All orders are subject to acceptance by Timex Corporation ("Timex") at
its offices in Middlebury, Connecticut. Acceptance of any order is subject to availability
of product and ability of Timex to deliver.
No order for less than $5.00 in the aggregate will be accepted. Any order for a
particular article in a quantity less than the minimum quantity of that article
established by Timex will be deemed an order for that minimum quantity, and shall
result in an obligation of Customer to pay the full price therefor if delivery in
such quantity is made by Timex.
All prices and packings are subject to change without notice. Customer agrees to
pay the list price in effect on the date of delivery; provided that, if the list
price is increased after an order is placed but before delivery, Customer shall
be given an opportunity to adjust or cancel. No representative of Timex has authority
to change any prices or terms established in any Timex circular, letter, order form,
price list, index or catalog.
All applicable sales, excise and similar taxes shall be added to the purchase price.
Customer shall provide a resale certificate and applicable sales tax identification
numbers at time of registration with Timex.
Shipment shall be F.O.B. Timex facilities, in standard packages or multiples thereof.
All transportation charges, including demurrage, insurance, and extra handling or
shipping charges, shall be paid directly by Customer or added to the purchase price;
provided, however, that Timex will pay basic ground transportation charges on all
orders covering goods of 6 watches or more. Loss of or damage to goods after delivery
shall be at Customer's risk. As used in these Terms and Conditions of Sale, "delivery"
means possession of the goods by Customer or the carrier, whichever occurs sooner,
and "carrier" means common carrier, contract carrier, and operators of
conveyances leased to Timex. Timex reserves the right to make delivery in installments
and all delivery dates are approximate.
Terms of Payment
Customer shall remit the purchase price at time of order.
Timex warrants to Customer that the goods are free from defects in materials and
workmanship. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN IN LIEU OF ALL
OTHER WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR ANY
PURPOSE, WHETHER WRITTEN, ORAL OR IMPLIED IN FACT OR IN LAW.
Claim of Customer
No claim by Customer, whether under the above warranties or otherwise, shall be
effective unless notification is sent to Timex within ten (10) days of delivery
of the goods against which the claim is made, via postage prepaid certified U.S.
Mail, and only if Customer does not resell said goods. Customer's exclusive and
sole remedies for defective items shall be replacement thereof by Timex (if they
have not been used) with comparable stock or the issuance of credit against account,
in each case at Timex' option. Timex shall not be responsible for any failure to
perform due to unforeseen circumstances or causes beyond its reasonable control.
IN NO EVENT SHALL TIMEX BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
The following states the entire liability of Timex for patent infringement by any
product or part thereof furnished hereunder. Timex will defend any action brought
against Customer or a subsequent purchaser, so far as based on a claim that such
product or part infringes any United States patent, provided Timex is promptly notified
in writing and given authority, information and assistance (at Timex' expense) to
defend same; Timex will pay all damages/costs awarded in such suit against Customer
or subsequent purchaser in case such product or part is found to be infringing.
If the use of such product or part is enjoined, Timex shall at its own expense either
procure for Customer or subsequent purchaser the right to continue using such product
or part, or replace same with a non-infringing product or part, or modify same so
it becomes non-infringing, or refund the purchase price therefor.
No action or assistance by a representative of Timex in connection with resale of
any article shall constitute a Orders representation or guarantee as to the creditworthiness
of the subsequent purchaser.
Notice and Modification
Placement of an order by Customer or acceptance of any shipment of goods listed
in a Timex current price list constitutes agreement by Customer to these Terms and
Conditions of Sale as the only terms and conditions applying to the purchase and
sale of the identified goods. No addition to, deletion from, or modification of
any of these provisions shall be binding upon Timex unless made in writing and signed
by a duly authorized Timex representative or in accordance with a published Timex
policy applicable to such order and in effect at the time Timex accepts such order.
TIMEX HEREBY OBJECTS TO ANY BUYER TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE
ORDER OR OTHER DOCUMENT SUBMITTED BY BUYER.
This contract shall be construed under and governed by the laws of the State of