Acceptance of a purchase order or contract can only be made by TSItouch, Inc (“TSItouch”) at TSItouch’s corporate headquarters located in the Commonwealth of Pennsylvania, U.S.A. Acceptance of products shipped is expressly made conditional on consent to the Terms and Conditions herein stated (the “Terms”). These Terms, together with the attached Order Verification (“Order Verification”) and any information or documents incorporated herein by reference, contain the entire and exclusive agreement (“Agreement”). These Terms supersede any other document, including terms of Customer’s purchase order, unless agreed to in writing and signed by an officer of TSItouch and are the only terms which govern the purchase of the products (“Products”) and services (“Services”) from TSItouch. For purposes hereof, customer shall mean the Customer listed in the attached Order Verification (“Customer”).
Forum All orders shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, U.S.A., without regard to any choice or conflict of law principles that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania. Manufacture, shipment and delivery are subject to any prohibition, restriction, priority allocation regulation, or condition imposed by or on behalf of the United States of America or any other governmental body with appropriate jurisdiction which may prevent or interfere with fulfillment of any order. TSItouch and Customer hereby irrevocably submit to the jurisdiction of the Court of Common Pleas of Fayette County, Pennsylvania in any action or proceeding arising out of or related to any order, and each party hereby irrevocably agrees that all claims in respect to such action or proceeding shall be heard and determined in such District Court.
The following terms apply unless otherwise agreed in writing by TSItouch. (a) Unless specifically stated otherwise, quotations expire 30 days after the date of the quotation. (b) Prices are exclusive of use, sales, value added, excise, and other taxes including duty taxes for international sales. When applicable, such taxes shall appear as a separate item on TSItouch’s invoice. Customer shall pay such taxes unless Customer has provided TSItouch with a resale exemption certificate in the appropriate form for the jurisdiction of Customer’s place of business and any jurisdiction to which Product is to be directly shipped. (c) Prices are exclusive of shipping and handling charges, unless such charges have been specified and included in the quoted price when applicable, such shipping and handling charges shall appear as a separate item on TSItouch’s invoice. Customer shall be responsible for all such charges, costs, and taxes; provided that, Customer shall not be responsible for any taxes imposed on, or with respect to, TSItouch’s income, revenues, gross receipts, personnel or real or personal property or other assets. If no transportation method is provided, TSItouch shall ship by best way freight as determined by TSItouch. (d) Customer shall purchase the Products from TSItouch at the prices set forth in TSItouch’s quotation.
(a) Customer shall pay all invoiced amounts due to TSItouch within 30 days from the date of TSItouch’s invoice and Customer shall make all payments hereunder in US dollars. On all past due invoices, Customer shall be subject to a service charge the lesser of 1.5%, calculated daily and compounded monthly, or the highest rate permissible by applicable law. Payment terms are subject to credit approval by TSItouch. Customer must fill out and return a signed copy of TSItouch’s credit application form before initial credit terms, as determined in TSItouch’s sole exclusive discretion, shall be granted. A $25 handling fee shall be charged on checks returned for insufficient funds. TSItouch reserves the right to change these credit terms at any time when, in TSItouch’s opinion, Customer’s financial condition or previous payment record so warrants. (b) If Customer fails to pay any sum when due TSItouch or fail to perform any other provision of any agreement with TSItouch, TSItouch shall not be obligated to continue performance under any agreement with Customer. (c) Credit card payments will be charged a 4% credit card processing fee. (d) If Customer’s account is turned over for collection, Customer shall pay all collection fees and legal fees incurred, in addition to any unpaid balance due to TSItouch. (e) International Customers must prepay with wire transfer the total order amount prior to shipment. (f) If the shipment date, or delivery schedule listed in the Order Verification changes at no fault to TSItouch, TSItouch shall have the option to invoice based on the originally scheduled delivery dates. (g) Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with TSItouch, whether relating to TSItouch’s breach, bankruptcy or otherwise.
TSItouch shall make every responsible effort to meet delivery dates quoted or acknowledged but shall not be liable for failure to meet such dates or loss or damage during transit. Delivery is subject to TSItouch Product availability at the time Customer’s order is received.
TSItouch shall not be liable for delays in performance or for non-performance due to unforeseen circumstances or beyond its reasonable control.
Risk of Loss and Packing. (a) Unless otherwise specified shipping terms are FCA shipping point. (b) Shipping costs shall be calculated from the TSItouch facility and thereafter, to the receiving dock of Customer. (c) TSItouch shall pack for shipment and storage and shall ship in accordance with standard commercial practice. Customer may specify packing or shipping instructions subject to agreement by TSItouch. Any additional charges for shipments moving under Customer’s instructions shall be freight prepaid and added to TSItouch’s invoice. (d) Title to Products and risk of loss and damage shall pass to Customer when the Product leaves TSItouch’s shipping dock. (e) If Customer drop ships equipment to TSItouch’s facility, Customer shall be responsible for risk of loss and damage.