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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