Tin Can Tools LLC
Standard Terms & Conditions of Sale
1. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS THE SOLE TERMS AND CONDITIONS OF SALE THAT APPLY TO THE PURCHASE OF PRODUCTS FROM TIN CAN TOOLS LLC (“THE COMPANY”). ANY DIFFERENT OR ADDITIONAL TERMS SET FORTH IN CUSTOMER’S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON THE COMPANY UNLESS A SEPARATE AGREEMENT HAS BEEN SIGNED BY AN AUTHORIZED OFFICER OF THE COMPANY. BY PLACING AN ORDER FOR PRODUCTS FROM THE COMPANY, OR BY ACCEPTING DELIVERY OF THE PRODUCTS DESCRIBED ON THE APPLICABLE PACKING SLIP, BILL OF LADING AND/OR INVOICE RECEIVED WITH THE PRODUCTS, YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS OF SALE.
2. AVAILABILITY AND PRICING:
Product listings, specifications, availability, and pricing are subject to change without notice. Orders are not binding upon the Company until accepted by an authorized representative of the Company. Prices listed and charges discussed herein are in U.S. dollars. Some products may not be available for shipment outside the United States. The Company reserves the right to refuse service, terminate accounts or cancel orders in its sole discretion. The Company may also change or modify these Terms and Conditions of Sale from time to time without notice. Prices shown do not include any Federal, State or local taxes or any present or future sales, use, excise, value-added or similar taxes. Where applicable, such taxes shall be billed as a separate item and paid by Customer. Orders are accepted with the understanding that such taxes will be added, as required by law. The Company charges local sales tax unless Customer has a valid sales tax exemption certificate on file with the Company.
3. PAYMENT TERMS:
We accept VISA®, MasterCard®, American Express®, PayPal®, check, cashier’s check, money orders, and prepaid by wire transfer.
4. OPEN ACCOUNTS/CUSTOMER’S FINANCIAL CONDITION:
A Customer that desires to open a credit account must furnish such information as requested by the Company. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any extensions of credit, or reduce or suspend any credit limit at any time. Company also reserves the right to cancel any order, require payment in advance, or require the Customer to provide adequate assurance of performance, without any liability by the Company, in the event of the Customer’s insolvency, filing of a petition in bankruptcy, the appointment of a receiver or trustee for Customer, or the execution by Customer of an assignment for the benefit of creditors.
Permission for return of products must first be secured from the Company in writing. Products returned without a Return Material Authorization number will not be accepted. Return Material Authorization Requests showing invoice number, date of purchase, quantities of items will be acted upon promptly. All Return Material Authorizations are conditional and are not final until the product is received and inspected by the Company. All Return Material Authorization Requests must be made within 30 days from date of purchase.
6. EXPORT CONTROLS:
Products purchased or received under these Terms and Conditions of Sale are subject to export control laws, restrictions, regulations and orders of the United States. Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such United States or foreign law or regulation. Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the products or services hereunder. Customer shall be responsible to obtain any license to export, re-export or import as may be required.
7. SHIPPING & HANDLING/DELIVERY:
All U.S. domestic shipments are FOB Shipping Point and in all cases title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon Customer (without regard to which party pays for the shipping costs). Company and carrier handling charges apply. Next Day and Second Day Air Service is available within the 48 contiguous states, Alaska, Hawaii, and Puerto Rico. Delivery dates provided in advance are estimates only and shall not represent fixed or guaranteed delivery dates. Export shipments are on the basis of FOB Company Warehouse with the Company charging separately for the costs, insurance, and freight to bring the products to the named place of destination.
8. HAZARDOUS APPLICATIONS PROHIBITED:
THE COMPANY’S PRODUCTS ARE NOT RECOMMENDED OR AUTHORIZED FOR SAFETY, LIFE SUPPORT, SURGICAL IMPLANT, NUCLEAR, MILITARY OR COMMERCIAL AIRCRAFT APPLICATIONS, OR FOR ANY USE OR APPLICATION IN WHICH THE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY. Customer assumes all risk and liability for use in such applications and agrees to indemnify the Company and the manufacturer of the products from and against any and all claims, damages, loss, cost, expense or liability arising out of or in connection with the use or performance of Products in such applications.
9. LIMITED WARRANTY:
COMPANY MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. Company’s liability arising out of any sale of products to Customer is expressly limited to either (1) Refund of the purchase price paid by Customer for such Products (without interest), or (2) Repair and/or replacement of such Products, at Company’s election, with such remedies exclusive and in lieu of all others. Customer must notify Company within 90 days from date of shipment of any defective product. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Customer’s obligations and Company’s remedies with respect to defective or nonconforming Products, are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered or altered in any way.
10. LIMITATION OF LIABILITY:
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer’s recovery from Company for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD COMPANY HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY COMPANY AND INCORPORATED INTO THE CUSTOMER’S PRODUCT.
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions or capacity and other details including, without limitation, statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including, without limitation, in catalogs, on web sites, on dispatch notes, invoices or packaging) are intended to give a general idea of the products, but will not form part of this Agreement. If the Descriptions of any products differ from the manufacturers’ description, the latter shall be deemed to be correct. The Company relies on such information, if any, as may have been provided to it by the manufacturers of the products and accepts no liability in contract or tort, or under statute, regulation or otherwise for any error in or omission from such Descriptions whether caused by the Company’s negligence or otherwise. The Company may make changes to the products as part of a program of improvement or to comply with legislation. Where the product is flagged as RoHS compliant, this means that, based on information provided by our suppliers, the product does not contain the substances restricted by the European Community Directive (2002/95/EC) on the Restriction of the use of certain Hazardous Substances, commonly known as the RoHS Directive, at levels in excess of the anticipated maximum concentration values or the existence of the restricted substances in the product at levels in excess of those concentrations is allowed as one of the particular applications listed in the Annex to the RoHS Directive.
12. INTELLECTUAL PROPERTY RIGHTS:
The products offered for sale by the Company may be subject to patent, trademark, copyright, design and other rights of third parties. The Company shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. The Company’s entire catalog(s) and website(s), including without limitation, the content of the catalog(s) and website(s) is copyrighted as a collective work under United States laws and applicable international copyright laws and the Company owns the full copyright in its catalog(s) and website(s), including without limitation in the selection, coordination, arrangement and enhancement of the content contained therein. Except as stated below, none of the materials in the Company’s catalog(s) or on its website(s) may be reproduced, distributed, republished, downloaded, copied in any form or by any means, displayed, posted, transmitted, modified, translated, added to, updated, compiled, or abridged without the prior written permission of the Company. Customer may download, store, print and copy selected portions of the content in the Company’s catalog(s) and website(s) provided Customer: (1) only uses the content downloaded, stored, or printed for furthering Customer’s business with the Company; (2) does not publish or post any part of the content from the catalog(s) or website(s) in any other catalog or on any other Internet site; (3) does not publish or broadcast any part of the content from the catalog(s) or website(s) in or on any other media; and (4) does not modify or alter the content from the catalog(s) or website(s) in any way or delete or modify any copyright or trademark notice.
13. FORCE MAJEURE:
The Company shall not be liable for loss or damage caused by any delay or failure to perform resulting in whole or in part from Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war, risks, shortages, inability to procure or ship product or obtain permits and licenses, insolvency or other inability to perform by the manufacturer, delay in transportation, any other commercial impracticability and/or any circumstances beyond the control of the Company in its business operations.
14. GOVERNING LAW:
This Agreement and any sales hereunder shall be governed by the laws of the State of Texas without regard to conflicts of law rules and venue shall be in the federal and state courts of Denton County, State of Texas, United States of America. The parties expressly exclude the application of the 1980 United Nations Convention of Contracts for the International Sales of Goods, if otherwise applicable.
15. DISPUTE RESOLUTION:
Actions by the Company for non-payment by the Customer of the purchase price of products sold by the Company, or for redress of other breaches by the Customer of these Terms and Conditions of Sale may be brought by the Company, at its option, before any U.S. or foreign judicial court of competent jurisdiction or at the Company’s option, disputes between the Company and the Customer, including all claims for non-performance by the Company, shall be finally settled by arbitration in Denton, Texas, U.S.A. under the Commercial Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Commercial Rules applying these Terms and Conditions of Sale and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Texas, U.S.A.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provision(s) shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
The Company’s failure to insist on performance of any term or condition contained in this Agreement, or failure to exercise any of the Company’s rights hereunder, shall not constitute a waiver of any of the Company’s rights or remedies under this Agreement.
18. NO THIRD PARTY BENEFIT:
The provisions set forth in these Terms and Conditions of Sale are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.