Terms & Condition

TTC North America LLC STANDARD TERMS AND CONDITIONS

Please read these terms and conditions carefully. They contain important information concerning the legal rights, warranties and obligations of a customer (“Customer”).  For clarification, the term “Customer” means a business customer and includes, but is not limited to, government, institutional and educational customers, but shall not include a private individual, who is not operating a business.
Except in those instances where TTC NA and a Customer enter into a separate written contract signed by TTC NA’s authorized representative for the purchase of products providing for separate terms of sale, the following terms and conditions will apply. TTC NA expressly objects to and rejects any additional, inconsistent, or conflicting terms and conditions contained in any purchase order or other document provided by Customer. No modification of these Terms of Sale shall be binding upon TTC NA unless made in writing and signed by TTC NA’s authorized representative.
TTC NA reserves the right to revise these Terms and Conditions at any time.
A. SALES POLICY FOR PRODUCTS
1. Wholesale Only.
TTC NA, LLC sells the goods as detailed in the invoice (“Goods”) to the Customer wholesale, for the purpose of resale.
2. Purchase Orders.
Customer shall provide a purchase order to TTC NA for the Goods. TTC NA reserves the right to reject any purchase order, in TTC NA’s sole and absolute discretion, within a reasonable time after delivery to TTC NA, whether or not such order is based on any prior written or verbal TTC NA quotation. TTC NA reserves the right to reject or cancel any orders for goods, parts, or supplies which have been discontinued by TTC NA.
3. Prices.
a. Unless Customer and TTC NA have entered into a written alternative sale agreement, signed by TTC NA’s authorized representative, prices for Goods shall be as quoted by TTC NA or according to TTC NA’s published list price on the date of shipment from TTC NA’s facility. Any discount or rebate shall be calculated based on pricing in effect as of the date of shipment from TTC NA’s facility. All prices, discount, rebates, and quotes are subject to change without prior notice, unless otherwise agreed to in writing signed by TTC NA’s authorized representative. In addition to the price of Goods, Customer will pay TTC NA the amount of any applicable city, state, or national taxes, and any applicable VAT, excise, duty, export, and/or import taxes levied by the various taxing jurisdictions of the United States or any other applicable foreign taxing jurisdiction (each a “Tax”, collectively, the “Taxes”), relating to the Goods or their sale, and any freight stop-over charge, lot loading charge, demurrage charge or the like relating to the transportation or storage of the Goods. Whenever required by a governing authority that TTC NA remit any Tax, such Tax will be added to the invoice as a separate charge payable by the Customer or, if Customer is required to prepay for orders, a good faith estimate of the applicable Taxes shall be prepared by TTC NA and paid by Customer prior to shipment.
b. All sales are final and Customer shall not have the right to return any Goods delivered in accordance with any purchase order for convenience. TTC NA may, however, at its sole option, allow a return of Goods. Any such return shall be at the Customer’s sole risk and expense during transportation and such return shall be effected only upon actual delivery of the Goods, undamaged, in new, saleable condition, to TTC NA or otherwise instructed by it in writing.  No credit, whether by refund of monies paid or by allowance against monies due, shall be given until such actual receipt by TTC NA of return Goods in such undamaged, new, saleable condition.
4. Sales Tax.
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, Customer shall indicate which products are tax exempt.
5. Payment and Credit Terms.
TTC NA accepts checks, Visa, MasterCard, Discover and American Express. For Customers with established TTC NA credit, payment terms are net thirty (30) days from the date of shipment or pick-up of Goods.  All credit extended by TTC NA and the limits of such credit, is at TTC NA’s sole discretion, and may be reduced or revoked by TTC NA at any time, for any reason. As a condition for the continued extension of credit, Customer agrees to provide TTC NA with current credit information and the latest annual financial statement within five (5) business days following request by TTC NA. TTC NA reserves the right to charge a convenience fee for late payments. TTC NA further reserves the right to charge Customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. There shall be no discounts for early payment or cash payment. All payments must be made in U.S. dollars. TTC NA has the right of set-off and deduction for any sums owed by the Customer to TTC NA.
If the Customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with TTC NA’s credit terms, or fails to supply adequate assurance of full performance to TTC NA within a reasonable time after requested by TTC NA (such time as specified in TTC NA’s request), TTC NA may take any of the following actions: (i) defer future shipments of Goods until such payment or compliance is made, (ii) require cash in advance for any further shipments, (iii) demand immediate payment of all amounts then owed, (iv) elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or (v) may, at its option, cancel all or any part of an unshipped order. If Customer fails to comply with these payment terms, TTC NA may, at its sole discretion, and without notice, immediately terminate any agreements it has with Customer. Upon such termination all amounts owed by Customer to TTC NA shall become immediately due and payable.
TTC NA has the right, at any time and in its sole discretion, to immediately change the terms of any credit extended to Customer if: (i) there is a material change in Customer’s financial capability or creditworthiness; (ii) Customer enters into or signs an agreement regarding any Change of Control; or (iii) a trustee, receiver or examiner is appointed for Customer or its affiliates or subsidiaries or Customer’s plan of reorganization is confirmed by a U.S. Bankruptcy Court. “Change of Control” means any (x) sale, lease, or other disposition of all or substantially all of Customer’s assets; (y) transaction or series of related transactions (by stock sale or otherwise) in which any person or entity becomes the beneficial owner, directly or indirectly, of more than 50% of Customer’s voting control; or (z) merger or consolidation involving Customer.
Additionally, Customer, and each of its subsidiaries and affiliates, agrees to provide to TTC NA proper authorization necessary for TTC NA to request any financial information from third parties.
Customer hereby unconditionally guarantees payment as a primary obligor of, as provided herein, all purchases made by Customer, its subsidiaries and affiliates. Each of Customer’s subsidiaries and affiliates purchasing from TTC NA are jointly and severally liable for all purchases made by Customer and its subsidiaries, and Customer is also acting as agent for such subsidiaries and affiliates. Customer further agrees to defend, indemnify and hold harmless TTC NA from any and all claims, injuries, damages, losses or suits, including, without limitation, attorneys’ fees and costs, arising out of, or in connection with any attempt to disgorge or recover payments to TTC NA made on behalf of Customer by a subsidiary and affiliate on the grounds that such payment was improper, unauthorized, or constituted a fraudulent transfer.
6. Security Interest.
Customer hereby grants to TTC NA a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to TTC NA. Customer agrees to file, and it permits and authorizes TTC NA to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of TTC NA’s lien or security interest.
7. Claims of Customer
As a condition precedent to recovery of any claim of any kind, Customer must comply with the following.  All claims of any kind, including if not satisfied with a product for any reason, but except non-receipt, must be made to TTC NA within 5 days after receipt of shipment.  TTC NA will promptly provide an exchange or refund if the product is returned within 30 days of delivery, in its original packaging and with proof of purchase from TTC NA.  Claims for non-receipt must be made in writing delivered to TTC NA within 10 days after receipt of an invoice.  TTC NA’s liability for breach of warranty or contract shall arise only upon prompt return of the products claimed to be defective at Customer’s expense and after due notice to TTC NA of the claimed breach, as set forth in this paragraph.
8. Customer’s exclusive remedies: exclusion of remedies
Any claim for non-receipt of all or part of Customer’s order or any other claim of any kind except breach of warranty shall be limited to the purchase price of the Goods affected, as shown on the invoice.  TTC NA’s liability for breach of warranty shall be limited to the furnishing of a like quantity of the same products free from defects or, at TTC NA’s option, to the refunding of the purchase price of the defective product.  The foregoing shall constitute Customer’s exclusive remedies. Customer waives all rights of offset for any alleged obligation of breach of contract and breach of warranty (except as set forth herein), negligence, strict liability in tort, and/or other tort.  The waiver, agreement and releases in the foregoing sentence is binding on Customer’s successors in title and assigns.
9. Cancellations
Customer may not cancel any purchase order for Goods unless agreed to in writing by TTC NA.  TTC NA reserves the right to cancel any order for Goods owing to (a) its inability to perform due to a Nonliability Event (as defined below); (b) a change in the identity of the Customer; (c) a failure on the part of the Customer to pay its account when due; or (d) for any other reason that TTC NA finds it impossible, despite its best efforts, to perform hereunder.
10. Risk of TTC NA’s Nonperformance
The following shall be hereinafter known as the “Nonliability events”: action by governmental authority, public enemy, insurrection, rebellion, or riot; fire; explosion; flood; severe weather conditions; accidents; labor trouble or strikes, shortage of inventory; raw material, power or fuel; difficulties with equipment or transportation; or acts of God or any other cause or events beyond TTC NA’s control.  In the event of delays in delivery or nondelivery of the goods which, directly or indirectly, were caused by a Nonliability Event or to which a Nonliability Event contributed, TTC NA shall not be liable for damages, whether direct, incidental, or consequential, and (a) the time for performance shall, at TTC NA’s option, be extended in whole or in part until the termination of the Nonliability Event and for an additional period thereafter reasonably necessary to cure the effects thereof, or (b) at TTC NA’s option, a part or all of the Goods affected may be eliminated from the contract of sale, without any liability to TTC NA, and the contract price shall be appropriately reduced.
11. Statement of Responsibilities
Each Customer or user of TTC NA’s Goods is solely responsible for determining the suitability of the Good(s) selected for the intended application.  Each Customer or user must conduct its own studies and gain all necessary approvals and certifications as required for the intended application and finished product.

B. FREIGHT POLICY
Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. [TTC NA may charge a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on Customer’s invoice. Receipts for shipping and handling charges will not be furnished. COD shipments are not permitted. Other terms and conditions may apply for other than delivery services normally offered by TTC NA (“Other Freight Services”). Any charges incurred for Other Freight Services must be paid by Customer. Fuel surcharges may be applied. Title and risk of loss pass to Customer upon tender of shipment to the carrier. If the product is damaged in transit, Customer’s only recourse is to file a claim with the carrier. Customer shall inspect all Goods upon delivery as soon as reasonably possible, but no later than 10 days after delivery to Customer’s shipping address identified on the purchase order and notify TTC NA of any warranty defect, non-conformity, shortages or other rejection of the Goods by Customer. Silence shall be deemed acceptance by Customer of all Goods as delivered.
C. PRODUCT WARRANTY POLICY
1.LIMITED WARRANTY FOR CUSTOMERS.
a. ALL PRODUCTS SOLD ARE WARRANTED BY TTC NA ONLY TO CUSTOMERS FOR: (i) RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT MANUFACTURE.
b.TTC NA WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM TTC NA, UNLESS OTHERWISE STATED IN WRITING BY TTC NA. PROVIDED THAT TTC NA ACCEPTS ANY DAMAGED GOODS FOR RETURN DURING THE LIMITED WARRANTY PERIOD, TTC NA MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY THE CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO THE APPROPRIATE TTC NA BRANCH OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY TTC NA, SHIPPING COSTS PREPAID BY CUSTOMER. TTC NA’S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY OF ANY BREACH OF THE WARRANTIES HEREIN.
2.WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY.
a.FOR CUSTOMERS: EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY TTC NA. TTC NA DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TTC NA ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. TTC NA EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. TTC NA’S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
b.CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE.
3. Warranty Product Return.
Before returning any Goods, Customer shall contact TTC NA and provide the reason for the warranty return. Customer must receive a return confirmation from TTC NA and a shipping location for the returned Goods.
4. Manufacturer’s Warranty.
TTC NA, to the extent applicable and available from the manufacturer, shall pas through to Customer any warranty provided to TTC NA by the manufacturer of the Goods. For information on a specific manufacturer’s warranty, Customer shall contact TTC NA.
5. Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. TTC NA does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does TTC NA accept responsibility for construction, installation and/or use of a product. All Goods, including those produced or modified to meet exact specifications, shall be subject to trade practices, tolerances and variations.  It is Customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.  Each Customer or user of TTC NA’s Goods is solely responsible for determining the suitability of the Good(s) selected for the intended application.  Each Customer or user must conduct its own studies and gain all necessary approvals and certifications as required for the intended application and finished product.
6. Cross-Reference Information.
Product cross-reference comparisons or product alternatives that are presented do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS OR PRODUCT ALTERNATIVES ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product or product alternative specifications prior to purchase and use to determine suitability of the product for Customer’s intended use.
7. Indemnification of TTC NA.
Customer shall defend, indemnify, and hold harmless TTC NA and its parent, subsidiaries, directors, officers, employees and agents from any claims, damages, or expenses, including reasonable attorneys’ fees, arising or alleged to arise from (a) the improper use, handling, treatment, storage, disposal, transportation, maintenance, by Customer of any Goods purchased hereunder, (b) any asserted deficiencies or defects in the Goods supplied hereunder caused by any alteration thereof made by Customer with or without TTC NA’s consent, (c) buyer’s breach of any terms or conditions of these terms, or (d) the re-sale of any of the Goods purchased hereunder. The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which TTC NA has by law.
D. PRODUCT INFORMATION
1. Catalog/Website Information.
TTC NA is a distributor of products. Information about the products in the TTC NA catalog or web site is provided by the manufacturers and/or suppliers. Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any TTC NA catalog, literature or websites does not constitute the right to purchase products. TTC NA reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the TTC NA catalogs and websites, and TTC NA reserves the right to correct or change such pricing errors without notice. TTC NA further reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from TTC NA.
2.Product Substitution.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.
E. GENERAL TERMS
1.Third Party Payment Provider.
If Customer elects to use a third party payment system provider (“Third Party Provider”) and TTC NA is charged fees by the Third Party Provider, TTC NA reserves the right to seek reimbursement from Customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
2. Intellectual Property.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights (“IP”) reserved by TTC NA, or any IP owned by manufacturers and/or suppliers to TTC NA. All materials contained in TTC NA catalogs or on its web sites are subject to the ownership rights of TTC NA and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of TTC NA or its manufacturers and/or suppliers without TTC NA’s permission.
3. Independent Contractors.
TTC NA and Customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate TTC NA in any manner, nor may Customer represent to anyone that it has the right to do so.
4. Sourced Product.
TTC NA may procure products not available through TTC NA catalogs or available on TTC NA website for a Customer from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by TTC NA and charged to Customer. Sourced Product may not be returned without a return goods authorization issued by TTC NA, and no cancellations, refunds or credits are allowed without TTC NA’s prior written approval. TTC NA, at its sole discretion, may withhold the issuance of such authorization. A restocking fee may apply for any returned Sourced Product. TTC NA’S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. ALL SOURCED PRODUCTS ARE SOLD AS-IS. ANY APPLICABLE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE SOURCED PRODUCT WILL BE CUSTOMER’S SOLE REMEDY AND CUSTOMER SHALL BE REQUIRED TO MAKE ANY CLAIMS DIRECTLY TO SUCH MANUFACTURER AND/OR SUPPLLIER.
5. Custom Product.
TTC NA may offer products manufactured or assembled to Customers specifications (“Custom Product(s)”). TTC NA is not responsible for verifying or confirming the accuracy of specifications provided by Customer to TTC NA for Custom Products. TTC NA’S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed. Customer shall defend, indemnify, and hold harmless TTC NA and its parent, subsidiaries, directors, officers, employees and agents from any claims, damages, or expenses, including reasonable attorneys’ fees, arising or alleged to arise from any Custom Product, including any claim by a third party that such Customer Product infringes on the intellectual property rights, in any way, of such third party.
6. Product Return by Customers.
Product returns by Customers, if not prohibited above, must be made within one (1) year from date of purchase, unless otherwise indicated. Customer should go to TTC NA.com\returns for instructions. TTC NA does not take title to returned products until the item is received by TTC NA at the applicable return location. Returned product must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Product returns may be denied or made subject to restocking fees and other charges by TTC NA.
7. Assignment
Customer shall not assign any order, or any interest therein, without the prior written consent of TTC NA. Any actual or attempted assignment without TTC NA’s prior written consent shall entitle TTC NA to cancel such order upon notice to Customer.
8. No Third Party Benefit.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
9. Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Indiana, excluding its conflict of law rules, and to the extent allowed under these terms and conditions, both TTC NA and Customer agree that venue shall be proper either in the state courts in Johnson Country, Indiana or the federal courts for the Southern District of Indiana, and Customer hereby waives any objection to such venue based on personal jurisdiction or forum non conveniens.
10. Severability
If any portion of these terms and conditions is found to be invalid or unenforceable, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
11. Modification of Terms.
TTC NA’s acceptance of any order is subject to Customer’s assent to all of the terms and conditions set forth herein. Customer’s assent to these terms and conditions shall be presumed from Customer’s receipt of TTC NA’s acknowledgment, or from Customer’s acceptance of all or any part of the Goods ordered. No additions or modifications of TTC NA’s terms and conditions by Customer shall be binding upon TTC NA, unless agreed to in writing by an authorized representative of TTC NA. If a purchase order or other correspondence submitted by Customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in TTC NA’s acknowledgment, TTC NA’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Customer, and will not constitute a waiver by TTC NA of any of the terms and conditions contained herein or in TTC NA’s acknowledgment. TTC NA reserves the right to accept or reject any order.
12. Complete Agreement.
The terms and conditions in: (i) TTC NA’s forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between Customer and TTC NA.
13. Authorization
Customers represent that any person accepting these Terms of Sale on behalf of the Customer is authorized to do so and that all employees and representatives of the Customer who access TTC NA website or application on behalf of the Customer or otherwise purchase products from TTC NA on behalf of Customer have the legal right, and are duly authorized, to make such purchases and further authorized to enter into agreements relating to the purchase of products or services or to obtain pricing or discounts from TTC NA on behalf of Customer. Customers hereby agree to indemnify and hold TTC NA harmless against any breach of this representation.