Latest update: October 15th, 2026

These Terms of Sale (the “Terms”) establish contractual terms governing the sale and delivery of any machinery, tooling, spare parts, components, engineering services, technical support, or related deliverables (collectively, the “Products” and/or “Services”) supplied by Torrington Forming Machinery Inc., a Delaware corporation with offices at 1615 Wolcott Road, Wolcott, CT 06716 (“TFM”, “we”, “us”, or “our”).

These Terms form part of each agreement between TFM and the person or legal entity purchasing the Products or Services, as identified in the applicable quotation, purchase order, Sales Order Form, or other ordering document (the “Customer”, or “you”).

A Customer's issuance of a purchase order or other request to purchase Products or Services (each an “Order”) constitutes an offer to purchase and does not, by itself, constitute TFM's acceptance of the offer. TFM may accept an Order by issuing a Sales Order Form to Customer. TFM's acceptance of any Order is expressly conditioned upon the Customer's acceptance of these Terms.

The version of these Terms in effect on the date TFM issues the applicable Sales Order Form shall govern that transaction (the “Applicable Terms”). The Customer accepts and agrees to be bound by the applicable Terms by signing or otherwise approving the Sales Order Form, making any payment required under the order, attending a Factory Acceptance Test ("FAT"), accepting delivery of any Product under the order, or otherwise manifesting assent to the order after TFM's acceptance.

Each order accepted by the Customer in accordance with the foregoing constitutes a separate contract between TFM and the Customer (a “Contract”). The Applicable Terms shall continue to govern that Contract notwithstanding any subsequent revision to the Terms.

TFM may revise the Terms from time to time in the ordinary course of business. The current version of the Terms will be available at https://torrington-machinery.com/. Any revised version shall apply to Contracts agreed on or after the effective date of that revised version and shall not modify any previously formed Contract unless TFM and the Customer expressly agree otherwise in writing.

1. DEFINITIONS

“Acceptance” means the formal or deemed acceptance of Products or Services by the Customer in accordance with these Terms, including but not limited to (a) signing an acceptance certificate; (b) approving tooling test results; (c) attending a successful FAT; (d) failing to attend FAT within the time required; (e) waiving testing; or (f) taking delivery of or using the Products or Services.

“Applicable Laws” means any federal, provincial, municipal, and local laws, rules, regulations, ordinances and other requirements of any governmental entity having jurisdiction over the applicable party, transaction, Products, or Services.

“Applicable Terms” means the version of these Terms in effect on the date TFM issues the applicable Sales Order Form, as further described in the introductory provisions of these Terms.

“Contract” means each separate agreement between TFM and the Customer formed with respect to an Order in accordance with the introductory provisions of these Terms, consisting of the Applicable Terms, the applicable Sales Order Form or other order confirmation, and any other quotation, specification, ordering document, or specific terms expressly incorporated into or accepted by TFM and Customer as part of that agreement. For the avoidance of doubt, the Contract excludes any additional or different terms or counteroffers proposed by the Customer that have not been expressly accepted by TFM in writing.

“Customer” means the person or legal entity purchasing Products or Services from TFM, as identified in the applicable Sales Order Form or other ordering document.

“Customer Materials” means all drawings, CAD files, technical data, instructions, raw materials, components, sample parts, testing materials, production materials, and any other items or information supplied by the Customer for the design, testing, tooling development, FAT procedures, or operation of the Products.

“Custom Spare Parts” means any Spare Parts manufactured, machined, modified, sourced, or configured for Customer Materials/Specifications, or not normally stocked by TFM.

“Delivery” means the Products being made available to the Customer EXW at TFM’s facility.

“Equipment” means any complete machine or mechanical/electrical system supplied by TFM, including swaging machines, Vaill machines, push-pull units, feeders, transfer stations, power units, sound enclosures, guarding, PLCs, electrical panels, hydraulic or pneumatic systems, motors, sensors, valves, pulleys, sheaves, belts, cylinders, and any other integrated components forming part of the machine or system.

“Ex Works” or “EXW” means Ex Works at the location specified in the applicable Contract, as that term is defined in Incoterms® 2020 published by the International Chamber of Commerce. Under EXW, TFM delivers the Products by placing them at the Customer’s disposal at the specified location, ready for pickup and not loaded on any collecting vehicle.

“Factory Acceptance Test” or “FAT” means the formal testing and acceptance procedure conducted at TFM’s facility to verify that the Equipment operates in accordance with the approved Specifications, as further described in these Terms.

“Instructions” means specifications and instructions provided with the Products, including any instruction manual or documentation provided by TFM in physical or electronic form.

“Intellectual Property” means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principles applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing.

“Order” means a Customer’s purchase order or other request to purchase Products or Services from TFM, which may be accepted by TFM through issuance of a Sales Order Form in accordance with these Terms.

“Permitted Uses” means use, operation, handling, storage, and installation of the Products strictly in accordance with the Instructions, Specifications, and all Applicable Laws.

“Products” means all tangible items supplied by TFM under a Contract, including Equipment, Tooling, and Spare Parts.

“Quotation Form” means a written price quotation issued by TFM describing the Products or Services requested by the Customer. TFM may issue the quotation on a formal template, by email, or another written format.

“Sales Order Form” means a written order confirmation issued by TFM referencing an underlying Order (as applicable) and describing the requested Products or Services, pricing, payment terms, delivery terms, Specifications, and any other contractual details (as applicable to the Order).

“Services” means any engineering work, technical assistance, testing, training, diagnostics, maintenance, commissioning support, or FAT-related services performed by TFM.

“Spare Parts” means any replacement component supplied by TFM that is not considered Tooling, including standard or custom parts intended to replace worn or damaged components on the Equipment.

“Specifications” means the technical specifications for the Products expressly identified in the Contract and/or any accompanying specification sheet, drawing package, or written document formally approved by the Customer, including any specifications relating to the Customer’s finished part dimensions, tolerances, or material requirements.

“Standard Spare Parts” means catalog/stock items not manufactured or modified to Customer Materials or Specifications.

“Tooling” means all tools designed, manufactured, or supplied by TFM for use with the Equipment, including dies, mandrels, jaws, tool holders, inserts, grippers, collars, punches, and similar forming or shaping implements.

“TFM” means Torrington Forming Machinery Inc., or such other TFM selling entity as may be identified in the applicable Sales Order Form.

“Website” means TFM’s official website, currently located at https://torrington-machinery.com.

2. BUSINESS USE ONLY

Commercial and Industrial Use

The Customer acknowledges and agrees that all Products and Services supplied by TFM are intended solely for commercial and industrial use by trained personnel and are not designed, marketed, or intended for personal, family, household, or consumer use.

Customer Representation and Warranty

The Customer represents and warrants that it is acquiring the Products and Services solely for commercial purposes, in the course of operating a business, and not for personal, family, household, or consumer purposes.

No Consumer Transaction or Consumer Protection Rights

TFM does not offer or sell Products or Services under these Terms for personal, family, household, or consumer use. To the fullest extent permitted by Applicable Laws, the Customer expressly waives any rights or remedies that may be available to consumers and acknowledges that consumer protection legislation does not apply to the Products, the Services, or these Terms. Nothing in these Terms is intended to waive or limit any right or remedy that cannot lawfully be waived or limited under Applicable Laws.

Resale to Consumers Prohibited

The Customer shall not resell, lease, distribute, or make available the Products for personal, family, household, or consumer use without TFM's prior written consent. Any unauthorized transfer or resale shall render all warranties void and shall obligate the Customer to indemnify TFM for all resulting claims or damages.

3. PURCHASE OF THE PRODUCTS

Quotation. Upon request, TFM may issue a written quotation describing the Products or Services requested by the Customer, including applicable part numbers, descriptions, pricing, and estimated lead times. All quotations are non-binding, provided for information purposes only, and valid for a maximum period of thirty (30) days unless otherwise expressly stated in writing. A quotation constitutes an invitation for the Customer to submit an Order and does not constitute a binding offer. Any stated validity period does not convert a quotation into a binding offer.

Order. An Order submitted by the Customer constitutes an offer to purchase the identified Products or Services. TFM may accept, reject, or propose modifications to any Order in its discretion. TFM may respond to an Order by issuing a Sales Order Form identifying the Products or Services to be supplied and the applicable commercial terms. TFM’s Sales Order Form constitutes a counteroffer and not an acceptance of any additional or different terms contained in the Customer’s Order or other documents. TFM’s agreement to enter the Contract with the Customer and to supply the Products or Services is expressly conditioned upon the Customer’s assent to the Sales Order Form and the Applicable Terms. A Contract is formed only upon the Customer’s acceptance of TFM’s Sales Order Form or other written order confirmation in accordance with the introductory provisions of these Terms.

The Sales Order Form shall identify the Products purchased, applicable pricing, payment terms, delivery terms, and, where applicable, the agreed Specifications. All prices are stated in United States dollars unless expressly indicated otherwise. Any additional or different terms or counteroffers contained in a Customer purchase order, acknowledgment, specification, vendor portal, or other document or communication are expressly rejected and shall not become part of the Contract unless expressly accepted in writing by an authorized representative of TFM. Performance by TFM shall not constitute acceptance of any such additional or different terms.

Availability. The Customer acknowledges that certain Products may be temporarily unavailable or subject to supply constraints. Subject to any specific guaranteed delivery timeline indicated in TFM’s Sales Order Form, TFM makes no guarantee regarding availability or lead times and shall have no liability for unavailability, delays, or supply interruptions. TFM may, at its sole discretion, adjust quantities, delivery schedules, or substitute equivalent Products, without giving rise to any right of cancellation, refund, or damages. Delivery dates indicated in TFM’s Sales Order Form are not guaranteed, unless they are explicitly qualified as guaranteed in such form. TFM may deliver Products in partial shipments at its discretion. Partial shipment shall not affect acceptance of the Order, payment obligations, or the enforceability of these Terms. After formation of a Contract, TFM may substitute components, materials, or sources of supply with functionally equivalent alternatives, provided that any such substitution does not materially adversely affect the performance, safety, or approved Specifications of the Products.

Order Process. Upon receipt of an order, TFM may review the information provided for completeness and accuracy. The Customer is solely responsible for the accuracy of all information submitted, including technical, performance, billing, shipping, contact, and payment information. Errors or omissions, including incomplete or invalid payment information, may result in delays, additional costs, changes to pricing, Specifications, production schedules, or delivery dates, for which TFM will not be responsible. TFM may rely on information provided by the Customer in designing, manufacturing, or supplying the Products or Services.

Tooling Order. For Tooling Orders, the Customer shall, at its sole cost and expense, supply TFM with a sufficient quantity of representative sample parts—being not fewer than one hundred (100) units unless otherwise agreed in writing—to enable tooling tests on TFM’s test benches (the “Tooling Tests”).

Upon completion of the Tooling Tests, TFM shall communicate the results to the Customer for review and approval (“Tooling Approval”). The Customer shall provide written approval within ten (10) business days of receipt of the test results or identify with specificity any nonconformity with the approved Specifications. Failure to respond within this period shall constitute deemed approval.

The Customer may elect to waive Tooling Tests or Tooling Approval. Any such waiver, or deemed approval, shall constitute the Customer’s irrevocable acceptance of the Tooling as-is and with respect to conformity with all matters demonstrated by or reasonably discoverable during the applicable Tooling Tests, without further testing, validation, or recourse with respect to conformity, performance, or fitness for purpose, and shall preclude subsequent rejection of the Tooling by Customer on those grounds.

Machinery Order. When the Equipment is ready for acceptance testing, TFM shall notify the Customer to schedule a Factory Acceptance Test (“FAT”) at TFM’s facility. The Customer shall attend the FAT at its sole cost and expense within a maximum of 30 days after receiving the notice from TFM. The Customer may request one (1) rescheduling of the FAT for reasonable cause, provided such request is received at least ten (10) business days prior to the scheduled FAT date. Any further rescheduling shall be at TFM’s sole discretion and may be subject to additional fees.

The FAT shall consist of operating the Equipment for approximately one (1) to four (4) hours, or such other duration as TFM may reasonably determine, solely to verify the Equipment’s conformity with the approved Specifications.

Materials supplied by the Customer for the FAT shall be deemed representative of the Customer’s actual production process. TFM shall have no liability for performance issues arising from differences in material geometry, composition, tolerances, features, or condition between FAT materials and actual production materials.

The Equipment shall be deemed accepted upon the earliest of:

(a) execution of a FAT Acceptance Certificate;

(b) successful completion of the FAT;

(d) use of non-compliant or non-representative materials during FAT; or

(e) waiver, in whole or in part, of the FAT.

Any acceptance or deemed acceptance shall constitute irrevocable acceptance of the Equipment as-is and with respect to conformity with all matters demonstrated by or reasonably discoverable during the applicable FAT, without further testing, validation, or recourse with respect to conformity, performance, or fitness for purpose, and shall preclude subsequent rejection of the Equipment by Customer on those grounds., without further testing, validation, rejection, or recourse against TFM.

4. CHANGES AND CANCELLATIONS

General Rule

Except as expressly permitted in this Section, Orders may not be changed, cancelled, suspended, or revoked after formation of the applicable Contract. Any attempt by the Customer to do so shall constitute a material breach of these Terms.

Spare Parts

(a) Standard Spare Parts. Orders for standard, non-custom Spare Parts may be changed or cancelled only prior to shipment, subject to TFM’s written confirmation.

(b) Custom Spare Parts. Orders for custom or Customer-specific Spare Parts may not be cancelled or modified after formation of the applicable Contract. Such parts are manufactured exclusively for the Customer and have no resale value.

Tooling

All Tooling Orders are final and non-cancelable after formation of the applicable Contract. Tooling is manufactured exclusively for the Customer based on Customer Materials and Specifications, and no changes or cancellations shall be permitted.

Machinery / Equipment

All Orders for Equipment or machinery are final, firm, and non-cancelable after formation of the applicable Contract. No modification, suspension, or cancellation shall be permitted for any reason, including delay, change of requirements, or internal Customer decisions.

Deposits and Payments

Any deposit, advance payment, or partial payment made by the Customer is non-refundable except to the extent required by Applicable Laws.

Where cancellation is not permitted under these Terms:

all amounts paid by Customer shall be retained by TFM and applied against any amounts recoverable by TFM as a result of the Customer’s cancellation, repudiation, or other breach of contract; and

the full contract price shall remain immediately due and payable, without limitation to the amount of any deposit.

Retention of deposits shall not limit TFM’s right to recover additional costs, damages, or losses incurred as a result of the Customer’s breach, to the extent such recovery is permitted under the Contract and Applicable Laws.

TFM Right to Cancel or Refuse Orders

TFM reserves the right, at its sole discretion, to refuse any Order before formation of a Contract, or suspend or cancel a Contract, in whole or in part, without liability, in cases of:

non-payment or credit concerns;
incomplete, inaccurate, or conflicting Customer information;
failure to cooperate in a commercially reasonable manner or provide required Customer Materials;
technical infeasibility or safety concerns;
export control or regulatory restrictions;
suspected fraud, tampering, unauthorized interference with the ordering process or violation of these Terms.

If TFM cancels an Order prior to shipment for reasons not attributable to the Customer, the Customer shall not be billed for the cancelled Products, and any amounts paid for such Products shall be refunded.

Order Limits

TFM reserves the right to limit or refuse quantities purchased per Customer, per business, or per Order, including Orders placed under the same account, billing method, or shipping address, with or without notice.

5. DELIVERY, RISK OF LOSS, AND RETURNS

Delivery Terms (EXW)

All Products are sold Ex Works (EXW), TFM facility (Incoterms® 2020), unless otherwise expressly agreed in writing by TFM.

Delivery is deemed completed, and the Products are deemed made available to the Customer, when the Products are placed at the Customer’s disposal at TFM’s facility, ready for pickup.

TFM shall have no obligation to load the Products onto any vehicle or carrier unless expressly agreed in writing.

If the Customer fails to take delivery/pick up Products within ten (10) business days of notice of availability, TFM may charge storage and handling fees at a commercially reasonable daily rate and may invoice such fees immediately. Risk of loss remains with Customer.

Risk of Loss and Transportation

Risk of loss or damage to the Products shall transfer to the Customer immediately upon the Products being made available at TFM’s facility, regardless of whether the Products are subsequently handled, loaded, transported, or stored by a third-party carrier.

All transportation, insurance, export, import, customs clearance, and related costs and risks shall be borne exclusively by the Customer.

Title Retention

Subject to payment of all amounts required to be paid before Delivery under the applicable Contract, title to the Products shall pass to the Customer upon Delivery. If TFM agrees to permit Delivery of any Product before all such amounts payable have been paid in full, the Customer grants TFM a purchase-money security interest in such Products and their identifiable proceeds to secure payment of all amounts owing with respect to such Products. The Customer agrees to execute such documents and take such actions as TFM may reasonably request to evidence, perfect, maintain, or enforce such security interest. In the event of non-payment or other applicable default by Customer, TFM may withhold release of Products not yet delivered and, with respect to Products already delivered, exercise the rights and remedies of a secured party to the extent permitted by Applicable Laws.

Delivery Dates and Delays

Any delivery dates, lead times, or shipping estimates provided by TFM or by third-party carriers are estimates only and shall not be binding.

TFM shall not be liable for any delays caused by carriers, customs authorities, supply chain disruptions, force majeure events, or other circumstances beyond TFM’s reasonable control.

Delays shall not entitle the Customer to cancel an Order, refuse delivery, or claim damages.

Non-Delivery

In the event the Customer does not receive the Products, the Customer shall notify TFM promptly. TFM may, at its discretion, provide reasonable assistance to the Customer in communicating with the carrier; however, TFM makes no representations or guarantees on behalf of any carrier and assumes no liability for carrier performance.

Damaged Shipments

The Customer shall inspect the Products upon receipt.

If the Products appear damaged during transportation, the Customer must:
(a) refuse delivery or clearly note the damage on the carrier’s delivery documents;
(b) notify TFM promptly and provide a description of the damage together with any supporting photographs and delivery records; and
(c) pursue any claim directly with the carrier or insurer.

TFM shall have no responsibility for damage occurring after risk of loss has transferred to the Customer.

Returns — Standard Spare Parts Only

Returns are permitted only for standard, non-custom Spare Parts, subject to the following conditions:

(a) prior written authorization by TFM (RMA);

(b) return request made within thirty (30) days of delivery;

(d) Products must not have been installed, energized, fitted, or otherwise used;

(e) Customer responsible for all shipping, insurance, and handling costs; and

(f) a twenty-five percent (25%) restocking fee applied per returned line item.

Returned Products are subject to inspection by TFM. TFM reserves the right to refuse any return that does not meet these conditions.

Non-Returnable Products

The following Products are non-returnable under any circumstances:

Equipment or machinery;
Tooling;
custom or Customer-specific Spare Parts;
Products accepted or deemed accepted under these Terms.

Warranty Claims

Nothing in this Section limits the Customer’s rights, if any, under the Warranty provisions of these Terms. Warranty claims shall be handled exclusively in accordance with Section 10 (Representations and Warranties) and shall not be treated as returns.

6. PRICING, PAYMENT, AND TAXES

Pricing

The Customer shall pay the prices set forth in the applicable Sales Order Form as consideration for the Products and Services. All prices are stated in United States dollars unless expressly indicated otherwise.

Payment Terms

Unless expressly agreed otherwise in writing by TFM, payment for all Products shall be made one hundred percent (100%) in advance.

Payment shall be due immediately upon issuance of the invoice and must be received and cleared before the Products are released, shipped, or made available for pickup.

TFM may, at its sole discretion, extend alternative payment terms to certain Customers based on creditworthiness, payment history, geographic location, or other commercial considerations. Any such accommodation shall be expressly stated in the Sales Order Form and shall not constitute a waiver or precedent.

Payments shall be made exclusively by wire transfer or certified cheque, unless otherwise agreed by TFM in writing.

No Set-Off or Withholding

The Customer shall not withhold, delay, deduct, set off, or condition payment of any amount for any reason whatsoever, including alleged defects, delays, disputes, or claims.

Late Payments

Any amount not paid when due shall accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by Applicable Laws, whichever is lower, from the due date until paid in full.

In case of late payments, TFM reserves the right, without liability, to:

suspend or stop production or Services;
withhold delivery or release of Products;
store completed Products at the Customer’s risk and expense; and
recover all reasonable costs incurred in connection with late payment, including, but not limited to, storage, administrative, collection, and legal fees.

Non-Refundable Payments

All payments made to TFM are non-refundable. No refunds, credits, chargebacks, or price adjustments shall be issued for Products or Services, except as expressly provided in the Contract or where expressly required by Applicable Laws.

Taxes, Duties, and Charges

TFM’s prices exclude all taxes, duties, levies, customs fees, brokerage charges, import/export fees, and similar governmental charges, whether imposed before or after the date of the Sales Order Form.

The Customer is solely responsible for the payment of all such amounts and shall indemnify TFM against any liability arising therefrom. Applicable sales taxes required to be collected by TFM shall be identified on the Sales Order Form.

Currency and Bank Charges

All payments shall be made in the currency specified in the Sales Order Form. Any bank fees, wire transfer charges, currency conversion costs, or intermediary bank charges shall be borne exclusively by the Customer.

7. INTELLECTUAL PROPERTY

Ownership of Intellectual Property

All right, title, and interest in and to the designs, technology, and know-how embodied in the Products and Tooling, as well as all engineering work, designs, drawings, models, software, firmware, processes, methodologies, manufacturing techniques, tooling concepts, test procedures, and any related documentation or deliverables created or developed in connection with the Services, together with all associated Intellectual Property rights, are and shall remain the exclusive property of TFM, whether developed before, during, or after performance under these Terms.

Except for title to the physical Products transferred to the Customer in accordance with Section 5 and the limited rights expressly granted under these Terms, no ownership interest in TFM’s Intellectual Property is transferred to the Customer.

Customer Materials

The Customer retains ownership of any Customer Materials it provides to TFM.
The Customer grants TFM a non-exclusive, royalty-free, perpetual, irrevocable license to use, reproduce, and store such Customer Materials for the purpose of performing under these Terms, providing warranty support, fulfilling future orders for spare parts or tooling, maintaining records, and exercising any rights or fulfilling any obligations under these Terms, including after their termination or expiration.

The Customer represents and warrants that it has all rights necessary to provide the Customer Materials and shall indemnify TFM against any claim arising from their use.

Custom Tooling and Engineering

All Tooling, fixtures, dies, mandrels, forming tools, and engineering outputs designed or manufactured by TFM—including custom or Customer-specific Tooling—shall remain the exclusive property of TFM, regardless of whether the Customer has paid for such Tooling or contributed specifications or materials. Title to any physical Tooling delivered to the Customer in accordance with the requirements of an Order shall be governed by Section 5.

For avoidance of doubt, payment for Tooling or Services does not confer ownership of any Intellectual Property or manufacturing know-how embodied therein.

Limited License to Use

Subject to full payment, TFM grants the Customer a non-exclusive, non-transferable, non-sublicensable license to use the Products solely for their intended commercial purpose and strictly in accordance with the Instructions and Specifications.

The Customer shall not, and shall not permit any third party to:

copy or reproduce any Tooling or Product;
reverse engineer, disassemble, or decompile any Product;
duplicate, whether by measurement, scanning, 3D imaging, or any other means, any Product or Tooling or any component thereof;
manufacture derivative tooling or fixtures;
allow third parties to inspect, copy, or otherwise access the Products or Tooling, or any design, technology, or know-how embodied therein, for replication, competitive, or any other purpose, without TFM's prior written consent.

Feedback and Suggestions

Any suggestions, enhancement requests, recommendations, or other feedback provided by the Customer relating to the Products, Services, Tooling, software, or Website (“Feedback”) shall be deemed non-confidential and shall become the exclusive property of TFM.

The Customer hereby irrevocably assigns to TFM all right, title, and interest in such Feedback, including all Intellectual Property rights therein, and waives, and shall cause its employees, contractors, and agents to waive, any moral rights in connection therewith, to the fullest extent permitted by Applicable Laws.

Trademarks and Branding

All trademarks, trade names, logos, and branding used in connection with the Products or Website are the exclusive property of TFM. The Customer shall not use, reproduce, or display any such marks without TFM’s prior written consent.

Regulatory and Safety Notices

The Customer shall not remove, alter, obscure, or bypass any regulatory markings, serial numbers, safety labels, or notices affixed to the Products. Any such action shall void all warranties and constitute a material breach of these Terms.

8. CONFIDENTIALITY

Confidential Information

The Customer acknowledges that, in connection with the Contract, it may receive or have access to TFM’s trade secrets, confidential information, and proprietary information, including without limitation technical information, designs, drawings, specifications, software, firmware, manufacturing methods, tooling concepts, pricing, quotations, commercial information, and know-how (collectively, “Confidential Information”).

Non-Disclosure

The Customer shall keep all Confidential Information strictly confidential and shall not disclose, reproduce, use, or make available any Confidential Information to any third party except as strictly necessary for the Customer’s internal Permitted Uses and only to those of its employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. The Customer shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a commercially reasonable degree of care.

Exclusions
The obligations of this Section shall not apply to information that the Customer can demonstrate by contemporaneous written records: (a) is or becomes publicly available through no breach of the Contract by the Customer; (b) was lawfully known to the Customer without restriction on disclosure before receipt from TFM; or (c) is lawfully obtained by the Customer from a third party without breach of any duty of confidentiality.

Return or Destruction

Upon TFM’s request, the Customer shall promptly return or destroy TFM’s Confidential Information, except to the extent retention is required by Applicable Laws.

Equitable Relief

The Customer acknowledges that any breach of this Section may cause irreparable harm to TFM for which monetary damages may be inadequate, and TFM shall be entitled to seek injunctive or other equitable relief, in addition to any other rights or remedies available at law or in equity.

Survival
The obligations under this Section shall survive delivery, acceptance, termination, or expiration of the Contract.

9. ACCEPTABLE USE AND OPERATING CONDITIONS

Permitted Use

The Customer represents and warrants that it shall use the Products solely for the Permitted Uses, in a safe and professional manner, and strictly in accordance with:

the Instructions;
the Specifications;
all Applicable Laws; and
generally accepted industrial safety standards.

Prohibited Uses

Without limiting the foregoing, the Customer shall not, directly or indirectly:

(a) Unauthorized Modifications

Modify, alter, disable, bypass, or remove any mechanical, electrical, hydraulic, pneumatic, control-system, software, firmware, guarding, or safety component of the Products without TFM’s prior written consent.

(b) Reverse Engineering and Replication

Decompile, disassemble, reverse engineer, analyze, copy, reproduce, or create derivative works from the Products, Tooling, or any component thereof, or permit any third party to do so.

Access, modify, override, or interfere with any PLC logic, firmware, software interfaces, control parameters, monitoring systems, or protective functions not expressly intended for user access.

(d) Circumvention of Protections

Circumvent or attempt to circumvent any safety systems, interlocks, monitoring mechanisms, alarms, or protective devices.

(e) Improper Operation

Operate the Products outside their intended operating parameters, including with respect to materials, dimensions, tolerances, cycle rates, loads, pressures, speeds, or environmental conditions.

(f) Non-Compliant Materials

Use materials that differ from the Specifications, Customer Materials approved during tooling or FAT, or otherwise exceed the design limits of the Products.

(g) Unauthorized Maintenance or Repair

Permit maintenance, repair, adjustment, or servicing of the Products by unqualified personnel or by third parties not authorized by TFM.

(h) Unlawful Use

Use the Products in any manner that violates Applicable Laws, safety regulations, export controls, or environmental requirements.

Consequences of Non-Compliance

Any use of the Products outside the Permitted Uses or in violation of this Section shall:

(a) immediately void all Warranties with respect to any defect, failure, damage, or nonconformity of the Products that did or may result from such use;

(b) release TFM from any liability arising therefrom; and

Customer Responsibility

The Customer is solely responsible for:

training its personnel;
implementing appropriate safety procedures;
ensuring compliance with Applicable Laws; and
maintaining the Products in accordance with the Instructions.

TFM shall have no responsibility for misuse, improper operation, or unsafe working conditions at the Customer’s facility.

10. REPRESENTATIONS AND WARRANTIES

Limited Warranty

TFM warrants that, at the time of delivery, the Products shall be free from defects in materials and workmanship under normal use and service and shall materially conform to the approved Specifications (the “Warranty”).

The Warranty is valid for a period of twelve (12) months from the date the Products are made available to the Customer at TFM’s facility (the “Warranty Period”).

This Warranty applies solely to the original Customer and is not transferable without TFM’s prior written consent, except to the extent Applicable Law provides such warranty rights may not be excluded or limited by agreement of the parties.

Exclusions

The Warranty does not apply to, and TFM shall have no liability for, any defect, failure, or non-conformity resulting from:

(a) normal wear and tear, including tooling life, dies, mandrels, jaws, inserts, consumables, and expendable components;

(b) misuse, abuse, negligence, or improper handling;

(d) use of materials that differ from Customer Materials approved during tooling or FAT;

(e) improper installation, alignment, or environmental conditions;

(f) electrical supply issues, voltage fluctuations, contamination, vibration, or shock loads;

(g) unauthorized modification, repair, or servicing;

(h) use of non-TFM parts or components;

(i) failure to perform required maintenance;

(j) acts or omissions of the Customer or third parties.

Exclusive Remedy

In the event of a valid Warranty claim, and subject to TFM’s verification, TFM’s sole and exclusive obligation, and the Customer’s sole and exclusive remedy, shall be at TFM’s option:

(a) to repair the defective Product or component; or

(b) to replace the defective Product or component.

Refunds, price reductions, credits, and rescission are expressly excluded to the maximum extent permitted by Applicable Laws.

Warranty Service Process

During the applicable Warranty Period, the Customer may request warranty service by contacting TFM at sales@torrington-machinery.com and providing reasonable documentation to verify purchase, including the applicable order number and Product identification details.

Any request for warranty service must include a detailed description of the alleged defect or malfunction and, where reasonably requested by TFM, supporting photographs or videos.

Diagnostic Process

TFM may, at its discretion, attempt to diagnose the reported issue remotely through email, telephone, or video communication. Any guidance, instructions, or recommendations provided during remote diagnostics are provided for informational purposes only and shall be implemented solely at the Customer’s risk by qualified personnel.

TFM shall have no responsibility for any damage, injury, or loss arising from actions taken by the Customer or third parties during remote diagnostics or troubleshooting.

On-Site or Return Diagnostics

If remote diagnostics are unsuccessful, TFM may, at its sole discretion:

(a) dispatch a technician on-site; or

(b) authorize return of the Product or component for further inspection.

On-site service, travel, and related expenses are not included in the Warranty unless expressly agreed in writing.

Return Authorization

No Product may be returned to TFM without prior written authorization. Any authorized return must comply with TFM’s instructions regarding packaging and transportation. The Customer remains responsible for risk of loss during transportation unless otherwise expressly agreed in writing.

Warranty vs Non-Warranty Repairs

If, following inspection or diagnostics, TFM determines that the issue is covered by the Warranty, TFM shall perform the applicable repair or replacement in accordance with the Warranty provisions.

If the issue is not covered by the Warranty, all repair, labor, parts, transportation, and related costs shall be borne by the Customer, and TFM may issue a quotation for such services.

TFM does not provide loaner or replacement equipment during any repair or diagnostic process and is not responsible for such costs.

No Expansion of Warranty

This Section describes the process for requesting warranty service only and does not expand, modify, or supplement the Warranty or create any additional obligations on the part of TFM.

Limitation Period

Customer must notify TFM in writing of any alleged non-conformity or defect within thirty (30) days of discovery and in any event within the Warranty Period. Any action arising out of a Contract for the sale of Products must be commenced within one (1) year after the applicable cause of action accrues, to the extent permitted by law.

Disclaimer of Other Warranties

THIS WARRANTY IS THE ONLY WARRANTY PROVIDED BY TFM. TFM DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

Customer Representations and Compliance

The Customer represents and warrants that:

(a) it shall use the Products in compliance with all Applicable Laws;

(b) it shall comply with all applicable export control laws, sanctions, and regulations, including, to the extent applicable, the Export Administration Regulations, 15 C.F.R. Parts 730–774 (the “EAR”), the International Traffic in Arms Regulations, 22 C.F.R. Parts 120–130 (the “ITAR”) and all economic and trade sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), as well as Canadian export controls and economic sanctions;

(c) it shall not export, re-export, transfer, or permit use of the Products or related technical information for any prohibited end use, including chemical, biological, nuclear, or missile-related activities;

(d) it is duly authorized to enter into and perform under these Terms; and

(e) all financial and business information provided to TFM is accurate and complete.

Authority

If the Customer is entering into these Terms on behalf of a legal entity, the individual accepting these Terms represents and warrants that they have full authority to bind such entity.

11. DISCLAIMER AND LIMITATION OF LIABILITY

Application Risk and Intended Use

The Customer acknowledges that it is solely responsible for determining whether the Products and Services are suitable for the Customer’s intended application, production environment, materials, processes, and end uses.

TFM makes no representation or warranty that the Products will meet any particular application, production output, cycle time, or performance expectation other than conformity with the approved Specifications.

Any advice, recommendations, or assistance provided by TFM relating to application or use shall be provided without assumption of responsibility and shall not relieve the Customer of its obligations under these Terms.

Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, TFM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

loss of production or productivity;
loss of profits, revenue, or business opportunities;
downtime or idle time;
scrap, rework, or wasted materials;
cost of substitute equipment or services;
loss of use;
third-party claims;
contractual penalties or liquidated damages; or
reputational harm,

ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS, SERVICES, THE CONTRACT, INCLUDING THESE TERMS, OR ANY ORDER, EVEN IF TFM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING THE NEGLIGENCE OF TFM), STRICT LIABILITY, OR OTHERWISE.

The exclusion of certain damages set forth above is independent of the limited remedies provided in Section 10 and shall apply notwithstanding any failure of essential purpose of any such limited remedy, to the maximum extent permitted by Applicable Laws.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE TOTAL, AGGREGATE LIABILITY OF TFM, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, ARISING OUT OF OR RELATING TO THE CONTRACT, ANY ORDER, THE PRODUCTS, OR THE SERVICES, REGARDLESS OF THE LEGAL THEORY (INCLUDING CONTRACT, TORT (INCLUDING THE NEGLIGENCE OF TFM), STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CUSTOMER UNDER THE SALES ORDER FORM THAT IS THE SUBJECT OF THE CLAIM, AND IN ALL EVENTS TFM’S AGGREGATE LIABILITY ACROSS ALL CLAIMS SHALL NOT EXCEED AMOUNTS PAID UNDER THAT SALES ORDER FORM.

Allocation of Risk

The Customer acknowledges that the pricing of the Products and Services reflects the allocation of risk set forth in these Terms and that TFM would not have entered into the transaction absent these limitations.

Relationship to Warranty

Except as expressly set forth in the Warranty provisions of these Terms, the Products and Services are provided without any additional warranties or guarantees.

12. INDEMNIFICATION

Customer Indemnification Obligations

The Customer shall defend, indemnify, and hold harmless TFM, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees, expert fees, settlements, judgments, fines, and penalties) arising out of or relating to any third-party claim resulting from or connected with:

(a) the use, operation, handling, storage, installation, maintenance, or servicing of the Products by the Customer or any third party;

(b) any use of the Products outside the Permitted Uses or in violation of the Instructions, Specifications, or Applicable Laws;

(d) any materials, components, drawings, specifications, or other Customer Materials supplied by the Customer;

(e) the Customer’s finished products manufactured using the Products;

(f) any breach by the Customer of the Contract, including these Terms;

(g) violation of export control laws, sanctions, or regulatory requirements; or

(h) acts or omissions of the Customer’s employees, contractors, agents, or invitees.

Defense and Control

TFM shall have the right, but not the obligation, to participate in or assume control of the defense of any claim subject to indemnification, using counsel of its choosing, at the Customer’s expense.

The Customer shall not settle any claim in a manner that imposes any liability, admission, or obligation on TFM without TFM’s prior written consent, which shall not be unreasonably withheld.

Cooperation

The Customer shall cooperate fully with TFM in the defense of any indemnified claim, including providing access to documents, personnel, and information reasonably required for the defense.

Survival

The obligations under this Section shall survive delivery, acceptance, termination, or expiration of these Terms.

13. GOVERNING LAWS AND JURISDICTION

The Contract, including these Terms, and any dispute, claim, or controversy arising out of or relating to the Contract, the Products, the Services, or the transactions contemplated thereby shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract and is expressly excluded.

Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware in any action or proceeding arising out of or relating to the Contract and waives any objection to such jurisdiction or venue, including any objection based on forum non conveniens. Each party consents to service of process in any manner permitted by Applicable Laws.

14. FORCE MAJEURE

Force Majeure Events

TFM shall not be liable for any delay, failure, or interruption in performance arising from events beyond its reasonable control, including without limitation: acts of God or public enemy; natural disasters; fire; flood; earthquake; epidemic or pandemic (including COVID-19 and its variants); acts of government or regulatory authorities acting in either their sovereign or contractual capacity; war, terrorism, civil unrest, or sabotage; acts of civil disobedience; labor strikes or shortages or other labor disputes; supply chain disruptions, including unexpected traffic and roadblocks; shortages of materials or components; transportation or logistics disruptions; power or utility failures; cyber incidents not caused by TFM’s gross negligence; unavailability of Products and price increases imposed by retailers; or any other similar event (each, a “Force Majeure Event”).

Effect of Force Majeure

During the continuance of a Force Majeure Event:

TFM’s affected obligations shall be suspended to the extent impacted;
delivery schedules and performance deadlines shall be extended accordingly; and
TFM may perform its obligations in part or in stages, as commercially practicable.

TFM shall notify the Customer within a commercially reasonable time of any material delay or non-delivery resulting from a Force Majeure Event.

No Liability; No Termination Right

A Force Majeure Event shall not entitle the Customer to terminate the affected Contract, except to the extent the Customer has a termination right under Applicable Laws that may not be negated by agreement, refuse delivery, withhold payment, or claim damages.

TFM shall have no liability for any delay, non-performance, or failure to meet estimated delivery dates caused by a Force Majeure Event.

Payment Obligations

The occurrence of a Force Majeure Event shall not relieve the Customer of its payment obligations for Products already delivered, accepted, or made available, or for work performed prior to or during the Force Majeure Event.

Extended Force Majeure

If a Force Majeure Event continues for an extended period rendering performance commercially impracticable, TFM may, at its discretion, modify delivery schedules, suspend performance, or terminate the affected portion of the Contract without liability. Any prepaid amounts shall be handled strictly in accordance with the Payment and Cancellation provisions of these Terms and shall not be refundable except as expressly required by Applicable Laws.

15. GENERAL PROVISIONS

All provisions which by their nature should survive termination or expiration of a Contract shall survive, including without limitation provisions relating to payment, intellectual property, warranty disclaimers, limitation of liability, indemnification, and governing law.

Modifications

TFM may update these Terms from time to time; however, the Applicable Terms shall govern each Contract, and any subsequent revision to these Terms shall not modify a previously formed Contract unless expressly agreed by the parties in writing.

No modification, amendment, or waiver of any provisions of a Contract shall be effective unless agreed to in writing and signed by authorized representatives of the parties.

Severability

If a provision of these Terms is held by a court of competent jurisdiction to be contrary to the law, inapplicable or excessive, such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms shall remain in full force and effect. No modification, amendment or waiver of any provisions of these Terms shall be effective unless agreed to in writing.

Independent Contractors

The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose, and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

Assignment

TFM may assign, sublicense or transfer its rights or obligations hereunder, in which case, TFM will advise you in writing. The Customer may not assign or transfer its rights or delegate its obligations under a Contract without TFM’s prior written consent, except to the extent otherwise permitted by Applicable Laws.

Notices

Any notice required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, sent by recognized courier, or transmitted by email to the addresses set forth in the applicable Sales Order Form or otherwise designated in writing by the parties.

Entire Agreement

The Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, proposals, or communications, whether written or oral.

Order of Precedence

In the event of any conflict between the Applicable Terms and any Order, specification, or other document, the Applicable Terms shall prevail, unless expressly agreed otherwise in writing by the parties.

Language

Les parties reconnaissent avoir eu l’occasion de négocier librement toutes les stipulations essentielles des présentes Conditions et conviennent expressément que celles-ci, ainsi que tout document s’y rattachant, soient rédigés en langue anglaise. The Parties acknowledge that they have had the opportunity to freely negotiate all of the essential terms of these Terms and expressly agree that these Terms, as well as any document related thereto, be drawn up in the English language.

The parties agree that the English version shall govern in the event of any inconsistency or interpretation issue.

Cumulative Remedies

All rights and remedies of TFM under these Terms are cumulative and in addition to any rights or remedies available at law or in equity.

16. CONTACT

If you have any concern, question, or complaint regarding these Terms, please contact us at:

Torrington Forming Machinery (TFM)

1615, Wolcott Road

Wolcott, CT 06716

Email: sales@torrington-machinery.com

Phone: 1-800-516-0307

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