Terms & Conditions
The following are the terms and conditions (“Terms”) that govern the sale of products (“Products”) by Treetop Technical Products (“Treetop Tech”) to Treetop Tech’s customers (“Customer”). Treetop Tech reserves the right to amend these Terms and Conditions at any time.
- ORDERS.
All orders are subject to written acceptance by a duly authorized agent of Treetop Tech. Any sale by Treetop Tech to Customer is expressly made conditional on Customer’s agreement to these Terms. All other terms listed on the Customer’s purchase order, invoices, confirmations, or other Customer generated documents shall not be applicable to orders unless agreed upon in writing by an authorized agent of Treetop Tech.
- PRICES.
Orders are billed at the prices in effect at the time of shipment. The online catalog reflects the pricing information available at the time of publication. Prices are subject to change at any time without notice. If prices are not available online, they will be provided by Treetop Tech to Customer in writing and will be applicable for the period specified in Treetop Tech’s quote. If no period is specified, quoted prices will be applicable for thirty (30) days. Prices are for Products only and do not reflect taxes, shipping charges, freight, duties, and other charges or fees.
- TERMS OF PAYMENT.
If Treetop Tech has not granted credit to Customer, payment terms are payment in advance, cash on delivery (COD), or credit card. If order total is greater than $500, certified funds (certified check, money order or cashier’s check) must be used for payment.
If credit has been granted by Treetop Tech to customer, payment is net 15 days from date of invoice.
Treetop Tech reserves the right to change at any time the terms of Customer’s credit or require advance payment or payment by official bank check. If Treetop Tech reasonably believes that Customer’s ability to make payments is impaired, Treetop Tech may cancel any order or remaining balance thereof, and Customer will remain liable to pay Treetop Tech for Products already shipped.
If Customer fails to make payment when due, without prejudice to any other right or remedy, (i) overdue sums will bear interest to date of payment at the annual rate of 18% or such lower rate as may be the maximum permitted by law; and (ii) Treetop Tech will be entitled to reimbursement for all costs of collection and attorneys’ fees.
Treetop Tech accepts payments by MasterCard, Visa, American Express and Discover, which may be subject to a transaction fee.
- DELIVERY AND TITLE.
All shipments by Treetop Tech are F.O.B. point of shipment from Treetop Tech’s facility and the amount of all transportation charges will be paid to Treetop Tech by the Customer in addition to the purchase price of Products. Delivery of Products to the carrier will constitute delivery to Customer, thereby transferring title and risk of loss to Customer. Treetop Tech will aim to initiate shipment and schedule delivery of Products as close as possible to Customer’s requested delivery date(s). Treetop Tech’s delivery dates are estimates only. Treetop Tech is not liable for delays in delivery. Treetop Tech reserves the right to deliver orders in installments. Customer will accept delivery of installments and pay for the Products delivered. If an order has been partially received, a delayed delivery of remaining installments does not entitle Customer to cancel other deliveries.
- CANCELLATIONS, RETURNS.
Customer may cancel an order for standard products provided the order is scheduled for shipment by Treetop Tech more than 90 days after Treetop Tech receives written notice of cancellation from Customer. Customer may only reschedule an order if accepted by Treetop Tech at its sole discretion. Orders may not be cancelled or rescheduled after delivery by Treetop Tech to the carrier. Customer may not cancel orders for non-standard products, including, but not limited to, value-added products, opened software, and products otherwise identified as non-cancelable and non-returnable (“NCNR”). Customer may be subject to a cancellation and/or restocking fee upon cancellation of an order.
Customer is deemed to have accepted the Products unless written notice of rejection is received three days after delivery. Returns will not be granted for damage, shortage, or other discrepancy created by Customer, carrier, or any other third party.
Treetop Tech accepts merchandise returns subject to the terms outlined below.
a. Treetop will notify Customer at time of order placement whether any Product order is NCNR. Products identified as NCNR may not be returned.
b. Treetop Tech will accept Product returns within 30 days of the date of delivery to Customer.
c. Authorization must be obtained from Treetop Tech prior to returning any Product by submitting a return material authorization (RMA) request to Treetop Tech’s customer service unit. Requests may require up to one business day to be processed.
d. If approved, Treetop Tech will issue Customer an RMA number. No return of Product will be accepted without an RMA number on each carton or enclosed inside carton on a written document.
e. Return freight charges must be prepaid by Customer.
f. Returned Product must be in original cartons with manufacturer’s original packaging and labeling.
g. Products must be in re-sellable condition.
h. Treetop Tech will not be responsible for returned Product that is lost or damaged in transit to its facility.
- LIMITED WARRANTY.
Treetop Tech agrees to transfer to Customer whatever transferable warranties Treetop Tech receives from the manufacturer of the Products. Treetop Tech makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, TREETOP TECH MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE RESPECTING INFRIENGEMENT.
- LIMITATION OF LIABILITIES.
CUSTOMER SHALL NOT BE ENTITLED TO, AND TREETOP TECH SHALL NOT BE LIABLE FOR, UNDER ANY EVENT, ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING, BUT LIMITED TO, LOSS OF PROFIT OR REVENUE, RECALL COSTS, MANUFACTURING EXPENSES, OVERHEADS, REWORK, BUSINESS INTERRUPTION COSTS, LOSS OF DATA, LOSS OF USE, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION, LOSS OF CUSTOMERS, PROPERTY DAMAGE, PERSONAL INJURY OR LEGAL EXPENSES. CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD TREETOP TECH HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY TREETOP TECH AND INCORPORATED INTO THE CUSTOMER’S PRODUCT.
- PUBLISHED INFORMATION.
Product information, including a Product’s specifications and features, is provided by Treetop Tech on an “as-is” basis without warranty of any kind. Treetop Tech makes no representation, express or implied, as to the accuracy or completeness of the Product information, and DISCALIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. Treetop Tech advises Customer validate any Product information before using or acting on such information. All Product information is subject to change without prior notice. Treetop Tech is not responsible for typographical or other errors or omissions in Product information.
- LIMITATIONS OF USE.
Products sold by Treetop Tech are not authorized for use in life support, life sustaining, human implantable, nuclear facilities, or for applications in which the failure or malfunction of such Products could result in personal injury, loss of life or catastrophic property damage. Any such use of Products sold by Treetop Tech is at the sole risk of Customer, and Customer agrees to indemnify and defend Treetop Tech against and hold Treetop Tech harmless from all damages, costs, and expenses, including without limitation attorney fees and costs relating to any lawsuit or threatened lawsuit, arising out of such use or sale.
- STATEMENTS AND ADVICE.
Any statements or advice offered or given to Customer by Treetop Tech will be deemed as an accommodation to Customer and without charge. Treetop Tech will have no responsibilities or liabilities whatsoever for the content or use of such statements or advice.
- FORCE MAJEURE.
Treetop Tech will not be liable for delays in delivery or failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, acts of God, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fire, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. Treetop Tech will have the option to delay delivery or to cancel any order without liability by giving notice to Customer.
- EXPORT CONTROLS.
Treetop Tech is committed to compliance with all U.S. Export Regulations and Laws. Treetop Tech will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). Treetop Tech will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. Treetop Tech will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). Treetop Tech will not seek export licenses pursuant to Export Administration Regulations. Furthermore, Treetop Tech prohibits the re-export, brokering or transshipment of its products to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
- INTELLECTUAL PROPERTY.
If Product delivered to Customer includes software or other intellectual property, such software or other intellectual property is provided by Treetop Tech to Customer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Unopened software may be returned for credit. Opened software may not be returned unless defective.
- GENERAL.
a. These Terms shall be governed, construed, and enforced in accordance with the internal laws (excluding the laws relating to conflicts) of the Commonwealth of Massachusetts. The courts of the Commonwealth of Massachusetts shall have jurisdiction and venue over all controversies arising out of, or relating to, these Terms. The United Nations Convention for the International Sale of Goods shall not apply.
b. These Terms may not be modified or cancelled without written agreement signed by Treetop Tech and Customer. Accordingly, all Products furnished by Treetop are sold only on the Terms stated herein.
c. Treetop Tech and Customer are independent contractors and agree that these Terms do not establish a joint venture, agency relationship, or partnership.
d. Treetop Tech’s failure to object to any document, communication, or act of Customer will not be deemed a waiver these Terms.
e. Customer and Treetop Tech will comply with applicable laws and regulations.
f. Any electronic signatures that are used by Treetop Tech and Customer will be legally valid, effective, and enforceable.
g. If any of these Terms are unenforceable, the remainder of the Terms will not be affected.