Terms and Conditions

1. TERMS: TORUSA United Bakery Center, LLC.,is hereinafter referred to as “Seller” or “TORUSA United Bakery Center, LLC” and the purchaser is hereinafter referred to as “Buyer” or “purchaser”. Any order that contains terms and conditions in addition to or inconsistent with the following shall not be binding upon Seller unless acceptance of each nonconforming term or condition is clearly and expressly made in writing by Seller; and failure of Seller to object to provisions contained in any purchase order or other communication from Buyer shall not be construed as a waiver of these terms and conditions nor as acceptance of any such provisions. Acknowledgements of Buyer’s order forms, facsimile orders or “releases” shall not be construed to be a waiver, amendment, or modification of these terms and conditions. Seller is not responsible for typographical or written errors made in any quotations, orders or publications and all such errors are subject to correction. If any of the terms herein are changed in any manner, such modification no matter how slight, shall be deemed a rejection and shall constitute a counter offer. These terms and conditions are sometimes referred to herein as contract and/or agreement.

2. PRICE AND PAYMENT: Prices quoted are net, F.O.B. TORUSA United Bakery Center LLC. Unless specifically set forth to the contrary, all prices are exclusive of any federal, state, or local excise taxes, property taxes on delivered equipment, taxes based upon or measured by sales or use or any similar tax.

3. CANCELLATION POLICY: The following charges will apply in the event of cancellation: 1-7 days after initial deposit: 10% of invoice total 8-21 days after initial deposit: 25% of invoice total; 22-60 days after initial deposit: 45% of invoice total; 60 days and beyond: 70% of invoice total. Order cannot be cancelled after shipment. Buyer is responsible for insuring the order during shipment for any damage caused by the shipping carrier.
RETURNS: Equipment may not be returned. The sales are Final, no returns or exchanges, each equipment is by order or request by each customer require. New Equipment must follow the Manufacturer’s warranties.

4. DELIVER AND TITLE: Delivery shall be F.O.B. TORUSA United Bakery Center LLC, and title shall then pass. The manufacture period will be from 8 to 12 weeks approximately. Buyer shall be responsible for all costs of shipment. Seller shall not be responsible for any delays in delivery of the goods/equipment attributable in whole or in part to any cause beyond the direct control of the Seller. In no event shall Seller be liable for general, consequential or special damages of any sort. Unless otherwise stated, the purchase price is F.O.B. Place of shipment, and excludes skidding or crating for shipment.

Claims for damage in transit must be made by the consignee with the Carrier. TORUSA United Bakery , LLC assumes no responsibility for damages while in transit. Please inspect for damage and make notation on the Bill of Lading BEFORE the driver leaves your location.

Large equipment is delivered via a Common Carrier truck and it will be the responsibility of the Buyer to provide a forklift to off load large pieces of equipment at the delivery site.

5. LIMITED WARRANTY: TORUSA United Bakery Center warrants to the original purchaser only of new equipment that said equipment when installed in accordance with Seller’s instructions within North America and subjected to normal use, is free from defect in material (exclude wear/expendable parts) or workmanship for a period of 12 months from date of original purchase (End user receipt).

REPAIR/REPLACEMENT: SELLER’S OBLIGATION AND LIABILITY UNDER THIS WARRANTY IS EXPRESSLY LIMITED TO REPAIRING AND/OR REPLACING EQUIPMENT WHICH PROVES TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP WITHIN THE APPLICABLE PERIOD. All repairs pursuant to this warranty will be performed by an authorized designated TORUSA United Bakery Center service location during normal working hours. However, the equipment must be DELIVERED PREPAID to TORUSA United Bakery Center in Houston TX, located at 5005 Gessner Rd. Suite B, 77041.

SERVICES NOT COVERED BY WARRANTY
1. Installation of equipment
2. Damages due to improper installations, improper handling, abuse, misuse, improper maintenance and cleaning.
3. Voltage conversions
4. Resetting of circuit breakers or safety controls or reset buttons.
5. Replacements of switches
6. Replacement of potentiometer.
7. Travel time and mileage rendered beyond the 50 mile radius limit.
8. Labor to replace such items that can be replaced easily during a daily routine.
9. Repair of damage created during transit, delivery.
10. Repairs by damages due to acts of God, fire, water damage, vandalism, accident, theft.

Oral statements do not constitute warranties, shall not be relied upon by the Buyer and are not part of these terms or conditions/contract for sale. No agents of TORUSA United Bakery Center are authorized to make oral warranties. No other warranties are given beyond those already set forth herein.

Adjustments such as calibrations, leveling, tightening of fasteners or plumbing connections normally associated with original installation are the responsibility of the Buyer or installer and not of TORUSA UNITED BAKERY CENTER LLC.

This warranty is given only to the first purchaser. No warranty is given to subsequent transferees.

THE REMEDY ABOVE SHALL BE THE EXCLUSIVE RIGHT FOR BREACH OF WARRANTY WITH RESPECT TO THE EQUIPMENT/GOODS. SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY WITH RESPECT TO THE GOODS.

BUYER HEREBY ACKNOWLEDGES THAT NEITHER SELLER NOR ANYONE ACTING ON ITS BEHALF HAS MADE ANY AFFIRMATION OF FACT, REPRESENTATION, OR PROMISE RELATING TO ANY PRODUCT/EQUIPMENT THAT IS THE BASIS OF THIS TRANSACTION OR WHICH CREATE AN EXPRESS WARRANTY. NO SAMPLE OR MODEL OR STATEMENT MADE IN ANY ADVERTISING, PAMPHLETS, BROCHURES OR SIMILAR MATERIALS HAS BECOME A BASIS OF THIS TRANSACTION OR WHICH CREATES AN EXPRESS WARRANTY TO THE FULLEST EXTENT PERMITTED BY LAW. SELLER FURTHER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED.

SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT, AND THOSE ARISING OUT OF PERFORMANCE OR DEALING OR USAGE OF TRADE OR ANY OTHER IMPLIED OR EXPRESSED WARRANTY.

The equipment is manufactured in Mexico and complies with the laws and standards of Mexico.

The equipment does not have (NSF) or (UL) certification Stickers, and these Stickers are not the responsibility of TORUSA United Bakery Center LLC. UL approval can be obtained through a Field Evaluation by a National Recognized Testing Laboratory (NRTL) at an additional expense. Seller bears no responsibility for such expenses. UL approval and certification expenses are the sole responsibility of Buyer.

6. INSTALLATION: Set up and training assistance is not included in this proposal unless stated otherwise. Additional future purchases of same model do not include set-up and training assistance. If you choose to purchase installation assistance, the services of our technician will include assistance and training to your personnel in the operation of the equipment only. You are responsible for airfare, transportation to and from your facility and living expenses during installation; not to exceed four man-days (each day being equal to 8 hours labor). Anything over four days, for convenience of the Buyer, will be charged at the Seller’s going rate per day plus living expenses and per diem charges. If these four days are split into separate installation trips, travel time will be charged.The responsibility of our technician will be confined to the equipment supplied by TORUSA United Bakery Center LLC.

6.1 INSTALLATION DELAYS CAUSED BY BUYER:
Buyer agrees to reimburse Seller for loss, including the payment of wages incurred by reason of any delay in installing and starting the equipment or apparatus, not chargeable to any act of the Seller.

6.2 ELECTRICAL WIRING AND RELATED INSTALLATION SERVICES:
Unless specifically agreed upon, Seller will not do any electrical wiring or gas piping. All such services including exterior wiring and piping shall be provided by Buyer and be in place and installed in a workman-like manner, as well as installed at a time which will not delay or hinder installation by Seller of such equipment or apparatus. Any modifications necessary to the equipment for it to comply with state, local or industry regulations or codes will be at Buyer’s expense and will be the Buyer’s responsibility.

7. BUYER RSPONSIBILITIES/INDEMNIFICATION:

A. Inspection: The Buyer will visually inspect the goods/equipment for any shipping damage. TORUSA United Bakery Center LLC will be notified immediately of any damages to the equipment by a writing request to TORUSA United Bakery Center LLC and acknowledged by TORUSA United Bakery Center LLC.

B. Electrical: The electricity available should be per attached Specification Sheet.

C. Buyer agrees to defend, indemnify and hold TORUSA United Bakery Center LLC harmless from and against any and all suits, claims, costs and expenses, including attorney’s fees, for personal injury, death, property damage or loss revenue arising from the purchase, ownership or use by the Buyer, Buyer’s agents, employees or independent contractors of the equipment purchased. It shall be the Buyer’s responsibility to ensure it has a proper Operation Security and Machinery Maintenance manual, and that the equipment is installed and operated in a proper and safe manner.

8. DISCLAIMER OF OTHER WARRANTIES: The above warranty is exclusive and is in lieu of any implied Warranty of quality, whether express of implied, except the warranty of title. Correction of non-conformities, in the manner and for the period of time set forth above, shall constitute fulfillment of all liabilities of the seller to the purchaser with respects to the goods whether based on contract, negligence, strict tort, or otherwise.

9. LIMITATION OF LIABILITY: : IN NO EVENT SHALL TORUSA UNITED BAKERY CENTER, LLC BE LIABLE FOR INCIDENTAL OR CONSEQUENTAL DAMAGES TO BUYER OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, LOSS OF PROPERTY, PERSONAL INJURY, LOSS OF BUSINESS OR PROFITS OR OTHER ECONOMIC LOSSES, OR STATUTORY OR EXEMPLARY DAMAGES, WHETHER IN NEGLIGENCE, WARRANTY, STRICT LIABILITY, OR OTHERWISE. The remedies of the Buyer as set forth herein are exclusive, and the liability of the Seller with respect to any contract, or anything done in connection there with such as the performance or breach thereof, or from the manufacture, sale, delivery, resale, installation or use of any goods/equipment covered by or furnished under this contract, whether arising out of contract, negligence, strict tort or under any warranty, or otherwise shall not except as expressly provided herein, exceed the price of the goods/equipment upon which such liability is based.

10. EXCLUSION OF PRIOR DEALINGS: This written contract is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms hereof. No course of prior d dealings between the parties has been considered in negotiating this agreement, and no course of prior dealings shall be relevant to supplement or explain any of the terms contained herein. This agreement may only be modified in writing signed by the parties or their duly authorized agent.

11. REMEDIES: If the purchaser wrongfully rejects acceptance or fails to make a payment due, or repudiates the contract in whole or in part, then notwithstanding any other remedy available to Seller, TORUSA United Bakery Center LLC may designate to the contract any conforming finished goods in its possession or control at the time it learns of the breach, or if the goods /equipment at such time are unfinished, TORUSA United Bakery Center LLC may either complete the manufacture and wholly designate the goods/equipment to the contract or cease manufacture and re-sell for scrap or salvage value, or proceed in any other reasonable manner.

12. PATENT PROTECTION: Patent is limited to equipment design only and in no way extends to any use or process to which the Buyer may apply this equipment.

13. INSOLVENCY OF PURCHASER: If the Buyer becomes bankrupt or insolvent during the terms of this agreement, TORUSA United Bakery Center LLC forthwith may terminate this agreement upon written notice hereof to Buyer. Such termination shall not prejudice TORUSA United Bakery Center LLC’s rights to any amounts then due hereunder.

14. LIEN: Notwithstanding the passage of title as provided herein, Buyer grants to TORUSA United Bakery Center LLC a security interest in all equipment manufactured hereunder as security for all amounts due from Buyer to TORUSA United Bakery Center LLC and all costs of collection and reasonable attorney’s fees in the event that TORUSA United Bakery Center LLC shall be required to employ counsel to collect any sums due hereunder. Buyer agrees that as a condition of delivery, at the option of TORUSA United Bakery Center LLC, it shall execute all documents and financing statements necessary or appropriate to the attachments and perfection of such security interests.

15. APPLICABLE LAW: : This entire agreement between the parties shall be interpreted under the Uniform Commercial Codes as adopted in the State of Texas, except as modified by the terms and conditions expressly set forth herein. Buyer further agrees that this is a Texas agreement construed according to Texas law and that any litigation between the parties to this agreement will be exclusively within the State of Texas and venue shall be proper in Houston, Harris County, Texas.

16. FORCE MAJEURE: In the event either party is prevented from performing this contract by circumstances beyond its control, and without its fault, including without limitation, strikes, lockouts, fire, explosion, flood, disruption of supply, acts of God, war or other hostilities, acts of terrorism, banking or other systemic economic failure, riot or other civil commotion, embargoes or other governmental acts, orders or regulations, breakdown of machinery, and inability to obtain shipping facilities or supplies, the obligation of Seller to deliver and the obligation of Buyer to accept delivery of products or services hereunder during the period of such disability shall be suspended and the products or services so affected shall by mutual agreement either be eliminated from this contract without liability to either party or reasonable extensions of the time for performance will be granted.

17. SUCCESSORS: : This agreement shall be binding upon and insure to the benefit of the parties hereto, and their successors and assigns.

TORUSA United Bakery Center LLC
5005 Gessner Road, Suite B
Houston, Texas 77041

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