Any water transfer printing (WTP) processor actively engaged in (a) decorating as an OEM manufacturer, (b) selling WTP decoration services, or (c) decorating for non-commercial purposes (i.e., for personal use or enjoyment of WTP-decorated products), regardless of which WTP process used, can be a member of the T.W.N. Industries, Inc. (“TWN”) Water Transfer Printing Network, provided such processor (referred to as the “Customer” for purposes of these Terms and Conditions of Sale (the “Agreement”)) agrees to, and complies with, the following terms and conditions.
2. What TWN Water Transfer Printing Network Members Can Expect from TWN
- On-hand material inventory that supports 24 hour or expedited shipping (subject to the terms and conditions of Section 8, below)
- 3-4 week delivery when reprinting existing patterns (subject to the terms and conditions of Section 8, below)
- 6-8 week turnaround on new custom pattern development
- Fee-based technical training in processing operations
- Free help desk technical processing support resources for TWN Certified WTP Processors
All products purchased will be invoiced according to the current price schedules as published periodically by TWN. All prices (a) include all applicable discounts; and (b) are subject to change without prior notice to Customer.
4. Purchase Order Submission
Purchase orders submitted by Customer (“Purchase Orders” and each, a “Purchase Order”) must include TWN product pattern number or part number, quantity, correct price, and any and all other pertinent information that applies to the particular Purchase Order. Purchase Orders must be called in to 305-258-9622, e-mailed to Customer’s TWN sales representative, or faxed to 305-258-4847. TWN reserves the right to reject Purchase Orders from Customer if he/she/it is not in good standing as a TWN Water Transfer Printing Network member for any reason whatsoever.
5. Back Orders
We strive to ship all Purchase Orders complete. Should an out-of-stock situation arise, backorders will be delivered (subject to the terms and conditions of Section 8, below) within a commercially reasonable period of time, not to exceed 4 weeks from the date that the Purchase Order is received by TWN. TWN reserves the right to proceed with partial shipments of a Purchase Order if the Purchase Order does not specify otherwise.
6. Changes and Cancellations
Once a Purchase Order has been submitted, changes to – or cancellation of – that Purchase Order cannot be made by the Customer. Additions to the Purchase Order will be deemed a new Purchase Order and all relative charges (including, but not limited to, all shipping, packing, and handling fees and charges) will apply.
7. Payment Terms
Payment is due in advance of delivery. Such payment can be made by company check, money order, personal check, Discover, or VISA or MasterCard. In the event of any payment default or returned check, all unpaid balances, obligations, and/or indebtedness shall become immediately due and payable and subject to a monthly finance charge in favor of TWN and equal to the lesser of 1.5 percent simple interest or the maximum interest rate allowed under applicable law. Customer shall also reimburse TWN for any and all bank fees or charges assessed against TWN on account of the return of any check given or submitted by Customer.
8. Shipping, Packing, and Handling
- All products are sold FOB our warehouse. All chemicals will be shipped FOB our warehouse via UPS or other common carrier freight; and any hazardous materials charges by the carrier and/or hazardous materials packaging charges by TWN will be the responsibility of Customer.
- In addition to any and all applicable charges as set forth above in this Section 8, Customer shall also pay TWN a $10.00 packing and handling fee per roll of WTP film ordered by Customer. Exception concerning Accessory Packs and Roll Off’s: a single $10.00 packing and handling fee is applied to Purchase Orders for multiple Accessory Packs or Roll Off’s (that is, each such Purchase Order shall be assessed a $10.00 packing and handling fee by TWN). Unless otherwise agreed, products will be packaged according to TWN standard practices.
- If Customer refuses an ordered shipment, then Customer shall be financially responsible for all shipping, packing, handling, and all other fees and charges associated with the Purchase Order and/or refusal of the shipment, as well as a restocking fee in the amount of 15 percent of the price of the product(s) refused. Purchase Orders received by 2:00 PM in Miami, Florida, U.S.A, with expedited freight will be shipped the same day if the products ordered are in stock. All other Purchase Orders for in-stock inventory will ship within 24 hours of receipt. Purchase Orders for out-of-stock products may take 3-4 weeks for delivery and minimum Purchase Order requirements may apply.
9. Shipping or Invoicing Errors
Shipping errors (including, but not limited to, shortages) and invoicing errors must be reported to TWN within 2 business days of delivery of shipment or invoice, respectively. TWN reserves the right not to recognize or correct any such errors after such time.
10. Risk of Loss
Immediately upon TWN’s putting goods into the possession of a carrier, any subsequent damage or other loss related to such goods shall be at Customer’s risk.
11. DISCLAIMER & EXCLUSION OF IMPLIED WARRANTIES
TWN DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE AND ANY AND ALL OTHER IMPLIED WARRANTIES WITH RESPECT TO ANY PRODUCT OR SERVICE THAT TWN SELLS TO CUSTOMER, WITH THE EXCEPTION OF THE IMPLIED WARRANTY OF MERCHANTABILITY WITH RESPECT TO ANY SUCH PRODUCT. AS SUCH, THE PARTIES AGREE THAT THERE SHALL NOT BE ANY IMPLIED WARRANTY OF ANY KIND, TYPE, OR NATURE FROM TWN WITH RESPECT TO ANY PRODUCT OR SERVICE THAT TWN SELLS TO CUSTOMER, WITH THE EXCEPTION OF THE IMPLIED WARRANTY OF MERCHANTABILITY WITH RESPECT TO ANY SUCH PRODUCT (TO THE EXTENT THAT THE IMPLIED WARRANTY OF MERCHANTABILITY OTHERWISE EXISTS IN RELATION TO TWN’S
SALE OF SUCH PRODUCT TO CUSTOMER).
12. LIMITATION OF REMEDY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND SUBJECT TO THE CORRECTION OF SHIPPING OR INVOICING ERRORS IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SECTION 9 ABOVE, CUSTOMER’S SOLE AND EXCLUSIVE ALTERNATIVE REMEDIES AGAINST AND FROM TWN – OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, SHAREHOLDER, OR REPRESENTATIVE OF TWN – FOR ANY BREACH OF CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), NEGLIGENCE, OR OTHER UNLAWFUL OR INEQUITABLE CONDUCT, ACTION, FAILURE, OR OMISSION FOR WHICH TWN OR ANY SUCH OFFICER, DIRECTOR, EMPLOYEE, AGENT, SHAREHOLDER, OR REPRESENTATIVE IS LIABLE (DIRECTLY, VICARIOUSLY, OR OTHERWISE), SHALL BE:
A) IN THE CASE OF ANY PRODUCT(S) THAT TWN SELLS TO CUSTOMER,
(I) TWN’S REPAIR OR REPLACEMENT OF THE PRODUCT(S) (OR PART(S) THEREOF) AT ISSUE;
(II) CUSTOMER’S RETURN OF THE PRODUCT(S) AT ISSUE AND TWN’S REPAYMENT TO SUCH CUSTOMER OF NO MORE THAN THE PURCHASE PRICE ACTUALLY PAID TO TWN FOR SUCH PRODUCT(S) (IN THE CASE OF A RETURN UNDER THIS SECTION ONLY, THE CUSTOMER’S RESPONSIBILITY FOR RETURN-RELATED RESTOCKING FEES AND OTHER CHARGES UNDER SECTION 13 OF THIS AGREEMENT, SHALL NOT APPLY); OR
B) IN THE CASE OF ANY SERVICE(S) THAT TWN SELLS TO CUSTOMER,
(I) TWN’S RE-PERFORMANCE OF THE SERVICE(S) (OR PART(S) OR PORTION(S) THEREOF) AT ISSUE;
(II) TWN’S REPAYMENT TO CUSTOMER OF NO MORE THAN THE PURCHASE PRICE ACTUALLY PAID TO TWN FOR SUCH SERVICE(S).
THE DETERMINATION OR CHOICE BETWEEN OR AMONG THE FOREGOING, ALTERNATIVE REMEDIES SHALL LIE WITHIN THE EXCLUSIVE, BUT REASONABLE, DISCRETION OF TWN.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TWN – AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AND REPRESENTATIVES – SHALL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY COMPENSATORY DAMAGES, LOST PROFITS, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, OR OTHER REMEDY (WHETHER LEGAL (INCLUDING, BUT NOT LIMITED TO, STATUTORY), EQUITABLE, INTERIM, OR FINAL) – WITH THE SOLE AND EXCLUSIVE EXCEPTION OF THE ALTERNATIVE REMEDIES SET FORTH ABOVE IN THIS SECTION 12 (AS WELL AS THE CORRECTION OF SHIPPING OR INVOICING ERRORS IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SECTION 9, ABOVE) – FOR ANY BREACH OF CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), NEGLIGENCE, OR OTHER UNLAWFUL OR INEQUITABLE CONDUCT, ACTION, FAILURE, OR OMISSION FOR WHICH TWN OR ANY SUCH OFFICER, DIRECTOR, EMPLOYEE, AGENT, SHAREHOLDER, OR REPRESENTATIVE IS LIABLE (DIRECTLY, VICARIOUSLY, OR OTHERWISE). TWN’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AND REPRESENTATIVES SHALL BE DEEMED INTENDED THIRD PARTY BENEFICIARIES OF THE TERMS AND CONDITIONS OF THIS SECTION 12.
13. Returned Goods
Goods sold to Customer may be returned only with TWN’s written permission. If such permission is granted, a Returned Material Authorization (RMA) will be issued through TWN customer service. All returns must be made with shipping and all other charges prepaid by the Customer and are subject to TWN inspection prior to acceptance. Customer shall incur a 15 percent restocking fee payable to TWN for any and all returns.
14. Resale Restrictions
Customer shall not resell or give away any water transfer printing film (that remains in film form and has not been used in any water transfer printing process) or materials purchased from TWN, unless Customer has TWN’s prior written consent to so act. The granting or refusal of such prior written consent is subject to TWN’s sole and absolute discretion.
16. Governing Law; Choice of Forum
This Agreement, all Purchase Orders accepted by TWN, and all matters directly or indirectly arising from or related to this Agreement or any Purchase Order, shall be governed by, and construed in accordance with, the laws of the State of Florida without regard to any law or principle that otherwise causes the application of any law(s) of any other state or other jurisdiction. Any suit, action, claim, cause of action, or complaint brought by either party (TWN or Customer) against the other party in enforcement of this Agreement or any Purchase Order accepted by TWN, or directly or indirectly arising from or related to this Agreement or any Purchase Order, shall be brought in a state or federal court of competent subject matter jurisdiction located in Miami-Dade County, Florida. Each party consents to the venue, and the personal jurisdiction over such party, of any such state or federal court located in Miami-Dade County, Florida, in any such suit, action, claim, cause of action, or complaint.
TWN shall be permitted at any time, or from time to time, to assign to any third party, any, some, or all of TWN’s rights and/or obligations under this Agreement. Customer shall not assign any of Customer’s rights or obligations under this Agreement without TWN’s prior written consent, the granting or refusal or which is subject to TWN’s sole and absolute discretion.
In the event that a court of competent jurisdiction determines that any term or condition of this Agreement is invalid or unenforceable, such term or condition shall be deemed limited in scope and effect to the minimum extent necessary to render it valid and enforceable. In the event no such limiting construction is possible, such invalid or unenforceable term or condition shall be deemed severed from the remainder of this Agreement without affecting the validity or enforceability of any other term or condition hereof.
19. Entire Agreement
This Agreement, together with any and all Purchase Orders accepted by TWN, contains the complete, entire, and exclusive statement of the terms and conditions of the parties’ agreement concerning its subject matter. This Agreement supersedes any and all prior or contemporaneous representations, warranties, promises, and/or agreements concerning all or any part of the subject matter hereof (with the exception of any and all Purchase Orders accepted by TWN prior to, or contemporaneous with, the parties’ entry into this Agreement, which are not so superseded), including, but not limited to, any other agreement titled “Terms and Conditions of Sale” that was previously signed by Customer and concerned all or any part of the subject matter hereof.
TWN may amend or modify this Agreement at any time, and from time to time, by notifying Customer of such amendment(s) or modification(s) in writing and via e-mail to the contact e-mail address(es) set forth for the Customer at Section 15 of this Agreement. Any amendment or modification of this Agreement shall be effective upon Customer’s submission of any Purchase Order after TWN has notified Customer of such amendment or modification (in accordance with the provisions of this Section 20), as submission of any Purchase Order by Customer after TWN has notified Customer of any amendment or modification of this Agreement shall constitute Customer’s acceptance of and agreement to such amendment or modification.
This document was last revised on 1/22/19.