Waddell TC

Waddell Manufacturing Co.


  1. DEFINITIONS: In these terms and conditions, “Waddell” is defined as Waddell Manufacturing Company. “Buyer” is defined as the entity with whom Waddell enters into a contract for the quotation or sale of goods and/or “Contract” means the contract of goods and/or services which have been offered to and/or ordered by Buyer, specified in Waddell’s attached Quotation or Sales Order Acknowledgment, and is concluded based on these Terms and Conditions of Quotation or Sale. “Goods” is defined as any product or service purchased by Buyer from Waddell.


  1. APPLICABLE TERMS AND CONDITIONS: These terms and conditions establish the rights, responsibilities and remedies of Waddell and Buyer. These terms and conditions apply to any request for quotation or order issued by the Buyer for the purchasing of Waddell goods and/or Waddell’s acceptance of the Buyer’s order is rendered conditional upon the Buyer’s agreement to these Terms and Conditions of Quotation or Sale. No additional or variant of the terms, whether or not contained in the Buyer’s purchase order, any other document or correspondence shall be considered binding to Waddell unless an authorized Waddell representative agrees explicitly to the terms in writing. These terms and conditions shall prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any purchase order or other writing not expressly incorporated herein, including but not limited to data sheets, application notes and purchase order acknowledgements. The section headings contained in this contract are for reference purposes only and shall not affect in any way the meaning or interpretation of this contract


  1. PRICING: All prices are in S. dollars unless otherwise agreed in writing. Prices include the quoted container fee (as shown on the on the Monday.com app if applicable to your account). Due to container rate volatility any changes to the container rate will be assessed on the final invoice and be included in the final price per piece. Waddell can provide container rate receipt at the request of Buyer.  Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event Waddell is required to prepay any such tax or fee, Buyer will reimburse Waddell within the established payment terms or promptly if credit terms are not established. Unless otherwise stated, the price(s) stated in the Contract are good for 30 days, and are not guaranteed for more than 30 days after the date of the Contract.  Waddell reserves the right to change the quoted or agreed upon price(s) at any time thereafter.


  1. PAYMENT: a) Payments must be made in U.S. dollars unless otherwise agreed. Checks, Credit Cards (Visa©, MasterCard©, and AmEx© cards only), and Electronic Bank Transfers are accepted methods of payment. The date of collection will be deemed to be the date of receipt of payment. If Waddell extends credit to Buyer, payment terms shall be net thirty (30) days after Waddell’s invoice, unless alternate terms are agreed to in writing. Waddell may change or withdraw credit amounts or payment terms at any time for any If the products are delivered in installments, Buyer shall pay for each installment in accordance with the above payment terms unless otherwise specified and authorized by a Waddell representative in writing. New accounts require pre-payment until credit terms are established.
  2. Orders shipped outside of the United State shall be prepaid in full prior to The terms for international orders will be 50% upon order and 50% prior to shipment or on the original due date, whichever is sooner.
  3. If Buyer fails to make any payment when due, Waddell may suspend or cancel performance under any agreements in which Waddell has extended credit to Waddell’s suspension of performance may result in rescheduling delays. Interest will accrue on all sums due to Waddell at the rate of 1.5% per month or any part of a month (18% per annum) until paid. If any invoice is not paid when due, Buyer agrees to pay and be liable for all of Waddell’s expenses of collection. Expenses of collection include, but are not limited to, expert witness fees and fees charged by collection agents or other persons who assist in collection.


  1. WARRANTY: Waddell warrants to Buyer and its customers that Goods provided hereunder will conform to the specifications, drawings, samples or other descriptions furnished by Buyer, will be of good quality, material, and workmanship and free from defects (with the understanding that wood producst are natural products and may have variation in color, density and moisture absorbing characteristics). All non-conforming product or quantity discrepancies must be sent to Waddell within 15 calendar days of receipt of goods.  No warranty is made with respect to any Goods which have been subject to accident, negligence, alteration, improper care, improper storage, improper maintenance, abuse, or


  1. TITLE AND DELIVERY: Buyer shall provide Waddell with Buyer’s preferred carrier and account. Shipments shall be made F.O.B. shipping point. Shipments outside the US shall be delivered by Buyer’s designated carrier. Title and liability for loss or damage shall pass to Buyer upon Waddell’s delivery to Buyer’s designated carrier. Any subsequent loss or damage shall not relieve Buyer from its Buyer shall reimburse Waddell for insurance and transportation costs on international shipments and shall be responsible for all import duties, taxes and any other expenses incurred or licenses or clearances required. Waddell may deliver products in installments. Delivery dates are estimates. Waddell shall not be liable for any damage, losses or expenses incurred by Buyer if Waddell fails to meet the estimated delivery dates. If for any reason Waddell absorbs V.A.T. or any other applicable, tax, duty, customs charge, or fee associated with import or export of the goods through local customs or any other charge imposed by any governmental authority, the Buyer shall reimburse Waddell within the established payment terms or promptly if credit terms are not established. If Buyer requests order push out, delivery date must not exceed sixty (60) days past the original delivery date.


  1. INDEMNIFICATION: Buyer will defend, indemnify and hold Waddell harmless against any and all claims, damages, expenses (including reasonable attorneys’ and expert witness fees and out-of-pocket costs) or other damages incurred by Waddell as a result of any infringement of any copyrights, trade secrets, patents or other intellectual property of any third party resulting from Waddell’s use of Buyer’s artwork, design, layout, plans, specifications, text or other intellectual property furnished or specified by Buyer for the products and/or services specified in the


  1. CONTINGENCIES: Waddell shall not be in breach of this contract and shall not be liable for any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond Waddell’s reasonable control, including but not limited to pandemics, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, any government act, law or regulation, logistical issues (container shortages) including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, terrorist act or other force