Terms & Conditions of Sale

Acceptance and Cancellation of Order

Each order shall be subject to the terms and conditions stated herein, which supersede all terms and conditions which appear on Purchasers order form or other document:

  1. Acceptance of an order by Top Line is expressly conditioned on Purchasers consent to all terms and conditions stated herein, which consent shall be deemed given unless Purchaser notifies Top Line to the contrary in writing within ten (10) days after Top Line’s receipt of acknowledgment or confirmation of order.
  2. No modification of the conditions and terms stated herein will be recognized by Top Line unless specifically agreed to in writing.
  3. Failure of Top Line to object to provisions contained in any purchase order or other communication from a Purchaser shall not be construed as an acceptance of such provisions, or as a waiver of the terms and conditions stated herein.
  4. Any contract of sale and document shall be governed by and construed according to the laws of the State of Pennsylvania.
  5. No order accepted by Top Line may be altered or modified by the Purchaser unless agreed to in writing signed by Top Line.
  6. No order may be canceled or terminated except upon written consent of Top Line and payment of Top Line’s cancellation charges.

Delivery

Delivery of goods to a carrier at Top Line’s facility or other shipping point shall constitute delivery to Purchaser; and, regardless of freight payment, all risks of loss or damage in transit shall be borne by Purchaser.

Transportation Costs

Unless otherwise specified, all goods are sold F.O.B. Top Line ‘s facility or other shipping point. Method and route of shipment shall be at the discretion of Top Line unless Purchaser shall specify otherwise; any additional expense of the method or-route of shipment specified by Purchaser shall be borne entirely by Purchaser.

Partial Shipments and Delays

Top Line reserves the right to make delivery in installments, unless otherwise expressly stipulated in the contract of sale; all such installments shall be separately invoiced and paid when due per invoice without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of obligation to accept remaining deliveries. Top Line shall not be liable for any damage, including special or consequential damages, as a result of any delay due to any cause beyond Top Line’s control, including without limitation, an act of God, act of the Purchaser, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, riot, delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities. In the event of such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

Payment Terms

The net amount of an invoice shall be due 30 days after the invoice date unless otherwise stated on the invoice. Thereafter, any unpaid balance may be subject to a service charge. If during the period of performance of an order the financial condition of the Purchaser shall not justify the payment terms specified, Top Line may require full or partial payment in advance before proceeding with the order. Invoice price shall be that in effect on date of shipment. For purchases in excess of $1,000.00 per order, the company will charge a 2% convenience fee to customers using a credit card to make payment at the time of order placement; and, to charge a 3.5% convenience fee to customers that make payment with a credit card after order placement. The convenience fee charge will be based on the entire invoice amount and will be added on to the credit card payment transaction being processed.

Minimum order of $50.

Warranties

Top Line warrants the products manufactured by it against defects in materials and workmanship when used in accordance with the applicable instructions for a period of one year from the date of shipment of the products. Top Line makes no other warranty, expressed or implied. There is no warranty of merchantability or fitness for a particular purpose. The warranty provided herein and the data, specifications, and descriptions of Top Line products appearing in Top Line’s published catalogs and product literature may not be altered except by express written agreement signed by an officer of Top Line. Representations, oral or written, which are inconsistent with this warranty or such publications are not authorized and if given, should not be relied upon.
In the event of a breach of the foregoing warranty, Top Line’s sole obligation shall be to repair or replace, at its option, any product or part thereof that proves defective in materials or workmanship within the warranty period, provided the Customer notifies Top Line promptly of any such defect. The exclusive remedy provided herein shall not be deemed to have failed of its essential purpose so long as Top Line is willing and able to repair or replace, F.O.B. our plant, any non conforming Top Line product or part. Top Line shall not be liable for consequential damages resulting from economic loss, property damages, or any other damages sustained by any Customer from the use of its products.

Returns

No products may be returned to Top Line without prior express written approval, and freight must be prepaid by Purchaser to Top Line on all returns. Returned products must be securely packaged to reach Top Line without damages and must be clearly marked with the name of the shipper. Credit for returned merchandise, if accepted, will be issued by Top Line on current merchandise in salable condition based upon the purchase price or current selling price, whichever is lower. All returns of non-current merchandise are subject to repair (parts and labor) charges, if repaired, or Top Line will issue credit only for current components salvaged. All returns are subject to Sellers restocking or refurbishing charges.

Claims

Claims for loss or damage to goods in transit should be made to the carrier promptly and not to Top Line. Claims for shortages or other errors, exclusive of transit shortages or damages, must be made in writing to Top Line within ten (10) days after delivery. Failure to give such notice shall constitute acceptance and waiver of all such claims by Purchaser.

Taxes and Other Charges

Any manufacturers tax, retainer’s occupation tax, use tax, excise tax duty, custom, inspection or testing fee, or any other tax, fee or charge, of any nature whatsoever, imposed by any government authority, on or measured by any transaction between Top Line and the Purchaser shall be paid by the Purchaser in addition to the prices quoted or invoiced unless Top Line specifically states that such taxes or charges are included in those prices. In the event Top Line shall be required to pay any such tax, fee, or charge, the Purchaser shall reimburse Top Line therefore; or in lieu of such payment, the Purchaser shall provide Top Line at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing the same.

Patents, Etc

Top Line agrees to defend and indemnify Purchaser against any claim or suit brought against Purchaser based on alleged infringement of any United States patent by products sold by Top Line to Purchaser hereunder provided the Purchaser immediately notifies Top Line of any such claim or suit and gives to Top Line full control over the defense of such suite and over any negotiations for settlement. As to any product manufactured or labeled by Top Line in accordance with designs or instructions furnished by Purchaser, Purchaser shall defend and indemnify Top Line against any claim made against Top Line for patent, trademark, or copyright infringement.

Substitutes

Top Line may furnish suitable substitutes for goods unobtainable because of priorities or regulations established by governmental authority or the non-availability of goods from suppliers.