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Terms and Conditions
Toolwell Inc. hereafter referred to as "Toolwell" is doing business as BuyHilmanRollers.com
Toolwell reserves the right to change these terms and conditions at any time. By using this web site, you automatically accept the terms and conditions as posted here.
All orders are subject to all of the terms and conditions printed hereof, which include provisions disclaiming and excluding liability for consequential damages, each of which buyer agrees to buy acceptance of his order. Only such terms and conditions shall constitute the agreement between the parties.
The following terms and conditions apply to any order.
Agreement. By ordering or accepting the goods described in any order, buyer agrees to the terms and conditions set forth herein, none of which may be added to, modified, superseded or otherwise altered except by a written instrument signed by a authorized representative of Toolwell and delivered to buyer. Any different or additional terms and buyer's acknowledgement, purchase order or other document of buyer are hereby rejected, notwithstanding any terms and conditions that may be contained in such acknowledgement, purchase order or other document of buyer and notwithstanding Toolwell's act of shipping goods or similar act of Toolwell. If this offer shall be deemed and acceptance of a prior offer by Toolwell, such acceptance is expressly conditioned on Toolwell's written assent to any additional or different terms contained herein. Acceptance of orders, and delivery thereunder, are at all times subject to the approval of Toolwell's financial officer at Charlotte, North Carolina.
Denial of Service: Toolwell reserves the right to deny service to any customer. Such an instance will occur from misuse of the site, obvious misuse of its products, harassment towards customer service representatives, or any other form of abuse or misuse directed towards Toolwell.
Terms of payment. Invoices are issued as of date of shipment covering deliveries from our stocks and are due and payable in lawful money of the United States of America upon the issuance thereof unless otherwise specifically agreed in writing. The acceptance of any order or specification and terms of payment on all sales and orders is subject to approval of Toolwell's credit department, and Toolwell may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or security or upon terms and conditions satisfactory to Toolwell's credit department.
If payment is made via electronic means, all bank charges are to be paid by buyer. The only method in which this term may be superseded is with a Toolwell written quotation, prior to order placement.
All orders are subject to product availability.
Toolwell reserves the right to change the prices at any time. Orders are not binding upon Toolwell until accepted by Toolwell. The customer is responsible for – and will hold Toolwell unaccountable for – applicable sales, use or other taxes in addition to federal, state or local fees or assessments which may apply to any purchase from Toolwell.
Toolwell is not liable for pricing errors. If customer places an order for a product that was incorrectly priced, Toolwell will cancel the customer's order and credit customer for any charges. In the event that Toolwell inadvertently ships an order based on a pricing error, Toolwell will issue a revised invoice to the customer for the correct price and contact the customer to obtain the customer's authorization for the additional charge, or assist the customer with return of the product. If the pricing error results in an overcharge to the customer, TOOLWELL will credit the customer's account for the amount overcharged.
Late penalty. All unpaid items will be charged a 1.5 percent per month late penalty beginning the second month following delivery of shipment, such charges not to exceed the maximum charge permitted by law.
Title. Except on goods sold pursuant to a conditional sales contract, all goods delivered from Toolwell's stock, on any sales resulting from this quotation shall be complete and title shall pass upon payment in full.
Shipping: Toolwell is not responsible for shipments which become lost or damaged in transit, as all items are shipped FOB Origin and become the customer's and the shipping carrier's responsibilities once leaving the warehouse docks. However, in the event of a lost or damaged shipment, please call our toll free number within 10 (ten) business days of a delivery receipt of a damaged shipment or within 10 (ten) business days of the discovery of a lost shipment. Our customer service center will offer to assist the customer in filing a claim and/or taking action with the shipping carrier in order to achieve a satisfying outcome; this may result in the acquirement of a previously "lost" product or the financial reimbursement for the insured amount of the item. Please keep in mind that Toolwell offers assistance but cannot guarantee a satisfying outcome from the shipper.
Delivery times are estimates and vary by product availability, product type, distribution center location, pickup time, holidays and other conditions involved in the logistics of shipping. There is no guarantee regarding shipping times. Toolwell does its best to deliver the products within the specified time but is not responsible for delays in the shipping, no matter what contributing factor arises.
Toolwell is not responsible for delays outside of our immediate control, including delays related to order processing or unexpected increase in demand. Typically only orders paid for by credit card receive credit approval on the same day the order is placed. Orders delayed due to order processing will default to an Estimated Ship Date 30 days from the date credit is processed and the order is released. Estimated Ship Dates are based on any known extended lead times.
Training, Operating Instructions and Use. Toolwell endeavors to provide rigging information in order to help customers buy the best product for his needs, but Toolwell makes no warranty of fitness of equipment for any particular purpose and Toolwell does NOT provide operating instructions or training regarding proper use of the products. Toolwell is not responsible for incorrect or missing technical information or specifications relating to the use of the equipment. Please check with the manufacturer of each product for operating instructions and technical considerations. By purchasing from Toolwell, the customer acknowledges that he has not receiving any training or operating instructions from this website.
Lifting and moving (referred to herein as "rigging") of heavy loads requires adequate knowledge, experience and training. By purchasing equipment from Toolwell, customer agrees that said equipment will be operated by a professional who has the experience, technical knowledge and skills that are necessary to use the equipment safely and correctly. By purchasing from Toolwell, customer understands that products are not intended to be used by inexperienced operators.
Once the purchased products leave their point of origin, they are no longer under Toolwell's control. By purchasing from Toolwell, customer understands that Toolwell is not liable for any accident or act which occurs with or in relation to the shipped and/or delivered products.
Vendor License & Association Standards Agreements: The customer agrees to abide by all the license requirements, provisions and/or standards imposed by the manufacturer and appropriate ISO mandates or rigging associations.
Reseller Pricing Policy. Standardized retail prices are published on price lists and on each price quote provided by Toolwell. A pricing policy is in effect whereby no dealer or reseller may offer the products for sale below advertised retail prices and dealers and resellers may not discount the products to below advertised retail prices. A $5,000.- penalty applies for violations. The only method in which this term may be superseded is with a Toolwell written quotation, prior to order placement, specifically authorizing a reseller to sell the products below standardized retail prices.
Buyer's duty to inspect. Buyer must immediately inspect all materials for shortages, conformity with order and defects. If goods appear not to conform to the contract between the buyer and Toolwell, buyer shall discontinue their use and immediately notify Toolwell of such condition and afford Toolwell a reasonable opportunity to inspect the same. Claims for shortage or deductions for erroneous charges must be presented within fifteen (15) days after receipt of the goods or they will not be allowed. No material will be taken back and credited or replaced unless arrangements for return have been made with Toolwell. Toolwell may, as its option, replace those products proven defective or allow credit for an amount not exceeding the sum of the original purchase price thereof.
Disclaimer of warranties. Toolwell warrants only that the goods are as described therein, but no other express warranty is made. If any model or sample was shown to buyer in person or on Toolwell's websites, such model or sample was used merely to illustrate the general type and quality of goods and not to represent that the goods would necessarily conform to the model or sample.
The goods sold under this agreement are purchased by buyer "as is" and "with all faults" and Toolwell makes no warranty of merchantability or fitness for any particular purpose.
Manufacturer's Warranties: Toolwell does not offer any warranties for any products, but will offer assistance in obtaining a warranty from the original manufacturer. In the event of a faulty or damaged product, please contact customer service within 10 (ten) business days of receiving the product(s) in order to facilitate an exchange, repair or replacement via the manufacturer's warranty (if available). (For orders damaged during shipment, please see above paragraph regarding shipping). Most warranties are void if product is taken out of original packaging and used, so please inspect the purchases thoroughly before use and before throwing away the original packaging. Toolwell offers assistance in obtaining warranty coverage and cannot guarantee a warranty for any product through any manufacturer.
Return Policy. Toolwell does NOT accept any merchandise returns as such items may no longer be new and unused and any applicable function test and load proof test may be void. (For information about returning a defective product, please view the Warranty paragraph above.)
Under special circumstances (such as when products are still in transit and can be rerouted before arriving at the customer) Toolwell may, at its own discretion, allow an exception and the merchandise is accepted for return under the following conditions:
A Return Merchandise Authorization (RMA) form secured from Toolwell's sales department must accompany all shipments to be restocked or returned. No return will be accepted without prior written authorization.
A restocking fee of 25% is assessed for returned merchandise. This restocking fee is to be calculated from the amount on the original invoice.
Credit may be issued for restocks in the form of a merchandise credit to be applied towards future purchase of any Toolwell product or in the form of a refund.
Shipping charges on the original invoice are non-refundable. Buyer is also responsible for return shipping charges. On all returns, freight must be prepaid (FOB destination) to Toolwell's warehouse. Toolwell reserves the right to refuse collect shipments. Any shipping charges incurred are deducted from the original invoice amount before any refund or credit is issued.
Only new and unused products with unopened packaging can be accepted for restock. If a customer returns a product that is no longer new, is used, and or the packaging has been opened, the customer is responsible for the amount of the original invoice plus an administrative fee of 15% of the original invoice amount plus all shipping charges to return the merchandise back to customer.
No liability for consequential damages. Under no circumstances shall Toolwell be liable to buyer or any other person for any special, incidental or consequential damages, including, without limitation, damages based upon lost good will, lost sales or profits, work stoppage, delay, product failure, impairment of goods or otherwise and whether arising out of breach of warranty, breach of contract, negligence or otherwise, and in any case, Toolwell's liability for any and all losses and damages sustained by buyer and others, arising out of or by reason of this contract shall not exceed the original purchase price of the products upon which liability is founded.
Toolwell is NOT responsible for ANY loss, liability, injury or damage which results from use of the products sold on its websites. The term "use" refers to any and all operation of the products, from misuse and abuse of the purchased tools to operation of faulty or defective products to proper use which results in a mistake or accident. By purchasing from Toolwell, customer purchases and uses these products at his own risk.
Data Accuracy. Toolwell provides technical information, specifications and item description with each product. Toolwell is not responsible for any errors or omissions in the text, data, quotes, invoices, graphics or any other form of communication, provided verbally or written. Toolwell does not guarantee data accuracy on its website or documents and disclaims all liability. We reserve the right to make technical modifications which serve to improve function and quality. If customer places an order for a product that was listed with incorrect product specification, we will cancel the customer's order and credit the customer for any charges. In the event that we inadvertently ship an order based on a product specification error, we will assist the customer with the return of the product.
Once the customer receives the product, it is the customer's responsibility to inspect the product in its original packaging and verify that the product meets the specifications as ordered. The customer must not use the product without first verifying that it is the appropriate product for the application in which it will be used. In the event that the customer receives the incorrect product, the customer must contact customer service to obtain assistance with the return/exchange of the product. See above "Buyer's duty to inspect".
Force Majeure. Failure of Toolwell to deliver hereunder, or delay in making shipments, if occasioned by fire, explosion, flood, earthquake, war, riots, insurrection, civil disturbance, accident, storm, interruption or delay in transportation, shortage, strike or other labor dispute, inability to obtain materials and supplies, acts of government, any act of god, or any other causes of like, or different character beyond Toolwell's control, shall not subject Toolwell to any liability to buyer.
Enforcement of terms: No waiver. Any forbearance or failure of Toolwell to enforce any provisions of these terms and conditions or to exercise any right arising from any default of buyer hereunder shall not affect or impair Toolwell's rights, and no such forbearance or failure shall be construed as a waiver of Toolwell's rights to act or to enforce each and every such provision.
Default. If buyer fails to fulfill the terms of payment on any order, Toolwell may defer further shipments until such payments are made, or may at its option, cancel the order. Toolwell reserves the right, even after partial shipment on account of any order, to require from buyer satisfactory security for performance of buyer's obligation, and refusal to furnish such security will entitle Toolwell to suspend shipments until such security is furnished, and, a Toolwell's option to cancel the order.
Conflict with applicable law: Severability. No term or condition herein shall be effective or binding to the extent that it may be illegal or require an illegal action. If any provision of these terms and conditions shall be judged by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such adjudication shall not affect or modify any other provision of these terms and conditions and the effect thereof shall be confined to the provision as to which such adjudication is made.
Modification. No agreement or understanding in any way modifying the conditions of this order shall be binding upon Toolwell unless made in writing and approved by Toolwell. Extras will be paid for only on the prior written order of Toolwell.
Entire agreement. This order, together with any attached specifications and drawings, constitute the entire final written agreement between the parties and is a complete and exclusive statement of all of the terms of such agreement.
Interpretation. This order shall be construed according to the laws of the state of North Carolina, USA. The application of the United Nations Convention on contracts for the international sale of goods (1980) is excluded.
Indemnification. To the fullest extent permitted by law, buyer shall save and hold Toolwell, its directors, officers, employees, agents and representatives harmless from and indemnify, defend, and protect such parties against all liabilities, loss, claims, demands, damage (including damage to property or bodily injury) and expense (including reasonable attorney fees) arising out of or in any way resulting from buyer's performance or non-performance hereunder, including any defect or nonconformity with buyer's warranty of the goods and services delivered hereunder, any act or omission of buyer, its agents, employees or subcontractors. Any act or omission of any carrier selected and employed by buyer to deliver goods ordered hereunder to Toolwell. Any failure by buyer, its agents, employees, carriers, or subcontractors to comply with the terms hereof, any infringement or claim of infringement of any patent, unpatented invention, copyright, design process, trademark, trade name, brand, slogan, unfair competition, or other adverse rights, or any litigation based on or arising out of the forgoing. This acknowledgement will serve as the buyer's written order if one is not provided.
Copyright & Trademark info: All text, images, graphics, user interfaces, videos, photographs, trademarks, logos provided by Toolwell and content on Toolwell's websites (referred to here as"Content"), including but not limited to the design, selection, arrangement, and coordination of such Content on the Site is owned or licensed by or to Toolwell. It is protected by copyright, trade dress, trademark laws, and various other intellectual property rights laws. Unless permitted in writing, no part of the site and no Content may be reproduced, retransmitted, sold, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose without Toolwell's prior express written consent. The customer is not granted any rights or license to patents, copyrights, trade secrets, trade dress, and rights of publicity or trademarks with respect to any of the Content. Toolwell reserves all rights. Toolwell expressly disclaims all responsibility and liability for the customer's use of any Content obtained on or in connection with the Site.
'Toolwell' and 'ForkFangs' are registered trademarks, trademarks or service marks of Toolwell, Inc.. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Toolwell. All other trademarks or service marks are property of their respective owners. The use of any Toolwell trademark or service mark without Toolwell's express written consent is strictly prohibited.
Authority / Ownership: TooIweII, Inc. is a North Carolina Company located at 4116 Rose Lake Drive, Charlotte, NC 28217, Tel: (800) 786-6112.
Privacy: Any personal information that is given to Toolwell will not be sold to, given away to or shared with 3rd parties. Toolwell will also not market other services to the customer or contact the customer with other offers. By providing customer's information to Toolwell, the customer permits Toolwell with the right to use his information to perform transactions regarding sales, customer service and shipping. The information is protected and used strictly for transaction purposes in which a customer buys a product, supplies payment information, and then has the product shipped to a location of the customer's choosing.
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