Terms and Conditions of Sale

“Products” means industrial thermal inkjet (TIJ) coding and marking equipment and related items sold by TPS, including without limitation Anser controllers and printheads, Odyssey ink cartridges and consumables, hardware, accessories, spare parts, and Software.

“Software” means any firmware, embedded software, application software, or related documentation supplied with or for use with the Products, whether developed by TPS or licensed from a third party.

“Order” means a purchase order or other written or electronic request submitted by Buyer to purchase Products.

“Manufacturer” means a third-party manufacturer of Products distributed by TPS, including ink and consumable manufacturers and equipment suppliers.

These Terms apply to and are incorporated into every quotation, Order acknowledgment, sale, and invoice between TPS and Buyer, and they prevail over any inconsistent terms. Acceptance of any Order is expressly conditioned on Buyer’s assent to these Terms.

TPS hereby objects to and rejects any additional, different, or conflicting terms contained in Buyer’s purchase order, acknowledgment, or other document, and any such terms are void and of no effect, whether or not they would materially alter these Terms. No course of dealing, course of performance, or usage of trade modifies these Terms. These Terms may be amended only by a writing signed by an authorized representative of TPS.

(a)Quotations are not offers and are not binding until TPS issues a written Order acknowledgment. Unless stated otherwise on the quotation, quotations are valid for thirty (30) days from the date issued and may be withdrawn or revised before acceptance.

(b)Prices are stated in U.S. Dollars and are exclusive of taxes, duties, freight, insurance, and handling unless expressly stated otherwise.

(c)Prices are based on costs in effect at the time of quotation. TPS may adjust prices to reflect changes in Manufacturer pricing, raw material or ink costs, surcharges, tariffs, or currency fluctuations occurring before shipment, on notice to Buyer. Buyer may cancel any affected, unshipped portion of an Order within five (5) business days of such notice.

(d)Quoted prices apply only to the quantities and configurations specified. Pricing for one Order does not establish pricing for future Orders.

(a)No Order is binding on TPS until accepted by TPS in writing (including by Order acknowledgment, invoice, or commencement of shipment).

(b)TPS may accept or decline any Order in whole or in part in its discretion, including where credit has not been approved or Products are unavailable.

(c)Minimum order values, lot quantities, or handling fees may apply and will be identified on the quotation or Order acknowledgment.

(d)Buyer is responsible for ensuring that the Products, configurations, ink chemistries, and quantities ordered are correct and suitable for Buyer’s intended substrates, equipment, and application (see Section 17).

(a)Standard payment terms for approved-credit accounts are net thirty (30) days from the date of invoice. Buyers without established credit must pay by prepayment, credit card, or wire transfer prior to shipment.

(b)Past-due amounts bear a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by law if lower, on the unpaid balance until paid.

(c)Buyer shall pay all costs of collection, including reasonable attorneys’ fees and court costs, on past-due amounts.

(d)All payments are due in full without setoff, deduction, or withholding. Buyer may not withhold payment of any amount due on account of any dispute, claim, or counterclaim.

(e)TPS may require advance payment, a deposit, or other adequate assurance of performance, and may suspend performance, withhold shipments, or shorten credit terms, if Buyer’s financial condition or payment history so warrants or if Buyer is in default.

(f)TPS retains a purchase-money security interest in all Products sold until the full purchase price (plus any finance charges) is received, and Buyer authorizes TPS to file financing statements to perfect that interest.

(a)Unless otherwise agreed in writing, all shipments are made F.O.B. Origin (TPS shipping point, Effingham, IL). Risk of loss and damage passes to Buyer upon delivery of the Products to the carrier.

(b)Title to Products (other than Software, which is licensed) passes to Buyer upon delivery to the carrier, subject to TPS’s retained security interest under Section 5(f).

(c)Shipping dates are estimates only. TPS is not liable for delays in delivery or for any resulting loss. TPS may make partial shipments and invoice them separately.

(d)TPS selects the carrier and routing unless Buyer specifies otherwise in writing and bears any added cost. Freight, insurance, special packaging, and handling are charged to Buyer unless quoted as included.

(e)Claims for shipping damage or loss in transit are between Buyer and the carrier; Buyer should inspect on receipt and note exceptions on the delivery receipt.

(a)Returns require a Return Material Authorization (“RMA”) issued by TPS in advance. Requests must be made within thirty (30) days of the invoice date. Products must be unused, in original packaging, and in resalable condition.

(b)Authorized returns of standard stock Products are subject to a restocking charge of twenty percent (20%), plus return freight, which is Buyer’s responsibility.

(c)The following are non-returnable: opened or used ink cartridges and consumables; Products sold as hazardous materials once opened; custom, special-order, or made-to-order items; Software and licenses; and Products that have been installed, modified, or are past their labeled shelf life.

(d)TPS is not responsible for returns sent without an RMA or received in damaged or non-resalable condition.

(a)Equipment and Hardware. TPS warrants that TPS-branded controllers, print heads (excluding normal wear, see (c)), and hardware will, under normal use and service, be free from defects in material and workmanship for twelve (12) months from the date of shipment.

(b)Ink and Consumables. TPS warrants that ink cartridges and consumables will conform to the applicable product specifications at the time of shipment and through the labeled shelf life when stored and handled in accordance with the product label and Safety Data Sheet (SDS). No warranty is made as to performance on any particular substrate, equipment, or application.

(c)Wear Items. Print heads, nozzles, filters, and similar components are consumable wear items. They are warranted only against defects in material and workmanship at the time of shipment and are not warranted against wear, clogging, or depletion in use.

(d)Third-Party / Manufacturer Products. For Products manufactured by others and distributed by TPS, TPS passes through to Buyer the applicable Manufacturer’s warranty to the extent transferable, and TPS’s own warranty obligations for such Products are limited accordingly. Software is warranted, if at all, solely per its accompanying license terms.

(e)Exclusive Remedy. Buyer’s sole and exclusive remedy for breach of warranty is, at TPS’s option, repair, replacement, or credit of the nonconforming Product, provided Buyer obtains an RMA and returns the Product within the warranty period. TPS is not responsible for labor, installation, removal, downtime, or freight unless agreed in writing.

(f)Exclusions. This warranty does not apply to damage or failure caused by misuse, abuse, accident, improper storage or handling, use outside specifications, use of non-approved inks or parts, unauthorized modification or repair, contamination, or normal wear.

(a)To the maximum extent permitted by law, TPS will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, lost production, downtime, or cost of substitute goods, arising out of or relating to the Products or these Terms, even if advised of the possibility of such damages.

(b)TPS’s total aggregate liability arising out of or relating to any Product or Order will not exceed the amount paid by Buyer to TPS for the specific Product giving rise to the claim.

(c)These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and are a fundamental basis of the bargain between the parties.

(e)Entire Agreement. These Terms, together with the applicable quotation, Order acknowledgment, and invoice, are the entire agreement between the parties regarding the sale of Products and supersede all prior or contemporaneous understandings.

(f)Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision is modified to the minimum extent necessary to be enforceable.

(g)Waiver. No waiver is effective unless in writing, and no waiver of one breach waives any other.

(h)Assignment. Buyer may not assign an Order or these Terms without TPS’s written consent. TPS may assign freely.

(i)Notices. Notices must be in writing and sent to the addresses on the quotation, Order acknowledgment, or invoice, or to TPS at the address below.

(j)No Third-Party Beneficiaries. These Terms are solely for the benefit of TPS and Buyer.

(k)Survival. Sections regarding payment, warranties and disclaimers, limitation of liability, indemnification, intellectual property, confidentiality, governing law, and dispute resolution survive completion or termination of any Order.

(l)Headings. Headings are for convenience only and do not affect interpretation.