Terms & Conditions of Sale
These terms govern all quotations, orders, and shipments by Tri-Matic Spring, Inc. Please read them carefully.
These Terms and Conditions of Sale (the “Terms”) govern all quotations, order acknowledgments, sales, and shipments by Tri-Matic Spring, Inc. (“Tri-Matic,” “we,” “us,” or “Seller”) to the purchaser (“Buyer”). By submitting a purchase order or accepting delivery of products, Buyer agrees to these Terms.
1. Acceptance; Entire Agreement
These Terms constitute the entire agreement between Tri-Matic and Buyer regarding the products described in our quotation or order acknowledgment, and supersede all prior proposals, negotiations, and representations. This sale is expressly limited to these Terms. Tri-Matic objects to and rejects any additional or different terms proposed by Buyer, including any contained in Buyer’s purchase order, and no such terms will be binding unless agreed to in a writing signed by an authorized representative of Tri-Matic. Neither our commencement of performance nor our acceptance of payment constitutes acceptance of Buyer’s differing terms.
2. Quotations & Pricing
Quotations are valid for thirty (30) days from the quotation date unless otherwise stated, and are based on the specific quantities quoted; prices are subject to adjustment for larger or smaller quantities. Unless otherwise noted, prices do not include any federal, state, or local sales, use, excise, or similar taxes, which are the responsibility of Buyer. Tri-Matic reserves the right to adjust prices to those in effect at the time of shipment to reflect changes in the cost of materials or labor.
3. Payment Terms
Payment terms are net thirty (30) days from the date of invoice, subject to credit approval. Tri-Matic may require advance payment, a deposit, or other security at its discretion. Past-due balances may accrue a service charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less, and Buyer is responsible for the costs of collection, including reasonable attorneys’ fees.
4. Shipping & Delivery
Unless otherwise agreed in writing, all shipments are FOB Origin (FOB Tri-Matic’s facility in Savannah, Tennessee); title and risk of loss pass to Buyer when the products are delivered to the carrier at our facility, and Buyer is responsible for all freight charges. Shipping dates are estimates made in good faith, and Tri-Matic is not liable for delays caused by circumstances beyond its reasonable control. Because spring and wire form manufacturing is a production process, Tri-Matic reserves the right to ship and invoice within plus or minus ten percent (±10%) of the ordered quantity unless the order specifies otherwise, and any such over- or under-shipment constitutes full performance of the order.
5. Inspection, Shortages & Claims
Buyer must inspect all products promptly upon receipt. Any claim for defect, nonconformity, or shortage must be made in writing within fifteen (15) days after Buyer’s receipt of the products. Shortage claims must state the quantity received and the method used to determine the count. Failure to notify Tri-Matic within this period constitutes acceptance of the products and a waiver of such claims.
6. Limited Warranty
Tri-Matic warrants that its products will be free from defects in material and workmanship and will conform to the specifications agreed in the order, subject to Tri-Matic’s standard manufacturing tolerances and quality-control procedures. This warranty runs only to Buyer and is not transferable.
7. Disclaimer & Limitation of Liability
EXCEPT FOR THE LIMITED WARRANTY ABOVE, TRI-MATIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Buyer’s sole and exclusive remedy for any nonconforming product is, at Tri-Matic’s option, repair or replacement of the product or a refund of the purchase price for that product upon its return. In no event will Tri-Matic be liable for incidental, special, consequential, or punitive damages, or for loss of profits or use, and Tri-Matic’s total liability for any claim will not exceed the purchase price of the product giving rise to the claim. Tri-Matic is not responsible for the results of any plating, coating, painting, assembly, or other processing performed by others after the products leave our facility, nor for products that are altered after delivery.
8. Returns & Cancellations
Products may not be returned without Tri-Matic’s prior written authorization. Custom-manufactured products are non-cancelable and non-returnable except for confirmed defects covered by the limited warranty above. Orders cancelled with Tri-Matic’s written consent are subject to charges for work performed, materials committed, and tooling, up to the full value of the order.
9. Blanket Orders
Blanket orders with a total value under $2,500 must be released and shipped in full within six (6) months of the order date; blanket orders of $2,500 or more must be released and shipped in full within twelve (12) months. Any balance not released by the end of the applicable period will be manufactured, if not already produced, and shipped and invoiced to Buyer.
10. Tooling
Charges for tooling, dies, or fixtures cover Tri-Matic’s design and production costs only and do not transfer ownership or any right to remove the tooling from our facility; all tooling remains the property of Tri-Matic unless otherwise agreed in writing. Tri-Matic maintains tooling for active programs. If no repeat order is received within two (2) years, Tri-Matic may dispose of the tooling, and new tooling charges may apply to subsequent orders.
11. Compliance & Export
Buyer is responsible for ensuring that its specifications and intended use of the products comply with all applicable laws and regulations. Buyer agrees not to export or re-export any products except in compliance with all applicable U.S. export-control laws and regulations.
12. Force Majeure
Tri-Matic is not liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes, shortages of materials or energy, supplier failures, transportation delays, fire, flood, war, terrorism, epidemic or pandemic, or governmental action.
13. Governing Law & Venue
These Terms, and any sale governed by them, are governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles. Buyer consents to the exclusive jurisdiction and venue of the state and federal courts located in or serving Hardin County, Tennessee, for any dispute arising out of or relating to these Terms or any sale.
14. General
If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force and effect. Tri-Matic’s failure to enforce any provision is not a waiver of its right to enforce that or any other provision later. Buyer may not assign an order without Tri-Matic’s prior written consent.
Questions about these Terms?
Tri-Matic Spring, Inc. · 535 Industrial Road, Savannah, TN 38372
Phone: 731-925-5316 · Email: sales@trimaticspring.com