1. Gua rantee: Equipment manufactured by Top Product
Innovatio ns, hereby known as "TPI," is warranted by TPI to
be free from defects, workma nship o r materials for a per iod
of two (2) years from the date of product insta llation. The
foregoing warranty shall not apply to equipment a ltered
or repaired after ship ment, by any person not auth orized
by TPI, and TPI sha ll in no event be lia ble for any alteration s
or repai rs made witho ut its written consent.
In add ition: A) The equipment must be install ed and
operated in accordance with TPI's instructions and
literature. B) G uarantee applies only to pa rts/items
defective when sh ipped from th e factor. If a part is found to
be defective when s hipped, wh ether defect is im mediately
appa rent or discovered duri ng Guarantee pe riod, through
proper use of the equipment, TPI, at its option, will repa ir
the part, fu rnish a rep laceme nt part, or issue a credit
memorandum. C) Guarantee appl ies to parts only, FOB
factory and specifica lly excludes labor to remove and
instal l replacement parts. D) It sha ll be the sole decision
of TPI to have defective products shipped to their facility
for evaluation or disposa l. Customers returni ng products
found not to be defective sh all be charged accordingly for
material a nd ship ping costs.
2. Disclai mer of warranti es: The foregoing o bligati ons are
in lie u of all other o bligati ons and l iabil ities in cludi ng all oth er
warranties expressed or impli ed, including any warranty
of merchantabil ity or fitness for particular a pplication or
purposes, w hich are he reby expressly excluded . In no event
shall T PI be liable to the customer for any di rect, collateral,
incid ental, conseque ntial, or exemplary damages in
connection with the customer's use or operation of the
equipment, or for any other cause whatsoever relating to
the equipme nt or its installation. This warranty does not
cover any incid ent related to mold, bacteri a, virus, or toxic
gas. Customer acknowledges and represents to TPI that
no emp loyee, agent, o r representative of TPI has made a ny
warranty or representation regarding the merchand ise,
except as set out in pa ragraph 1, a bove.
3. Limitati on of remedy: Nei ther TPI nor it s representatives
shall be liable to customer o r anyone else, for any liability,
claim, loss, damage, or expense of any kind, or for any
direct, collateral, incidental, consequential, or exemplary
damag es relative to, arisi ng from, caused directly or
indi rectly by the equ ipment, its installati on, or th e use
thereof or any deficien cy, defect or inadeq uacy of the
equipment a nd it is expressly agreed that the customer's
exclusive remedy for any cause of actio n related to the
purchase, installation, a nd/or use of the equipm ent shall
be for damag es and TPI 's liability for any and all losses or
damag es resulting from any cause whatsoever, includin g
without limitation neg ligence, strict liabil ity, any other
tort, breach of contract and breach of the warranty shall
in no event exceed the purchase price of the equipm ent in
respect to whic h the claim is ma de, or at the election of TPI
the restoration , replacement, o r repair of such eq uipme nt.
4. Freight an d risk of loss: Unless ot herwise stated, (A) All
equi pment is sold FOB factory a nd (B) Customer has ti tle to
the equ ipment, and th e risk of its loss or damag es is on the
customer, from and after t he time th e equip ment leaves the
manufacturin g facility, (delivery/dispatch may be made
in one lot or in several lots at TPI's option, a nd when made,
in several lots, i nvoices will be issued by TPI represe nting
approxima tely the pri ce of each lot and the am ount of any
such invoi ces will not be disp uted as long as the tota l of the
invoices does n ot exceed the total contract pri ce.
5. Technical Advice: Upon requ est, TPI will furnish
technical advice to the custome r regardi ng the use of
the equipme nt, but only on the understa ndi ng that TPI
assumes no obli gation or liability for such advice or th e
results obtained th erefrom and that such advice is given
and accepted at c ustomer's risk.
6. Taxes & Duties: U nless otherwise stated, the purchase
price does not include taxes an d duties. The custom er
agrees to reim burse a ny tax or duty i ncurred by TPI, upon
the sal e, transportatio n, or purchase of th e equipm ent sold
hereunder.
7. TPI h ereby reserves the rig ht to make without notice
such mi nor modifications in specifications, designs, o r
materials as may be deemed necessa ry or desirable by
experi ence.
8. The purchas er shall n ot assign or i n any way transfer any
of its rights o r obligat ions hereu nder to any othe r person(s),
firm or com pany without t he prior writte n consent of TPI.
9. This agreement shall be governed a nd constru ed in
accordance with the state of North Caroli na. Both pa rties
also ag ree to submit to the excl usive venue an d jurisd iction
of the courts of th e state of North Carol ina for any liti gation
pertai ning to thi s agreement.
10. M odification: Any cla im by customer that the pa rties
have modified the above terms shall be ineffective to
create additional d ifferent obli gations of TPI unless such
modifi cation is i n writin g and signed by an a uthorized
repres entati ve of TPI.
11. If any provision of this ag reement, includin g any
limitation of liabil ity, is held invalid or un enforcible by any
court of comp etent jurisd iction, th e other provisio ns of this
agreement will remain i n force and effect. Any provision
of this agreement held to be inval id or unenforceable
only in pa rt or degree will remain i n full force and effect to
the extent not hel d invalid or unenforceable. At the ti me
of placement of order by customer to TPI, the customer
indi cates acceptance of the above terms as the sole
and exclusive terms of the ag reement between TPI and
customer.