These Standard Terms and Conditions of Sale (the “Terms”) set forth the terms and conditions that govern purchases by any purchaser (the “Buyer”) of tools and parts (the “Products”) and service support and repair services (the “Services”) from TAPETECH TOOL COMPANY (“TAPETECH”). TAPETECH reserves the right, at any time and in its sole discretion, to update, revise or otherwise modify the Terms without notice. The Terms and any purchase orders and other agreements regarding the purchase of the Products and/or Services shall be referred to as the “Agreement.”
1. OFFER FOR SALE.
All agreements between the Buyer and TAPETECH to purchase the Products and/or Services shall be governed by the terms and conditions herein. The Buyer and TAPETECH agree that any modifications, changes, alterations of the terms and conditions herein must be in writing and signed by the Buyer and TAPETECH. TAPETECH hereby objects to any additional or different terms which may be contained in any of the Buyer’s purchase orders, acknowledgements or other documents or any communications received from the Buyer, and the Buyer and TAPETECH hereby agree that any such attempts shall be null and void and not deemed a part of the terms and conditions hereunder or any resulting order. All purchase orders must reference the applicable TAPETECH model and/or part number. No order may be cancelled, modified or altered by the Buyer, without written consent of TAPETECH, which may be withheld in its sole discretion.
2. PRICE.
The prices for the Products and Services are based on TAPETECH’s current Price List assigned to the Buyer’s account, in effect at the time of order, for the Products and Services. All current prices are subject to change by TAPETECH at any time without prior notice.
3. PAYMENT TERMS.
Unless otherwise stated in writing by TAPETECH, the Buyer shall make payment in accordance with the Payment Terms assigned to the Buyer’s account. Payment Terms are included on all Order Confirmations and Sales Invoices provided by TAPETECH to the Buyer.
4. PAYMENT METHODS.
All payments for the Products and the Services are payable in only United States Dollars. Payments for all Products are due as set forth above. For Buyers with a direct account and credit terms, TAPETECH does not accept credit cards of any kind for payment.
- For Buyers in the United States, payments may be made only by check, wire transfer or by automated clearing house (“ACH”) transfer.
- For all Buyers outside the United States, payments may be made only by wire transfer or by ACH transfer.
Notwithstanding the foregoing, at its option at any time, TAPETECH may require the Buyer to make payment by irrevocable letter of credit or by promissory note secured by purchase money security interest, upon terms and conditions satisfactory to TAPETECH in its sole discretion, and TAPETECH may defer shipment or cancel any order if the Buyer does not promptly provide such payment.
To assure proper credit to the Buyer’s account, the Buyer is encouraged to send payment notifications, together with the applicable invoice number, to TAPETECH via email at [email protected] or such other mail as directed by TAPETECH.
Charges will be assessed on past due accounts as follows: (i) a late charge at a rate equal to the lesser of one and one-half percent (1.5%) each month or the highest rate permitted by applicable law and (ii) reasonable collection costs and expenses, including attorneys’ fees and court costs. The Buyer’s failure to pay in accordance with the provisions of Sections 3 or 4 shall entitle TAPETECH, without prejudice to its rights to damages, to suspend or cancel any outstanding orders or require further assurance of payment from the Buyer.
5. TAXES AND OTHER CHARGES.
Notwithstanding the Buyer providing TAPETECH with an acceptable certificate of sales tax exemption, the Buyer shall pay, in addition to the prices as set forth herein, any and all manufacturer’s tax, occupation tax, use tax, property tax, sales tax, excise tax, value-added tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever, except for taxes on TAPETECH’s income, imposed by any governmental authority on or measured by the transaction between TAPETECH and the Buyer. The Buyer shall indemnify, defend and hold harmless TAPETECH against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent such claims arise out of any breach of this Section.
6. DELIVERY.
The Products shall be delivered, unless otherwise agreed to by the parties, freight on board place of shipment upon delivery to the carrier designated by TAPETECH at TAPETECH’s plant in Stone Mountain, Georgia USA. Notwithstanding orders that meet applicable prepaid freight minimum values, or other written agreements that may supersede this Section, the Buyer shall be responsible for all transportation expenses from TAPETECH’s plant or other loading point, such expenses shall be included on the applicable invoice for Products. Delivery of the Products to a carrier at TAPETECH’s plant or other loading point shall constitute delivery to the Buyer; and regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by the Buyer.
Orders with instructions to drop ship directly from TAPETECH to any address different than the address on file for the Buyer will incur a $25.00 Drop Ship Charge per order PLUS any difference between standard ground shipping costs to the customer address on file and the shipping costs to the requested delivery address using the requested shipping method. In cases where the freight charges to the drop ship location are less than what the freight charges would be to the address on file, the lower freight amount will be charged.
TAPETECH reserves the right to make delivery in partial installments, unless otherwise expressly stipulated herein. All such partial installments will be separately delivered and paid for when due, without regard to subsequent deliveries. Any delay in delivery of any partial installment shall not relieve the Buyer of its obligation to accept remaining deliveries.
The Buyer acknowledges that all delivery dates are approximate. In no event shall TAPETECH be liable for any delays in delivery of the Products and/or Services.
The method and route of shipment shall be at the discretion of TAPETECH unless the Buyer shall specify otherwise; any such additional expense of the method or route of shipment specified by the Buyer shall also be borne entirely by the Buyer.
TAPETECH reserves the right to offer special programs from time to time that temporarily supersede this Section.
7. INSPECTION UPON RECEIPT AND RETURNS.
The Buyer must examine the Products when they are received by the Buyer. The Buyer shall make any and all claims for shortages, defects or other errors in delivery in writing to TAPETECH within seven (7) days of receipt of shipment. Failure to give such notice shall constitute unqualified acceptance of all shipments made prior to TAPETECH’s receipt of the Buyer’s notice of such claims, and shall constitute a waiver of all such claims by the Buyer. Any and all claims for loss or damage to the Products in transit should be made directly to the carrier and not to TAPETECH.
To make any return of the Products to TAPETECH, the Buyer must obtain a return merchandise authorization number by contacting TAPETECH, at (678) 892-2321 or [email protected] or such other emails directed by TAPETECH, prior to returning any Products to TAPETECH. All authorized returns must be in the original packaging and in fully resalable condition. The Buyer shall pay all costs and expenses related to, and bear the risk of loss and damage for, shipping of returned Products to TAPETECH. Notwithstanding a decision by TAPETECH that the product to be returned is defective in some way, TAPETECH’s restocking fee of 15% shall apply to all returns. The restocking fee is waived if the BUYER provides an offsetting Purchase Order with a minimum value of 1.5 times the value of the return. Discontinued tools and parts cannot be returned for credit under any circumstances. Any returns made on a cash on delivery basis or without a return merchandise authorization number may be refused by TAPETECH, in its sole discretion.
8. TITLE.
Notwithstanding the passing of the risk of loss and damage from TAPETECH to the Buyer as described herein, TAPETECH shall retain title to the Products until it has received payment in full of all such amounts owed by the Buyer to TAPETECH due in connection with the Products delivered hereunder or any other account.
9. LIMITED WARRANTY.
Upon online registration of the tool by the original tool owner (the end user) within fourteen (14) days of purchase, TAPETECH warrants that all TAPETECH tools will be free from defects in material or workmanship for a period of five (5) years from date of purchase. Tools not registered within fourteen (14) days are warranted for one (1) year. Bazooka Continuous Flow tools (Automatic taper, finishing boxes and handles) are warranted for one (1) year.
TAPETECH’S SOLE OBLIGATION under this Warranty and, to the extent permitted by law, any warranty or condition implied by law shall be the repair or replacement of parts, without charge, which are defective in material or workmanship. At the TAPETECH’S sole discretion, a replacement tool may be supplied if original tool is found to be unrepairable, in which case, the original warranty term will remain in effect for the replacement tool.
The limited warranty does not cover the following wear parts; taper cables and pyramid blades, finishing box blades, skids, clips and rubber wheels, corner finisher blades, skids and clips, any and all rubber seals, gaskets, needles, O-rings, nyliner bearings, springs and screens. This warranty is void if the tool has been damaged by accident, in shipment, misuse, neglect, improper service, installation of non-TAPETECH parts, unauthorized modifications or repaired by persons other than TAPETECH Authorized Service Centers.
To make a claim under this warranty, the tool must be submitted using the TAPETECH ProService program or delivered to an Authorized Warranty Repair Center.
TOOL OWNER’S RESPONSIBILITY under this Warranty begins on the date of purchase by the Tool Owner. Warranty is not transferable. Tool Owner should keep the dated bill of sale as evidence of the purchase date. Tool Owner may be required to present this bill of sale to the service center to obtain warranty repair. For warranty service information or a complete list of Warranty Repair Centers contact our Customer Service Department or website for assistance:
TapeTech Customer Service Department
Within the US: 1-844-TT-TOOLS
Outside the US: +1-678-892-2321
Website: www.tapetech.com/warranty-service
IN NO EVENT SHALL TAPETECH TOOL COMPANY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGE, DELAY IN RENDERING OF SERVICE, OR LOSS OF USE DURING THE PERIOD IN WHICH THE TOOL IS AT THE REPAIR CENTER OR OTHERWISE AWAITING REPAIR OR PARTS. This warranty gives you special legal rights and you may also have other rights, which vary from state to state. Some states do not allow exclusion or limitations of incidental or consequential damages or limitations on how long any implied warranty may last, so the above exclusions and limitations may not apply to you.
10. LIMITATION OF LIABILITY.
EXCEPT FOR THE LIMITED WARRANTY OBLIGATIONS SET FORTH HEREIN, THE BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT TAPETECH AND ITS SUPPLIERS SHALL NOT BE LIABLE TO THE BUYER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF TAPETECH OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH LIABILITY IS BASED UPON CONTRACT, TORT, NEGLIGENCE OR OTHER LEGAL THEORY. EXCEPT FOR THE LIMITED WARRANTY OBLIGATIONS SET FORTH HEREIN, THE BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT TAPETECH’S AND ITS SUPPLIERS’ CUMULATIVE LIABILITY TO THE BUYER OR ANY THIRD PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID TO TAPETECH UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PRIOR TO ANY CLAIM.
11. INTELLECTUAL PROPERTY.
The Buyer acknowledges that TAPETECH retain all right, title and interest in and to any and all copyrights, trademarks, patents, trade secrets and other intellectual property and proprietary rights related to the Products and the Services (collectively, the “Product Technology”). The Buyer agrees that it has no right, title or interest in or to the Product Technology or any copies thereof. The Buyer may not remove or obscure any copyright notice, trademark notice or other notices contained within the Product Technology. TAPETECH’s name and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of AXIA ACQUISITION CORPORATION and may not be used or modified in any manner without the prior written consent of TAPETECH. This includes use of the TapeTech name as part of internet URL’s and domain names and the use of any of the Marks to promote the sale of non-TapeTech Products. The Buyer may, however, use the name TAPETECH in conjunction with Buyer’s advertising of the Products in accordance with the then current TAPETECH Style Guide. The Buyer may also identify his business as an “Authorized TapeTech Dealer”. Buyer’s right to use the Marks is derived solely from this Agreement, is nonexclusive, and is limited to the conduct of Buyer’s duties pursuant to, and in compliance with, this Agreement. TAPETECH has the right to limit or modify Buyer’s use of the Marks from time to time by notifying Buyer in writing. Any unauthorized use of the Marks by Buyer will be a breach of these Terms & Conditions and an infringement of the rights of TAPETECH in and to the Marks. If TAPETECH deems it necessary for Buyer to modify or discontinue use of any of the Marks, and/or use one or more additional or substitute trade names, trademarks, service marks or other commercial symbols, Buyer shall comply with TAPETECH’S directions within a reasonable time after notice to Buyer by TAPETECH at Buyer’s cost and expense. Buyer agrees to refrain from business practices that in any way damage the TAPETECH or AMES brand name and equity. Any other use of the Product Technology other than as expressly set forth herein without TAPETECH’s prior written consent, which may be withheld at TAPETECH’s sole and absolute discretion, is strictly prohibited and all implied licenses are disclaimed.
12. REPRESENTATIONS.
The Buyer represents and warrants to TAPETECH that: (i) that Buyer has the full right, power and authority to enter into this Agreement; (ii) the performance by the Buyer of its obligations and duties hereunder, do not and will not violate any agreement to which the Buyer is a party or by which the Buyer is otherwise bound; and (iii) the Buyer’s use of the Product Technology complies in all respects with all applicable laws, statutes, regulations, ordinances and other rules.
13. EXPORT RESTRICTIONS.
This Agreement is expressly made subject to any applicable laws, regulations, orders, or other restrictions on the export of the technology or information about the Product Technology which may be imposed from time to time. The Buyer shall not export the Product Technology, information about the Product Technology or any product containing the Product Technology without complying with such laws, regulations, orders, or other restrictions. The Buyer agrees to indemnify and hold harmless TAPETECH against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent such claims arise out of any breach of this Section.
14. ACCOUNT IN GOOD STANDING.
All transactions between the parties, including but not limited to buying and selling of the Products, Pricing Levels, eligibility for Rebate, Co-op Advertising support, Special Programs and Promotions are based on the Buyer’s account being in Good Standing at all times. This includes compliance with Payment Terms, Minimum Advertised Price (MAP) Policy, Intellectual Property policies and any other Terms or Policies that may be in effect at the time of the transaction. Failure of the Buyer to comply with any of these terms, conditions or policies may result in immediate change of payment terms, change of Pricing Level and ineligibility for Rebate, Co-op Advertising support, Special Programs and Promotions.
15. GOVERNING LAW.
THE PARTIES AGREE THAT THIS AGREEMENT AND THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS. THE PARTIES AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT. THE PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND/OR STATE COURTS IN THE STATE OF GEORGIA FOR THE RESOLUTION OF ANY DISPUTES AMONGST THE PARTIES UNDER THIS AGREEMENT.
16. GENERAL INFORMATION.
This Agreement constitutes the entire agreement between the Buyer and TAPETECH with respect to the subject matter herein, superseding any prior agreements between the Buyer and TAPETECH. The Buyer further acknowledges and agrees that the Buyer may not assign any part of this Agreement without TAPETECH’s prior written consent, which may be withheld at its sole discretion. This Agreement shall inure to the benefit of each party’s successors and assigns. TAPETECH shall not be deemed to be in breach of the Agreement and thereby liable to the Buyer or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, strikes, war, riot, government regulation, delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities or any other act or cause beyond the reasonable control of TAPETECH. The failure of TAPETECH to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.
17. CONTACTING TAPETECH.
If the Buyer has any questions about this Agreement, or any question or problem regarding the Products, the Services and/or the Product Technology, the Buyer can contact TAPETECH by mail at TAPETECH TOOLS, 1380 Beverage Drive, Suite W, Stone Mountain, GA 30083, USA, by telephone at (844) TT-TOOLS or by e-mail at [email protected].
Updated February 16, 2017