Terms & Conditions

General Terms And Conditions Of Purchase

1) TERMS  This purchase order constitutes the exclusive statement of Twinco’s offer to seller to purchase the goods and supersedes any previous written communications or understandings between the parties. Any additional or different receipt of this order or in any  other writing are hereby objected to and shall be void unless expressly agreed to in writing by Twinco.

2) ACCEPTANCE  Acceptance by seller of Twinco ‘s order under the terms and conditions stated hereon shall be indicated by either written acceptance or commencement of performance pursuant to this order.

3) DELIVERY AND INSPECTION  Time and rate of deliveries are of the essence of this order.  Twinco reserves the right to make final inspection of the goods after receipt by Twinco and to cancel the order and reject the goods upon any default by seller in meeting or satisfying delivery dates, scheduled amounts, or Twinco’s specifications for quality.  Goods shipped in advance of delivery schedule or unauthorized partial shipments may be rejected or returned to seller at seller’s expense.

4) PACKING & SHIPMENT  Unless otherwise agreed, all goods shipped hereunder shall be in new and unused condition.  All items shall be packed by seller in suitable containers  for protection in shipment and storage.  No charge shall be made for cartons, wrappings, boxing, crating, delivery, drainage or other cost,  unless authority for such charge is expressly incorporated in this order.  The goods must be packed and shipped in conformity with tariff or classifications so as to secure lowest possible  freight charges.  All goods must be shipped via any particular route specified by Twinco’s request and pursuant to Twinco’s instructions, seller shall obtain insurance for all or part of the goods ordered hereunder for material sold f.o.b. point of origin, except parcel post deliveries, where prepaid transportation charges are authorized.  These charges have to be shown on invoices separately and should be accompanied by the original freight bill or a copy of a bill of lading. If the inclusion of prepaid transportation charges makes it impossible for seller to render its invoice within 24 hours of shipment, an invoice for the material should be rendered at once and a separate invoice to cover transportation charges sent promptly thereafter.

5) PAYMENT Unless otherwise agreed to in writing by Twinco, payment shall be made to seller thirty (30) days after receipt of invoice and goods by Twinco, provided however, that payment shall not constitute acceptance of the goods or impair Twinco’s right of inspection.  No C.O.D. payment terms shall be valid without Twinco’s prior written consent.

6) PRICES  Seller’s prices for the goods ordered shall not be higher than those stated hereon.  In the event that this order does not state price, Twinco will not be bound to any price to which it has not expressly agreed to in writing.

7) TITLE TO GOODS  Title to all goods purchased hereunder shall pass  directly to Twinco from the seller at the point of delivery specified hereon.

8) TAXES All applicable federal, state and local taxes shall be stated separately on seller’s invoice.

9) WARRANTY  Unless otherwise expressly agreed to in writing, seller warrants the goods to be free from defects in material and workmanship, under normal use and service to conform to the specifications., drawings, or samples specified or furnished by Twinco, and to be fit for the purposes intended. This warranty shall apply to Twinco, its subsidiaries and affiliates, their respective customers, and any user of the goods.

10) PATENTS, TRADEMARKS, AND GENERAL INFORMATION  Seller shall defend and hold harmless Twinco, its subsidiaries and affiliates, and their respective customers from all expenses, liabilities and losses of any kind (including attorney fees) growing out of claims, suits or proceedings alleging any patent, trademark, or copyright infringement arising from the manufacture, sale or use of the goods ordered here under. Seller shall further indemnity and hold harmless Twinco, its subsidiaries and affiliates, and their respective customers, from all other liabilities, including attorney’s fees, arising from the manufacture, sale or use of the goods.

11) DESIGNS, TOOLS, ETC. FURNISHED BY TWINCO  Any drawings, data, tools, designs, equipments software programs or other property supplied by Twinco to seller in connection with this order shall remain Twinco’s property such property shall be used exclusively in connection with the goods ordered hereunder, maintained in first class condition, and returned by seller to Twinco at the termination of this contract, or earlier should Twinco so request, further, any data, software or other technical information shall be held in confidence by seller and shall not be reproduced or disclosed to others without Twinco’s prior written consent.

12) RIGHT TO INSPECT PRODUCTION  To insure manufacture in conformity with Twinco’s specifications and adequate quality control, Twinco shall have the right at any time during normal business hours to inspect seller’s premises and operations which pertain to the goods ordered hereunder.

13) NOTICE OF LABOR DISPUTES AND INABILITY TO DELIVER  In the event of a labor dispute or other contingency or event which affects seller’s ability to deliver the goods as ordered hereunder, seller shall immediately notify Twinco thereof in writing.  Should said dispute, contingency or event in Twinco’s reasonable judgement, materially impair the value of this contract, without prejudice to any other right or remedy, Twinco may cancel all remaining deliveries under this order.

14) CHANGE ORDERS  Twinco shall have the right at any time by written change order to make changes in any one or more of the following (1) quantity of goods to be delivered, (2) method of shipping or packing, .(3) drawings, designs or specifications,(4) place of delivery and (5) delivery schedules.  If any such change order causes an increase or decrease in the cost of or the time required for performance of the work under this order an equitable adjustment shall be made in price and/or delivery schedule, and this order shall be modified accordingly.

15) ASSIGNMENTS AND SUBCONTRACTS  This order is not subject to transfer or assignment except that the right to received monies due/or to become due hereunder may be assigned upon prior written approval of Twinco, seller shall not without the written approval of Twinco make any contract with any other party for furnishing any of the completed or substantially completed articles, spare parts, or work ordered hereunder.

16) GOVERNMENT CONTRACTS If a government contract number appears o  the face hereof, this order constitutes a subcontract subject to the provisions of any act of congress heretofore or hereafter enacted which provides for the renegotiation of contracts and subcontracts, and shall be deemed to contain all the provisions required by such acts.  The seller’s records shall be subject to audit any authorized government representative in accordance with applicable laws and regulations.

In the event of termination of the prime contract by the government, settlement shall be made in accordance with the provisions thereof. A copy of the termination clause will be made available upon request.  These conditions should be incorporated in any purchase order placed by seller in connection with this order.

The seller also certifies that the services, materials, or equipment supplied under this purchase order shall comply with all applicable requirements of the occupational health and safety act of 1970.  As amended, and including all regulations adopted pursuant in such act acceptance by the seller of this purchase order shall constitute certification of compliance.

17) SEVERABILITY  Should any of the individual paragraphs of these Terms and Conditions be found by a court of competent jurisdiction to be wholly or partly invalid, the remaining paragraphs will nonetheless be valid.

18) APPLICABLE LAW  The right and obligations of Twinco and Buyer hereunder shall be governed by the laws of the State of New York, except that the United Nations Convention on Contracts for the international Sale of Goods shall not apply.

19) ARBITRATION  Except as to any disputes regarding determination of the Settlement Amount that may be referred to umpire by mutual consent of the parties, any controversy of claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

20) STENOGRAPHER ERRORS  Stenographic and clerical errors are subject to correction.

Revised 06/2017

General Terms And Conditions Of Sale

1) TAXES  The Buyer shall reimburse Twinco for all Taxes, excises or other charges which Twinco may be required to pay to any Government (National, State or Municipal) upon the sale, production or transportation of the products sold hereunder.

2) COMPLIANCE WITH LAWS  Twinco represents that the products covered by this contract will be produced in compliance with all applicable requirements of sections 6, 7 and 12 of the Fair Labor Standards Act as amended, and of regulations and orders of the United States Department of  Labor issued under section 14 thereof.

3) MODIFICATIONS  No terms and conditions, other than those stated herein, and no agreement of understanding, oral or written, in any way purporting to modify these terms and conditions, whether contained in Buyer’s purchase or shipping release forms, or elsewhere, shall be binding on Twinco unless made in writing and signed by its authorized representative.  If the terms and conditions stated herein are not acceptable, buyer must so notify Twinco at once.

4) WAIVER  The failure of Twinco or Buyer to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this contract or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant or condition of the failure exercise of such right, nor shall it be deemed to be a waiver or relinquishment of any other term, covenant or condition, or the exercise of any other rights under this contract.

5) CANCELLATION BY THE BUYER  In the event Buyer cancels or puts on hold this contract following acceptance, Buyer agrees to pay Twinco the greater of: (a) 50% of the contract amount, or (b) Twinco expenditures for raw materials, unamortized tooling, labor incurred, handling and overhead, and for all work completed to date and in progress but not yet delivered to Buyer, plus a cancellation charge of 10% of the above amount.  This is without prejudice to such other and additional rights as are available to Twinco under law.

6) PAYMENT TERMS  are based on the Buyer’s representation of  financial condition and record of payment.  If any change arises, Twinco has the right to require C.O.D., or other security for payment, or to withhold delivery.  Buyer agrees to pay 1.5% per month interest on all invoices unpaid after 30 days.  If buyer defaults in payment, Buyer shall pay Twinco costs of collection including reasonable attorney’s fees, in addition to damages.

7) DELIVERY  The shipping date stated herein is estimated and Twinco does not guarantee shipment on or by such date, although Twinco will make every reasonable effort to make delivery by such date or within a reasonable time thereafter.  Twinco shall not be liable for any delay In the delivery of shipment or products or for any damage suffered by the Buyer by reason of such delay.

8) RAW MATERIALS AVAILABILITY  This contract is continent upon availability of raw materials required for the manufacture of the goods.  Twinco shall not be deemed in breach of this agreement for delay in manufacture or delivery where such raw materials are unavailable.  In such case, Twinco may, at it’s option, cancel this agreement or deliver to you it’s pro-rata share of it’s production.

9) FORCE MAJEURE  Twinco will not be liable for any delay or failure in performance resulting in labor disputes, war, riot, insurrection, fire, flood, accident, storm, act of God, or other causes beyond it’s control, or from Twinco’s good-faith compliance with any foreign or domestic government law, rule, order or regulation, whether or not it later is held invalid.

10) PRODUCTION STANDARDS  Except in the particulars specified by the Buyer and expressly agreed to in writing by Twinco, the products furnished hereunder shall be produced in accordance with Twinco’s standard practices.  All products, however, including those produced to meet exact specification, shall be subject to customary trade practices, tolerances and variations.

11) LIMITED WARRANTY  All products sold hereunder are warranted to be free from defects in materials and workmanship and this express warranty is in lieu of and excludes all other warranties express or implied (including implied warranty of merchantability and implied warranty or fitness for a particular use).

12) LIMITED REMEDIES OF BUYER  Buyer shall, within 30 days afterdelivery  of goods subject to this contract, notify Twinco in writing of any claimed defect in or failure of the goods to conform with the technical specifications subject to this contract.  Buyer shall not, without the prior written consent of Twinco, return the goods to Twinco.  If following such notice, the parties agree that there exists such a defect or failure to conform due to the fault of Twinco, then at the option of Twinco: (1) the defective goods shall be returned, at Twinco’s expense to Twinco.  Buyer assumes the full risk of returning goods to Twinco, including but not limited to the damages arising from Buyer’s improper packaging.  Twinco, at it’s sole option, may repair or replace these goods and thereafter return to Buyer at Twinco’s expense; or (2) the parties shall negotiate an agreed amount to be deducted from the purchase price of such goods for the repair of the goods by Buyer or others.  These options shall be sole liability of Twinco with respect to defective goods.  Buyer’s failure to so notify Twinco in writing of any such claimed defect of failure to conform within the above period shall constitute Buyer’s complete waiver of any such claim with respect to defects or non-conformance, and Buyer’s release and covenant not to bring action against Twinco with respect to such claims.

13) SHORT COUNT  Buyer shall be deemed to have accepted the numerical count of goods shipped unless Buyer notifies Twinco in writing of any claim for short count within 10 days after delivery to Buyer.

14) SPECIAL TOOLING  Engineering, programming and/or tooling are made to be used in conjunction with proprietary process, methods and equipment of Twinco.  Unless specifically provided for, payment for same does not convey title to these items, or the right to remove same from Twinco’s possession.  If provided for in order, title will not pass until receipt of payment for entire contract including production if any.  Special tooling supplied by the Buyer or developed by Twinco shall be maintained by Twinco with reasonable care at Buyer’s risk or loss of damage arising from majeure events.  Tooling inactive after two years may be disposed of by Twinco without liability to Buyer.

15) CUSTOMER-SUPPLIED RAW OR SEMI-FINISHED MATERIALS  In the event this contract requires Twinco to perform work on raw or semi-finished materials supplied by the buyer but not purchased by Twinco from Buyer, Buyer shall supply an adequate excess to follow for machining losses.  If Twinco scraps any such materials, it shall not be liable to Buyer for such scrapped materials.  Buyer warrants that any raw or semi-finished materials shall be suitable for the operations intended to be performed by Twinco, free of defects in workmanship and material.  If found defective during processing, Buyer shall promptly deliver suitable replacements at no charge to Twinco.  Buyer shall pay Twinco for all work performed to the time when the defect was discovered.

16) INCIDENTAL CHARGES  Any special packaging requirements, source inspection by Buyer on the premises of Twinco, delivery to Twinco of Buyer supplied raw or semi-finished materials, or other requirements not expressly provided for shall be subject to additional charges by Twinco.

17) RISK OF LOSS OF DAMAGE  Risk or loss of damage from any cause shall pass to Buyer upon delivery of goods to Buyer or Buyer’s carrier as applicable and in the event of any such loss or damage, Buyer nevertheless shall pay Twinco  the full contracted amount.

18) SEVERABILITY  Should any of the individual paragraphs of these Terms and Conditions be found by a court of competent jurisdiction to be wholly or partly invalid, the remaining paragraphs will nonetheless be valid.

19) APPLICABLE LAW  The right and obligations of Twinco and Buyer hereunder shall be governed by the law of the State of New York, except that the United Nations Convention on Contracts for the international Sale of Goods shall not apply.

20) ARBITRATION  Except as to any disputes regarding determination of the Settlement Amount that may be referred to umpire by mutual consent of the parties, any controversy of claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

21) STENOGRAPHER ERRORS  Stenographic and clerical errors are subject to correction.

Revised 06/2017

General Terms And Conditions Of Quotation

1) ACCEPTANCE of this quotation maybe by any reasonable and customary communication.  No inconsistent terms in Buyer’s purchase orders, such as quantities, delivery schedules, or inconsistent printed text will have any force or effect unless specifically agreed to in writing by Twinco Mfg. Co., Inc..

2) EFFECT OF BUYER MODIFICATIONS TO THIS QUOTATION.  The price and delivery terms in this quotation are subject to change if Buyer wishes to change any terms of the quotation.

3) BUYER’S REQUEST FOR CHANGES. Following acceptance of this quotation, any technical, quantity, delivery or other changes requested by Buyer shall be in writing and shall be construed as a request to renegotiate the contract without prejudice to the rights of Twinco Mfg. Co., Inc. under the contract.

4) CANCELLATION BY THE BUYER.  In the event Buyer cancels or puts on hold this contract following acceptance of this quotation, Buyer agrees to pay Twinco Mfg. Co., Inc. the greater of: (a)50% of the contract amount, or (b)Twinco Mfg. Co., Inc. expenditures for raw materials, unamortized tooling, labor incurred, handling and overhead, and for all work completed to date and in progress but not yet delivered to Buyer, plus a cancellation charge of 10% of the above amount.  This is without prejudice to such other and additional rights as are available to Twinco Mfg. Co., Inc. under law.

5) PAYMENT TERMS are based on the Buyer’s present financial condition and record of payment.  If any change arises, Twinco Mfg. Co., Inc. has the right to require C.O.D., or other security for payment, or to withhold delivery.  Buyer agrees to pay 18% per month interest on all invoices unpaid after 30 days.  If buyer defaults in payment, Buyer shall pay Twinco Mfg. Co., Inc. costs of collection including reasonable attorney’s fees, in addition to damages.

6) NO WARRANTIES ON GOODS.  The goods sold to the Buyer will be as described, and no other express or implied warranties are made by Twinco Mfg. Co., Inc., including any warranty of fitness to perform any particular function unless expressly stated in this quotation.  Buyer has furnished the drawings and specifications for the goods and Buyer is not relying on Twinco Mfg. Co., Inc. to select goods or engineering designs.  Therefore, Twinco Mfg. Co., Inc. Does not warrant that the goods are fit for any particular purpose and make no warranty of merchantability, and Buyer indemnifies and holds harmless Twinco Mfg. Co., Inc. from any claims or liability arising from any use of goods subject to this contract.

7) RAW MATERIALS AVAILABILITY.  This contract is continent upon availability of raw materials required for the manufacture of the goods.  Twinco Mfg. Co., Inc. shall not be deemed in breach of this agreement for delay in manufacture or delivery where such raw materials are unavailable.  In such case, Twinco Mfg. Co., Inc. may, at it’s option, cancel this agreement or deliver to you it’s pro-rata share of it’s production.

8) INCIDENTAL CHARGES.  Any special packaging requirements, source inspection by Buyer on the premises of Twinco Mfg. Co., Inc., delivery to Twinco Mfg. Co., Inc. of Buyer supplied raw or semi-finished materials, or other requirements not expressly provided for shall be subject to additional charges by Twinco Mfg. Co., Inc..

9) PRICE INCREASE FOR MATERIALS.  This quotation is based on the cost of the materials at date of quotation.  Buyer shall pay Twinco Mfg. Co., Inc. for any increase in the cost of materials purchased by Twinco Mfg. Co., Inc. to fulfill this contract.

10) DEFECTIVE GOODS.  Buyer shall, within 30 days after delivery  of goods subject to this contract, notify Twinco Mfg. Co., Inc. in writing of any claimed defect in or failure of the goods to conform with the technical specifications subject to this contract.  Buyer shall not, without the prior written consent of Twinco Mfg. Co., Inc., return the goods to Twinco Mfg. Co., Inc..  If following such notice, the parties agree that there exists such a defect or failure to conform due to the fault of Twinco Mfg. Co., Inc., then at the option of Twinco Mfg. Co., Inc.:(1)the defective goods shall be returned, at Twinco Mfg. Co., Inc.’S expense to Twinco Mfg. Co., Inc..  Buyer assumes the full risk of returning goods to Twinco Mfg. Co., Inc.,including but not limited to the damages arising from Buyer’s improper packaging.  Twinco Mfg. Co., Inc., at it’s sole option, may repair or replace these goods and thereafter return to Buyer at Twinco Mfg. Co., Inc.’s expense; or(2)the parties shall negotiate an agreed amount to be deducted from the purchase price of such goods for the repair of the goods by Buyer or others.  These options shall be sloe liability of Twinco Mfg. Co., Inc. with respect to defective goods.  Buyer’s failure to so notify Twinco Mfg. Co., Inc. in writing of any such claimed defect of failure to conform within the above period shall constitute Buyer’s complete waiver of any such claim with respect to defects or non-conformance, and Buyer’s release and covenant not to bring action against Twinco Mfg. Co., Inc. with respect to such claims.

11) SHORT COUNT. Buyer shall be deemed to have accepted the numerical count of goods shipped unless Buyer notifies Twinco Mfg. Co., Inc. in writing of any claim for short count within 10 days after delivery to Buyer.

12) DELIVERY.  Twinco Mfg. Co., Inc.’s estimates as to time of delivery are based on conditions prevailing at the date of quotation and apply from the date of receipt of full manufacturing details at Twinco Mfg. Co., Inc..

13) FORCE MAJEURE.  Twinco Mfg. Co., Inc. will not be liable for any delay or failure in performance resulting in labor disputes, war, riot, insurrection, fire, flood, accident, storm, act of God, or other causes beyond it’s control, or from Twinco Mfg. Co., Inc.’s good-faith compliance with any foreign or domestic government law, rule, order or regulation, whether or not it later is held invalid.

14) SPECIAL TOOLING. Engineering, programming and/or tooling are made to be used in conjunction with proprietary process, methods and equipment of Twinco Mfg. Co., Inc..  Unless specifically provided in Twinco Mfg. Co., Inc.’s quotation, payment for same does not convey title to these items, or the right to remove same from Twinco Mfg. Co., Inc.’s possession.  If provided for in quotation, title will not pass until receipt of payment for entire contract including production if any.  Special tooling supplied by the Buyer or devolved by Twinco Mfg. Co., Inc. shall be maintained by Twinco Mfg. Co., Inc. with reasonable care at Buyer’s risk or loss of damage arising from majeure events.  Tooling inactive after two years may be disposed of by Twinco Mfg. Co., Inc. without liability to Buyer.

15) CUSTOMER-SUPPLIED RAW OR SEMI-FINISHED MATERIALS.  In the event this contract requires Twinco Mfg. Co., Inc. to perform work on raw or semi-finished materials supplied by the buyer but not purchased by Twinco Mfg. Co., Inc. from Buyer, Buyer shall supply an adequate excess to follow for machining losses.  If Twinco Mfg. Co., Inc. scraps any such materials, it shall not be liable to Buyer for such scrapped materials.  Buyer warrants that any raw or semi-finished materials shall be suitable for the operations intended to be performed by Twinco Mfg. Co., Inc., free of defects in workmanship and material.  If found defective during processing, Buyer shall promptly deliver suitable replacements at no charge to Twinco Mfg. Co., Inc..  Buyer shall pay Twinco Mfg. Co., Inc. for all work performed to the time when the defect was discovered.

16) RISK OF LOSS OF DAMAGE.  Risk or loss of damage from any cause shall pass to Buyer upon delivery of goods to Buyer or Buyer’s carrier as applicable and in the event of any such loss or damage, Buyer nevertheless shall pay Twinco Mfg. Co., Inc.  the full contracted amount.

17) TAXES. Prices quoted are subject to added charges levied by any government taxing authority, all of which shall be paid by Buyer.

18) CONSTRUCTION, MODIFICATION.  This quotation upon acceptance becomes the entire understanding of the parties with respect to this subject matter and supersedes all representations or understanding relating thereto.  It may not thereafter be modified orally, but only in writing, signed by the party to be charged; and, it shall be construed in accordance with the laws of New York State.

19) STENOGRAPHER ERRORS.  Stenographic and clerical errors are subject to correction.

Revised 06/2017