TERMS & CONDITIONS
These Terms and Conditions (“Terms”) govern all sales of products and services provided by Thermal Fluid Technologies, Inc., a South Carolina Corporation, (“TFT”), (“Seller”) to any purchaser (“Buyer”). By placing an order, Buyer agrees to these terms and conditions, which supersede any conflicting terms in purchase orders or agreements unless expressly agreed in writing by Seller. These terms and conditions apply to all transactions, including sales of PROTOCOL® heat transfer fluids, NoPit™ corrosion inhibitors, related products and services.
1. Orders and Pricing: All orders are subject to acceptance by Seller. Prices are subject to change without notice and will be confirmed at the time of order acceptance. Any quotes provided are valid for 10 days unless otherwise stated. Pricing does not include taxes, shipping, or additional fees unless otherwise specified.
2. Payment Terms: Payment is “net due”. For Buyers with approved credit terms, payment is to be received 30 days from the invoice date unless otherwise agreed to in writing. Late payments may incur interest at 2% per month or the maximum allowed by law. Buyer is responsible for all applicable taxes, duties, and fees related to the purchase, or must furnish an applicable tax exemption certificate. If Buyer’s creditworthiness changes, TFT reserves the right to modify payment terms or require payment in advance.
3. Shipping, Freight, and Delivery: Delivery dates are estimates and not guarantees. TFT is not liable for delays due to unforeseen circumstances, including but not limited to supplier delays, transportation issues, or force majeure events. Risk of loss passes to Buyer upon shipment from the appropriate shipping facility. Buyer must inspect all products upon receipt and notify TFT of any shortages or damages within 2 days. Failure to do so constitutes acceptance of the goods.
4. Use of Third-Party Providers: TFT may utilize third-party blenders, manufacturers, freight carriers, and distribution partners to fulfill orders. Buyer acknowledges and agrees that TFT is not liable for any delays, quality variations, damages, or losses caused by these third-party entities. TFT will make reasonable efforts to ensure third-party partners adhere to quality and performance standards but does not guarantee their performance or outcomes.
5. Blended and Custom-Formulated Products: Custom formulations or products blended by third-party facilities are manufactured to TFT’s specifications, but TFT does not accept liability for performance variations due to external production factors beyond its control.Once shipped, TFT is not responsible for contamination, improper handling, or storage of blended products by third parties or the Buyer.
6. Freight, Trucking, and Delivery Services: TFT may coordinate shipping with third-party freight carriers, but all transportation services are provided at the Buyer’s risk once goods leave the facility.TFT is not liable for any delays, accidents, spills, damages, regulatory issues, or losses occurring during transit. Any claims for loss or damage must be made directly with the freight provider.If Buyer arranges their own freight, TFT is not responsible for carrier compliance, delays, or improper handling of the product.
7. Indemnification Against Third-Party Claims: Buyer agrees to indemnify and hold TFT harmless from any claims, lawsuits, regulatory actions, or liabilities arising from third-party blender operations, freight carriers, or distributors. This includes but is not limited to environmental spills, transportation accidents, supply chain disruptions, regulatory compliance violations, or claims of product contamination after leaving Seller’s control.
8. Returns and Cancellations: Buyer must inspect all products upon receipt and notify TFT of any shortages or damages within 2 days. Failure to do so constitutes acceptance of the goods. Returns require prior authorization from TFT. Returned goods must be in original, unused condition and may be subject to a restocking fee of 15%. Custom or special-order products are non-returnable unless defective or incorrectly supplied. Cancellations of orders must be requested in writing and may be subject to fees depending on order processing status.
9. Product Use and Compliance: Buyer is responsible for determining the suitability of TFT’s products for their specific application. Seller makes no guarantee of compatibility with third-party systems. Buyer must use, store, and dispose of products in compliance with all applicable laws and regulations, including environmental and safety standards.
10. Limited Warranty: TFT warrants that its products conform to published specifications and/or typical properties at the time of shipment. This warranty is limited to product replacement or refund at TFT’s discretion. TFT makes no other warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose. Seller is not liable for improper use, storage, or modification of the product by Buyer.
11. Limitation of Liability: TFT’s total liability, whether in contract, tort, or otherwise, shall not exceed the purchase price of the products giving rise to the claim. TFT is not liable for indirect, incidental, or consequential damages, including but not limited to lost profits, business interruptions, or system failures. Buyer assumes all risks associated with the use of TFT’s products in their specific applications.
12. Indemnification: Buyer agrees to indemnify and hold TFT harmless from any claims, damages, or liabilities arising from Buyer’s use, resale, or distribution of TFT’s products.
13. Intellectual Property & Trademark Brand Protection: TFT’s trademarks, logos, brand names, and trade dress (the “Marks”) are the exclusive property of TFT. Buyer may not use TFT’s Marks in any marketing, advertising, resale, or promotional material without prior written consent from TFT. Unauthorized use of TFT’s Marks is strictly prohibited and may result in legal action. TFT reserves the right to take legal action against any Buyer or third party that infringes on its trademarks, trade secrets, or proprietary formulations. Any unauthorized use, reproduction, or misappropriation of TFT’s intellectual property will result in immediate termination of any business relationship and may result in legal damages.
14. Product Names & Formulations: All product names, descriptions, and formulations provided by TFT remain the exclusive intellectual property of TFT. Buyer shall not repackage, rebrand, or misrepresent TFT’s products as their own. Any attempt to reverse-engineer TFT’s formulations or proprietary blends is strictly prohibited.
15. Confidential Information & Trade Secrets: Buyer acknowledges that TFT’s pricing, formulations, manufacturing processes, and technical data constitute confidential and proprietary information. Buyer agrees not to disclose, copy, distribute, or use TFT’s confidential information for any purpose other than purchasing and using TFT’s products. If Buyer is required by law to disclose TFT’s confidential information, Buyer must provide written notice to TFT and allow TFT an opportunity to object or seek protective measures.
16. Force Majeure: Seller is not liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, labor disputes, supplier failures, or government regulations.
17. Governing Law and Dispute Resolution: These terms and conditions are governed by the laws of South Carolina without regard to conflict of law principles. Any disputes shall be resolved through arbitration and/or litigation in the state of South Carolina.
18. Miscellaneous: If any provision of these terms and conditions is found to be invalid, the remaining provisions shall remain in full force and effect. Failure to enforce any rights or provision does not constitute a waiver of such rights. These terms and conditions may be updated at TFT’s discretion. Continued purchases constitute acceptance of any revised terms.