Controlling Conditions. Buyer’s (General Contractor/Buyer/Owner) order is Seller’s (Troy Acoustics Corporation) offer to Buyer and is not an acceptance by Seller of any offer of Buyer or of any terms and conditions of Buyer. Seller’s offer is conditioned upon the Buyer’s acceptance of the terms and conditions set forth herein, and shall constitute the complete agreement between the parties. Any provisions or    conditions of buyer’s order forms, which are in any way in conflict or in addition to these terms and conditions shall not be binding on Seller and shall not be applicable. As used herein, such words as “product,” “material,” “item,” goods,” “equipment” and similar terms, including the plural thereof, are used inter-changeably and shall have the same meaning unless the contrary is clearly evident.

1. Prices. Prices are subject to change without notice.
2. Taxes. Per square foot and tile prices: Prices do not include federal, state or local taxes, now or hereafter enacted, applicable to the goods sold, which tax or taxes will be added by the Seller to the sales price on the invoice where the Seller has the legal obligation to collect the same, and will be paid by buyer unless buyer provides the Seller with a legally  enforceable tax exemption certificate. All sales in Georgia require a resale tax certificate.
3. Permits, Bonds, Certificates of Insurance and Licenses and Meetings. Prices do not include any permits, bonds, Certificates of Insurance, or business licenses .
4. Terms and Methods of Payment are noted on invoice. The Seller may extend payment terms and credit as a matter of convenience to the Buyer. However, the Seller reserves the right to limit the amount of credit or refuse credit based upon credit information and any estimated risk it determines. If the Seller extends credit to buyer, terms of payment shall be net 14 days. The amount of credit may be changed or credit withdrawn by the Seller at any time. Anything to the contrary notwithstanding, the Seller shall be under no obligation to make any shipment when buyer is in default under this agreement or any payments are due from date when the Seller is prepared to make such shipments. Should Buyer default in any of the terms and conditions as set forth herein, the Seller shall be entitled to payment of interest by buyer on any debt that is over fourteen days old at the rate of 18 percent per annum or the maximum interest rate allowed by law and to reasonable collection costs and attorney’s fees.
5. Delivery. The goods shall be delivered F.O.B. the Seller’s plant, Brunswick, GA or other designated by Seller, and liability for loss and damage in transit or thereafter shall pass to Buyer upon the Seller’s delivery of goods on a flat bed truck for shipment to buyer. If Buyer has a qualified fork lift operator and loading dock it may be more economical to send on a dry van. Loading dock height and type of forklift availability must be provided at time of placement of purchase order or signed agreement. Shipping and insurance charges, any duty and all taxes related to buyer’s order shall be paid by buyer. Claims for damages in transit must be asserted against the carrier. All claims for damage must include a written report with photos (jpeg format preferred) of all the damage. Within two (2) days after receipt of shipment, buyer must report any shortage or damage not due to the carrier, otherwise claims for such storage or damage will be deemed waived. Shipping dates are contingent upon prompt receipt by the Seller of all applicable customer specifications, customer furnished material, and availability of raw materials. All stipulated delivery or shipment dates are estimated only. The Seller reserves the right to make delivery in installments and the contract shall be severable as to each such installment. The Seller may in whole or in part manufacture, assemble or otherwise fulfill the order of goods at any of Seller’s plants. Delay in delivery or other default in any installment shall not relieve buyer of its obligation to accept and pay for remaining deliveries.
6. Limited Liability. In no event shall the Seller, under any circumstances, be liable for Buyer’s increased costs, loss of profits or good will or any special, indirect, incidental, or consequential damages.
7. Contingencies.  Force Majeure. Seller shall not be responsible for any failure to perform due to causes beyond its control. These causes shall include, but not be restricted to fire, pandemic and related delays, storm, flood, earthquake, explosion, accident, acts of a public enemy, war or rebellion, terrorism, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, labor shortages, transportation   embargoes, or failure or delays in transportation, and inability to secure raw materials or failures of machinery for the manufacture of its products, power shortages, acts of God, acts of the federal government or any agency thereof, acts of any state or local government or agency thereof, and judicial action, all    whether foreseen or unforeseen.
8. Security Interest. Title to and ownership of the products, wherever located shall be and remain at all times with Seller and its assigns until the purchase price and any notes given to evidence same have been paid in full.
9. Limitation of warranty and claims. Seller warrants to the original purchaser that the goods sold hereunder shall be free from defects in workmanship and materials .This warranty is expressly in lieu of all other warranties, express or implied, whether statutory or otherwise including any implied warranty of merchantability or fitness for a particular purpose. Under no circumstances will the manufacturer or seller be liable for damages to anyone in excess of the purchase price of this product.
10. Consequential Damages: In no event shall Seller be liable to Buyer for any indirect, incidental, special, or consequential damages of any kind. Buyer indemnifies Seller, its successors and assigns, from and against any and all losses, damages, and expenses, including attorney’s fee which Seller may sustain or incur as a result of any claim or negligence, breach of warranty, or strict liability in tort in connection with the use of the goods furnished hereunder, except such as may be wholly caused by negligence of Seller.
11. Patents, Copyrights. Media reproduction When Seller manufacturers or modifies any product in accordance with Buyer’s specifications or design, Buyer at its expense will defend any suit against Seller for infringement of any patent resulting from use of Buyer’s specifications or design and Buyer will satisfy any final award of damages against Seller for such infringement. As to products wholly designed and manufactured by Seller, Seller, at its own expense, will defend any suit against Buyer for infringement of patents by any such product purchased from Seller when used or sold for its normal purpose and in such suit will satisfy any final award to damages for such infringement, but Seller assumes no liability, consequential or otherwise, for infringement of patent claims covering any other product, or any completed equipment, or any assembly, combination, method or process, in which, or in the manufacture or testing of which, any such product may be used (notwithstanding that such product may have been designed only for use in, or may be useful in, such other patented product or such patented equipment, assembly, combination, method or process or in the manufacturing or testing thereof, and that such product may have been purchased by buyer and sold by the Seller for such use). This guarantee by the Seller is upon the condition that Buyer shall give Seller a prompt  notice in writing of such suit for infringement, full opportunity to conduct the defense thereof and full assistance and cooperation in said defense. No cost or expense shall be incurred on account of Seller without its written consent. Buyer shall not have the right to use and/or produce the Seller’s applicable literature, such as operating and maintenance manuals, technical publications, prints, drawings, training manuals, and other  similar supporting documentation and sales literature without the prior written consent of Seller.
12. Changes. Buyer’s order shall not be canceled, changed, or reduced in any amount, nor any deliveries suspended by buyer without Seller’s prior written consent.
13. Non-waiver of Default. Each shipment made under any order shall be treated as a separate transaction, but in the event of any default by Buyer, Seller may decline to make further shipments without in any way affecting its right under such order. If, despite any default by Buyer, Seller elects to continue to make shipments, its actions shall not constitute a waiver of any default by Buyer or in any way affect Seller’s legal remedy for such default.
14. Law. The validity, construction and performance of these terms and conditions or any sale made hereunder shall be governed by the laws of the State of GA. Buyer agrees that venue of any litigation shall be in the State of GA.
15. Modifications of Standard Terms and Conditions. No addition to or modification of any of the provisions in this document face or reverse if this form shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller.
16. Time for Bringing Action. Any lawsuit brought on behalf of Buyer for breach of this contract must be commenced within one (1) year after the cause of action has accrued.