Terms and Conditions

In addition to the terms and conditions set forth in any subsequently executed sales agreement or similar document, all purchases made by Applicant shall be subject to the following Terms and Conditions in their entirety.

1. Tesla Industries, Inc. (“Tesla”) reserves complete discretion concerning all extensions of credit and shall have the right at any times to refuse to extend credit to Applicant or change credit limit without notice. Goods sold hereunder are shipped FOB point of shipment, title to goods sold pursuant to this agreement passes to Buyer upon delivery by Tesla Industries to carrier, at which time risk of loss or damage passes to Buyer. The carrier, even if chosen by Tesla for Buyer, shall be deemed Buyer’s carrier. All shipping & handling charges will be prepaid and added to invoices unless otherwise specified. No Handling charges will be assessed on return orders, no charge samples, customer pick up, or items shipped by Tesla to Buyer freight collect.
2. No warranty is made by Tesla relating to the quality of materials provided by it to Applicant other than as set forth in Tesla’s Certificate of Limited Two Year Warranty.
3. Applicant acknowledges that shipping dates stated by Tesla are only estimates and do not represent a set time for performance. Time will not be of the essence unless Tesla agrees in writing to that effect.
4. Applicant acknowledges and agrees that all purchases made by it shall be paid for in accordance with such payment terms as may from time to time be established by Tesla. Any invoice not paid in full within the terms stated can invoice will be subject to a finance charge of one and one-half percent (1-1/2%) per month. Unless otherwise expressly indicated on the reverse side hereof, all prices are exclusive and federal, state and local excise, sales, use and similar taxes. Such taxes, when applicable to this sale or to the articles sold, will appear as separate additional items on the invoice, or in lieu thereof the Buyer shall provide Tesla with a properly executed tax-exemption certificate acceptable to the taxing authorities prior to delivery.
5. Applicant hereby grants to Tesla a security interest in all materials sold by Tesla to Applicant, on open book account or pursuant to written or oral contract, to secure the prompt and full payment of any and all amounts now or at any time hereafter owing by Applicant to Tesla. So long as any balance remains owing from Applicant, Tesla shall have all rights of an unpaid secured creditor under the Uniform Commercial Code and all other rights and remedies available at law or in equity.
6. The Credit Application and any subsequent contract of sale between Tesla and Applicant shall be deemed to have been entered into at the home office of Tesla in New Castle, New Castle County, Delaware. Applicant acknowledges and consents to the exercise of jurisdiction by the Courts of the State of Delaware. Applicant further agrees that venue for any lawsuit brought by Applicant, its successors or assigns, against Tesla for whatever reason, shall lie exclusively in the Court of the State of Delaware.
7. In the event that Applicant’s account is referred to an attorney or collection agent for collection. Applicant agrees that Tesla Industries, Inc. shall be entitled to collect, in addition to principal and accrued finance charges, an attorney’s fee of twenty-five percent (25%) thereof and/or collection fees and court costs.
8. This Credit Application and any transaction pursuant thereto shall be governed by and construed in accordance with the laws of the State of Delaware.
9. Applicant agrees to provide Tesla Industries, Inc. with written notice of any change in Applicant’s name, address, ownership or form of business entity.
10. Applicant hereby authorizes Tesla to contact any bank, credit or trade reference to verify the Applicants credit standing and/or assets and hereby authorizes those parties to release all pertinent information to Tesla.
11. RETURN OF MERCHANDISE
1. All Sales of merchandise are final and cannot be returned without the express and written authorization of TESLA given in advance. Return Authorization-Only merchandise which has been authorized for return by TESLA with a Return Material Order (RMO) number will be accepted for the consideration of issuance of appropriate credit or replacement.
2. Return Due to Error – Should an error occur due to TESLA’s personnel misinterpretation, entering or filing of the CUSTOMER order, the merchandise is returnable for full replacement or full credit, providing the merchandise is in good condition and the error is reported promptly.
3. Return for Warranty Evaluation – All TESLA products returned for warranty consideration must have return authorization (see a) and must be shipped prepaid to TESLA. TESLA will process all returns within a reasonable time and advise the CUSTOMER of the evaluation. Warranty consideration will follow TESLA’s written warranty for TESLA Products prevailing at the time such product was purchased. All products found to be defective within the terms of the warranty will be repaired or replaced and returned to the CUSTOMER via surface freight prepaid by TESLA.
4. Return For Other Than Error – If the CUSTOMER desires to return merchandise for any reason other than TESLA’s error or warranty consideration, such returns are acceptable provided: (1) A RMO has been obtained (see a) and the product is shipped prepaid To TESLA; (2) The merchandise is in its original containers and is in good salable condition. Because salability is influenced by so many factors such as product improvements, specification details, etc., TESLA reserves the right to judge salability; and (3) A minimum restocking charge of twenty percent (20%) will be imposed on returned goods. Older goods, discontinued goods or custom goods may have little or no value. Transportation charges for authorized returned goods must be prepaid by the Account. Merchandise specifically fabricated or produced for the CUSTOMER is not returnable.
12. Prices and Payment
    All orders are on a prepaid payment basis, unless Tesla approves a Credit Application. Upon Tesla extending credit at its discretion, then all invoices are due to and payable 30 days from the date of the invoice. All overdue amounts are subject to a monthly service charge equal to the less of (i) 1 ½ or (ii) the maximum rate then permitted by law. Unless otherwise agreed upon in writing by both parties, the applicable prices and condition of payment for orders for TESLA Products place by the CUSTOMER shall be as set forth in the TESLA PRICE LIST for CUSTOMERS as modified by TESLA from time to time and notified in writing to the CUSTOMER. TESLA may increase its prices at any time by providing the CUSTOMER with at least thirty (30) days prior written notice. Increased prices shall not apply to the orders accepted by TESLA prior to the effective date of the price increase, except in the extent that such orders provide for delver more than ninety (90) days after the date of TESLA’s receipt of the order.
13. Cancelled Orders
    Orders placed but cancelled before the order has been processed are subject to a minimum $100 fee, and may be subject to a maximum 10% cancellation fee. Processing of an order is typically accomplished in the maximum of two working days. Orders place but cancelled AFTER the order has been processed and sent to Engineering or Manufacturing will be subject to a minimum 10% cancellation fee ($100 minimum assuming manufacturing has not commenced and no detailed engineering or special parts have been ordered. Additional fees may be charged depending upton the level of completion of detailed engineering and/or if any special parts have been ordered. Orders placed for prize list items but canceled AFTER either manufacturing  has commenced or engineering is completed are subject to a minimum 20% cancellation fee (minimum $150 ), provided the items can reasonably be expected to be sold within 6 months. Additional fees may be charged depending on the order completion stage and the reusability of the materials for the items in the order.
14. Changes to an Order
    Additions to an order may be made at no charge prior to the processing of an order. Processing of an order is typically accomplished in two working days. Deletions or changes after and order has been processed are subject to a $50 minimum handling fee. Changes may cause additional charges and my increase time required to ship an order.
15. General Conditions
    TESLA reserves the right, in its sole discretion and without incurring any liability to the CUSTOMER, to: Alter the specifications of any TESLA Product; Discontinue the manufacture of any TESLA Product; Discontinue the development of any new products, whether or not such product has been announced publically, or; Commence the manufacture and sale of new products having features which make any TESLA Product wholly or partially obsolete, whether or not the CUSTOMER IS granted any distribution rights in respect of such new products. Notwithstanding the above, TESLA shall use reasonable efforts to provide the CUSTOMER with prompt written notice of such decisions and shall fill accepted orders from the CUSTOMER for any such altered or discontinued TESLA Products.  TESLA shall maintain the capability to provide the CUSTOMER with spare parts on a functionally equivalent basis, for a period of five(5) years after the date on wich TESLA discontinued manufacturing the TESLA Product to which the parts relate, or for a period of five (5) years after the last delivery date of a TESLA Product to the CUSTOMER, whichever occurs first.
16. Compliance with Local Laws
    TESLA shall be solely responsible for the compliance with all local applicable laws and regulations as so the design, manufacturing, testing, warranty and/or repair of TESLA Products. TESLA shall be solely responsible for any losses, damages, penalties and expenses resulting from failure to comply therewith.
    As to sales of TESLA products by CUSTOMER, CUSTOMER shall be solely responsible for compliance with all applicable laws and regulations relating and/or pertaining to selling and shall be solely responsible for any losses, damages, penalties and expenses resulting from failure to comply therewith.
17. Government Contracts
    When the products ordered herein are intended for use under a Government contract, there is incorporated as part of the terms and conditions of the Acknowledgement, in addition to the foregoing, all applicable provisions required by said contract or by Federal laws, Executive orders, or regulations to be included in contract for products of the type called for herein. In the event of inconsistencies between TESLA’s general term and conditions and those applicable under government contracts, the latter will prevail.

Electrical and mechanical specifications shown in our catalogs are current at the time of printing. Because product improvements are made from time to time, we suggest you contact TESLA for the latest guaranteed specifications.

 

PARTS DISCLAIMER

THERE IS NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND; AND ANY WARRANTY, EXPRESS OR IMPLIED IS HEREBY EXCLUDED AND DISCLAIMED INCLUDING THE IMPLIED WARRANTIES OR MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.

IT IS UNDERSTOOD AND AGREED THAT SELLER’S LIABILITY AND PURCHASER’S SOLE REMEDY, WHETHER IN CONTRACT, UNDER ANY WARRANTY, IN TORT (INCLUDING NEGLIGENCE), IN STRICT LIABILITY OR OTHERWISE SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY PURCHASER, AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, COST OF RENTING REPLACEMENTS AND OTHER ADDITIONAL EXPENSES , EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PRICE STATED FOR THE EQUIPMENT IS A CONSIDERATION IN LIMITING SELLER’S LIABILITY AND PURCHASER’S REMEDY. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

SELLER WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES AS A RESULT OF PURCHASER’S NEGLIGENCE, WHETHER DEEMED ACTIVE OR PASSIVE AND WHETHER OR NOT ANY SUCH NEGLIGENCE IS THE SOLE CAUSE OF ANY SUCH DAMAGE, LOSS OR EXPENSE.