General terms and conditions of sale
Acceptance
Acceptance of your order is expressly conditioned upon your acceptance of the terms below. Titan International Inc., its divisions, subsidiaries and affiliates ("Seller") shall not be bound by any Buyer's terms that conflict with these terms. Seller's failure to object to Buyer's provisions shall not constitute a waiver. Any modifications require a written instrument signed by Seller's officer or authorized representative.
Price
Seller reserves the right to change price schedules at any time without notice. In the event of a price increase, the price shall be Seller's price in effect on the date of shipment. For custom orders:
- If notified prior to manufacture commencement and Buyer does not cancel, the right to cancel is forfeited.
- If Buyer cancels upon notification, completed or in-process goods will be delivered at the originally specified price.
Buyer shall reimburse Seller for unamortized costs of materials, special tooling, and equipment. Quotations are valid for 30 days. Applicable taxes shall be added to the purchase price or a valid exemption certificate must be provided.
Payment terms
Unless otherwise agreed in writing, payment is due net 30 days from invoice date. If Buyer defaults or is insolvent, Seller may:
- Demand payment in full before proceeding with manufacture.
- Withhold shipments in whole or in part.
- Revert terms to cash in advance.
- Recall goods in transit.
Delinquent invoices are subject to a service charge of 1.5% per month (18% per annum), or the highest legal rate, whichever is less. Buyer agrees to pay all collection costs, including reasonable attorney's fees.
Delivery, risk of loss & force majeure
Products are sold F.O.B. shipping point unless otherwise agreed in writing. Risk of loss passes to Buyer upon delivery to the freight carrier. Buyer pays all transportation charges after delivery to carrier.
- Claims for damaged products must be reported within 10 days of invoice date with a copy of the bill of lading.
- No credits for freight damage if delivery receipt was signed "complete."
- Concealed damage must be reported within 10 days of shipment arrival.
- Container shipment claims must be filed within 48 hours of delivery.
Seller is not liable for delays caused by fires, floods, strikes, acts of war, government priorities, transportation delays, or other causes beyond Seller's control.
Changes & cancellation
Orders accepted by Seller may not be canceled without Seller's written consent. For changes while work is in progress, Buyer will be charged for any services, labor, materials, or storage costs incurred.
- Custom orders: Buyer shall indemnify Seller against all losses, including unamortized costs of materials and tooling.
- Standard catalog stock orders may not be cancelled within 30 days of the scheduled shipping date.
- A 15% cancellation charge applies to catalog stock products unless 30 days' written notice is provided.
Returned goods
Goods may not be returned without a written Return Goods Authorization (RGA#). Eligibility criteria:
- Currently manufactured by Seller.
- Sold within the last 180 days.
- Received in saleable condition.
Accepted returns are subject to a minimum 15% service charge of the original purchase price. All return shipping costs and risks are borne by Buyer. Custom-manufactured or discontinued products are not eligible for return. Authorized returns not completed within 30 days of authorization are void. Products returned without prior authorization will be refused.
Over/under shipments & shortages
Seller reserves the right to over- or under-ship any release by up to 10%. Reporting requirements:
- Shortages must be noted on the bill of lading and reported within 10 days of receipt.
- Concealed shortages or hidden damages must be reported within 10 days of arrival.
- Proof of delivery must be requested within 10 days of invoice date.
- Container shipment claims must be filed within 48 hours of delivery.
Warranties & disclaimers
Seller warrants products to be free from defects in materials and workmanship at the time of delivery. Seller's liability is limited, at Seller's option, to replacement of defective goods or repayment of the purchase price.
- Warranty claims must be made within 120 days of invoice date.
- A Return Merchandise Authorization number (RMA#) is required prior to shipping warranty returns.
- Credit is issued after review and approval of returned parts.
TITAN INTERNATIONAL SPECIALTY DIVISION MAKES NO WARRANTY, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR ANY BREACH OF WARRANTY.
Proprietary rights
Seller retains all rights to technical data, processes, and business methods arising from engineering services rendered to Buyer. Buyer agrees not to enforce any patent rights against Seller that relate to inventions made after Seller's first submission of a sale to Buyer. Buyer shall not disclose Seller's documents to any third party without Seller's authorization and shall return all such documents upon request.
Assignment & governing law
Neither party may assign rights or obligations without prior written consent, except Seller may assign to affiliates or successor entities. This agreement is governed by the domestic substantive laws of the state from which products are shipped, without regard to conflict of laws provisions. If any provision is declared invalid, the remaining provisions continue in full force.
General
Failure by Seller to insist on strict performance of any term shall not constitute a waiver. All remedies herein are cumulative and additional to any other remedies provided by law. Section captions are for convenience only and do not define or limit the scope of this agreement.