Terms & Conditions of Sale
1. ACCEPTANCE
All orders placed with TOQUARTZ (“Seller”) are subject to written confirmation and acceptance. No order shall be binding until such acceptance is duly authorized and communicated in writing by Seller. These Terms and Conditions of Sale govern all sales made by TOQUARTZ and are expressly incorporated into and supersede any contradictory or additional terms provided in Buyer’s purchase order or other communications. Any performance by TOQUARTZ in reference to a Buyer’s order shall not be deemed acceptance of any differing terms unless expressly agreed in writing.
Minimum order value is USD $100 for domestic orders and USD $250 for international orders. Due to production variances, fulfilment quantities may differ by ±10% of the confirmed purchase order quantity, and such discrepancy shall be considered fulfillment in full.
2. REPRESENTATIONS AND WARRANTIES
TOQUARTZ warrants that delivered goods will (i) be free from defects in materials and workmanship and (ii) substantially conform to the product specifications confirmed by Seller in writing. If the goods fail to meet this warranty, the Buyer’s sole and exclusive remedy shall be limited, at Seller’s discretion, to (i) repair or replacement of the defective goods, or (ii) refund of the purchase price of such goods, provided that:
– Written notice of the defect is received by Seller within thirty (30) days of the delivery date;
– The non-conforming goods are returned to Seller following proper return authorization procedures.
Seller assumes no responsibility for damages, loss of business, or any incidental or consequential loss caused by use of the products. Recommendations from TOQUARTZ regarding application or usage of goods are made in good faith but are not warranties.
Any and all warranties not expressly stated herein, including implied warranties of merchantability or fitness for a particular purpose, are hereby excluded and disclaimed to the fullest extent permitted by applicable Chinese law. No statements made by Seller or provision of samples shall create binding warranties.
3. PRICE
The purchase price shall be as confirmed in Seller’s written order confirmation. If delivery is scheduled more than ninety (90) days after order placement, TOQUARTZ reserves the right to increase the price with thirty (30) days’ prior written notice. Price increases of up to 15% shall be binding. In the event of a price increase exceeding 15%, Buyer may cancel the affected portion of the order without penalty.
All prices are exclusive of applicable taxes (e.g. VAT, import duties), which shall be borne by the Buyer. If the Buyer claims exemption, appropriate certification shall be provided to Seller; otherwise, Buyer remains liable for all applicable taxes.
4. PAYMENT
For Buyers with approved credit terms, payment shall be made in full within thirty (30) days from the invoice or shipment date, whichever comes first. Late payments will incur interest at 1.5% per month or the maximum lawful rate under applicable regulations in the People’s Republic of China, whichever is lower.
Buyer will also be liable for any legal or collection fees incurred by TOQUARTZ in recovering unpaid amounts, including court costs and attorney’s fees. Returned checks will be subject to a USD $50.00 processing fee.
Credit card payments (Visa, MasterCard, American Express, Discover) are accepted only at the time an order is placed. Outstanding balances may not be settled using credit cards unless otherwise approved by TOQUARTZ.
5. FORCE MAJEURE & LIMITATION OF LIABILITY
TOQUARTZ shall not be held liable for any failure or delay in performance directly or indirectly caused by events beyond its reasonable control, including but not limited to: natural disasters, fire, flood, pandemic, war, embargo, government regulations, labor disputes, supply chain disruptions, or failures by subcontractors.
IN NO EVENT SHALL TOQUARTZ BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, OR THIRD-PARTY CLAIMS. THE TOTAL LIABILITY OF TOQUARTZ FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE OF THE GOODS GIVING RISE TO SUCH CLAIM.
6. SHIPMENTS
Shipping and delivery dates are estimates only and not guaranteed. All goods will be delivered F.O.B. TOQUARTZ’s shipping point. Risk of loss transfers to Buyer upon delivery to carrier. Unless otherwise specified by Buyer, TOQUARTZ will select the shipping method and provider in good faith.
Buyer is responsible for freight, insurance, and import duties. An international processing fee of USD $50 will be charged on each international order. In the event of non-payment by Buyer, Seller reserves the right to cancel or withhold future shipments or to require full prepayment in advance of dispatch.
7. DELIVERY
Should Buyer request delayed delivery, all additional expenses (warehousing, insurance, etc.) shall be charged to Buyer. Goods held in storage shall be considered delivered for invoicing and risk-of-loss purposes.
Partial shipments are permitted, and each partial delivery shall be treated as a separate transaction. Payment is due accordingly. In the event Buyer refuses delivery, TOQUARTZ may declare goods ready for dispatch in writing, which shall constitute valid tender.
8. INSPECTION / RETURNS
Buyer must inspect goods promptly upon receipt. Defects discoverable by visual inspection must be reported in writing within thirty (30) days of delivery, referencing TOQUARTZ’s packing list. No claims for defects will be honored unless received per this provision.
All returns must be pre-approved and accompanied by a return material authorization (RMA) issued by Seller. Returns without an RMA or not following return instructions will be rejected. RMA numbers are valid for thirty (30) days; goods not returned within this time will be deemed accepted.
Damage claims due to shipping must be reported within ten (10) days. Buyer must retain all packaging and notify the carrier immediately for damage assessment. TOQUARTZ is not responsible for goods damaged in transit. Insurance and claims are solely Buyer’s responsibility with the carrier.
Returns unrelated to Seller fault, upon acceptance, are subject to a 20% restocking fee. Credit will be issued to the Buyer’s account or payment method. No cash refunds.
No legal action arising from the sale of goods may be commenced more than one (1) year after the cause of action arises.
9. CHANGES & CANCELLATIONS
Post-quotation changes to specifications are subject to price adjustments for labor and materials expended. Orders may only be cancelled with TOQUARTZ’s written consent. Cancellation terms will account for value-added, effort, and unrecoverable costs. Custom or special orders are non-cancellable and non-returnable.
Failure of TOQUARTZ to enforce any provision herein shall not constitute a waiver of future enforcement. No waiver shall be valid unless provided in writing by an authorized officer of TOQUARTZ.
10. GOVERNING LAW & JURISDICTION
This agreement and any disputes arising herefrom shall be governed by the laws and regulations of the People’s Republic of China, excluding its conflict of laws principles. Any dispute, controversy, or claim shall be submitted to a competent court seated in China as designated by TOQUARTZ, and Buyer irrevocably submits to such jurisdiction.
If any provision of these Terms is deemed unenforceable, the remaining provisions shall remain in full force and effect.
11. ENTIRE AGREEMENT
These Terms and Conditions contain the entire agreement between Buyer and TOQUARTZ concerning the purchase of goods. Any additional or inconsistent terms in Buyer’s documents shall be considered null and void unless explicitly incorporated in writing by TOQUARTZ.
These Terms may be amended only in a written document signed by an authorized TOQUARTZ officer. Buyer shall be deemed to have accepted these Terms unless written objection is submitted within five (5) days from receipt.
All notices, requests, and other formal communication shall be served in writing via email, express courier, or local post. Delivery shall be deemed effective upon confirmed receipt via email or, if by mail, after proper addressing and posting.
12. ASSIGNMENT
No party may assign its rights or delegate obligations under this agreement without prior written consent. Unauthorized assignment shall be void.
13. GENERAL
Goods are manufactured in accordance with TOQUARTZ’s standard tolerances unless otherwise agreed upon in writing. Any tools, dies, or fixtures created by TOQUARTZ remain the property of TOQUARTZ, even if charges were invoiced. These may be disposed of without notice. Buyer-owned tooling will be returned upon request.
For transactions where Buyer submits equipment or components (collectively, “Materials”) for modification or repair, TOQUARTZ accepts no responsibility for the suitability, success, or condition of the Materials. Use of Buyer-provided data is at Buyer’s sole risk. TOQUARTZ shall not be liable for any loss, damage, or breakage to Buyer’s property, even if due to Seller negligence, unless such was the direct result of willful misconduct.
Buyer agrees to indemnify, defend, and hold harmless TOQUARTZ, including its employees and agents, from all claims, damages, or expenses arising from any product defect or use of goods, including third-party lawsuits or investigations.
The term “in writing” includes all electronic communications, such as email or digital data transfer unless context otherwise requires.
By placing an order with TOQUARTZ, the Buyer acknowledges and agrees to be bound by these Terms and Conditions of Sale.