Terms and Conditions of Sales
1. General
1.1 These terms and conditions are deemed to be incorporated into all Stewardship Services Agreements.
1.2 Any customer service automatically incorporates these terms, regardless of any conflicting terms in Customer’s communication, unless expressly agreed otherwise in writing by the Teleos.
1.3 Teleos’ quotations are non-binding. Orders are only valid upon written acceptance by the Teleos or commencement of order fulfillment.
1.4 Teleos reserves its right to accept all or any part of an Order by Customer or to refuse any such order.
2. Description
2.1 The description given of the Goods has been given by way of identification only
3. Payment
3.1 Payment terms are COD or Prepay for Goods and services unless credit terms are established. Credit terms are net 30 days unless otherwise noted.
3.2 Teleos reserves the right to suspend or terminate Orders if payment is overdue.
3.3 Teleos may require advance payment or security for future deliveries.
3.4 Overdue amounts will incur daily interest at the prevailing rate until fully paid.
3.5 Any overdue amount may be referred to a collection agency or attorney, with all recovery costs borne by the Customer.
4. Delivery
4.1 Goods will be delivered per the order or Purchase Order agreement.
4.2 Delivery dates are estimates, and Teleos is not liable for delays.
4.3 Service requests may be delivered in installments, with each installment treated as a separate contract.
4.4 If Customer requests storage of ready-for-delivery Goods, such storage is at Customer’s risk and expense.
4.5 Customer must inspect and reject any Goods delivered for reasons of damage, defect or shortage within 2 days from the date of delivery. After 2 days, acceptance of the Goods is deemed to have occurred.
4.6 Customer is responsible for ensuring safe delivery access and indemnifies Teleos against damages resulting from unsuitable access.
4.7 Customer must provide labor and equipment for loading/unloading unless otherwise agreed.
5. Risk
5.1 Risk in respect of Goods, shall pass to Customer upon delivery.
6. Price
6.1 Prices are based on Teleos’ rates at the time of delivery.
6.2 Customer must pay all applicable taxes and fees unless prohibited by law.
6.3 Prices may be adjusted due to changes in production costs or shortfall in ordered quantities.
7. Force Majeure
7.1 Teleos is not liable for failure to perform due to events beyond its control (e.g., natural disasters, labor strikes). Obligations, excluding payment, are excused during such events.
8. Technical Advice
8.1 Technical advice provided by Teleos is used at Customer’s risk, without warranty or liability.
9. Liability
9.1 All warranties, except as required by law, are excluded to the maximum extent.
9.2 Teleos’s total liability is limited to the cost of replacement, repair, or reimbursement for Goods it manufactures. For Goods manufactured by third-party goods, warranties are the responsibility of the manufacturer.
9.3 Teleos is not liable for indirect, incidental, or consequential damages.
10. Indemnity
10.1 Customer indemnifies Teleos against any claims, damages, or losses arising from the use, ownership, or resale of Goods.
11. Licenses and Permits
11.1 Obtaining necessary licenses or permits is the Customer’s responsibility.
12. Agents and Resellers
12.1 Agents and resellers indemnify Teleos against claims arising from their failure to meet contractual obligations or unauthorized promises to customers.
13. Frustration
13.1 If Teleos’ performance becomes impossible, Customer is responsible for costs incurred up to the point of frustration.
14. Patents and Trade Marks
14.1 Teleos makes no warranty regarding patent or trademark infringement. Teleos reserves the right to manage related claims or defenses.
15. Property in Goods
15.1 Ownership of Goods remains with Teleos until full payment is received.
15.3 Goods must be stored as Teleos’ property until paid in full.
16. Assignment
16.1 Customer cannot transfer rights or obligations without Teleos’ consent. Teleos may assign or subcontract its obligations.
17. Waiver
17.1 Teleos’ failure to enforce any provision does not waive its rights.
18. Termination
18.1 Teleos may terminate Orders if Customer defaults on payment or violates these terms.
18.2 Customer must pay Teleos’ costs for recovery or repossession of Goods.
19. Purchase Order Letter
19.1 A Purchase Order Letter is governed by the laws of North Carolina.
19.2 A Purchase Order Letter, together with these Terms and Conditions, constitute the entire agreement between the parties as to Goods.
20. Bribery and Corruption
20.1 Both parties must comply with U.S. anti-bribery
21. Compliance with Anti-Slavery and Human Trafficking Laws and Policies
21.1 Both parties must comply with U.S. anti-slavery and human trafficking laws.
22. Severability
22.1 If any provision is unenforceable, the remaining terms remain in effect.
23. Definitions
23.1 “Goods” means parts and materials supplied by Teleos to Customer pursuant to the Stewardship Services Agreement.
23.2 “Teleos” refers to Teleos and its related entities, successors, or assigns.
23.3 “Orders” any and all service requirements and/or service requests.
