TERMS OF SALE
 

Acceptance
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.

Minimum Order
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.

Applicable Price
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.

Taxes
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.

Delivery
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.

Warranties
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.

Patents
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.

Accommodation
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.

Governing Law
This contract shall be construed under and governed by the laws of the State of Connecticut.

 
 
 
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