TOTO USA, Inc.
Standard Terms and Conditions
TERMS AND CONDITIONS
Prices: Prices in the TOTO price book, online TOTO Store or as reflected in TOTO current sales programs are subject to change without notice and supersede all previous price books, TOTO Store prices, sales programs, lists and quotations. Possession of any price book, sales program or access to any online websites is not to be construed as an offer to sell the products listed therein at the prices stated. Prices do not include installation, freight or taxes.
Payment
Order Minimum: An order for products for which prices aggregate less than $50.00 net will be billed at $50.00 net.
Terms of Payment: A 2% cash discount, on the amount of the invoice before any freight charges or applicable taxes is allowed on invoices paid on or before the 30 days following the date of the invoice, providing there is no past due balance. All invoices not discounted are due net 60 days following the date of the invoice. All payments shall be made in U.S. Dollars.
Service Fee: If payment is not timely, TOTO shall be entitled, in addition to other legal rights and to the extent permissible be applicable law, to a service fee of 1-1/2% per month (18%per annum) on any unpaid balances to cover additional administrative costs of collecting such balances.
Taxes: Prices are exclusive of any taxes. Buyer agrees to pay any applicable taxes, duty surcharges, fee or similar charges however imposed.
Deductions and Late Payments: BUYER shall refrain from making deductions of any kind from any payments due TOTO , unless a credit memorandum had been issued by TOTO to BUYER. TOTO may accept any partial payment without prejudice to its right to recover any remaining balance or to pursue any other remedy provided herein, in any agreements executed by the parties, or under applicable law. No payment by BUYER to TOTO of any lesser amount than that due to TOTO shall be deemed to be other than a payment on account, and no endorsement or statement on any check or in any letter or other writing shall create an accord and satisfaction.
Acceptance of Orders: All orders are subject to approval and acceptance by TOTO . Orders will be accepted only upon the understanding that the terms and conditions hereto shall be applicable. Unless TOTO so agrees in writing, any terms and conditions appearing in BUYER'S order contrary to those stated herein are deemed waived by BUYER. After an order has been accepted, it may be modified or cancelled only upon the written agreement of TOTO .
Credit Approval: BUYER'S orders will be accepted subject to credit investigation and approval and delivery may be withheld on accepted orders without any liability on the part of TOTO , if, in its opinion, the BUYER'S ability to pay for the products on these terms and conditions is in doubt. Any remittance received from or for the account of BUYER may be accepted or applied by TOTO against any indebtedness owing by BUYER, without prejudice to or the discharge of the remainder of such indebtedness, regardless of any condition, provision, or notation appearing on such remittance .After delivery, if TOTO brings legal action to collect amounts due and owing by BUYER, BUYER agrees to pay for all attorneys' fees and costs incurred by TOTO in such action.
Shipment
Delivery: All shipment and freight terms are based on shipment within the continental United States, F.O.B.TOTO 's warehouse. Delivery to the carrier shall constitute delivery to the BUYER, all products are shipped at BUYER's risk. When specific shipping instructions are not provided by BUYER, TOTO will use its discretion as to routing of shipments, based on the lowestratemedium of transportation. No freight allowances will be given on special express shipments without prior written consent of TOTO .TOTO will not be liable to BUYER for damages of any kind or character by reason of any failure to fill orders, delays in shipment or delivery or any error in the filling of orders, regardless of the cause therefore.
Partial Shipments: Unless otherwise specified, TOTO may make partial shipments and each shipment shall be deemed a separate sale. BUYER shall accept and pay for each shipment regardless of any prior or subsequent failure to deliver any other shipment
Shipping Weights: Shipping weights are approximate, are shown for BUYER's convenience only, and are not guaranteed.
Allocation: In the event of Products shortages, TOTO shall have the right to allocate the available supply among its customers on a case by case basis in a manner deemed equitable by TOTO under the particular circumstances. TOTO shall have the right, at its option, to cancel any back orders (even if they have been accepted previously by acknowledgement, partial shipment or otherwise), provided the same have been outstanding for a minimum of thirty (30) days. Any resubmitted orders shall be subject to TOTO 's then current pricing.
Acceptance: BUYER shall diligently inspect product upon arrival at specified destination and shall within10 business days notify TOTO as to any conditions which exist that prevent BUYER's acceptance of product. Failure to notify TOTO of any such conditions within 10 days of such arrival shall result in acceptance of the products by BUYER.
Damage in Transit: All products are shipped at BUYER's risk. TOTO's responsibility ceases upon the delivery of the products in good order to the carrier. Claims against the carrier are to be filed by the BUYER.
Substitution: TOTO reserves the right at any time to replace or substitute products and packaging provided such replacement or substitution will not result in additional cost to BUYER and will not adversely affect operational performance of products.
Excusable Delay: TOTO is not responsible or liable for any delays or any failure to perform due to unforeseen circumstances or causes beyond TOTO 's control, then such delay or failure is due, directly or indirectly, to acts of God, war(including civil war),riots, embargoes, acts (whether sovereign or contractual) of civil or military authorities, acts of any government, major change in economic conditions, fires, floods, explosions, the elements of epidemics, quarantine restrictions, strikes, lockouts, plant shutdowns, slowdowns, accidents, shortages or energy, materials, component parts, labor, or delays of suppliers of subcontractors. In the event of an excusable delay, TOTO shall promptly notify the BUYER of such delay and an equitable adjustment shall be made in delivery schedules and any other affected terms and conditions.
Returned Products
Products cannot be returned without the prior written approval of TOTO . If products which are returned with TOTO 's written approval are in TOTO 's opinion salable, credit will be issued at the original net invoice price, less the actual cost of restocking, as determined by TOTO , but in no event will the restocking fee be less than 25% of the original net invoice price. Returned product which is damaged, used, or otherwise not in salable condition, will not be eligible for credit.
General Terms & Conditions
Limitation of Liability: TOTO 's liability for any and all claims of any kind, including negligence, for any loss or damage arising out of, connected with or resulting from TOTO 's performance, or breach of the terms hereof shall, in the aggregate, not exceed the purchase price of the particular product. IN NO EVENT SHALLTOTO BE LIABLE FOR INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF PERFORMANCE OF OR FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, WHETHER OR NOT TOTO HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
Severability: If any portion or provision of these terms applicable to any situation or circumstance is held invalid, the remainder of these terms or the remainder of such provision (as the case may be), and the application thereof to other situations or circumstances shall not be affected thereby.
Waiver: Waiver by TOTO of any breach of these provisions shall not be construed as a waiver of any other breach.
Financial Information: From time to time, if and when requested by TOTO , BUYER shall furnish TOTO with any financial statements or additional information as TOTO may deem necessary to determine BUYER's financial condition. TOTO may withhold shipments until such information is received.
Assignment: None of the BUYER's rights under these terms shall be assigned or otherwise transferred by the BUYER to any other person, whether by operation of law or otherwise, without TOTO 's prior written approval.
Compliance: Except for the USA, Canada and Mexico, the BUYER accepts that it is the BUYER's responsibility to confirm that the Goods comply with any laws and regulations applicable to the products as respectively in the territory where products would be used.
Law and Arbitration: These terms are governed by the laws of the State of Georgia. Any controversy or claim arising out of or relating to these terms or the breach hereof shall be finally settled by arbitration in Crayton County, Georgia in accordance with the prevailing commercial rules of the American Arbitration Association, and the parties shall have the right to take depositions and obtain discovery regarding the subject matter of the arbitration as if the subject matter of the arbitration were pending in a civil action before a Superior Court of the State of Georgia, pending decision by the arbitrator(s), the parties shall diligently proceed pursuant to the terms and conditions hereof. The award of the arbitrator(s) shall be final, binding and conclusive on the parties hereto and their successors and assigns. Judgment upon an arbitration award hereunder may be entered in any court having jurisdiction thereof or application may be made to any court or individual acceptance of the award or an order of enforcement, as the case may be. The prevailing party in any arbitration or in any action at law or inequity brought to enforce any arbitration award will be entitled to receive its reasonable attorney fees, costs and necessary disbursements in addition to any other relief to which it may be entitled.
Entirety of Agreement: Except for any agreement which may be executed by the parties with respect to the subject matter hereof, these terms are intended as a complete and exclusive statement of the terms and conditions of their agreement. No other terms and conditions, whether contained in BUYER's purchase order, shipping release or elsewhere that are inconsistent with, additional to, or different from the terms and conditions herein shall be binding upon TOTO unless specifically agreed to by TOTO in writing.
Assent: Receipt by BUYER of acceptance of the order or receipt of the products without prompt objection to the terms and conditions herein set forth, constitutes acceptance by BUYER of these terms and conditions.
Warranty
One Year Limited Warranty
Warranty applies to select virtuous china, WASHLET, airbaths, and hand dryers.
1. TOTO warrants its plumbing products (Product) to be free from defects in materials and workmanship during normal use when properly installed and serviced, for a period of one (1) year from date of purchase. This limited warranty is extended only to the ORIGINAL PURCHASER of the Product and is not transferable to any third party, including but not limited to any subsequent purchaser or owner of the Product. This warranty applies only to TOTO Product purchased and installed in North, Central and South America.
2. TOTO obligations under this warranty are limited to repair, replacement or other appropriate adjustment, at TOTO option, of the Product or parts found to be defective in normal use, provided that such Product was properly installed, used and serviced in accordance with instructions. TOTO reserves the right to make such inspections as may be necessary in order to determine the cause of the defect. TOTO will not charge for labor or parts in connection with warranty repairs or replacements. TOTO is not responsible for the cost of removal, return and/or reinstallation of the Product.
3. a. This warranty does not apply to the following items: a. Damage or loss sustained in a natural calamity such as fire, earthquake, flood, thunder, electrical storm, etc.
b. Damage or loss resulting from any accident, unreasonable use, misuse, abuse, negligence, or improper care, cleaning, or maintenance of the Product.
c. Damage or loss resulting from sediments or foreign matter contained in a water system.
d. Damage or loss resulting from improper installation or from installation of the Product in a harsh and/or hazardous environment, or improper removal, repair or modification of the Product. (NOTE: Product model codes allow a maximum of 80 PSI. Check local codes or standards for requirements).
e. Damage or loss resulting from electrical surges or lightning strikes or other acts which are not the fault of TOTO or which the Product is not specified to tolerate.
f. Damage or loss resulting from normal and customary wear and tear, such as gloss reduction, scratching or fading over time due to use, cleaning practices or water or atmospheric condition, including but not limited to, the use of bleach, alkali, acid cleaners, dry (powder) cleaners or any other abrasive cleaners or the use of metal or nylon scrubbers.
g. The use of any Product in a manner inconsistent with the Product instructions / owners manual.
4. In order for this limited warranty to be valid, proof of purchase is required. TOTO encourages warranty registration upon purchase to create a record of Product ownership at
http://www.totousa.com. Product registration is completely voluntary and failure to register will not diminish your limited warranty rights.
5 THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE, PROVINCE TO PROVINCE OR COUNTRY TO COUNTRY.
6 To obtain warranty repair service under this warranty, you must take the Product or deliver it prepaid to a TOTO service facility together with proof of purchase (original sales receipt) and a letter stating the problem, or contact a TOTO distributor or products service contractor, or write directly to TOTO U.S.A., INC., 1155 Southern Road, Morrow, GA 30260 (888) 295 8134 or (678) 466-1300, if outside the U.S.A. If, because of the size of the Product or nature of the defect, the Product cannot be returned to TOTO , receipt by TOTO of written notice of the defect together with proof of purchase (original sales receipt) shall constitute delivery. In such case, TOTO may choose to repair the Product at the purchaser location or pay to transport the Product to a service facility.
WARNING! TOTO shall not be responsible or liable for any failure of, or damage to, this Product caused by either chloramines in the treatment of public water supply or cleaners containing chlorine (calcium hypochlorite). NOTE: The use of high concentrate chlorine or chlorine related products can seriously damage the fittings. This damage can cause leakage and serious property damage.
THIS WRITTEN WARRANTY IS THE ONLY WARRANTY MADE BY TOTO .REPAIR, REPLACEMENT OR OTHER APPROPRIATE ADJUSTMENT AS PROVIDED UNDER THIS WARRANTY SHALL BE THE EXCLUSIVE REMEDY AVAILABLE TO THE ORIGINAL PURCHASER. TOTO SHALL NOT BE RESPONSIBLE FOR LOSS OF THE PRODUCT OR FOR OTHER INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR EXPENSES INCURRED BY THE ORIGINAL PURCHASER, OR FOR LABOR OR OTHER COSTS DUE TO INSTALLATION OR REMOVAL, OR COSTS OF REPAIRS BY OTHERS, OR FOR ANY OTHER EXPENSE NOT SPECIFICALLY STATED ABOVE. IN NO EVENT WILL TOTO RESPONSIBILITY EXCEED THE PURCHASE PRICE OF THE PRODUCT. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ANY IMPLIED WARRANTIES, INCLUDING THAT OF MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
Three Year Limited Warranty
Warranty applies to select Electronic Flush Valves, Faucets and Soap Dispenser.
1. TOTO warrants its electronic flush valves, faucets and soap dispensers (Product) to be free from defects in materials and workmanship during normal use when properly installed and serviced, for a period of three (3) years from date of purchase. This limited warranty is extended only to the ORIGINAL PURCHASER of the Product and is not transferable to any third party, including but not limited to any subsequent purchaser or owner of the Product. This warranty applies only to TOTO Product purchased and installed in North, Central and South America.
3. This warranty does not apply to the following items:
a. Damage or loss sustained in a natural calamity such as fire, earthquake, flood, thunder, electrical storm, etc.
d. Damage or loss resulting from improper installation or from installation of the Product in a harsh and/or hazardous environment, or improper removal, repair or modification of the Product.
f. Damage or loss resulting from normal and customary wear and tear, such as gloss reduction, scratching or fading over time due to use, cleaning practices or water or atmospheric conditions, including but not limited to, the use of bleach, alkali, acid cleaners, dry (powder) cleaners or any other abrasive cleaners or the use of metal or nylon scrubbers.
6. To obtain warranty repair service under this warranty, you must take the Product or deliver it prepaid to a TOTO service facility together with proof of purchase (original sales
receipt) and a letter stating the problem, or contact a TOTO distributor or products service contractor, or write directly to TOTO U.S.A., INC., 1155 Southern Road, Morrow,
GA 30260, (888) 295 8134 or (678) 466-1300, if outside the U.S.A. If, because of the size of the Product or nature of the defect, the Product cannot be returned to TOTO,
receipt by TOTO of written notice of the defect together with proof of purchase (original sales receipt) shall constitute delivery. In such case, TOTO may choose to repair the
Product at the purchaser location or pay to transport the Product to a service facility.
1. TOTO warrants its NEOREST brand products (Product) to be free from defects in materials and workmanship during normal use when properly installed and serviced, for a period of three (3) years from date of purchase. This limited warranty is extended only to the ORIGINAL PURCHASER of the Product and is not transferable to any third party, including but not limited to any subsequent purchaser or owner of the Product. This warranty applies only to TOTO Product purchased and installed in North, Central and South America.
2. TOTO obligations under this warranty are limited to repair, replacement or other appropriate adjustment, at TOTO option, of the Product or parts found to be defective in normal use, provided that such Product was properly installed, used and serviced in accordance with instructions. TOTO reserves the right to make such inspections as may be necessary in order to determine the cause of the defect. TOTO will not charge for labor or parts in connection with warranty repairs or replacements. TOTO is not responsible for the cost of removal, return and/or re-installation of the Product.
d. Damage or loss resulting from improper installation or from installation of the Product in a harsh and/or hazardous environment, or improper removal, repair or modification of
the Product. This includes locations where the water pressure is above local codes or standards. (NOTE: Product model codes allow a maximum of 80 PSI. Check local codes or
standards for requirements).
e. Damage or loss resulting from electrical surges or lightning strikes or other acts which are not the fault of TOTO or which the Product is not specified to tolerate, including
failure to use the factory equipped cord and plug or use of a loose or faulty electrical outlet or use of a current or socket other than a 120V, 60Hz electrical current from a
GFI (ground, fused) socket.
f. Damage or loss resulting from normal and customary wear and tear, such as gloss reduction, scratching or fading over time due to use, cleaning practices or water or
atmospheric conditions, including but not limited to, the use of bleach, alkali, acid cleaners, dry (powder) cleaners or any other abrasive cleaners or the use of metal or nylon
scrubbers.
4. If the Danger Label which has been placed over the seams on the back of the Product top unit is broken or otherwise not intact, this limited warranty is void
5. In order for this limited warranty to be valid, proof of purchase is required. TOTO encourages warranty registration upon purchase to create a record of Product ownership at
6. If the Product is used commercially or is installed outside of North, Central or South America, TOTO warrants the Product to be free from defects in materials and
workmanship during normal use for one (1) year from the date of installation of the Product, and all other terms of this warranty shall be applicable except the duration
of the warranty.
7. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE, PROVINCE TO PROVINCE OR
COUNTRY TO COUNTRY.
8. To obtain warranty repair service under this warranty, you must take the Product or deliver it prepaid to a TOTO service facility together with proof of purchase (original sales
WARNING! TOTO shall not be responsible or liable for any failure of, or damage to, this Product caused by either chloramines in the treatment of public water supply or cleaners
containing chlorine (calcium hypochlorite). NOTE: The use of a high concentrate chlorine or chlorine related products can seriously damage the fittings. This damage can cause
leakage and serious property damage.
Limited Lifetime Warranty
Warranty applies to select decorative faucets, cast iron tubs and accessories only.
1. TOTO warrants its residential faucets, cast iron tubs and bathroom accessories (Product) to be free from defects in materials and workmanship during normal use when properly installed and serviced, for the lifetime of the Product from date of purchase. This limited warranty is extended only to the ORIGINAL PURCHASER of the Product and is not transferable to any third party, including but not limited to any subsequent purchaser or owner of the Product. This warranty applies only to TOTO Product purchased and installed in North, Central and South America.
2. TOTO obligations under this warranty are limited to repair, replacement or other appropriate adjustment, at TOTO option, of the Product or parts found to be defective in normal use, provided that such Product was properly installed, used and serviced in accordance with instructions. TOTO reserves the right to make such inspections as may be necessary in order to determine the cause of the defect. TOTO will not charge for labor or parts in connection with warranty repairs or replacements. TOTO is not responsible for the cost of removal, return and/ or re-installation of the Product.
5 If the Product is used commercially or is installed outside of North, Central or South America, TOTO warrants the Product to be free from defects in materials and workmanship
during normal use for one (1) year from the date of installation of the Product, and all other terms of this warranty shall be applicable except the duration of the warranty.
6. All Products which consist of a powder-coated finish are warranted, with respect to finish only, for one (1) year from the date of installation of the Product. All other terms of this
warranty and any limitations thereof, except as to finish, shall be applicable.
GA 30260, (888) 295 8134 or (678) 466-1300, if outside the U.S.A. If, because of the size of the Product or nature of the defect, the Product cannot be returned to TOTO receipt
by TOTO of written notice of the defect together with proof of purchase (original sales receipt) shall constitute delivery. In such case, TOTO may choose to repair the Product at
the purchaser location or pay to transport the Product to a service facility.