Tenacore Holdings, Inc. Standard Terms & Conditions Of Sale

This document contains the terms and conditions that apply to Customer’s purchases of Products (Tenacore Holdings Products) from Tenacore Holdings, Inc. (“Seller”). Acceptance of Customer’s order is based on these terms and conditions of sale applying. By accepting delivery of products from Seller, Customer agrees to be bound and to accept these terms and conditions. These terms and conditions shall apply unless Customer and Seller have signed a separate purchase agreement with different terms and conditions which expressly control.

  • Terms of Sale. Payment terms are net 30 days from invoice date with approved credit. If credit has not been established with Seller, terms may be designated as payment in advance. Seller reserves the right at any time and for any reason to require payment in advance, or otherwise to modify, suspend, or terminate any credit terms previously extended to Customer. Seller shall be entitled to refuse or delay shipments for failure by Customer to pay within terms any payments due Seller, whether on this or any other contract between Seller and Customer. All shipments are F.O.B. shipping point. The full purchase price shall be invoiced upon delivery to a common carrier. A service charge of 1.5% of the past due balance per month, or the maximum permitted by law, whichever is less, may be added to delinquent accounts. In the event that it becomes necessary for Seller to incur collection costs or institute a suit to collect any amount due and payable, Customer agrees to pay such additional collection costs, charges, and expenses, including attorney’s fees if the account is placed in the hands of an attorney or agency for collection. Prices are subject to change without notice. Payments should be made according to the instructions on the face of the invoice, based on the form of payment described below.
  • Forms of Payment. Acceptable forms of payment include check, money order, wire transfer, SWIFT transfer, VISA, MasterCard, or American Express, all in United States of America currency only (USD).
  • Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on the invoice(s). Unless customer provides Seller with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Seller’s acceptance of the order, Customer is responsible for sales and all other taxes associated with the order. If applicable, a separate charge for taxes will be shown on the invoice.
  • Title; Risk of Loss. Title to products and risk of loss passes from Seller to Customer upon shipment from Seller’s facilities and delivery of product to a common carrier.
  • Claims for Omitted or Damaged Goods. Any claims by Customer for omission of products in the shipped goods, shortages of product, or damaged goods in a shipment are waived by Customer unless Customer provides notice to Seller within 10 days after Customer’s receipt of shipment.
  • Limited Warranty. Seller warrants that Product will be free from defects in material and workmanship for a period of time stated on the Product documentation (warranty periods vary between product types) from the date of shipment from Seller to the initial purchaser. This warranty is valid only if Product is stored, used and maintained in accordance with the instructions included in the user guide and service manual. Failures or defects caused, directly or indirectly, by failure to follow instructions, use other than that for which Product was designed, misuse, neglect, alteration of Product or components thereof, Acts of war or of God are not covered by this warranty. Should Product fail during the term of the warranty, Customer shall contact TENACORE at 1-800-297-2241, or via email to customerservice@tenacore.com. A Return Goods Authorization (RGA) number will be assigned. DO NOT RETURN PRODUCT WITHOUT FIRST OBTAINING THE RGA NUMBER. Clearly mark the RGA number on the outside of the package and include a copy of the RGA inside the package. Ship the prepaid package to TENACORE in accordance with the RGA instructions. The decision to repair or replace Product shall be at Seller’s sole discretion. Seller warrants that the supplies or services furnished under the Purchase Order are of merchandise quality and suitable for its intended use or purpose. Seller further agrees that the rights and remedies provided herein are in addition to, and do not limit, any rights afforded to Seller.
  • Storage and Abandoned Property Notice. Customers must provide Purchase Orders for their serviced equipment immediately upon service completion. Equipment left at Tenacore by Customer for more than 30 days from completion date are subject to storage fees. Tenacore reserves the right to discard unclaimed property after 60 days from completion date. An express technician’s lien is acknowledged on the property to secure the amount of repairs thereto. Equipment left at Tenacore will be considered our property for failure to pay charges after 60 days from completion date.
  • Indemnification. Seller shall defend or settle any claim, suit, or action against Customer based on an allegation that any Product purchased by Customer from Seller infringes any third party’s U.S. patent or copyright; provided, that Customer has made no modification or alterations to the product and that Customer gives Seller prompt written notice of any claim or suit, sole authority to defend or settle as it sees fit, and full cooperation. Seller may, at its sole option and expense (i) procure for Customer the right to continue using the product (ii) modify the product so that it is non-infringing (iii) procure a replacement product that has substantially the same functionality, or if none of the above options is reasonably available (iv) refund to customer the purchase price originally paid less a use credit for the period of use.
  • Seller has no liability for any claim, suit or action based in whole or in part upon or arising out of compliance with Customer’s designs, specifications or instructions, or modifications. This section states Seller’s entire liability and Customer’s exclusive remedy with respect to any claim, suit, or action alleging infringement of any third party patent or copyright.
  • Return Policy. Customer is required to notify Seller within 48 hours of receipt of shipment if the order arrived damaged. Defective or damaged Products may be repaired or exchanged at the Seller’s discretion for the same or equivalent model only. Seller will issue a return shipment label to Customer to cover the expense of shipment. Upon receipt of the returned Product, the Seller will inspect the Product and issue a replacement. Refunds will not be issued for damaged merchandise. Misuse or misapplication of Products is beyond our control and will void any warranty. If Product is malfunctioning Customer must contact Seller within 10 days of receipt of delivery.
  • Returns/Exchanges. Customer may return or exchange most Products for a credit or a refund (minus a 15% restocking fee) within 20 days of receipt of delivery. See Articles 9.1 and 9.2 for options to avoid the restocking fee.
  • Return Product for a credit toward a future purchase from Seller of equal or greater value. Shipping charges do not qualify for credit.
  • Exchange Product for another of equal or greater value. Customer will be responsible for all shipping fees involved, as well as any difference in cost between the returned product and the replacement product chosen. See Articles 9.2.1 through 9.2.9 for exchange instructions and guidelines.
  • To exchange a Product, order the replacement Product(s) and return the original Product(s) in unused condition. Once Seller receives the Product(s) for exchange, Seller will ship the replacement Product(s).
  • To qualify for a refund, ALL Products must be returned in their original condition, including the original packaging and containers, documentation, warranty cards, manuals, all accessories and must be suitable for immediate resale. Do not mark or deface original manufacturer containers in any manner. Seller is unable to accept returns if packaging is opened, not in its original condition, is damaged, or returned more than 20 days after receipt of delivery.
  • Seller does not refund original shipping and handling charges unless an error occurred when shipping the original order. If return is the result of the Seller’s error, Seller will cover the shipping charges for the returned Product.
  • If original order was returned to Seller (i.e. Undeliverable), Customer shipping charges will not be refunded and Customer will incur a 15% restocking fee.
  • To return an item, contact TENACORE at 1-800-297-2241 and TENACORE will issue a RGA number with further instructions for the return.
  • No returns will be accepted without an RGA number.
  • Please allow 3-4 business days for processing return once it is received.
  • Please note that it may take up to 14 days to complete the entire return/refund process.
  • If any of the above conditions are not met, Seller reserves the right to refuse the return or exchange.
  • Governing Law. This agreement and any sales hereunder shall be governed by the laws of the State of California. The United Nations Convention on Contracts for the International Sales of goods shall not apply. Customer agrees to comply with all applicable laws and regulations of the various states and of the United States. Seller has separate terms and conditions governing resales and transactions outside the United States. Customer agrees to comply with all United States laws concerning export or re-export of products and related technology and documentation.
  • Disputes. The parties agree that the courts of the State of California shall have exclusive jurisdiction over any claim, dispute or controversy (whether in contract, tort or otherwise) against Seller, its agents, employees, successors, assigns or affiliates arising out of or relating to this document, Seller’s Products advertising, or related purchase. Customer agrees to appear in any such action and hereby consents to the jurisdiction of such court.
  • Force Majeure. Seller shall not be liable for any damages or penalty for delay in delivery or for any other failure to perform in accordance with the terms and conditions hereof if such delay or failure to perform is due in whole or in part to factors beyond Seller’s reasonable control, including, but not limited to, delay in transportation or delay in delivery by Seller’s vendors.
  • Export Restrictions. Customer agrees to comply with all applicable United States export control laws and regulations concerning export and re-export of Products, technology and documentation, including without limitation, the laws and regulations administered by the United States Department of Commerce and the United States Department of State.
  • Severability. Any waiver of or modification to the terms of this Agreement will not be effective unless executed in writing and signed by Seller. If any provision of these terms and conditions are held to be unenforceable, in whole or in part, such holding shall not affect the validity of the other provisions of this document (In the event of any inconsistency between these terms and conditions and any other related agreements between Customer and Seller, the terms of this document shall prevail unless any other agreements are signed by both parties and state its/their terms and conditions control).
  • Limitation of Liability. EXCEPT FOR ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, TENACORE, AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS INCLUDING ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A TENACORE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. IN ANY EVENT, TENACORE’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE EQUIPMENT, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.
  • Restrictions. No Reverse Engineering. You will not reverse engineer any equipment sold under this agreement.
  • Entire Agreement. The terms and conditions set forth herein constitute the entire agreement between Seller and Customer. Seller’s offer to sell is expressly limited to the terms stated herein. Seller shall not be bound by any terms of the Customer’s order which add to, modify, or are in any way different from the terms set forth in this document. If any provision of this agreement is found unenforceable, only that provision, interpreted as narrowly as possible, will be held unenforceable and the rest of this agreement will remain valid and enforceable according to its terms.

Inquiries or questions relative to invoices for Tenacore Holdings, Inc. Products should be directed to the

Accounting department at (800)297-2241; Fax: (714)549-7835, email: shirley.carlisle@tenacore.com.