(a) These general terms and conditions for the sale of goods and services (these “Terms”) are the only terms which govern the sale of the goods (“Goods”) and services (“Services”) by TOMCAT USA, Inc. and its affiliates (collectively, “Seller”) to any buyer thereof (“Buyer”). Seller and Buyer may be individually referred to herein as a “Party” or collectively the “Parties.” If a written contract manually signed by both Seller and Buyer is in existence covering the sale of the Goods or Services covered by these Terms (a “Master Agreement”), unless provided otherwise in such Master Agreement, the terms and conditions of these Terms shall prevail to the extent they are inconsistent with such Master Agreement. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
(b) These Terms, together with the basic order information on the face of a quote of the Seller or an accepted purchase order and any applicable Master Agreement, but excluding any standard or other terms and conditions attached to any purchase order or referenced thereon, comprise the entire agreement between the Parties with respect to sales and proposed sales of Goods and/or Services by Seller to Buyer, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications between Buyer and Seller, both written and oral. Unless accepted and agreed in a writing manually signed by executive officers of each of Buyer and Seller, any additional, different or inconsistent terms or conditions, including purchase order terms and any specifications not attached to or incorporated by reference into an accepted purchase order, shall not be binding on Buyer or Seller (and any and all such additional, different or inconsistent terms and conditions, whether or not they materially alter any order, sale or proposed sale hereunder, are hereby objected to and rejected, without any further notice of such objection and rejection being required). In the event of any inconsistency between these Terms and the terms of any purchase order, these Terms shall prevail.
(a) The Goods will be delivered within a reasonable time after acceptance of Buyer’s purchase order. Seller shall not be liable for any delays, loss or damage in transit.
(b) Unless otherwise agreed in writing by the Parties, Seller shall make the Goods available for pick-up at Seller’s dock (the “Delivery Point”) using Seller’s standard methods for packaging such Goods. At Buyer’s election and instruction, Seller shall arrange for shipment of the Goods to Buyer via a carrier selected by Buyer; provided, however, that Buyer or Buyer’s carrier shall take delivery of the Goods within five (5) days of Seller’s written notice that the Goods have been delivered to the Delivery Point. In any event, Buyer shall be responsible for all shipping and handling charges and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point.
(c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
(d) Seller shall use reasonable efforts to meet any performance dates to render the Services specified in the purchase order or sales confirmation, but any such dates shall be deemed estimates only.
(e) With respect to the Services, Buyer shall (i) cooperate with Seller in all matters relating to the Services and provide such access to Buyer’s premises, and such office accommodation and other facilities as may reasonably be requested by Seller, for the purposes of performing the Services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of these Terms; (iii) provide such customer materials or information as Seller may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
(f) Notwithstanding anything to the contrary contained in these Terms, Seller may, from time to time change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the applicable purchase order or Master Agreement.
(a) As used in these Terms, “Design” means any design or technical advice provided by Seller in connection with the sale of Goods or provision of Services, including any revisions, amendments and updates made by Seller to any designs and/or design advice.
(b) All Designs and any advice provided to Buyer by Seller in connection with a Design are specific to the Buyer’s project (“Project”). In receiving Goods and/or Services from Seller, Buyer thereby acknowledges that in preparing any Design and/or providing any advice, Seller has relied upon information supplied by Buyer and/or Buyer’s professional advisers, agents and/or contractors relating to the Project and Seller takes no responsibility for any failure or defect arising directly or indirectly from incomplete, inaccurate or misleading information provided to Seller, or arising as a consequence of any act, omission or failure by Buyer or any third party contractor, engineer, quantity surveyor or other professional adviser engaged in relation to the Project. In all events, Buyer is responsible to ensure the relevant Design has been checked and approved in all respects prior to installation by a qualified professional familiar with the Project acting on behalf of Buyer.
(c) The Design and any advice provided by Seller have been prepared and delivered on the basis that Seller’s Goods are explicitly specified and will be used in the Project. If Buyer uses any other manufacturer’s products, Seller accepts no responsibility whatsoever for the performance of those products, and Seller gives no assurances that the Design and/or advice provided by Seller will be suitable for use with those products.
(d) As Seller is not involved in the overall management and supervision or the selection of materials or contractors for the Project, Seller shall not be liable for any failure in Seller’s Goods or other liability or failure caused by the actions or omissions of others or the treatment of Seller’s Goods on site and in use.
Unless otherwise agreed by the Seller, delivery of the Goods shall be made EXW (Incoterms® 2010). Title and risk of loss passes from Seller to Buyer EXW (Incoterms® 2010).
If Seller’s performance of its obligations under any sale or proposed sale of Goods and/or Services or with respect to any Goods and/or Services sold to Buyer is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants or employees, Seller shall not be deemed in breach of any of its obligations or otherwise liable for any costs, charges or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.
(a) Buyer shall inspect the Goods within such time as necessary to make a valid claim against the carrier for any damage incurred during transit and in no event more than five (5) days of receipt of the Goods (“Inspection Period”). All Goods shall be in good order upon release to the carrier. ALL CLAIMS FOR DAMAGE AND LOSS IN TRANSIT MUST BE FILED BY THE CONSIGNEE BUYER AGAINST THE CARRIER CONSISTENT WITH THE SHIPPING POLICY. Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents.
(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, per Seller’s instructions and Seller’s expense and risk of loss, the Nonconforming Goods to Seller’s facility identified in the instructions. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Seller’s expense and risk of loss, the replaced Goods.
(c) BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN SECTION 8(B) ARE BUYER’S EXCLUSIVE REMEDIES FOR THE DELIVERY OF NONCONFORMING GOODS. EXCEPT AS PROVIDED UNDER SECTION 8(B), ALL SALES OF GOODS TO BUYER ARE FINAL, AND BUYER HAS NO RIGHT TO RETURN PURCHASED GOODS TO SELLER.
(d) The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence establishing a different quantity.
(e) Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within three (3) days of the date when the Goods would in the ordinary course of events have been received.
(f) Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
(g) BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN SECTION 6 ARE BUYER’S EXCLUSIVE REMEDIES FOR NON-DELIVERY OF GOODS. EXCEPT AS PROVIDED UNDER SECTION 6(F), ALL SALES OF GOODS TO BUYER ARE FINAL, AND BUYER HAS NO RIGHT TO RETURN PURCHASED GOODS TO SELLER.
(a) Buyer shall purchase the Goods and Services from Seller at the prices (the “Prices”) set forth in the accepted Seller’s quote or accepted purchase order relating to such Goods and/or Services.
(b) Buyer agrees to reimburse Seller for all reasonable travel and out-of-pocket expenses incurred by Seller in connection with the performance of the Services.
(c) All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.
(a) If the Seller agrees to extend the Buyer credit, Buyer shall pay all invoiced amounts due to Seller in accordance with the agreed credit terms extended to the Buyer by the Seller. Buyer shall make all payments hereunder in US dollars in accordance with the Seller's invoice.
(b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or performance of any Services if Buyer fails to pay any amounts when due hereunder and such failure continues for five (5) days following written notice thereof.
(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
9. Property.
(a) Except to the extent provided in a separate written agreement between Buyer and Seller, Seller (or its licensors) will retain all intellectual property rights used to create, embodied in, used in and otherwise relating to any Designs and/or Goods and any of their component parts; provided, however, that Seller hereby grants Buyer a non-exclusive, perpetual, worldwide, fully paid-up license to any such intellectual property solely to the extent such intellectual property is necessary to use, sell, offer for sale, import, export and incorporate into Buyer’s products any Goods purchased from Seller. To the extent necessary to effectuate the foregoing provisions, Buyer shall and hereby does assign all right, title and interest in and to any such intellectual property to Seller.
(b) Buyer shall and hereby does grant Seller a limited license to Buyer’s intellectual property to the extent necessary to perform any Services.
(c) Each Party shall return all property of the other Party when requested by such other Party. Each Party’s property shall include all memoranda, notebooks, drawings, blueprints and confidential information provided to the other Party.
10. Limited Warranty.
(a) Seller warrants to Buyer that for a period of one (1) year from the date of shipment of the Goods (“Warranty Period”), that such Goods will be free from material defects in material and workmanship.
(b) Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under these Terms. No warranty is made with respect to any Designs or any advice provided to Buyer by Seller in connection with a Project.
(c) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 10(a) AND 10(b), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, DESIGNS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
(d) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 10(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
(e) Seller shall not be liable for a breach of the warranties set forth in Section 10(a) and Section 10(b) unless: (i) Buyer gives written notice of the defective Goods or Services, as the case may be, reasonably described, to Seller within fifteen (15) days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 10(a) to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Goods or Services are defective.
(f) Seller shall not be liable for a breach of the warranty set forth in Section 10(a) or Section 10(b) if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.
(g) Subject to Section 10(e) and Section 10(f) above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Goods to Seller.
(h) Subject to Section 10(e) and Section 10(f) above, with respect to any Services subject to a claim under the warranty set forth in Section 10(b), Seller shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.
(i) THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. THE REMEDIES SET FORTH IN SECTIONS 10(g) AND 10(h) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDIES AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTIONS 10(a) AND 10(b), RESPECTIVELY.
11. Limitation of Liability.
(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY SALE OR PROPOSED SALE OF GOODS AND/OR SERVICES OR ANY GOODS AND/OR SERVICES SOLD TO BUYER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD UNDER THE PURCHASE ORDER RELATING TO THE GOODS AND/OR SERVICES AT ISSUE.
Buyer shall comply with all applicable laws, regulations and ordinances with respect to the Goods, Services and Project. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Terms and/or with respect to the Goods, Services and Project.
In addition to any remedies that may be provided under these Terms, Seller may terminate any order for Goods and/or Services with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due and such failure continues for two (2) days after Buyer’s receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
No waiver by Seller of any of the provisions of these Terms is effective unless explicitly set forth in writing and manually signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with any sale or proposed sale of Goods and/or Services shall be treated by Buyer as confidential, used by Buyer solely in connection with a sale or proposed sale of Goods and/or Services from Seller to Buyer and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached any of its obligations, for any failure or delay in fulfilling or performing any of its obligations when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Buyer shall not assign any of its rights or delegate any of its obligations with respect to any sale or proposed sale of Goods and/or Services, any Goods and/or Services sold to Buyer or otherwise hereunder without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms.
The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.
All matters arising out of or relating to any sale or proposed sale of Goods and/or Services and any Goods and/or Services sold to Buyer are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) and without regard to the United Nations Convention on Contracts for the International Sale of Goods (the “CISG”) that would cause the application of the laws of any jurisdiction other than those of the State of Virginia. If otherwise applicable, the CISG is excluded in its entirety and shall not apply to matters arising out of or relating to any sale or proposed sale of Goods and/or Services and any Goods and/or Services sold to Buyer.
Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
All notices, requests, consents, claims, demands, waivers and other communications with respect to any sale or proposed sale of Goods and/or Services, any Goods and/or Services sold to Buyer or otherwise hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the face of the purchase order or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (a) upon receipt of the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
The definitions of the terms used in these Terms shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “any” shall mean “any and all” unless otherwise clearly indicated by context. Where any party’s consent is required under these Terms, except as otherwise specified herein, such party’s consent may be granted or withheld in such party’s sole discretion. The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to these Terms in their entirety and not to any particular provision of these Terms. All references herein to Articles, Sections or Exhibits, unless otherwise specifically provided, shall be construed to refer to Articles, Sections and Exhibits of these Terms.
ADDITIONAL TERMS AND CONDITIONS FOR THE ONLINE SALE OF GOODS AND SERVICES
The following Terms and Conditions for the Online Sale of Goods and Services (“Online Terms”) shall supplement the Terms and apply to any Buyer that purchases Goods or Services from Seller online. In the event of any inconsistency between these Online Terms and the Terms, these Online Terms shall prevail.
1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, BUYER AFFIRMS THAT BUYER IS OF LEGAL AGE TO ENTER INTO THIS TRANSACTION, AND BUYER ACCEPTS AND IS BOUND BY THESE ONLINE TERMS. BUYER AFFIRMS THAT IF BUYER PLACES AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, BUYER HAS THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE ONLINE TERMS.
BUYER MAY NOT ORDER OR OBTAIN GOODS OR SERVICES FROM THIS WEBSITE IF BUYER (i) DOES NOT AGREE TO THESE ONLINE TERMS, (ii) IS NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH SELLER, OR (iii) IS PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
These Online Terms apply to the purchase and sale of Goods and Services through http://www.areafourindustries.com (the “Site”). These Terms are subject to change by Seller without prior written notice at any time, in our sole discretion. Any changes to these Online Terms will be in effect as of the “Last Updated Date” referenced on the Site. Buyer should review these Online Terms prior to purchasing any Goods or Services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
These Online Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. Buyer should also carefully review our Website Terms of Use before placing an order for products or services through this Site.
2. Order Acceptance and Cancellation.
Buyer agrees that Buyer’s order is an offer to buy, under these Online Terms, all products and services listed in your order. All orders must be accepted by Seller or Seller will not be obligated to sell the Goods or Services to you. Seller may choose not to accept orders at Seller’s sole discretion, even after Seller sends Buyer a confirmation email with Buyer’s order number and details of the items Buyer has ordered.
3. Prices and Payment Terms.
a. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in Buyer’s order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to Buyer’s total price, and will be itemized in your shopping cart and in your order confirmation email. Seller strives to display accurate price information, however Seller may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. Seller reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
b. Terms of payment are within Seller’s sole discretion, and payment must be received by Seller before Seller’s acceptance of an order. If payment is made by credit card, Buyer represents and warrants that (i) the credit card information that Buyer supplies to Seller is true, correct and complete, (ii) Buyer is duly authorized to use such credit card for the purchase, (iii) charges incurred by Buyer will be honored by Buyer’s credit card company, and (iv) Buyer will pay charges incurred by Buyer at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of Buyer’s order.
4. Privacy.
Our Website Terms of Use, www.tomcatglobal.com/privacy-policy, governs the processing of all personal data collected from Buyer in connection with Buyer’s purchase of Goods or Services through the Site.