Updated May/2026
Introduction:
These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of goods (“Goods”) and services (“Services”) to a buyer (“Buyer”) by Teknor Apex Company (which may be referred to as “Seller”) and apply to all sales whether by purchase order or otherwise. Acceptance by Teknor Apex Company of any order or request for Services is expressly made conditional on assent to these Terms. No one except a duly authorized officer of Teknor Apex Company may modify these Terms and any such modification must be in a writing signed by such duly authorized officer. If these Terms are not acceptable, you should notify Teknor Apex Company at once.
1. Agreement.
These Terms constitute the entire agreement between the parties hereto and supersede all prior or contemporaneous communications, understandings, negotiations, representations and warranties, and agreements, either verbal or written, between the parties hereto with respect to the subject matter hereof.
2. Acceptance.
Unless otherwise specifically agreed to in writing and signed by an authorized representative of Teknor Apex Company, all orders received by Teknor Apex Company are subject to these Terms. Offers to purchase Goods or provide Services can be accepted only by an authorized representative of Teknor Apex Company. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Any different or additional terms and conditions proposed in a purchase order or otherwise are hereby rejected by Teknor Apex Company and shall not be incorporated into this agreement. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Notwithstanding the foregoing or anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.
3. Force Majeure / Unforeseen Circumstances.
Delivery of Goods will be made on or about the date indicated in Teknor Apex Company's acknowledgement.
No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) business days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
Teknor Apex Company reserves the right to cancel any delivery in the event of a material adverse change in the availability or cost of materials or in the event of any other material unforeseen circumstances.
Teknor Apex Company shall use reasonable efforts to meet any performance dates to render Services specified in the order, and any such dates shall be estimates only.
4. Payment.
The price of Goods and/or Services delivered will be due and payable in accordance with terms of payment set forth in Teknor Apex Company’s acknowledgement. Teknor Apex Company may cancel deliveries of Goods and/or Services if Buyer fails to make any payment when due. Teknor Apex Company's rights under this section shall be in addition to all other rights and remedies available to Teknor Apex Company upon Buyer’s default. If payment is not made in accordance with said terms of payment, Buyer shall pay to Teknor Apex Company all reasonable costs of collection, including reasonable attorney’s fees incurred by Teknor Apex Company in collecting sums due on account of the sale. In the event that payment is not made when due, interest on the overdue payment shall be due at the rate of one and one half percent per month. No return of Goods ordered and shipped will be allowed unless such Goods shall be shown to be defective.
5. Changes and Deletions.
Teknor Apex Company agrees only to sell the quantity of Goods set forth in Buyer’s purchase order and expressly rejects any terms or conditions that purport to establish a requirements contract. Changes requested by Buyer in quantities, drawings, specifications, or delivery schedules may only be made with the written consent of Teknor Apex Company. Any change requested by Buyer and consented to by Teknor Apex Company that causes an increase in Teknor Apex Company's costs hereunder or in the time required for performance will result in an equitable adjustment in the pricing.
6. Raw Materials and Production Facilities.
Except when otherwise agreed to by Teknor Apex Company in writing, Teknor Apex Company reserves the right to (i) select the raw materials to be used in the manufacture of the goods, (ii) select the supplier of such raw materials, and (iii) select the facility and production line to be used in the manufacture of the goods.
7. Title / Delivery Point.
Delivery shall be made as specified in the applicable order acknowledgement and shall be interpreted in accordance with Incoterms® 2020. Unless otherwise agreed in writing, transfer of title and risk of loss/damage to the Goods shall pass in accordance with the specified Incoterm; provided, however, that in the absence of such agreement and specified Incoterm on the order acknowledgement title to the Goods and all risk of loss transfer to Buyer upon delivery to the carrier.
As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Teknor Apex Company a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code.
8. Taxes.
Buyer will pay all taxes due on any order, including, but not limited to, sales, use, excise or any direct or indirect tax of a similar nature of federal, state, county, or municipal origin. If Teknor Apex Company is required to collect and/or pay such taxes, Buyer shall reimburse Teknor Apex Company for the full amount.
9. Warranty / Returns / Limitation of Liability.
Warranty on Goods: Teknor Apex Company warrants to Buyer that, for a period of six (6) months from the date of shipment of the Goods, only that such Goods will conform to Teknor Apex Company’s standard specifications or such other mutually agreed-to and documented specification(s). This express warranty is in lieu of and excludes all other express warranties and is extended only to Buyer.
Warranty on Services: Teknor Apex Company warrants to Buyer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Subject to Seller verifying any Buyer claim that the Services are defective or non-conforming, Seller shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, TEKNOR APEX COMPANY MAKES NO WARRANTIES WHATSOVER WITH RESPECT TO THE GOODS, INCLUDING WITHOUT LIMITATION THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR SERVICES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. FURTHER, TEKNOR APEX COMPANY MAKES NO WARRANTY AS TO THE RESULTS BUYER CAN EXPECT FROM BUYER’S USE OF THE GOODS OR RECEIPT OF THE SERVICES. No employee or agent of Teknor Apex Company is authorized to make warranties about goods sold by Teknor Apex Company, and Buyer should not rely on any oral or written communications from employees or agents of Teknor Apex Company that purport to constitute a warranty.
Any assistance furnished by Teknor Apex Company in the selection of Goods or suggestions as to their processing or use are accepted by Buyer at Buyer's own risk, and Teknor Apex Company shall not be liable to Buyer for results obtained by Buyer from such assistance or suggestions.
Defective Goods may be returned to Teknor Apex Company only with the written consent of Teknor Apex Company and in accordance with its specific instructions. The right to return unused Goods on account of defect, short count, or for any other cause, shall be deemed waived by Buyer unless a request is made in writing within seven (7) days of Buyer's discovery, after reasonable diligence, of the cause to which such return relates; provided, however, that no return shall be permitted after the period of six (6) months following the date of shipment of the Goods. Unused Goods returned in accordance with this section and found to be defective will be replaced or repaired without charge, but Teknor Apex Company shall not be liable for any loss or damage directly or indirectly arising from the use of the Goods or from any other cause.
The Seller shall not be liable for a breach of the warranty on Goods set forth in this Section 9 if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.
Claims of defect related to Goods used or consumed by Buyer shall be deemed waived by Buyer unless such claims are made in writing within 6 months from the date of shipment of the Goods to which the claim relates and are accompanied by documentation supporting the claim of defect. If such Goods are found to be defective, Teknor Apex Company will, in its sole discretion, replace them without charge or provide a refund.
Teknor Apex Company’s liability is expressly limited to the replacement or repair of defective Goods at its option. Buyer shall have no remedies other than those stated above.
IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND/OR SERVICES SOLD HEREUNDER.
The limitation of liability set forth in this Section 9 shall not apply to (i) liability resulting from Seller's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s grossly negligent or willful acts or omissions.
10. Buyer's Indemnity.
Buyer hereby agrees to and shall defend, indemnify and hold harmless Teknor Apex Company and its employees and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including reasonable attorney's fees) that Teknor Apex Company may incur that result from (i) Buyer’s ownership, maintenance, transfer, transportation or disposal of the goods sold hereunder, (ii) Buyer’s use of the goods sold hereunder, (iii) Buyer’s failure to test the goods or assure itself that the goods are fit for Buyer’s intended purpose, (iv) any infringement or alleged infringement of the intellectual property rights of others arising from Buyer’s specifications, and (v) Buyer’s violation or alleged violation of any federal, state, county or local laws or regulations, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices.
11. Proprietary Rights.
Teknor Apex Company retains exclusive rights in and to any proprietary information, data and materials related to the goods sold hereunder, as well as the rights to all discoveries, inventions, patents and other proprietary rights that Teknor Apex Company may develop in the course of manufacturing the Goods and/or performing the Services. Buyer shall not reverse engineer any goods sold by Teknor Apex Company or otherwise attempt to obtain any proprietary rights of Teknor Apex Company.
12. No Waiver.
Any concession or indulgence made by Teknor Apex Company or its failure to insist on performance of any of these Terms shall not be considered a waiver of any other terms, whether the same or similar.
No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13. Governing Law / Submission to Jurisdiction.
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Rhode Island without giving effect to any choice or conflict of law provision or rule (whether of the State of Rhode Island or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Rhode Island.
Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Rhode Island in each case located in the City of Providence and County of Providence, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
14. Severability.
If any provision of this Agreement, or parts thereof, shall be held to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
15. No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
Incoterms® and the Incoterms® 2020 logo are trademarks of International Chamber of Commerce (ICC). Use of these trademarks does not imply association with, approval of, or sponsorship by ICC unless specifically stated above. The Incoterms® Rules are protected by copyright owned by ICC. Further information on the Incoterm® Rules may be obtained from the ICC website iccwbo.org.