TPI Corporation and Subsidiaries Legal Terms and Conditions:

  1. Terms and Conditions. The terms and conditions set forth below together with those appearing on the face of the Order Acknowledgment and/or Invoice (hereinafter the “Order”) constitute the complete and exclusive agreement between TPI Corporation, or any of its Divisions, (collectively, the “Seller”) and the Buyer pertaining to the goods and/or services identified in this Order (collectively, the “Products”). If there is a discrepancy or conflict between any exhibit or supplement to this Order and these terms and conditions, these terms and conditions shall control. This Order is intended by Seller and Buyer to be the complete, exclusive and final statement of their agreement. Any changes to this Order must be in writing and signed by an authorized representative of the Seller. Failure to specifically dissent to these terms and conditions within ten (10) days of Buyers’ acceptance of any Products covered by this Order shall constitute acceptance of said terms and conditions and they shall be controlling in every case. Without limiting the foregoing, Seller expressly objects to all contradictory terms and conditions specified in any other acknowledgement, purchase order, confirmation or other document pertaining to the Products, including without limitation those terms and conditions regarding warranty and indemnity.
  2. Prices and Payment. All prices on Products covered by this Order are firm for thirty (30) days from the date of this Order. Any goods which the Buyer requires to be shipped subsequent to thirty (30) days from said date are subject to price changes made from the date of Order to date of shipment. If credit is extended to Buyer, Seller reserves the right to limit, cancel or revoke such credit if Buyer fails to pay for any Products when due, and Seller may demand payment prior to the commencement of any further shipment. Unless otherwise stated, invoices are payable in U. S. Dollars and i) orders for special, custom-made or modified standard catalog equipment may require full or partial payment in advance of starting production of the order(s) and ii) orders for all other products shall be net thirty (30) days following the invoice’s date of issuance. Seller reserves the right to adjust payment terms for the Buyer in the event the Buyer’s credit worthiness or financial condition adversely changes.
  3. Taxes and Fees. All sales, excise, use and other taxes incident to the sale of Products hereunder that the Seller may be required to pay or collect will be paid for by the Buyer. Any new tax or increase in taxes imposed by Federal, State or Municipal governments applicable to the Products sold hereunder, or applicable to the manufacture, sale or handling of such Products shall be added to the purchase price and shall be paid for by the Buyer.
  4. Acceptance. This order can be accepted only upon these Terms and Conditions. Seller shall neither accept nor agree to any additional or different terms or conditions, whether or not material, contained in any purchase order, acknowledgment, confirmation of other document pertaining to this Order. No modification of this Order shall be binding on either party unless in writing and signed by an authorized representative of each party. Orders accepted by the Seller cannot be countermanded or shipments deferred or goods returned except with the consent of the Seller and upon terms that will indemnify Seller against all loss, including the profit on any part of the order that is cancelled.
  5. Shipping/Ownership/Delivery/ Risk of Loss. Products will be delivered Ex Works Seller’s facility (Incoterms 2010). Title passes to Buyer upon full payment to Seller for the products. Seller is not responsible for damage or loss in transit. Shipping and/or Delivery dates on the Order are estimates only. Seller will not be held responsible for failure to meet such estimated dates. Seller reserves the right to ship approximately thirty (30) days in advance of shipping date. Seller assumes no liability for loss, damage or consequential damage due to delays. Seller agrees to package the Products and put them in the possession of a carrier. Seller shall not be obligated to obtain or pay for insurance unless it has agreed in writing to be responsible for said costs. Breach of the agreement shall have no effect upon this provision controlling the risk of loss.
  6. Claims. All claims, including claims for damages, defects and shortages or incorrect materials must be made in writing by Buyer within ten (10) days of receipt of the Products. Seller must be given reasonable opportunity to inspect such Products to which any claim is made and to cure any non-conformance. Claims for non-receipt of shipment or invoicing errors must be made within ten (10) days after receipt of invoice. No claim shall be effective if made after the Products have been altered or used. BUYER’S FAILURE TO MAKE ANY CLAIM WITHIN THE SPECIFIED TIME PERIOD WILL RESULT IN THE UNCONDITIONAL WAIVER OF SUCH CLAIM. Seller reserves the right to accept or reject any claim in whole or in part.
  7. Termination by Buyer. Buyer may not cancel all or part of the accepted Order hereunder without Seller’s written consent. Orders for special, custom-made or modified standard catalog equipment are not subject to termination.
  8. Termination by Seller. Seller may cancel this Order without penalty: (a) if Buyer fails to comply with the terms or conditions of this Order, including terms or conditions regarding timely payment; (b) if Buyer files a voluntary petition under any federal or state bankruptcy or insolvency act, an involuntary bankruptcy petition is filed against Buyer, or Buyer is declared insolvent or has a receiver or trustee appointed for its assets, or if Buyer makes an assignment for the benefit of creditors or commences proceedings under any state insolvency or similar law; or (c) if Seller encounters any labor disputes, governmental orders or actions, unavailability of transportation, fires, floods, breakdowns of essential machinery, accident or other causes beyond its control which affects its ability to deliver the Products ordered.
  9. Warranty. Warranty and limitation of warranty applicable to the Products is contained in separate document and is published on Seller’s website at www.tpicorp.com and in Seller’s product catalog. A hard copy of the warranty will be provided at the request of Buyer. Except as expressly stated in the aforementioned Warranty, SELLER DISCLAIMS ALL AND DOES NOT MAKE ANY ADDITIONAL REPRESENTATIONS, WARRANTIES AND/OR INDEMNITIES OF ANY KIND (WHETHER ARISING BY IMPLICATION OR BY OPERATION OF LAW) WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS, WARRANTIES AND/OR INDEMNITIES AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, PRICE, PATENT OR ANY OTHER MATTER. THIS SECTION SURVIVES THE TERMINATION OR CANCELLATION HEREOF. Seller’s warranty of any product is of no effect if (i) the product is not stored or handled appropriately, (ii) the product is materially altered, (iii) the defect of the product resulted from damage occurring after Seller’s tendering for shipment, or (iv) the defect should have been discovered by Buyer in Buyer’s inspection and it is not reported with the time for objection described herein.
  10. Samples. Samples or pre-production products will be released “As Is” with no warranty.
  11. Qualification Tests and Test Data. Qualification tests and test data are not included in the selling price unless specifically noted hereon. Qualification tests may be performed by Seller and test data supplied at the specific request and expense of the Buyer.
  12. Return of Merchandise. Merchandise may not be returned without Seller’s prior approval. All returned merchandise without a return merchandise authority (RMA) number will not be accepted by Seller. Used, discontinued and certain custom made items cannot be returned without the prior written consent of the Seller. Items returned must be in new condition and, when feasible, packaged in their original carton or crate. Shipping charges on said returned materials are to be prepaid unless otherwise noted by the Company in its authorization to return. Orders for special, custom-made or modified standard catalog equipment are not subject to return.
  13. Proprietary Rights and Information / Confidentiality. Sale of the Products to Buyer does not convey a license, implied or otherwise, under any patent in which Seller has an interest, nor does it convey any right to descriptive data, including but not limited to, Seller’s manufacturing drawings, secrets, processes or tooling. Seller does not transfer to Buyer any patent, trade secret, trademark, service mark, copyright, know-how or other intellectual property right related to the Products. Any technical information disclosed by either Buyer or Seller to the other during the term of the Agreement is proprietary to the disclosing party and may not be used or disclosed by the other to any other person or entity without the written consent of the owner of the technical information. Any intellectual property used for the supply of Product under the Agreement shall remain the sole and exclusive property of Seller. Except as authorized in writing by and on terms acceptable to Seller, Buyer shall have no right to disclose any technical information to any third party or to have any third party make Products that use the technical information owned by Seller. The obligations hereunder shall survive any termination hereof.
  14. Indemnification. To the maximum extent allowed by law, Buyer must indemnify, release, and hold harmless Seller and its employees, agents and representatives from and against any and all costs, expenses, liabilities, losses and claims incurred by Seller as a result of (a) Buyer’s negligence, use, ownership, maintenance, transfer, transportation or disposal of the Products; (b) any infringement or alleged infringement of the industrial and intellectual property rights of others arising from Buyer’s manuals, drawings, plans, specification (including Buyer’s trademarks and brand names) or product of the products as ordered by Buyer; (c) the possession or use of the Products by Buyer’s Customer or any third-party transferee; and (d) Buyer’s violation or alleged violation of any federal, state, county, or local law, rule or regulation.
  15. Assignment. Seller may assign or subcontract its rights and obligations hereunder. Buyer shall not delegate or assign its right or obligations hereunder, in whole or in part, without Seller’s prior written consent. This Agreement and these Terms and Conditions shall be binding upon the parties successors and permitted assigns.
  16. Limitation of Remedies and Damages. Seller’s liabilities and Buyer’s remedies under this Agreement will be exclusively limited to repair, replacement or credit, at Seller’s option, in Seller’s absolute discretion, with respect to Products returned to Seller at Buyer’s expense within thirty (30) days after Buyer’s receipt of the Products. Seller assumes no risk and shall not be subject to any liability for any damages or loss resulting from the specific use or application made of the Products. Under no circumstances shall the Seller be liable for any consequential damages or incidental damages incurred by Buyer or third party with regard to the Products sold hereunder, including, but not limited to, labor costs, loss of profits or the like and in no event shall the Seller’s aggregate liability under this agreement exceed the aggregate amount paid by the Buyer. In the event Seller claims Buyer has breached any of its obligations under this Agreement, Seller may recover damages resulting from the default, including the Contract price for completed Products and services and the cost of work-in-progress and raw materials. The Seller shall have the rights and remedies conferred by law and shall not be required to proceed with performance of the contract arising herefrom if Buyer is in default to the Seller under this or any other contract. Notwithstanding anything to the contrary herein, the Seller’s warranty document or any other related documents, the maximum liability to Buyer, cumulatively and however arising, shall be the price paid for the Product giving rise to the claim or liability.
  17. Independent Contractor. Seller, its agents or other suppliers shall at all times be independent contractors and Buyer shall make no express or implied representations to the contrary.
  18. Specifications. The specifications applicable to the Products will be Seller’s standard specifications for such Products or, in the case of items other than Seller’s standard Products, such specifications as are agreed to in writing by both the Seller and Buyer. Seller assumes no responsibility for any changes in the specifications outlined in the original order unless such changes are confirmed in writing by the Buyer and accepted in writing by the Seller. All price variations resulting from such changes shall become effective immediately upon the acceptance of such changes. Orders for special, custom-made or modified standard catalog equipment are not subject to termination or return.
  19. Waiver. Seller’s waiver of Buyer’s default under any term or condition shall not constitute waiver of any further defaults. The failure of Seller to enforce any right or remedy provided in this Agreement or by law on particular occasion will not be deemed a waiver of that right or remedy on a subsequent occasion or a waiver of any other right or remedy.
  20. Corrections. Clerical errors, typographical errors or other obvious errors or omissions are subject to correction by Seller.
  21. Severability. If any provision of the Terms and Conditions is held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provision of these Terms and Conditions shall remain in full force and effect.
  22. Governing Law and Forum. The validity, construction and performance hereof is governed by, and must be construed in accordance with, the internal laws of the state of Tennessee, without regard to its conflicts of law provisions, including without limitation the Uniform Commercial Code. Both parties irrevocably consent to the sole and exclusive venue and jurisdiction of the courts situated within Washington County, Tennessee.
  23. Collection Costs. If Seller incurs any collection costs in enforcing these terms and conditions, including, without limitation, legal fees and expenses, Buyer will reimburse Seller for the full amount of same upon written request.
  24. ​TPI Corporation is an equal opportunity employer.