Terms & Conditions

1. Parties.

All references in this document to “Seller” include TBP Converting, TBP Construction Products and/or any parent, subsidiary or affiliate of TB Philly, Inc. All references in this document to “Buyer” include all parent(s), subsidiaries and affiliates of the entity placing the order. Buyer and Seller may be referred to individually as a “Party” and collectively as the “Parties”.

2. General.

These Terms govern all sales to Buyer and shall take precedence over any additional or inconsistent terms included in Buyer’s purchase order or other documents. Seller expressly rejects any additional or different terms and conditions that modify or alter these Terms unless specifically accepted in writing by Seller’s authorized representative. These Terms are binding upon the Parties, as well as their successors and permitted assigns.

Seller’s shipment of goods, fabrication of material, or provision of services (collectively referred to as “Goods”) following receipt of Buyer’s purchase order or documents containing additional, conflicting, or inconsistent terms shall not constitute a modification or alteration of these Terms. All agreements, notices, disclosures, and other communications provided electronically by Seller shall satisfy any legal requirement for written communication.

No representations, promises, inducements, or agreements, whether oral or written, that are not expressly contained herein have been made by Seller or anyone acting on Seller’s behalf. Any prior agreements, negotiations, or representations between the Parties are superseded by these Terms, and Buyer acknowledges and agrees that it has not relied on any such representations or promises not contained herein.

Seller reserves the right to accept or reject any order from Buyer. Additionally, all product information provided on Seller’s website, literature, or other marketing materials is supplied by the applicable manufacturer and/or supplier and shall not be construed as a representation, warranty, or claim of Seller.

3. Liability Limitations

Seller shall not be liable, to the extent not prohibited by applicable law, whether arising from indemnity, contract, warranty, tort (including negligence), strict liability, or otherwise, and whether directly or indirectly resulting from the performance or breach of these Terms, for:

(a) any incidental, indirect, punitive, special, consequential, or similar damages (including, but not limited to, loss of use, lost profits, attorneys’ fees, or delay damages), even if such damages were foreseeable or resulted from Seller’s breach of this Agreement;

(b) any claim that properly lies against a manufacturer; or

(c) any amount exceeding the total paid to Seller for the goods that are the subject of such claim(s).

Additionally, all claims must be brought within one (1) year from the date the cause of action accrues.

4. Indemnification

Buyer shall indemnify, defend, and hold harmless Seller, along with its officers, directors, employees, and agents, from and against all liabilities, damages, and costs (including attorneys’ and accountants’ fees and expenses) arising from or relating to: (a) any third-party claim, complaint, or judgment connected to Buyer’s use of any Goods furnished under these Terms; (b) any negligent, intentional, or tortious act or omission by Buyer; or (c) any breach of these Terms by Buyer, including claims brought by Buyer’s own employees.

5. Force Majeure

If a Force Majeure Event occurs, the following provisions shall apply: (a) the time for Seller’s performance shall be reasonably extended, and all affected dates shall be adjusted accordingly; (b) the purchase price shall be adjusted to reflect any increased costs incurred by Seller as a result of the Force Majeure Event; and (c) Buyer shall not be entitled to any other remedy. Seller shall not be liable for delay or default in delivery caused by any event beyond Seller’s reasonable control, including, but not limited to, acts of God, governmental actions, strikes or other labor disputes, fire, damage or destruction of Goods, wars (declared or undeclared), acts of terrorism, manufacturers’ shortages, and issues with the availability or timeliness of transportation, materials, fuels, or supplies (each referred to as a “Force Majeure Event”).

6. Prices

Prices provided by Seller’s quotes and agents are subject to change without prior notice. Unless otherwise specified in writing by Seller, all quoted prices expire and become invalid if not accepted within ten (10) calendar days from the issue date. Seller is not responsible for any clerical or mathematical errors. Quoted prices do not include sales, excise, or other governmental taxes or charges owed by Seller to federal, state, or local authorities. Any applicable taxes on sales or shipments will be added to the purchase price, and Buyer must either reimburse Seller for these taxes or provide a valid tax exemption certificate. All pricing and related terms shared with Buyer must remain confidential, except when disclosure is required by law.

7. Warranty
Seller acts as a reseller of Goods and processes certain pre-made materials. As such, Seller does not provide any warranty for the Goods supplied under this agreement. However, Seller will pass through to Buyer any transferable standard warranties provided by the manufacturer for the Goods purchased.

Except as specifically stated herein, Seller makes no warranty, express or implied, and provides no affirmation of fact or description with respect to the Goods. Buyer, and any parties claiming through Buyer (collectively, “Claimant”), must seek recourse exclusively from the applicable manufacturer(s) for any defects or failures in the Goods. This shall be the sole remedy available to Claimant for defective Goods, regardless of whether the claim is based on contract, tort, strict liability, negligence, or any statute. The singular exception to this stated written above, is if there has been a negotiated and agreed upon warranty that is signed and authorized by both parties.

Buyer is responsible for communicating these terms to any subsequent buyers or users of the Goods. Seller expressly excludes and disclaims all other warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement of intellectual property rights.

Seller assumes no responsibility for the installation, use, misuse, alteration, or modification of the Goods, nor for Seller’s interpretation of any plans or specifications provided by Buyer. Additionally, Seller does not certify or guarantee that the Goods comply with any statutes, laws, codes, ordinances, or regulations.

8. Freight

Shipments delivered in Seller’s own vehicles shall be delivered F.O.B. to Buyer’s designated delivery site. For all other deliveries, the F.O.B. point shall be Seller’s store or warehouse, and Buyer shall bear all responsibility and costs for shipping and delivery beyond that point unless a specific shipping arrangement has been agreed upon between both parties.

Title and risk of loss transfer to Buyer at the applicable F.O.B. point. Any claims for shortages or for loss or damage to Goods for which Seller bears the risk of loss must be made in writing within three (3) business days of receipt of the shipment. The written notice must fully describe the alleged shortage or damage, or such claims shall be waived.

Seller reserves the right to make partial shipments at its discretion.

9. Payment

Unless otherwise agreed in writing, payment terms are net 30 days from the invoice date and must be made in U.S. dollars. All orders are subject to Seller’s ongoing approval of Buyer’s credit. At Seller’s sole discretion, performance may be suspended or canceled, or alternative payment terms may be required, such as payment in advance of shipment. For specially manufactured Goods, Seller may also require an advance deposit of up to 100% of the selling price.

Payments must be made by check, money order, ACH/EFT, or another form of tender explicitly approved by Seller in writing. Seller will not accept payments for credit accounts via credit card or other fee-bearing payment methods. Additionally, Buyer shall reimburse Seller for any third-party transaction fees incurred to process payments. Seller reserves the right to apply Buyer’s payment to any open charges at its discretion.

Any charges not received within forty-five (45) days are subject to a late charge of 1½% per month or fraction thereof. Should you default on any payment required by these terms, we may at our option; cancel any unfilled portion of any outstanding order, and at our option, all sums then outstanding shall become immediately due and payable. In the event it becomes necessary to refer this account for collection, you agree to pay all costs, including court costs and reasonable attorney’s fees

Seller expressly reserves the right to file liens in the ordinary course of business under applicable law and disclaims any obligation to waive lien rights upon Buyer’s request.

10. Changes and Returns

Any changes to product specifications, quantities, destinations, shipping schedules, or any other aspect of the scope of Goods must be agreed to in writing by Seller and may result in adjustments to price and delivery. Seller will not issue credit for Goods returned by Buyer without written authorization, and all returns are subject to a restocking charge.

The following items are not eligible for return:

(a) special or customized products, including fabricated and custom-made-to-order items; (b) hazmat items; (c) items shipped outside the United States; (d) volume purchases, except in cases of defective or expired products; (e) products that are reported for return past 90 days of delivery.

11. Collection Costs

Buyer shall reimburse Seller for all costs and expenses related to collection, legal action, or suits arising from their commercial relationship, including, but not limited to, actual attorneys’ and paralegals’ fees, expenses, and collection costs incurred before litigation, during trial, on appeal, and in administrative or bankruptcy proceedings. Seller may assign any cause of action it has against Buyer to TB Philly, Inc. or any affiliate, parent, or subsidiary of TB Philly, Inc., without requiring Buyer’s consent.

12. Disputes

This Agreement, Buyer’s account and the business relationship between Buyer and Seller shall be governed by and construed in accordance with the laws of the State of Pennsylvania without regard to conflicts of laws rules, and specifically excluding the UN Convention on Contracts for the International Sale of Goods. The Parties agree that any legal action arising under or related to this Agreement shall be brought in Chester County, Pennsylvania, and any right to object to such venue or to assert the inconvenience of such forum is hereby waived. The Parties waive all rights to jury trials.

13. Severability

The invalidity or unenforceability of any part of these Terms shall not impact the validity or enforceability of the remaining provisions. The Parties agree to replace any void or unenforceable term with a new term that is valid, enforceable, and achieves substantially the same practical and economic effect.

14. Termination

If Buyer fails to comply with these Terms, Seller may, upon notice to Buyer, immediately terminate or restrict any order. Buyer certifies that it is solvent and agrees to promptly notify Seller in writing if it becomes insolvent. Additionally, Buyer must provide written notice to Seller within five (5) business days of any changes to the form of ownership of Buyer’s business. This document is intended solely for the benefit of Buyer and Seller, with no third-party beneficiaries.

15. Survival

These Terms shall remain in effect beyond termination, cancellation, or the completed performance of any sale, for as long as necessary to enable the aggrieved Party to fully enforce its rights.

16. Safety Data Sheets and Product Data Sheets

Manufacturers of Goods are responsible for preparing and supplying Safety Data Sheets (“SDS”) for substances classified as hazardous under OSHA regulations. These SDS can be accessed through the original material manufacturer’s website.

Seller makes no warranties regarding the accuracy of the information or the suitability of any recommendations provided in an SDS or Product Data Sheets. Seller expressly disclaims all liability to Buyer in this regard. Buyer assumes full responsibility for relying on such information and for the proper use or application of the Goods