General Terms & Conditions

1. DEFINITIONS: As used in these General Terms and Conditions, “TCP” shall mean Technical Consumer Products, Inc., a Delaware corporation with its principal offices at 325 Campus Drive, Aurora, Ohio 44202. “Customer” shall mean the person, partnership, limited liability company, corporation or other entity issuing the Order. “Order” shall mean the Purchase Order and such related documents that are accepted by and agreed to by TCP. “Products” shall mean those products offered for sale by TCP through its website.
2. ORDER: When accepted by TCP, subject to Section 10 below, this Order shall constitute the entire contract between TCP and Customer for Products. None of the General Terms and Conditions contained in this Order may be added to, modified, superseded or otherwise altered except by written instrument signed by an authorized representative of the party against which such changes are sought to be enforced, and each shipment received by Customer from TCP shall be deemed to be made only upon the general terms and conditions contained in this Order, subject to any additional terms and conditions that may be contained in any acknowledgment, invoice or other documents issued by TCP and notwithstanding Customer’s acceptance or payment for any shipment or similar act of Customer, except as otherwise indicated in this Order.
3. DELAY OR NONDELIVERY: If TCP determines that it cannot ship the Products within the time specified in this Order or otherwise fulfill the terms of this Order and such change causes an increase or decrease in the cost of or the time required for the performance of this Order, an equitable adjustment may be made in the price and/or delivery schedule, as applicable, and this Order shall be modified accordingly by written instrument signed by authorized representatives of TCP and Customer.
4. QUALITY AND INSPECTION: The Products supplied hereunder shall be of good quality, free from any material faults and defects, and in conformance with this Order. If the Products fail to materially conform to TCP specifications or are otherwise materially defective, TCP shall promptly replace same at TCP’s sole expense. This is Customer’s sole remedy with respect to defective Products under this Section 4. Nothing contained herein shall be construed to waive any limitations of liability, or to expand TCP’s warranties that may be set forth on any Product packaging or in anyagreement between TCP and Customer. TCP reserves the right to have any allegedly defective products returned to TCP at Customer’s expense for inspection by TCP for quality assurance.
5. COMPLIANCE WITH AUTHORITY: TCP and the Products shall comply with all laws, orders, rules, ordinances, codes and regulations of any governmental body applicable to it.
6. PATENT AND OTHER INFRINGEMENT: TCP shall indemnify Customer and hold it harmless from and against any and all loss, liability or expense by reason of any claim or suit for alleged infringement of any copyright, trademark, patent, trade secretor other intellectual property related to TCP’s design, manufacture and or labeling or Products furnished hereunder, and shall defend any such claim or suit and pay all reasonable costs and expenses incidental thereto; but at its option Customer shall have the right to participate in the defense of any such claim or suit, at its own expense, without relieving TCP of any obligations hereunder.
7. INDEMNITY: TCP shall defend, indemnify, and hold Customer harmless from and against any claims or damages arising directly out of or in connection with (i) the infringement of the proprietary rights of any third party with respect to any of the Products, (ii) the breach by TCP of any of its representations, warranties, covenants, obligations, agreements or duties stated herein, and (iii) any and all claims directly relating to Product defects made against the Customer.
8. ASSIGNMENT: Neither this Order nor any claim against TCP arising directly or indirectly out of, or in connection with this Order, shall be assignable by Customer or by operation of law.
9. DEFAULT: If TCP materially breaches any provision hereof, Customer shall have the right to terminate this Order upon prompt written notice to TCP. Customer’s right to terminate this Order pursuant to this section shall be the sole remedy available to Customer under this Section 9.
10. CONTRACTS: This Order and the General Terms and Conditions shall be subject to any existing written contracts between TCP and Customer relating to the Products. The terms and conditions of such contracts shall supersede this Order and its General Terms and Conditions regarding such Products. If there is a conflict between any term or condition of such contract and any term or condition of this Order, the affecting term or condition of such other contract shall prevail.
11. NOTICE: All notices given hereunder shall, unless otherwise specifically provided, be given in writing, by personal delivery, mail, or electronic transmission at the respective addresses of TCP and Customer set forth in this Order, unless either party at any time or times designates another address for itself by notifying the other party through a means reasonably likely to be received by the other party.
12. CONSENT TO JURISDICTION: Any action to enforce, arising out of, or relating in any way to, any of the provisions of this contract maybe brought and prosecuted in such court or courts located in the State of Ohio, Portage County; and the parties consent to the jurisdiction of said courts located in the State of Ohio and to service of process by registered mail, return receipt requested, or by any other manner provided by law.