Offering and Governing Provisions. Snap-on Business Solutions ("Seller") has contracted with certain manufacturers (each, a "Manufacturer") to provide product to Seller for inclusion in the Seller's Catalog (the "Catalog") and for resale. Seller's offer to sell the product listed in the catalog (the "Product") is subject to the following terms and conditions. This offer is expressly conditioned upon Buyer's assent to these terms and conditions, and Buyer's placement of any order for Product shall constitute Buyer's unconditional acceptance of these terms and conditions. Except as set forth in this Paragraph 1, Seller hereby objects to any additional and/or different terms which may be contained in any of Buyer's forms or other correspondence. No such additional different terms will be of any force or effect. The terms and conditions set forth herein, and any contract for the sale of Product by Seller, shall be governed by and construed in accordance with the laws of the State of Wisconsin, without reference to principles of conflicts of laws.
Prices. Prices of Product shall be the prices published in the-then current Catalog, as amended or supplemented from time to time by Seller. For all payments made directly to Seller, payment terms shall be according to the payment terms then established by Seller. Seller reserves the right to charge interest of up to 1 ½ % per month (but not more than the highest rate permitted by law) on all overdue accounts.
Sales and Similar Taxes. Any Manufacturer's tax, occupation tax, use tax, sales tax, excise tax, duty, custom, inspection and testing fee, or any other tax, fee, interest, or a charge of any nature whatsoever imposed by any governmental authority, on or measured by the sale by Seller to Buyer, shall be paid by Buyer in addition to the prices quoted or invoiced. If Buyer is exempt from any such tax or charge, Buyer shall provide Seller the applicable exemption certificate. If Seller is required to pay any such tax, fee, interest or charge, Buyer promptly shall reimburse Seller therefore.
Errors. Stenographic and/or clerical errors may occur from time to time in the catalog, price schedules, program bulletins and announcements, order paperwork, and other documents developed and distributed by Seller in connection with the marketing of Equipment. All such errors are subject to correction by Seller.
Orders. Orders for Product must be placed either by phone or by using the website supplied to Buyer. All internet orders are subject to these Terms and Conditions as amended or revised from time to time by Seller. At Seller's discretion, Seller may require Buyer to confirm in writing any order placed by phone or fax. Buyer may not alter or withdraw its order except upon payment to Seller of an appropriate cancellation charge or restocking charge.
Delivery. Except as otherwise specified in the Catalog, or except as otherwise agreed by Buyer and Seller in writing, Product shall be sold F.O.B. Manufacture's shipping point, commercial carrier freight prepaid. Seller has the right to select the carrier and mode of transportation. Seller reserves the right to make delivery in installments and all such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Title of Product and risk of loss or damage shall pass to Buyer at the F.O.B. point. In the event of in-transit damage to the Product, Buyer shall accept the shipment and file its claim with the delivering carrier within ten (10) days after receipt of the damaged shipment (with a copy submitted to Seller) within ten (10) days after receipt of shipment. Failure to give any notices required under this Paragraph 6 shall constitute unqualified acceptance and a waiver of all such claims by Buyer.
Pass-Through Warranty. Seller makes no warranty to Buyer regarding the Product (other than a warranty of title) and Seller authorizes no third person or party to assume any warranty obligation or liability on Seller's behalf. The only warranties applicable to the Product are those, if any, extended by the respective Manufacturer. The Manufacturer shall furnish to Buyer any and all applicable warranty documents. Seller hereby assigns to Buyer, without recourse, any applicable warranties extended to Seller. Such assignment shall constitute Seller's sole obligation and Buyer's sole and exclusive remedy from Seller with regard to defective Product.
SELLER SHALL HAVE NO OBLIGATION OR LIABILITY TO BUYER UNDER ANY PROVISION OF THIS AGREEMENT, AND HEREBY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTY RELATED TO THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AGAINST INFRINGEMENT OR ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability. Seller's liability with respect to the Product sold hereunder shall be limited to the obligation to assign the Manufacturer's warranty as provided above, and with respect to other performance of the contract shall be limited to the contract price.
SELLER SHALL NOT BE SUBJECT TO AND HEREBY DISCLAIMS (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCT SOLD BY SELLER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTIGENT DAMAGES WHATSOEVER.
Without limiting the generality of the foregoing, Seller specifically disclaiming any liability for penalties (including administrative penalties), special or punitive damages, damages, damages for lost profits or revenues, costs of any product recall, , facilitates or services, downtime, shutdown, or slowdown costs, or for any other types of economic loss, or claims of Buyer's customers or any third party for any such damages.
Licenses Each License to Tech Authority will have a unique User ID and Password. This UserID may not be shared or sold. It can only be used by the Buyer of the License for the purpose of Buyer’s repair of vehicles. Tech Authority reserves the right to cancel any License if the Buyer is sharing or re-selling their UserID or otherwise using the License contrary to these Terms and Conditions. Data and information presented on the on-line subscription site is for viewing only. No data or information may be copied, reproduced, or re-sold in any way.
Returns Product may be returned only when Buyer obtains Seller's advance written permission. Such requests should be made on a return goods authorization form available from Seller. Returned Product must be new, unused, and in the original carton, must be securely packaged to reach the location designated by Seller without damage, and must be shipped F.O.B. designated location, freight prepaid. Seller will then issue credit to Buyer.
Cancellation No order may be canceled or altered by Buyer except upon Seller's written consent.
Failure or Delay of Performance. All delivery dates are approximate; time is not of the essence as regards delivery of the Product to Buyer. Seller shall not be liable for any damage as a result of any failure to deliver or for any delay in the event and to the extent such failure or delay results from events beyond Seller's reasonable control including but not limited to any of the following: acts of God, acts of Manufacturer, acts of Buyer, fire, flood, war, any transportation or utility shortage or curtailment, governmental regulations, policies, or action, accident, slowdown, riot, or labor strike.
Waivers. Except as otherwise provided herein, no omission or delay by either the Seller or Buyer at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms and conditions herein, shall be a waiver of any such right or remedy to which either party is entitled, nor shall it in any way affect the right of either party to enforce such provision(s) thereafter.
General. When confirmed by Seller, Buyer's order including these Terms and Conditions shall become the entire agreement between Seller and Buyer and a complete allocation of risks between Seller and Buyer relating to Buyer's acquisition of the Product. This agreement supersedes all prior understanding and agreements between the parties relating to the subject matter hereof and may not be supplemented or amended except expressly in writing signed by the party to be charged therewith. Buyer may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of Seller.