless specifically agreed to in writing by an authorized representative of Tyflong.

 

1. Limitation of Liability and Indemnification.

Purchaser assumes all risk and liability for loss, damage or injury to persons or to property of Purchaser or others arising out of (a) the transport, storage or use of Products or Software, including infringement of any third-party intellectual property rights resulting from Purchaser’s specific use of Products or Software and (b) any provision or use of Services. If Seller's performance of its obligations is prevented or delayed by any act or omission of Purchaser, its agents or subcontractors, Seller shall not be deemed in breach of its obligations or otherwise liable for any costs, charges, or losses sustained or incurred by Purchaser or others, in each case, to the extent arising directly or indirectly from such prevention or delay.

 

Purchaser shall indemnify and hold Seller, its affiliates, and their respective agents, employees, and representatives, harmless from and against all claims, damages, losses, costs and expenses (including attorney’s fees) (a) arising from or in connection with the transport, storage, sale or use of Products, (b) resulting from Purchaser’s breach of the Agreement, and/or (c) arising from the negligence, recklessness or misconduct of Purchaser, its affiliates, or their respective agents, employees, partners or subcontractors.

 

Except as otherwise expressly provided herein, Seller shall not indemnify nor be liable to Purchaser or any person or entity for any claim, damage or loss arising out of the Products, including the sale, transport, storage, failure, use or distribution thereof, the provision of Services, or the license of Software regardless of the theory of liability, including but not limited to warranty, negligence or strict liability. In addition, Seller shall not be liable for incidental, consequential, indirect, exemplary or special damages of any kind, including, without limitation, liability for loss of use, loss of work in progress, loss of revenue or profits, cost of substitute equipment, facilities or services, downtime costs, or any liability of Purchaser to a third party. The total liability of Seller hereunder shall not exceed the purchase price of Products or Services, or the license fee of Software involved. Without limiting the provisions regarding and limiting warranty claims hereunder, all claims must be brought within one (6) months of delivery of Products or Software or performance of Services, regardless of their nature.

 

Neither party will be in default of any obligation under this Agreement to the extent performance is prevented or delayed by a Force Majeure Event. A “Force Majeure Event” shall include any occurrence beyond the reasonable control of a party, including without limitation: act of nature (e.g., flood, earthquake or storm); war or terrorism; civil commotion or riot; epidemic or pandemic (e.g., COVID-19); destruction of facilities or materials; fire or explosion; labor disturbance or strike; laws, regulations, directives or orders of any government, regulatory or judicial authority; embargo, shortage of raw materials or labor; equipment failure; or failure of public utilities or common carriers.

 

The party declaring a Force Majeure Event will notify the other party in writing, explaining the nature thereof, and will also notify the other party of the cessation of any such event. A party declaring a Force Majeure Event will use commercially reasonable efforts to remedy, remove, or mitigate such event and the effects thereof. Upon cessation of the Force Majeure Event, performance of any suspended obligation or duty will promptly recommence.

 

2. Applicability

These terms and conditions of sale (these "Terms"), any Sales Documents accompanying or referencing these Terms, and Supplemental Terms, if any, comprise the entire agreement (the “Agreement”) between Tyflong International, Inc. or an affiliate thereof ("Seller") and the purchaser (“Purchaser”) with respect to the purchase and sale of products (“Products”) and services ("Services") indicated on Sales Documents. “Sales Documents” means any document, print or digital, provided by Seller in the purchase and sale process, including but not limited to quotations, invoices, documents confirming, acknowledging or accepting an order (“Order Confirmation”) and shipping documents. If the parties have signed a contract applicable to the sale of certain Products and/or Services, the terms of such contract shall prevail to the extent they are inconsistent with these Terms.

 

These Terms prevail over any Purchaser’s terms regardless of when such terms are provided. Fulfillment of Purchaser's order does not constitute acceptance of any of Purchaser's terms and does not serve to modify or amend these Terms.

 

The Agreement between Seller and Purchaser is created when Seller confirms, acknowledges or begins to fulfill Purchaser’s order. Purchaser may not modify or cancel the Agreement without Seller’s express written consent. Modification or cancellation may require payment by Purchaser of certain costs incurred by Seller.

 

3. Shipping

Tyflong will ship all materials ordered according to buyer's written instructions. Tyflong reserves the right to alter any of buyer's shipping instructions for hazardous materials covered by the United States Department of Transportation. Shipments shall be made F.O.B. shipping point. All title and risk of loss shall be borne by buyer from time of Tyflong's delivery of materials to common carrier at the shipping point.

 

In the absence of shipping instructions, material will be shipped by whatever method Tyflong deems appropriate. All scheduled shipment dates are approximate and subject to delay caused by fire, strike, or other labor disturbances, Act of God, shortages of material, or failure of supplier to satisfactorily meet scheduled deliveries or any other factor or event beyond Tyflong's reasonable controls, none of which factors shall give rise to any liability on the part of Tyflong, but shall constitute a waiver of any claim for delay. In no event shall Tyflong be liable for consequential or other damages for any delay. The materials are the sole risk of Buyer after delivery by Tyflong to common carrier. All risk for shortage, loss, delay or damage in transit shall be borne by Buyer.

 

Under certain circumstances partial shipments may be made.

 

4. Payment

The payment due date shall be specified in writing in Tyflong's price quotation and invoice. Unless otherwise agreed upon, payment shall be due net thirty (30) days after the invoice due date. Any invoice remaining unpaid after the payment due date accrues late charges until paid at the rate of 5% per month or at the highest interest rate allowed by law.

 

Buyer shall reimburse Tyflong, upon demand, for any fees and costs of collection incurred by Tyflong, including reasonable attorneys' fees. If buyer becomes insolvent, or is unable to pay its debts as they come due, or files or has filed against it a bankruptcy, insolvency, or if Tyflong in good faith doubts the ability of buyer to pay, Tyflong may demand cash payment or other form of guarantee of payment in advance before shipment of materials is made.

 

Any manufacturer's, retailer's, occupation, use, sales or excise tax, duty, custom, inspection or testing fee or any other tax, fee or charge of any nature imposed by any governmental authority on or measured by any transaction between Tyflong and buyer shall be paid by buyer in addition to the contract price as quoted or invoiced, unless Tyflong specifically states in writing that such taxes, fees or charges are included in the contract price or unless at the time the order is submitted, the buyer provides Tyflong an acceptable certificate exempting Tyflong from any such taxes, fee or charge. Buyer shall reimburse Tyflong for all non-exempt taxes, fees or charges upon demand.

 

5. Materials Safety Date Sheet (MSDS)

In compliance with OSHA, Tyflong shall provide a materials safety data sheet (MSDS) for all materials shipped. The MSDS is prepared by manufacturer's technical staff based on the best of their knowledge and information. As such, the MSDS is offered solely for buyer's information, consideration and investigation. Tyflong provides no warranties, either express or implied with respect to its MSDS. Tyflong assumes no responsibility for the accuracy or completeness of the data contained in any MSDS.

 

6. Technical Advice

Any technical advice provided by Tyflong concerning the use of its materials is given without charge. Tyflong disclaims any warranties, either express or implied and disclaims all liability for such advice.

 

7. Hazards.

When materials have been classified as hazardous, the materials shall be handled only by qualified and trained individuals. In purchasing materials from Tyflong, buyer acknowledges and agrees that there are hazards associated with the use of the materials. Buyer represents and warrants to Tyflong that buyer, based on its own independent review and study is fully aware of and knowledgeable about the following:

 

(a) the heath and safety hazards associated with the handling of the materials purchased;

(b) industrial hygiene controls necessary to protect its workers from such health and safety hazards;

(c) the need to adequately warn of health and safety hazards associated with the materials; and

(d) government regulations regarding the use of and exposure to such materials.

 

8. Patents and Uses.

The offering of any materials does not constitute nor imply the use or infringement of any pending or issued patent.

RETURNS

TERMS-CONDITIONS OF SALE

All returns should be made within 60 days after receipt of the order and are subject to a 20% restocking charge.

 

Material may not be returned for credit without a Return Authorization Code. All returned merchandise must have the original invoice number.

Tyflong International Inc.

Phone: 1 530 746 3001 Fax: 1 530 231 2887

Copyright (c) 2023 Tyflong Inernational Inc.