Terms and Conditions of Sale

These Terms and Conditions of Sale govern business purchases of goods and any expressly agreed services from TIMCONTROLS LLC, referred to as “TIMC”, “we”, “us” or “our”.

You can contact us at legal@timcontrols.com.

“You” and “your” mean the business purchasing from us. By placing an order, you confirm that you are acting for business purposes and have authority to bind that business.

These Terms apply where TIMCONTROLS LLC is identified as the seller. “In writing” includes email. “Business days” means Monday to Friday, excluding public holidays at our business address.

Website listings, availability indications and general product information are invitations to enquire and do not constitute binding offers or confirmation of stock.

Quotations remain valid for the period stated in them. Unless expressly stated otherwise, availability is subject to confirmation before order acceptance.

An order becomes binding when you accept our quotation and these Terms and we issue written confirmation accepting the order. Submitting an enquiry or purchase order does not, by itself, oblige us to supply goods.

The accepted quotation and order confirmation identify the goods, condition, price, payment arrangements, delivery terms and any agreed testing, services or warranty. Specific provisions expressly agreed in writing prevail over inconsistent provisions in these Terms.

We expressly object to additional or conflicting terms in your purchase order, purchasing portal or other documents unless an authorised representative of TIMC expressly accepts them in writing.

We may correct errors before accepting an order. Changes to an accepted order require written agreement between both parties.

You are responsible for accurately specifying and approving the required part number, quantity, condition, hardware or firmware revision and any compatibility, documentation or certification requirements.

You must assess whether the goods are suitable for your equipment and intended application. Where you require us to undertake a particular selection, compatibility assessment or engineering service, its scope must be expressly agreed in writing.

We remain responsible for supplying goods that conform to the agreed description and specifications. General technical information, photographs and illustrations do not guarantee an exact serial number, manufacturing date, revision or packaging configuration unless expressly agreed.

We will not substitute a materially different product, condition or revision without your written agreement.

An ordering error on your part does not, by itself, entitle you to cancel or return goods that conform to the contract.

The condition of the goods and any agreed testing requirements will be stated in the quotation or order confirmation.

Testing is limited to the procedures and conditions expressly agreed. A successful test does not establish suitability for every installation, compatibility with an untested system, remaining service life or certification for a particular application.

Any inspection, testing, repackaging or relabelling must remain consistent with the agreed product description and applicable identification, origin, safety and traceability requirements. We will obtain your agreement before making a material change to an agreed packaging or condition requirement.

Repackaging or adding identification labels does not, by itself, establish manufacturer endorsement, change the country of origin or confer product certification.

Installation, programming, commissioning, engineering and independent certification are included only where expressly agreed in writing.

Prices, currency, deposits, payment dates and any credit arrangements are set out in the accepted quotation or a separate written agreement.

Taxes, duties, freight, insurance and other charges are included only where expressly stated.

You must pay by the agreed due date. Your payment obligations are independent of payment, acceptance or cancellation by your own customer or any other third party.

If you dispute an invoice, you must promptly notify us in writing, identifying the amount disputed and the reasons. Undisputed amounts remain payable when due. Raising a complaint or requesting a return does not automatically suspend payment obligations, subject to any applicable legal right to withhold or deduct payment.

Where payment is overdue, we may give written notice and suspend further performance to the extent permitted by law. We may recover interest and reasonable collection costs where agreed or otherwise legally recoverable.

Where reasonable grounds arise to doubt your ability or willingness to pay, we may request reasonable assurance of payment and suspend affected performance where legally permitted. Any security arrangements must be expressly documented.

Once an order is accepted, you may not cancel, reduce or change it for convenience without our written agreement. Cancellation by your customer, a change in your requirements or sourcing the goods elsewhere does not automatically release you from your obligations.

Where we agree to cancellation, you must pay the reasonable cancellation amount agreed in writing. This may include non-recoverable supplier commitments, work already performed, testing, packaging, freight and other reasonably incurred losses. Costs saved and amounts recovered or reasonably recoverable through resale must be taken into account, without double recovery.

Goods identified in the accepted quotation as non-cancellable and non-returnable cannot be cancelled or returned for convenience unless we expressly agree otherwise.

If you cancel without our agreement or otherwise refuse to perform the contract, we retain the remedies available under the contract and applicable law.

These provisions do not remove rights arising from our breach or any rights that cannot lawfully be excluded.

Delivery arrangements, freight responsibilities and the point at which risk passes will be stated in the accepted quotation or order confirmation. Any agreed Incoterm must identify the named place and applicable edition.

Delivery dates are estimates unless we expressly agree in writing that a date is binding. You must tell us before order acceptance if a particular date is essential.

You must provide accurate delivery details and the information, documents and cooperation reasonably required to complete delivery.

If you fail to accept a properly tendered delivery or cause delay by withholding necessary instructions or documents, we may, after notice, arrange reasonable storage, insurance or redelivery at your expense. We will take reasonable steps to limit these costs. Risk passes in accordance with the agreed delivery terms and applicable law.

Customs clearance responsibilities and associated charges will be allocated for the relevant shipment. Each party remains responsible for the legal obligations applicable to its role. No contractual allocation removes obligations imposed by law on an importer, exporter, distributor or manufacturer.

Inspect the goods reasonably promptly after delivery. Notify us in writing of visible damage, shortages or incorrect goods within five business days, or as soon as reasonably practicable if that period is insufficient in the circumstances.

Notify us promptly of faults discovered later and within any applicable warranty period. The delivery-inspection period does not shorten an expressly agreed warranty or remove rights concerning faults that could not reasonably have been discovered on delivery.

Your notification should identify the order, affected goods and serial numbers, describe the problem and include reasonably available photographs, test results and installation information.

Preserve the goods and relevant packaging and give us a reasonable opportunity to investigate. Stop using goods where continued use could create a safety risk or worsen the damage.

The goods must conform to the agreed description and condition at delivery under the agreed delivery terms. Any additional warranty, including its duration and scope, will be stated in the accepted quotation or a separate written warranty.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EXPRESS WARRANTIES AGREED WITH YOU, WE DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DOES NOT EXCLUDE RIGHTS OR OBLIGATIONS THAT CANNOT LAWFULLY BE EXCLUDED.

For a valid claim, we may repair or replace the affected goods or refund their price. We will provide the remedy within a reasonable time. If repair or replacement cannot provide an effective remedy within a reasonable time, we will provide an appropriate refund, subject to applicable law.

Warranty coverage does not extend to a fault to the extent caused by improper storage, transportation and delivery, handling, installation, wiring, electrical supply, operation, misuse, unauthorised modification or repair, or ordinary wear. An unrelated fault is not automatically excluded merely because one of these circumstances occurred.

Our testing or inspection of a claim does not itself constitute acceptance of liability.

Contact us for written return authorisation before sending goods back. We will not unreasonably withhold authorisation for a valid claim. Our return procedure does not remove any lawful right to reject goods.

Returned goods must be reasonably protected for transport and identifiable against the original order. Sending goods back does not, by itself, establish an agreed cancellation, refund or credit.

We will cover reasonable return and replacement shipping costs for valid claims, unless another lawful allocation was expressly agreed before the order.

Do not arrange repairs, replacements or other work at our expense without our prior written approval, except where applicable law permits otherwise or reasonable emergency action is necessary to prevent further loss.

Any inspection or return charges for goods found to have no covered defect must be disclosed and agreed in advance.

Returns for convenience are discretionary. Any restocking charge, freight costs or other conditions must be agreed before we accept the return.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR LOSS OF PROFIT, REVENUE, PRODUCTION, BUSINESS, USE, CONTRACTS OR ANTICIPATED SAVINGS; DOWNTIME OR VESSEL DELAYS; OR INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS. THE SPECIFIED CATEGORIES OF LOSS ARE EXCLUDED WHETHER DIRECT OR INDIRECT AND WHETHER OR NOT FORESEEABLE.

Unless expressly agreed otherwise, we do not accept liability for removal, reinstallation, commissioning or substitute-equipment costs, to the extent permitted by law.

OUR TOTAL AGGREGATE LIABILITY ARISING FROM AN ORDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE PRICE PAID OR PAYABLE FOR THE GOODS OR SERVICES GIVING RISE TO THE CLAIM.

These exclusions and limits do not apply to fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited.

Each party must take reasonable steps to reduce losses arising from a problem. These limitations do not reduce your obligation to pay amounts properly due.

Each party must comply with export-control, sanctions, customs and product laws applicable to its activities.

You must provide accurate information about the destination, end user and intended use where reasonably requested. We may suspend or decline performance where necessary information is missing or there are reasonable grounds to believe the transaction would breach applicable law.

You must ensure installation and commissioning are performed by competent personnel and that application-specific approvals are obtained. This does not transfer obligations legally imposed on TIMC.

Notify us promptly of any suspected safety defect and reasonably cooperate with investigations, corrective action or recalls.

Non-public quotations, pricing, sourcing information and technical or commercial information received in connection with an order must be used only to evaluate or perform the transaction.

Such information may be shared with personnel, suppliers and advisers who need it for that purpose and are subject to appropriate confidentiality obligations, or where disclosure is legally required. These restrictions do not cover information that is public without breach, independently developed or lawfully obtained elsewhere.

TIMC operates as an independent distributor. References to manufacturers, trademarks and part numbers identify products and do not, by themselves, imply that TIMC is an authorised distributor or endorsed by the manufacturer.

Personal information is handled as described in our Privacy Notice.

Either party may terminate an affected order if the other commits a material breach and fails to remedy it within ten business days after written notice, where the breach can be remedied. Immediate termination is permitted for an irremediable material breach or where continued performance would be unlawful.

These provisions do not prevent an earlier suspension expressly permitted under these Terms or applicable law.

Neither party is responsible for delay or failure caused by an event beyond its reasonable control that it could not reasonably avoid or overcome. The affected party must notify the other promptly and take reasonable steps to limit the consequences. Ordinary supplier difficulties or increased costs do not automatically qualify.

If such an event materially prevents performance for more than thirty days, either party may terminate the affected unperformed part of the order. Prepayments for goods or services not supplied will be refunded, subject to lawful deductions and legal restrictions.

Termination does not affect accrued payment obligations, existing claims or provisions intended to survive termination.

The contract is governed by the laws of Wyoming, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state courts located in Wyoming, and the federal courts having jurisdiction there, have exclusive jurisdiction over disputes arising from the contract, subject to any mandatory applicable law.

Before starting proceedings, the parties will seek to resolve the dispute through written discussion. This does not prevent urgent relief, action to preserve a claim before a deadline, or recovery of an overdue undisputed debt.

The accepted quotation, order confirmation, these Terms and any expressly agreed written amendments form the contract, subject to any separately signed agreement governing the transaction.

Changes to an existing contract require written agreement by both parties. Updated website terms apply to future orders and do not automatically change existing contracts.

Failure or delay in enforcing a provision does not, by itself, waive it. If a provision is unenforceable, the remaining provisions continue to apply to the extent permitted by law.

Contractual notices must be sent to the contact details used for the order. Notices to TIMC concerning disputes or legal matters should also be sent to legal@timcontrols.com. This provision does not govern formal service of legal proceedings.