Conditions of Use

Toolstream, Inc. TERMS AND CONDITIONS.

CONTENTS

1. INFORMATION ABOUT US

2. SERVICE AVAILABILITY

3. YOUR STATUS

4. AUTHORIZED RESELLERS

5. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

6. OUR STATUS

7. INTELLECTUAL PROPERTY RIGHTS

8. CANCELLATION OF CONTRACT

9. AVAILABILITY, DELIVERY AND DELAYS IN DELIVERY

10. SECURITY INTEREST

11. PRICE AND PAYMENT

12. OUR REFUNDS POLICY

13. INSPECTION AND RETURNS

14. REMOVED

15. COMPLIANCE WITH LAWS AND REGULATIONS

16. WRITTEN COMMUNICATIONS

17. NOTICES

18. TRANSFER OF RIGHTS AND OBLIGATIONS

19. EVENTS OUTSIDE OUR CONTROL

20. WAIVER

21. SEVERABILITY

22. ENTIRE AGREEMENT

23. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

24. LAW AND JURISDICTION

25. THIRD PARTIES

 

 

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products (products) listed on our website www.toolstream.com (our site) and our catalogs to you. Please read these terms and conditions carefully before ordering any p roducts from our site or catalog. You should understand that by ordering any of our products, you agree to be bound by these terms and conditions.

 

In these terms and conditions the following words shall have the following meanings:

 

‘Authorized Resellers’: any company, person, firm or entity to whom Toolstream, Inc. has agreed to supply products for the purpose of onward sale to other companies and/or consumers in accordance with the terms of this agreement.

 

‘Catalog’: the most recent edition of the Toolstream, Inc. catalog containing details of our products and published list of prices.

 

'Intellectual Property Rights': All intellectual property rights of any kind existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same and all intellectual property rights of, ownerships to and interests in all goods, copyright, database rights, design rights, patents, trademarks, service marks, trade names, logos, distinctive marks, designs, other rights in goodwill, rights in know-how, trade secrets and other confidential information and materials created and/or made available by us hereunder or within any order you place with Us.

 

‘Products’: any product for sale by Toolstream, Inc. contained on this website or in our catalog.

 

‘You’: any company, person, firm or entity purchasing products on the Toolstream, Inc. website.

 

‘We’ ‘Us’ ‘Our’: Toolstream.Ltd

 

You should print a copy of these terms and conditions for future reference.

 

Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any products from our site.

 

1. INFORMATION ABOUT US

1.1 www.toolstream.com is a site operated by Toolstream, Inc. in the United States (we). We are registered in the State of Delaware under number 5517965 and are located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808.

 

2. SERVICE AVAILABILITY

2.1 Our site is only intended for use by people resident in countries within the United States. We do not accept orders from individuals outside those countries.

 

3. YOUR STATUS

3.1 By placing an order through our site, you warrant that:

(a) You are a retailer in the business of selling products to consumers and other end users and that you are not an end user of the products;

(b) You are legally capable of entering into binding contracts and have sought all necessary approvals;

(c) You are competent in the use and maintenance of our products and shall follow all manufacturer instructions and generally accepted health and safety procedures for their use.

 

4. AUTHORIZED RESELLERS

4.1 Only authorized resellers are permitted to sell any goods purchased to members of the public or other companies, such as wholesalers, and in so doing the following shall apply. You must:

(a) Indemnify us against all losses, direct and indirect, which arise as a result of you providing warranties that are over and above those contained in the Toolstream, Inc. Terms and Conditions of Business;

(b) Subject to clause 4.2, not hold yourself out to be connected with Toolstream, Inc.;

(c) Not remove any trademark, trading name, logo or any other marking associating the products with Toolstream, Inc. and the brands it distributes;

(d) Not do anything which is damaging to the reputation, goodwill or business of Toolstream, Inc. and the brands it distributes;

(e) Adhere to all statutory and regulatory requirements in respect of the sale of products to members of the public or other companies, such as wholesalers;

(f) Accept and pay your customers a refund where products are faulty, and do so within a period of 30 days. If such a refund is not honored by you, Toolstream, Inc. reserves the right to honor the refund and redeem a rebate against you;

(g) Conduct your business in a manner which reflects favorably at all times on Toolstream, Inc. and the good name, goodwill and reputation of Toolstream, Inc. and not enter into any contract or engage in any practice detrimental to the interests of Toolstream, Inc. or Our products; and

(h) Bring to the attention of Toolstream, Inc. any information that would be useful to us, or better assist us in the sale or marketing of our products.

 

4.2 Only authorized resellers may make reference to the fact that they are entitled to stock and sell the branded products exclusively distributed by Toolstream, Inc. but otherwise they may not hold themselves out to be connected with Toolstream, Inc. and the brands it distributes exclusively.

 

5. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

5.1 The quotations or tenders are noncommittal and non-binding in nature. The weights, dimensions, capacities, performance ratings, characteristics and other data on our catalogs, prospectus, circulars, advertisements, price lists and instructions sheets are mentioned only as general information. They are only approximate and shall not bind us.

5.2 No contract shall arise until we send a written acknowledgment from us accepting your order to you. Because no contract is formed until we acknowledge your order, these terms and conditions shall supersede any and all of your terms and conditions. We will be entitled to adjust agreed prices on the basis of the average change in the cost price of the goods or services to be delivered and/or activities to be performed by us. The adjustment of agreed prices and rates will apply as of the beginning of the first month after you have been notified in writing of the adjustment.

5.3 After placing an order with Toolstream, Inc. this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the product has been dispatched (the Dispatch Confirmation) where you have provided us with an email address. The contract between us (Contract) will only be formed when we send you the Dispatch Confirmation. Receipt by you of the Dispatch Confirmation without prompt written objection thereto shall constitute acceptance by you of these terms and conditions.

5.4 The Contract will relate only to those products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other products which may have been part of your order until the dispatch of such products has been confirmed in a separate Dispatch Confirmation.

 

6. OUR STATUS

6.1 Nothing in these terms is intended to or shall operate to create a partnership, agency or joint venture between the parties. Each party hereby acknowledges and agrees that they enter into this contract on their own terms and accordingly are independent and unconnected parties.

6.2

6.3 We may provide links on our site to the websites of other companies, whether affiliated with us or not.

We cannot give any undertaking, that products you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are disclaimed by us absolutely. This disclaimer does not affect your statutory rights against the third party seller. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller.

 

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All intellectual property rights in and to the products belong, and shall belong, to us and/or our licensors.

7.2 You shall not do or authorize any third party to do any act which would or might invalidate or be inconsistent with any of our intellectual property rights and shall not omit or authorize any third party to omit to do any act which, by its omission, would have that effect or character.

7.3 We make no representation or warranty as to the validity or enforceability of the intellectual property rights in the products and the trademarks nor as to whether the same infringe on any intellectual property rights of third parties.

7.4 You shall not modify, adapt, develop, reverse engineer, decompile, or disassemble the products except and only to the extent that it is expressly permitted by applicable law.

7.5 You shall not:

(a) Use any of the trademarks in any way which might prejudice their distinctiveness or validity or the goodwill of Toolstream, Inc. and the brands it distributes;

(b) Use in relation to the products any trademarks other than the trademarks permitted by us and affixed to the products without obtaining our prior written consent; or

(c) Use any trademarks or trade names so resembling any trademark or trade names of Toolstream, Inc. and the brands it distributes as to be likely to cause confusion or deception.

(d) Remove or alter indications concerning intellectual property rights and concerning the confidential nature of information from goods, services, programs, works, distinctive marks, inventions, designs, models and other materials created and/or made available by us and goods delivered.

7.6 Other than the right to sell expressly granted under this agreement, neither party grants any license of, right in or makes any reproduction, transfer, assignment or use of any of its intellectual property rights. In particular, except as expressly provided in this agreement, you shall have no rights in respect of any trade names or trademarks used by us in relation to the products or their associated goodwill, and you hereby acknowledge that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in, Toolstream, Inc.

7.7 At our request, you shall do or procure to be done all such further acts and things (including the execution of documents) as we shall reasonably require to give us the full benefit of this agreement.

7.8 You shall promptly give notice in writing to us in the event that you becomes aware of:

(a) Any infringement or suspected infringement of our trademarks or any other intellectual property rights in or relating to the products; and

(b) Any claim that any product or the manufacture, use, sale or other disposal of any product, whether or not under the trademarks, infringes the rights of any third party.

7.9 In the case of any matter falling within clause 7.8(a):

(a) We shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter;

(b) We shall have sole control over and shall conduct any consequent action as it shall deem necessary; and

(c) We shall pay all costs in connection with that action and shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action.

7.9 We will indemnify you against claims of third parties based on the allegation that by using the product, you have infringed the intellectual property rights of such third parties, provided that we are promptly notified in writing and given authority, information and assistance with defense of the claim(s). We, at our option, shall (1) procure your right to continue to use the product, (2) modify the product so that it becomes non-infringing, (3) replace the product with non-infringing equipment, or (4) remove the product and refund the purchase price. The foregoing shall not be construed to include any agreement by us to accept any liability whatsoever with respect to your own or third party equipment, documents or materials used in combination with or related to the product. The foregoing states our entire liability with regard to intellectual property infringement.

 

8. CANCELLATION OF CONTRACT

8.1

(a) You may cancel a Contract at any time within three working days, beginning on the day after you received the products, by returning the products to us in the samecondition in which you received them. In this case, you will receive a full refund of the price paid for the products in accordance with our refunds policy (set out in paragraph 12 below).

(b) To cancel a Contract, you must inform us in writing and return the product(s) to us within three working days, in the same condition in which you received them, and at your own cost and risk.

8.2

(a) We may cancel any contract if you are in default of the payment of any obligations pursuant to or any contract between us, or if in our sole judgment, your financial condition and responsibility have become materially impaired. In addition, we shall have the right to recover damages for nonperformance, and any unpaid installments due on account of this or any other contract between us shall become immediately due and payable. If you - validly - cancel the contract, you will be obliged to compensate us for any costs we incurred in connection with making the offer and entering into the contract and the damage and/or loss arising from the cancellation.

(b) We will be entitled to terminate the contract unilaterally with immediate effect, fully or in part and/or to suspend performance of our obligations under the contract with immediate effect if:

b1. You have failed to fulfill one or more of your obligations under this or any other contract or sales terms;

b2. You have suspended payments or have sought the protection of the Bankruptcy Courts;

b3. A petition for your involuntary bankruptcy has been filed;

b4. Your property on our premises has been attached in execution;

b5. A resolution for your dissolution and/or winding up has been adopted;

b6. Your enterprise operated has been fully or partly transferred to a third party without our consent.

(c) We will never be liable with respect to you for any damages arising from termination of the contract or from the suspension of obligations under the contract for the aforementioned reasons.

(d) If the contract is terminated, performance of the contract you already received and your payment obligations in connection with it will remain. The amounts we invoiced for performance prior to or upon termination of the contract will be immediately due and payable after termination. You agree to pay any of our costs, damages, attorneys’ fees and other expenses associated with our termination of any contract with you pursuant to the terms of this section.

 

9. AVAILABILITY, DELIVERY AND DELAYS IN DELIVERY

9.1 Unless otherwise specified by the parties in writing, the products are to be delivered “ex works”, at our place of business (as “ex-works”/ EXW is defined by Incoterms 2000). The method and agency of transportation and routing will be designation by Us. In the event you request alternative shipment or routing, extra packing, shipping and transportation charges resulting thereby will be for your account we are not responsible for any damage in shipment.

9.2 We aim to fulfill your order (provided the order is taken before 3pm, or 5pm online) in accordance with the delivery times stated for Zones [reference to be added] in the most recent edition of our catalog or on our website https://www.toolstream.com/.

Zones  [reference to be added] is defined as set out in the most recent edition of our catalog or on our Website https://www.toolstream.com/

9.3

(a) Specific shipping date designated under section 9.2 of these terms and conditions and any other specific shipping date designated in writing we signed shall be interpreted as estimated and in no event shall dates be construed as falling within the meaning of “time is of the essence”. We shall not be responsible for any delays in filling orders, nor shall it be liable for any loss or damages resulting from such delays.  If a specific shipping date is specified in the order or later agreed to by Us, then we shall not be liable for any delays in filling such order caused by delays resulting from any and all conditions beyond our control, including but not limited to, (a) accidents to or malfunctions of our or our subcontractors’ or suppliers’ machinery; (b) differences with employees, strikes, or labor shortage; (c) fire, floods, hurricanes or other natural disaster;  (d) supplier or subcontractor delays, including any quantity or quality defects; (e) delays caused by an instrumentality of the United States Government or any government or any agency; (f) delays in transportation; (g) restriction imposed by any governmental regulation, whether valid or invalid; or other cause beyond our control, or any condition without our sole fault or negligence. 

(b) Under no circumstances shall you or your customer be entitled to any damages for our failure to ship on time, and you agree to indemnify, defend and hold us harmless against any costs and expenses related to any claims for lost profits or other consequential damages based on our failure to deliver timely.

(c) If you do not accept or pick up the goods at the date specified in the order or later agreed to by Us, the delivery of the goods shall nevertheless be deemed accepted by you who shall therefore pay for the goods delivered.  The storage of the goods that we arrange will be at your risk and expense. We shall further be entitled, in addition to any other remedy for your failure to take the products, to recover any expenses properly incurred in performing the contract and not covered by payments received for the goods delivered.

 

10. SECURITY INTEREST

10.1 In order to protect and secure payment of all debts due and owing from you and until we have been paid in full, you hereby grant to us a security interest in the products, and all proceeds and all accounts receivables resulting from the sale of the products.  In connection therewith, you hereby authorize us to take all necessary steps to file such financing statements and exhibits with the proper authorities, including the filing of a UCC-1 financing statement. 

10.2 Until you have paid for the products in full, you shall not pledge, mortgage, encumber, or create or suffer to exist a security interest in the products in favor of any person other than us unless written approval of such other security interest is given by Us. Additionally, you agree to keep the products insured to their full value until we receive payment. In the event you sell the goods to a third party before we receive payment in full, you agree to secure your security interest in the goods at the time of sale to your customer in order to protect our interests to the greatest extent possible.

 

11. PRICE AND PAYMENT

11.1 The price of any products will be as quoted on our site or in our catalog from time to time, except in cases of obvious error.

11.2

(a) The prices also exclude any present or future Federal, State or Local property, sales, use, excise, license, gross receipts or other taxes or assessments which may be applicable to, imposed upon or result from this transaction or any services performed in connection with these Terms and/or the products.

(b) You agree to pay any such taxes or reimburse our payment of such taxes. In the event payment is not received when due, interest shall be due at the rate of one and one half percent (1.1/2%), or the maximum permitted by law, on the unpaid portion of the invoice sum for each period of thirty (30) days or part thereof from the due date.  we have the right to refuse to deliver goods or services if your are past due on any of your debts to Us.  Furthermore, we shall have the right to retake all goods immediately unless other written arrangements have been made concerning payment only if you are past due. You agree to make all goods available, shipping ready, for Us, within five (5) days of receiving notice from us of our intention to retake the goods.

(c) You shall pay all of our costs of collection of any amounts past due, including, but not limited to attorneys' fees, court costs, witness fees, travel and lodging, etc.

We will be entitled to apply payments you made first to pay those claims we deems appropriate, including interest, late charges, costs of collection, etc.

(d) You, or your affiliates or assignees, will not be entitled to suspend your payment obligations to Us, claim any right to compensation and/or to offset your payment obligations with any of our obligations to you, with such obligations being those set forth in these Terms or other purchase contract between parties. You will not be entitled to dissolve the contract with us if you are in default.

(e) If you do not fulfill your payment obligations to us completely or within the applicable payment period, we will be entitled to suspend our obligations to you completely and/or not to perform them.

11.3 Cost of delivery to the different zones is as set out in the most recent edition of our catalog and Website https://www.toolstream.com/ although the costs as set out are not binding.

11.4 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.

11.5 Our site contains a large number of products and it is always possible that, despite our best efforts, some of the products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a product's correct price is less than our stated price, we will charge the lower amount when dispatching the product to you. If a product’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the product, or reject your order and notify you of such rejection.

11.6 We are under no obligation to provide the product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakable and could have reasonably been recognized by you as mistaken pricing.

11.7 Unless otherwise stated, payment must be through the opening of an account with Toolstream, Inc. Payments must be received by us within thirty (30) days of the date of issuance of our invoice. we accept account payments by check, MasterCard, Visa, and AMEX. We will charge your card at the time you place your order, unless the order is placed after 3pm, or 5pm on the Website in which case your card may be charged the following day. In the event we feel insecure concerning your payment, we reserve the right to require cash or letter of credit payment terms. All check payments should be mailed to – 380 Crompton St, Charlotte, NC 28273.


11.8 In addition to the cancellation privileges designated under Section 8.2 of these terms and conditions, we reserve the discretionary right to terminate a customer account in the case of:

(a) A failure to make a payment; or

(b) Repeated unreliability in making payments; or

(c) Us having reasonable grounds to have concern about a customer’s credit

worthiness; or

(d) A customer has breached a term of these conditions; or

(e) _Where we feel it is appropriate.

 

12. OUR REFUNDS POLICY

12.1 When you return a product to us (for instance, because you have canceled the Contract between us, or you claim that the product is defective), we will, in the case of a defect, examine the returned product, in accordance with our repair policy (see paragraph 13.4 below. Where appropriate we will notify you of your refund via e-mail, telephone, fax or in writing within a reasonable period of time. We will usually refund any money received from you using the same method originally used by you to pay for your purchase. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we received your cancellation or the day we confirmed to you via e-mail that you were entitled to a refund for delivery of the defective product.

12.2 Products returned by you within a three day period (see paragraph 8.1 above) will be refunded in full, including the cost of sending the item to you. However, you will be responsible for the cost of returning the item to us.

12.3 Products returned by you must be in the same condition in which you received them, with packaging intact, thereby making the product resalable.

 

13. INSPECTION AND RETURNS

Unless we receive a written complaint with full particulars from you regarding any defective goods or services or other complaints within five (5) business days from the date the goods or services are delivered, the goods shall be deemed to have been delivered in good condition and that the delivery is accepted. Acceptance of the returned goods does not imply our acknowledgment of the reason for the return. Goods you return to us will remain at your risk and you will owe the agreed amounts until we have credited you for these goods. The goods you accepted from Us, which you have put fully or partly into use, treated, processed or delivered to others will be considered to conform to the contract.

 

14. LIMITED WARRANTY OF GOODS AND SERVICES; DAMAGES

 

We warrant, for _______ (____) months after delivery, unless indicated to the contrary, that the goods, services and programs covered by this contract are produced according to usual practices, customs, standards, specifications and tolerances of trade prevailing in the country of origin at the time of production and shall be free from defects in design, material, workmanship and shall conform to our specifications.  THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.  ALL OTHER WARRANTIES, AND SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED.  Goods showing only minor defects, not affecting the function of the goods or program shall be accepted by you and shall not give rise to any claim against Us.  All claims of damages of any kind during delivery are barred unless you reported to us in writing with full disclosure of particulars within five (5) days after delivery as defined herein.

 

Where a defect is discovered within ______ (____) months from our delivery, you shall be entitled, at our option, to either credit or replacement of the defective product.  WE SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, DIRECT OR INDIRECT COSTS OR LOSSES UNDER ANY CIRCUMSTANCES TO YOU, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THESE TERMS.  We will not replace where the defect is the result of use or handling in a manner, circumstances, or for purposes other than those that have been approved or instructed by Us.

 

Our maximum liability under any circumstances shall be the price you actually paid to us for the good or service that is proven to be defective.

 

15. COMPLIANCE WITH LAWS AND REGULATIONS

15.1 Without prejudice to that set out in clause 4, you shall be responsible for obtaining any necessary import licenses or permits necessary for the entry of the products or their delivery to you.

You shall be responsible for any and all customs’ duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of the products.

 

16. WRITTEN COMMUNICATIONS

16.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. we will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

This condition does not affect your statutory rights.

 

17. NOTICES

17.1 Any writing or notice required or provided for herein shall be mailed, sent by fax, or otherwise delivered to the appropriate party at its respective address as follows:

 

To Us: to our Offices located at 308 Crompton St, Charlotte, NC 28273, Tel. (980) 297-7200 Email - info.us@toolstream.com

 

            With a copy to:            Mr. Thomas H. Thorelli

                                                Thorelli & Associates

                                                70 West Madison Street, Suite 5750

                                                Chicago, IL 60602 USA

                                                Tel: 312-357-0300

                                                Fax: 312-357-0328

                                                Email:  lawfirm@thorelli.com

 

            To you:  We may give notice to you at either the e-mail or postal address you provide to us when placing an order.

 

Any notice or request shall be deemed to have been given when actually received.

 

Either party may by written notice to the other, change the address to where notices to it shall be delivered.

 

18. TRANSFER OF RIGHTS AND OBLIGATIONS

18.1 The contract between you and us is binding on you and us and on our respective successors and assigns.

18.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

18.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

 

19. EVENTS OUTSIDE OUR CONTROL

19.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event). If we are temporarily unable to perform this any contract with you because of a Force Majeure Event, we will be entitled to suspend performance of the contract for as long as the Force Majeure lasts.  If we are permanently unable to perform any of our obligations to you because of a Force Majeure Event, we will be entitled to cancel the specific order with immediate defect and without any damages whatsoever. You agree to indemnify, defend and hold us harmless against any claims made by third parties based on whole or in part on our inability to perform because of a Force Majeure Event.

19.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

(a) Strikes, lock-outs or other industrial action.

(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

(c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.

(d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

(e) Impossibility of the use of public or private telecommunications networks.

(f) The acts, decrees, legislation, regulations or restrictions of any government.

19.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

 

20. WAIVER

20.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

20.2 A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with paragraph 13 above.

 

21. SEVERABILITY

21.1 If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

 

22. ENTIRE AGREEMENT

22.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

22.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

22.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

 

23. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

23.1 We have the right to revise and amend these terms and conditions from time to time without prior notice.

23.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the products).

 

24. LAW AND JURISDICTION

24.1 These Terms and all transactions between Toolstream, Inc. and you are governed by the laws of the State of Illinois in the United States, without reference to conflict of laws principles. Compliance with any local governmental laws or regulations relating to the location, use or operation of the products, or its use in connection with other equipment, shall be your sole responsibility.

24.2 All sales we enter into, as well as these terms and conditions, shall be governed by the laws of Illinois without resort to conflicts of laws principles. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. In the event of a dispute arising from these terms and conditions, which is not resolved by negotiation between the parties, the parties hereby agree to personal exclusive jurisdiction in Illinois.

 

 

25.1 Any contract between us is not intended to and does not give any person who is not party to it any right to enforce any of its provisions.


  Language

English (United States)

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