Terra Universal, Inc. — Terms & Conditions

Thank you for choosing Terra Universal. Summarized, Terra's terms are:

 

1. Product Suitability & Limitation of Liability

Terra does not guarantee the suitability of Terra-supplied equipment for your specific application, only that it will perform to the specifications documented on quotes and order confirmations, not including oral instructions or other requirements not listed. Terra is not responsible for any consequential damages or loss of revenue resulting from performance issues or delays in manufacturing or installation.

2. Order Placement & Acceptance

Customer's issuance of a purchase order in response to a Terra quotation, Customer's written acceptance of a Terra quotation, or Customer's remittance of any advance payment constitutes Customer's acceptance of Terra's quotation and these Terms and Conditions and creates a binding agreement between Customer and Terra. Upon receipt of a purchase order or advance payment, the order may not be withdrawn, revoked, modified, or cancelled except with Terra's prior written consent in accordance with Section 8.

Terra reserves the sole right to review an order before releasing it to production. Orders will not be released for production until Terra has completed its review and approval of, as applicable, the purchase order, pricing, payment terms, credit, required deposits, customer-approved drawings, export compliance requirements, and any other required documentation or licenses. Terra reserves the right to reject or suspend an order if these requirements are not satisfied.

Terra may issue an Order Confirmation acknowledging receipt of the order and providing administrative details. An Order Confirmation is not required to create a binding agreement or to make an order non-cancellable, but serves as confirmation that Terra has begun processing the order. Unless otherwise specified on Terra's quotation or Order Confirmation, these Terms and Conditions supersede any conflicting terms contained in Customer's purchase order, request for proposal (RFP), or request for quotation (RFQ). Any conflicting or additional terms proposed by Customer are expressly rejected unless specifically approved in writing by an authorized Terra representative.

3. Pricing

For quotes, due to price fluctuations and market conditions, pricing and specifications may expire with no notice after 48 hours.

4. Payment Terms & Late Charges

Payment terms are shown on the order confirmation. A late charge is invoiced on products & services unpaid 15 days after their due dates and must be paid to restore open account status. The late charge is determined based on whichever of these is greater: (1) 10% of the products and services invoiced on, or (2) the discount granted (if any). Invoice due date is based on invoice date.

5. Export Compliance (U.S. Department of Commerce)

Orders may not be accepted without receipt of Terra's order confirmation. Quotes are issued and orders are accepted with the understanding that all export-related information provided by you—including, as applicable, the shipping consignee, ultimate consignee, end user, and final destination—is complete and accurate for purposes of U.S. Department of Commerce Export Administration Regulations (EAR). You agree to notify Terra immediately of any changes to this information, including changes identified through export documentation such as the BIS-711 Statement by Ultimate Consignee and Purchaser, where applicable.

The U.S. Department of Commerce prohibits Terra Universal, and all U.S.-based companies, from engaging in transactions that violate the Export Administration Regulations (EAR), including transactions involving restricted parties or destinations subject to applicable U.S. export controls and sanctions. Certain exports or reexports may require an export license. If an export license is required, the applicable processing charge is due with the order. Because export license processing times are determined by the U.S. government and cannot be predicted, orders requiring export licenses will not be accepted for production or shipment until all required licenses have been approved and received.

6. Lead Times & Delivery

Estimated lead time given on the quote begins on Terra's acceptance of the order per Terms stated above. All lead times are estimates, depending on workloads at the time the order is ready for manufacturing, and/or vendor availability, and are NOT guaranteed.

Since many products are manufactured or purchased to order and depend on workloads at the time the order is ready for manufacturing and/or vendor availability, Terra cannot guarantee standard delivery dates. All standard shipping and delivery dates provided by Terra are estimates only. Delays in shipment do not constitute grounds for cancellation or termination of an order, or an excuse to withhold payment. Terra does not accept orders with terms, penalties or payment conditions tied to standard estimated shipping or delivery dates.

Orders are accepted with the understanding that shipping/delivery date is a non-guaranteed estimate and not grounds for cancellation, termination or withholding payment. For qualifying orders, Terra offers guaranteed ship dates though its optional FasTrak program. Please inquire about FasTrak coverage for details.

7. FOB Terms & Shipping

The FOB point is stated on the order confirmation. Terra handles shipments based on its shipping policy. FOB “Destination” orders ship “prepaid” or “prepaid and add” with the freight cost plus handling and DVC charges added to each shipment. FOB Destination means that risk of loss transfers to the customer when the shipment is delivered. Terra directly handles losses and damages on FOB Destination shipments which is faster and fairer than common carrier. In rare occasions or for some international shipments, other FOB terms may be used and shown on order confirmations. Each will have its own meanings and special responsibilities. For more information please contact your account manager. To reduce costs and expedite delivery, it may be necessary to ship from different factories and in partial shipments.

8. Order Cancellation

Once Terra receives a Customer's purchase order, written acceptance of a Terra quotation, or advance payment, the order is binding and may not be withdrawn, revoked, modified, or cancelled except with Terra's prior written consent.

If Terra approves a cancellation, it shall be subject to terms that fully compensate Terra for costs incurred, commitments made, and work performed, including, without limitation, engineering, administrative, procurement, manufacturing, material, supplier cancellation charges, storage, and other reasonable expenses. Cancellation fees may apply.

Orders that have been released to production are generally non-cancellable. Custom products, specialty products, non-stock products, products not manufactured by Terra, products manufactured or procured specifically for Customer, and products modified or damaged by improper use, repair, or the application of labels or nameplates are non-cancellable and non-returnable unless Terra expressly agrees otherwise in writing.

9. Storage of Completed Orders

Terra holds items at no charge for a maximum of 3 business days after notification of order completion. After 3 days, a storage fee of 1% of the product purchase price will be applied daily. If the cumulative storage fee exceeds the purchase price, the items will be considered abandoned and returned to stock. No refund will be given.

10. Returns & RMA

All return requests must be submitted to Terra in writing within 14 days after the customer receives the product. No returns will be accepted without an RMA. Returns solely due to minor defects that do not affect the product's function, form, performance, or safety will not be accepted. Items accepted by Terra must be in their original condition and in original shipping containers. The customer is responsible for all return shipping costs, and returns must be shipped FOB Terra, freight prepaid. Terra may reject any return that does not meet these requirements. Approved returns may be subject to a restocking fee. Terra may issue store credit against future orders rather than cash refunds. Store credits expire in 60 days unless a waiver is applied and approved by Terra.

The following items are non-returnable: gloves, filters; products with integrated filters, including laminar flow and fume hoods; custom products; non-stock products; vendor-supplied products; and products modified by the customer. Filters and products with integrated filters are non-returnable due to their fragile and sensitive nature.

Glovebox isolators, vacuum chambers, and similar equipment that have been used or operated are non-returnable because of contamination and safety risks. This policy is in place to protect all Terra customers. Where Terra approves an RMA but cannot accept the return, Terra may choose to provide a replacement product free of charge.

11. Warranty

Terra's warranty is as shown on https://www.terrauniversal.com/warranty/.

12. Arbitration & Governing Law

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration shall be the exclusive forum to resolve any such claims or controversies and, except for the entry of judgment upon any arbitration award, the parties hereto expressly waive their respective right to seek relief in any state or federal court. Further, this agreement shall be governed by the laws of the State of California and any arbitration hearing shall be conducted in Orange County, California.