TERMS & CONDITIONS
Prices: Prices in this price book are subject to change without notice and supersede all previous price books, lists and quotations. Possession of this price book is not to be construed as an offer to sell the products listed herein at the prices stated. Prices do not include installation, freight or taxes.
Payment
Order Minimum: An order for products for which prices aggregate less than $50 net will be billed at $50 net.
Terms of Payment: A 2% cash discount, on the amount of the invoice before any freight charges or applicable taxes, is allowed on invoices paid on or before the 30th day following the date of the invoice. All invoices not discounted are due net 60 days following the date of the invoice. All payments shall be made in U.S. Dollars. Service Fee: If payment is not timely, TOTO® shall be entitled, in addition to other legal rights and to the extent permissible by applicable law, to a service fee of 1-1/2% per month (18% per annum) on any unpaid balances to cover additional administrative costs of collecting such balances. Taxes: Prices are exclusive of any taxes. BUYER agrees to pay any applicable taxes, duty surcharges, fees or similar charges however imposed. Acceptance of Orders: All orders are subject to approval and acceptance by TOTO®. Orders will be accepted only upon the understanding that the terms and conditions herein shall be applicable. Unless TOTO® so agrees in writing, any terms and conditions appearing in BUYER’s order contrary to those stated herein are deemed waived by BUYER. After an order has been accepted, it may be modified or cancelled only upon the written agreement of TOTO®. Credit Approval. BUYER’s orders will be accepted subject to credit investigation and approval, and delivery may be withheld on accepted orders without any liability on the part of TOTO®, if, in its opinion, the BUYER’s ability to pay for the products on these terms and conditions is in doubt. Any remittance received from or for the account of BUYER may be accepted or applied by TOTO® against any indebtedness owing by BUYER, without prejudice to or the discharge of the remainder of such indebtedness, regardless of any condition, provision, or notation appearing on such remittance. After delivery, if TOTO® brings legal action to collect amounts due and owing by BUYER, BUYER agrees to pay for all attorneys’ fees and costs incurred by TOTO® in such action.
Shipment
Delivery: All shipment and freight terms are based on shipment within the continental United States, F.O.B. TOTO’s® warehouse. Delivery to the carrier shall constitute delivery to the BUYER, all products are shipped at BUYER’s risk. When specific shipping instructions are not provided by BUYER, TOTO® will use its discretion as to routing of shipment, based on the lowest rate medium of transportation. No freight allowances will be given on special express shipments without prior written consent of TOTO® . Partial Shipments: Unless otherwise specified, TOTO® may make partial shipments and each shipment shall be deemed a separate sale. BUYER shall accept and pay for each shipment regardless of any prior or subsequent failure to deliver any other shipment. Shipping Weights: Shipping weights are approximate, are shown for BUYER’s convenience only, and are not guaranteed. Acceptance: BUYER shall diligently inspect product upon arrival at specified destination and shall within 10 business days notify TOTO® as to any conditions which exist that prevent BUYER’s acceptance of product. Failure to notify TOTO® of any such conditions with 10 days of such arrival shall result in acceptance of the products by BUYER. Damage in Transit: All products are shipped at BUYER’s risk. TOTO’s® responsibility ceases upon the delivery of the products in good order to the carrier. Claims against the carrier are to be filed by the BUYER. Substitution: TOTO® reserves the right at any time to replace or substitute products and packaging provided such replacement or substitution will not result in additional cost to BUYER and will not adversely affect operational performance of products. Excusable Delay: TOTO® is not responsible or liable for any delays or any failure to perform due to unforeseen circumstances or causes beyond TOTO’s® control, when such delay or failure is due, directly or indirectly, to acts of God, war (including civil war), riots, embargoes, acts (whether sovereign or contractual) of civil or military authorities, acts of any government, major change in economic conditions, fires, floods, explosions, the elements, epidemics, quarantine restrictions, strikes, lockouts, plant shutdowns, slowdowns, accidents, shortages of energy, materials, component parts, labor, or delays of suppliers or subcontractors. In the event of an excusable delay, TOTO® conditions. shall promptly notify the BUYER of such delay and an equitable adjustment shall be made in delivery schedules and any other affected terms and conditions
Returned Products
Returned Products: Products can not be returned without the prior written approval of TOTO®. If products which are returned with TOTO’s® written approval are in TOTO’s® opinion salable, credit will be issued at the original net invoice price, less the actual cost of restocking, as determined by TOTO®, but in no event will the restocking fee be less than 25% of the original net invoice price. Returned product which is damaged, used, or otherwise not in salable condition, will not be eligible for credit.
General Terms & Conditions
Limitation of Liability: TOTO’s® liability for any and all claims of any kind, including negligence, for any loss or damage arising out of, connected with or resulting from TOTO’s® performance or breach of the terms hereof shall, in the aggregate, not exceed the purchase price of the particular product. IN NO EVENT SHALL TOTO® BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF PERFORMANCE OF OR FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, WHETHER OR NOT TOTO® HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. Severability: If any portion or provision of these terms applicable to any situation or circumstance is held invalid, the remainder of these terms or the remainder of such provision (as the case may be), and the application thereof to other situations or circumstances shall not be affected thereby. Waiver: Waiver by TOTO® of any breach of these provisions shall not be construed as a waiver of any other breach. Assignment: None of the BUYER’s rights under these terms shall be assigned or otherwise transferred by the BUYER to any other person, whether by operation of law or otherwise, without TOTO’s® prior written approval. Law and Arbitration: These terms are governed by the laws of the State of Georgia. Any controversy or claim arising out of or relating to these terms or the breach hereof shall be finally settled by arbitration in Clayton County, Georgia in accordance with the prevailing commercial rules of the American Arbitration Association, and the parties shall have the right to take depositions and obtain discovery regarding the subject matter of the arbitration as if the subject matter of the arbitration were pending in a civil action before a Superior Court of the State of Georgia. Pending decision by the arbitrator(s), the parties shall diligently proceed pursuant to the terms and conditions hereof. The award of the arbitrator(s) shall be final, binding and conclusive on the parties hereto and their successors and assigns. Judgment upon an arbitration award hereunder may be entered in any court having jurisdiction thereof or application may be made to any court for individual acceptance of the award or an order of enforcement, as the case may be. Entirety of Agreement: These terms are intended as a complete and exclusive statement of the terms and conditions of their agreement. No other terms and conditions, whether contained in BUYER’s purchase order, shipping release or elsewhere that are inconsistent with, additional to, or different from the terms and conditions herein shall be binding upon TOTO® unless specifically agreed to by TOTO® in writing. Assent: Receipt by BUYER of acceptance of the order or receipt of the products without prompt objection to the terms and conditions herein set forth, constitutes acceptance by BUYER of these terms and conditions.
Compliance
BUYER shall confirm that goods comply with any laws and regulations applicable to goods as respectively in the territory where goods would be used, by BUYER’s responsibility (Except USA, Canada, Mexico).