| Payment: Except as noted below, all orders require full prepayment. Upon approval by TSS, Clients may pay a 50% deposit and the balance prior to shipment of order, however, a 20% service charge shall be charged for this service. Upon approval by TSS, established accounts, Federal, State and Local governments may receive a Net 30 payment option. TSS will not begin to process Clients order until full payment or an approved deposit is received. Delinquencies are subject to a 1-1/2% monthly service charge.
Sales Tax: Orders delivered in California require collection of state sales tax which shall be added to Client’s invoices and paid by Client in addition to the contracted prices, unless Client furnishes TSS with appropriate exemption certificates prior to delivery.
Delivery and Risk of Loss: Unless otherwise specified herein, delivery shall be F.O.B. origin, and risk of loss shall pass to Buyer upon delivery. Dates of delivery are only estimates of the approximate time of delivery, not a guaranty of delivery on any particular date. TSS shall have no liability whatsoever, nor shall this Purchase Agreement be subject to cancellation in whole or in part by Client, delay or inability to deliver if such delay or non-delivery is due to causes beyond the control of TSS. Client is responsible for inspecting shipment for damages before accepting delivery. TSS shall not be liable for damages caused during transit. Any claims for defects, damages, or shortages must be made within five days after delivery of all or any part of the order. Failure to do so shall constitute irrevocable acceptance of the order. For Clients paying via credit card, your account will be billed for any unexpected shipping charges and you hereby agree to accept those charges. Client may use their own shipping company or bill shipping to their own account.
Returns & Cancellations: Orders may be cancelled within 72 hours except where order has already shipped. Compensation shall be required for any materials and/or labor applied to a cancelled order. Custom orders are non-cancelable once production has begun. All returns must be authorized by TSS. TSS will issue a return authorization number (“RAN”) for all approved returns. Return shipping and insurance must be pre-paid by the Client. Returns may be refused if proper RAN is not placed conspicuously on outside of packaging. All authorized returns must be received and inspected by TSS before refund shall be issued. Returned items must be in original packaging and in new condition. Returns are subject to a 25% restocking fee. Please inquire before ordering if you are not sure. Refunds may take 30-60 days for processing.
Graphics: When requested, an eProof will be provided at no additional charge. Hard copy proofs are available for a fee. Unless created by TSS, all art shall be provided by the Client in proper format for the specific order. Delayed art approval or revisions by Client may add time to production. Rush charges or expedited charges shall be the responsibility of the Client if required to meet a deadline.
Intellectual Property/Indemnification : TSS retains all rights, title and interest in all content and intellectual property rights in its service, designs, or ideas. The Client shall indemnify and hold harmless TSS from any and all loss, cost, expense, and damages (including court costs and reasonable attorney fees) on account of any and all manner of claims, demands, actions, and proceedings that may be instituted, on grounds alleging that the said goods produced for the Client, violates any copyrights, trademarks, service marks, logos, or is scandalous, or invades any person’s right to privacy or other personal rights. The Client agrees to promptly defend and continue the defense of any such claim, demand, action or proceeding that may be brought against TSS, at the Client’s own expense.
Pricing: Prices are subject to change without notice. All orders will be filled at current prices and specifications. TSS shall not be obligated to honor typographical errors or misquoted prices and expressly reserves the right to correct any errors before completing an order.
Acts of God: TSS shall be deemed harmless for any cessation, interruption or delay in the performance of its obligations due to causes beyond its control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including Internet access, telecommunications service, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.
Attorneys’ Fees: Reasonable attorneys’ fees shall be awarded to prevailing party in any legal judgment including binding arbitration.
Jurisdiction and Venue: Terms of this Agreement shall be governed and construed, to the extent applicable, in accordance with United States law, and otherwise, in accordance with California law, without regard to conflict of law principles. Except for requests for injunctive relief, any dispute or claim arising out of or in connection with purchase orders or services shall be finally settled by binding arbitration in Sacramento County, California under the Commercial Rules of the American Arbitration Association.
Severability: If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
WARRANTIES: THE ONLY WARRANTY APPLYING TO NEW EQUIPMENT IS THAT OFFERED BY THE MANUFACTURER TO CLIENT, IF ANY. TSS MAKES NO EXPRESS OR IMPLIED WARRANTY REGARDING NEW OR USED EQUIPMENT. TSS MAKES NO IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE; ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. ALL EQUIPMENT IS SOLD BY TSS “AS IS.”
LIMITATION OF CLIENT’S REMEDIES: CLIENT’S SOLE REMEDY FOR TSS’S FAILURE TO DELIVER OR REPUDIATION OF THIS PURCHASE AGREEMENT SHALL BE LIMITED TO REFUND OF CLIENTS DEPOSIT. TSS SHALL NOT BE LIABLE FOR AND CLIENT HEREBY WAIVES, AND TSS SHALL HAVE NO LIABILITY FOR, ANY EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER OR NOT TSS HAS NOTICE OF ANY SUCH DAMAGES IN ADVANCE.
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