YOU (THE “BUYER”) AGREE TO THE FOLLOWING TERMS AND CONDITIONS OF SALE. ALL OTHER TERMS AND CONDITIONS PROVIDED BY YOU (IN WHATEVER FORM) ARE EXPRESSLY REJECTED.

The following terms and conditions of sale form part of each proposal, order or delivery submitted or effected by Task Force Tips LLC for the sale of merchandise to a purchasing distributor or customer and any contract made by and between Task Force Tips LLC and such purchaser includes as a part thereof these terms and conditions.  No modification of these terms and conditions shall be binding upon Task Force Tips LLC unless it expressly agrees in writing to such changes.

1 Definitions

As used in these terms and conditions, the term “Goods” or “Product” means any machinery, equipment accessories, materials, articles or items sold to Buyer; the term “Seller” means Task Force Tips LLC; and, the term “Buyer” means the person, firm, corporation or other entity purchasing Goods or Products from the Seller,

2 Pricing

Prices indicated by Seller are based upon the prices in effect as of the date of this document. Unless otherwise agreed to in a writing signed and delivered by Seller’s authorized representative, prices quoted by Seller are subject to change without notice at any time, including (without limitation) between the date of Buyer’s order and the date of shipment. Buyer shall be liable for the prices in effect on the date of shipment. Unless expressly stated otherwise, all excise, privilege, occupational, sales, use, and other taxes, foreign and domestic, applicable to the sale under the order shall be added to and become part of the purchase price.

3 Deliveries

Deliveries and shipments are to be made in accordance with the terms and conditions stated on the face of this Invoice or Order Confirmation. The quoted delivery date is approximate. All scheduled delivery dates are subject to delays caused by civil insurrection, war, riots, fires, strikes, Acts of God, labor disputes, shortages of materials or failure of suppliers or subcontractors to satisfactorily meet scheduled deliveries or any other factor or event beyond Seller’s reasonable control, none of which factors or events shall give rise to any liability on the part of Seller.

4 Sales and Use Tax

Sales, use, excise, property or similar taxes arising out of or relating to this order or the Goods delivered are not included in the price except as otherwise specifically stated in the invoice. All such taxes are the responsibility of Buyer. Seller shall have the right at any time to separately bill Buyer for any such tax which Seller may be called upon to pay.

5 Place of Contract

All orders are made subject to final acceptance by Seller at its main office in Valparaiso, Indiana, and the State of Indiana shall be the place of performance where title passes to Buyer and payment becomes due.

6 Payment Terms

Unless stated to the contrary on the face of this Invoice or Order Confirmation, payment for the Goods will be made as follows: 100% of the contract price shall be due and payable 30 days after shipment. All payments are net without deductions. If permitted by applicable law, that portion of an account that has not been paid within 30 days of shipment is subject to a late payment charge of 1.5% per month for the period from the date when due to the date of payment in full. Buyer agrees that if its account hereunder is referred for collection to an attorney or agency, Buyer will pay all of Seller’s attorneys’ fees and other costs of collection, which other costs include, but are not limited to, courts costs, expert witness fees, execution costs, and filing fees. Interest shall accrue on all sums outstanding at the rate specified above notwithstanding the entry of judgment. In the event any finance charge is determined to be excessive by a court or other tribunal, such charge shall be reduced to the maximum allowable under the law.

7 Warranties

Seller warrants to the original purchasers that new Goods manufactured and sold by Seller will be free from defects in materials or workmanship for a period of time stated in its Certificate of Warranty for the particular equipment from the date the Goods were purchased by Buyer or its customers, if the Buyer is a distributor and the Goods are first used by Buyer’s customer and not by Buyer. The date of purchase shall be established by the date of shipment of the Goods. Said warranty shall remain in effect only if (i) such Goods are used normally and properly in accordance with Seller’s instructions as to maintenance and operation, whether given orally or set forth in manuals and instruction sheets furnished by Seller; (ii) Buyer gives prompt notice within the warranty period of all alleged defects in Goods sold; and (iii) Buyer preserves and turns over to Seller all allegedly defective Goods, parts or items. In no event shall this warranty be deemed to cover or obligate Seller in any way regarding Goods furnished by Seller but not manufactured by Seller, wear and tear parts, consumable items, any damage due to corrosion, or any damage occurring during shipment of the Goods (for which claims shall be presented to the carrier). THE WARRANTY STATED HEREIN IS IN LIEU OF ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL, WARRANTIES OF MERCHANTABILITY, FITNESS, PERFORMANCE OR SUITABILITY FOR A PARTICULAR PURPOSE. Unless set forth in writing and attached to the Invoice or Order Confirmation, no promise or affirmation of fact (including, but not limited to, statements regarding capacity or performance of a machine) shall constitute a warranty by Seller or give rise to any liability or obligation on the part of Seller. Seller’s obligation under this warranty shall be strictly and exclusively limited to furnishing labor and materials required for repairing or replacing parts which are determined to be defective on inspection by an authorized representative of Seller. The determination of Seller’s representative shall be final. Seller assumes no responsibility for reimbursing Buyer for repair or replacement costs incurred without Seller’s prior written authorization. All costs of packing and shipping defective parts or Goods to Seller or to any service-shop designated by Seller shall be paid by Buyer, and Seller shall pay for all costs of packing and returning Goods to the Buyer if the repairs or replacements are covered by these warranty provisions. If Seller’s authorized representative determines, in his sole and final discretion, that the nature of a defect precludes remedy by repair or replacement of parts, Seller reserves the right to satisfy its warranty obligation in full by refunding the full purchase price on return of all Goods to Seller, freight prepaid. In no event shall Seller’s liability under this warranty exceed the purchase price paid for the Goods. The limitations, disclaimers and exclusions contained in the above warranty provisions and in paragraph 8 below shall be applicable to the Buyer as well as Buyer’s original customer, if the Buyer is a distributor.

8 Limitation of Damages

UNDER NO CIRCUMSTANCES, WHETHER DUE TO A BREACH OF ANY WARRANTY HEREUNDER OR ANY OTHER CAUSE ARISING OUT OF PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT, AND WHETHER ARISING IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) SHALL SELLER BE LIABLE (1) FOR LOSS OF REVENUE OR PROFITS OR FOR CONSEQUENTIAL OR INDIRECT LOSS OR DAMAGE INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF PRODUCTION, PLANT DOWNTIME, OR LIABILITIES TO CUSTOMERS OR OTHER THIRD PARTIES, OR (2) FOR LOSS OR DAMAGE ARISING OUT OF THE SOLE OR CONTRIBUTORY NEGLIGENCE OF BUYER, ITS EMPLOYEES OR AGENTS, OR ANY THIRD PARTY, OR (3) FOR ANY SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE OR (4) FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES IN CONNECTION WITH ANY PRODUCT WHICH EXCEED IN THE AGGREGATE THE PURCHASE PRICE FOR THAT PRODUCT. ANY ACTION FOR BREACH OF WARRANTY OR OTHER ACTION UNDER THIS CONTRACT MUST BE COMMENCED WITHIN ONE YEAR AFTER SUCH CAUSE OF ACTION ARISES.

9 Indemnity of Buyer

Buyer shall use, and shall require its employees to use, all safety devices. guards, and proper safe operating procedures as set forth in manuals and instruction sheets furnished by Seller. If the Buyer is a distributor or not the ultimate user of the Goods, then Buyer agrees to train the ultimate user of the Goods in the proper and safe operation and use of the Goods as set forth in the manuals and instruction sheets furnished by the Seller. Buyer shall not remove or modify any such device, guard or warning sign. Buyer shall not permit any person other than required operating personnel to remain within thirty feet of any machine or accessory sold by Seller during operation thereof. If Buyer fails to strictly observe each and every one of the obligations set forth in this paragraph with regard to any of Seller’s Goods (including, without limitation, the obligation to train its ultimate customer in the use of the Seller’s Goods), Buyer agrees to defend, indemnify and save Seller harmless from any liability or obligation incurred by Seller to persons injured directly or indirectly in connection with the operation of such Goods. Buyer shall notify Seller promptly, and in any event within 10 days, of any accident or malfunction involving Seller’s products which results in personal injury or damage to property and shall cooperate fully with Seller in investigating and determining the cause of such accident or malfunction, and shall preserve and give Seller access to any allegedly defective Goods, parts or items. In the event that Buyer fails to give such notice to Seller, or to so cooperate, Buyer agrees to defend, indemnify and save Seller harmless from any and all claims arising from such accident or malfunction.

10 Cancellation of Order

Following acceptance by Seller, this order may not be cancelled by Buyer without the written consent of Seller.

(a) Seller shall have the absolute right to cancel and refuse to complete this order: (1) if at any time all terms and conditions governing this order are not strictly complied with by Buyer, (2) if at any time Buyer becomes insolvent or commits an act of bankruptcy, or (3) if, in the event that a good faith doubt arises as to Buyer’s ability to make prompt payment and Seller has requested Buyer to post adequate security for any or all payments due, Buyer fails to post adequate security as determined by Seller within 10 days after the request of Seller. In the event of such a cancellation, Seller shall be entitled to retain or collect 1/2 of the contract sales price, and Buyer agrees that such amount is an agreed upon liquidated damage amount, and not a penalty.

(b) In the event that Buyer shall cancel all or any part of an order after said order has been accepted by Seller but prior to shipment and Seller agrees to such cancellation, Seller shall be entitled to retain or collect 1/2 of the contract sales price, and Buyer agrees that such amount is an agreed upon liquidated damage amount, and not a penalty.

(c) In the event that the Goods have been shipped at the time of Seller’s receipt of notice of Buyer’s cancellation and Seller agrees to such cancellation, Seller shall be entitled to retain 1/2 of the contract sales price and Buyer shall immediately return the Goods in original condition to Seller and shall be responsible for payment of the original freight and shipping charges as well as for those incurred by Buyer in returning the Goods to Seller.

(d) After the Goods have been shipped and received by Buyer, Buyer shall not have any right to cancel this order but shall be responsible for the payment of the entire sales price.

(e) In the event of the cancellation pursuant to the terms above of an order requiring special tooling, engineering or parts, Seller shall be entitled to retain or collect from Buyer payment in full for the costs of the special tooling, engineering or parts in addition to any other amounts which Seller may be entitled to retain or collect pursuant to the terms above.

11 Operating Manuals

Seller will make electronic copies available, without charge, of the operating manual for Goods sold. All of the above documentation and other materials provided to Buyer by Seller are for informational purposes only, and specifications which may be contained therein are not binding on Seller. The Buyer should review the operating manual thoroughly before its use of any machine or accessory in order to determine any safety measures required or suggested in connection with the use or operation of the machine or accessory. Seller reserves the right to make, from time to time, such changes in detail of design or construction as shall, in Seller’s sole judgment, constitute an improvement over former practice. All operating manuals, spare parts lists, or any other information furnished to Buyer by Seller are intended for Buyer’s confidential use, shall remain the property of Seller, and shall not be shown or otherwise made available to any third party at any time without Seller’s prior written consent. Any such proprietary and confidential information which Buyer determines must be disclosed to its employees shall be disclosed only on a need-to-know basis for the operation and maintenance of the Goods sold hereunder.

12 Security Interest and Seller’s Rights Upon Default

Without waiving any rights to elect to proceed under applicable laws, Seller reserves a security interest in the Goods sold hereunder and Buyer hereby grants a security interest to Seller under the Uniform Commercial Code in the Goods and any and all proceeds thereof until full and final payment for such Goods is received by Seller. Notwithstanding the parties’ agreement to arbitrate as set forth in paragraph 14 of these terms and conditions, in the event that Buyer becomes insolvent or commits an act of bankruptcy or defaults in any payment hereunder or in the performance of any terms or conditions hereunder, Seller, at its option, shall have the right (1) to sue for any and all payments due hereunder and for reasonable attorneys’ fees plus out-of-pocket expenses and interest; (2) to enter any place where the Goods are located and to take possession of and remove the Goods with or without legal process; (3) to retain all payments theretofore made as compensation for the use of the Goods; (4) to resell the Goods at public or private sale without notice or demand for and on behalf of Buyer; and (5) to apply the net proceeds from such sale (after deduction from the sale price of all expenses of such sale and all expenses of retaking possession, repairs necessary to put the Goods in salable condition, storage charges, taxes, liens, collection and attorneys’ charges and all other expenses in connection therewith) to the amount then due to Seller for the Goods and to receive from Buyer the deficiency between the net proceeds of the sale and the amount due Seller. Buyer hereby waives all trespass, damage and claims resulting from any such entry, repossession, removal, retention, repair, alteration and sale. The remedies provided in this paragraph are in addition to and not in limitation of any other available remedy or remedies of Seller, but each and every such remedy shall be cumulative and shall be in addition to every other remedy under the Invoice or Order Confirmation or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed as a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient.

13 Risk of Loss

Unless otherwise specified on the Seller’s Quote, Order Acknowledgment or Invoice, all shipments shall be made by any mode of transportation deemed suitable to Seller, f.o.b. Seller’s loading dock and risk of loss to the Products shall pass to the Buyer upon delivery by Seller to the carrier for shipment.

14 Arbitration and Governing Law

Subject to the rights of the Seller contained in paragraph 8, 9 and 12hereof, any controversy or claim arising out of or relating to this order, or the breach of any contract for this order, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The terms and conditions of the contract for this order shall be governed by, and construed and enforced in accordance with, the laws of the State of Indiana. It is expressly agreed that the UN Convention on the International Sale of Goods will not apply. The locale of any such arbitration between the parties shall be at the Chicago, IL Regional Office of the American Arbitration Association.

15 Merger of Understanding

All negotiations, undertakings, understandings and the like between the parties with respect to the transactions covered by the Quote, Invoice or Order Conformation have been merged within the terms and conditions of the Quote, Invoice or Order Confirmation including these terms and conditions and there are no further or contrary understandings. Upon the Seller’s receipt of any portion of the purchase price for the Goods or the execution by Buyer of the Invoice or Order Confirmation, the terms and conditions contained herein, and any other terms and conditions set forth in writing and attached to the Invoice or Order Confirmation, shall constitute the complete agreement between Seller and Buyer and shall supersede all prior oral or written statements of any kind whatsoever made by the parties or their representatives. No statement subsequent to the acceptance of this proposal purporting to modify these terms and conditions shall be binding unless consented to in writing by a duly authorized agent of Seller in a document making specific reference to this order. No reference herein to Buyer’s inquiry or order shall in any way incorporate different or additional terms or conditions, which are hereby objected to.

16 Waiver

No claimed waiver of any of these terms, conditions or provisions of this proposal shall be valid unless in writing and signed by a duly authorized representative of Seller. Waiver of any term, condition or provision of this proposal or order or any contract embodying this proposal or order shall not operate or be construed as a waiver of any subsequent breach on the part of the offending party or constitute a waiver of any other term, condition or provision.

17 Agreement

The agreement between Seller and Buyer shall be governed and controlled as to the validity, enforcement, interpretation, construction, effect, and in all other respects by the laws of the State of Indiana, U.S.A. without reference to the conflicts of laws principles thereof. Any action for breach of the agreement shall be commenced within one (1) year after the cause of the action has accrued. THE EXCLUSIVE FORUM FOR CLAIMS AGAINST SELLER SHALL BE PORTER COUNTY, INDIANA, OR THE U.S. DISTRICT COURT FOR THE NORTHERN DISTRICT OF INDIANA. Seller and Buyer irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue in such courts and their rights to a jury trial.

18 Use of the Task Force Tips LLC Company Website

Task Force Tips LLC, through this Task Force Tips LLC Company Website is providing information Task Force Tips LLC believes is relevant for some of its customers, suppliers, employees, potential customers, potential suppliers or others. The information available on the Task Force Tips LLC Website is for informational purposes only and is not to be used for any other purposes. All materials on the Task Force Tips LLC Website are developed by Task Force Tips LLC employees, officers, directors, agents, or contractors and are the sole and exclusive property of Task Force Tips LLC.

Task Force Tips LLC shall have the right to deny access to the Task Force Tips LLC Company Website to anyone that Task Force Tips LLC deems unfit to use its Task Force Tips LLC Company Website for any reason. Task Force Tips LLC has no obligation to monitor the use of the Task Force Tips LLC Company Website; however, it reserves the right to do so.

When accessing or using the Task Force Tips LLC Company Website, you agree that you shall comply with all applicable laws. In addition to the other obligations you accept in these Terms, you agree that you will not:

(A) transmit any material that contains software viruses, worms, trojan horses, or any other computer code, files or programs designed to interrupt, destroy, limit, or interfere with the functionality of the Task Force Tips LLC Company Website, the computers and other equipment which host the Task Force Tips LLC Company Website, or the computers and other equipment utilized by other visitors to the Task Force Tips LLC Company Website; or

(B) post on the Task Force Tips LLC Company Website any materials containing defamatory, abusive, profane, threatening, offensive, obscene, pornographic, anticompetitive, or illegal materials;

(C) conduct or forward spam, chain letters, unsolicited advertising, promotional materials, unsolicited e-mail, or any other illegal materials; or

(D) create user names and/or passwords for anyone other than your employees nor use existing user names and/or passwords to access any portion of the Task Force Tips LLC Company Website under false pretenses or for an unauthorized purpose.
 

19 Ownership of the Information

The Task Force Tips LLC Company Website contains material which is protected by copyright and trademark laws. You may not modify, publish, republish, copy, reproduce, sell, participate in the sale or transfer, license, copy, upload, post, transmit, distribute in any way, or create derivative works from any information, content or material on this Task Force Tips LLC Company Website. You may download material from this Task Force Tips LLC Company Website only for your personal, non-commercial use, provided all copyright and other proprietary notices remain intact and unchanged on all downloaded materials. You agree that you do not acquire any ownership rights in any such materials as a result of downloading such materials from the Task Force Tips LLC Company Website.

The trademarks and service marks on the Task Force Tips LLC Company Website (the “Marks”) are the sole and exclusive property of Task Force Tips LLC, affiliates or licensors. You do not obtain any rights to use the Marks in any manner or for any purpose by virtue of your use of the Task Force Tips LLC Company Website, and you may not use the Marks for any purpose without obtaining our prior written permission.

Pursuant to Title 17, U.S. Code § 512(c)(2), if you believe you have a claim of copyright infringement based on materials on the Task Force Tips LLC Company Website, present your asserted claim to Task Force Tips LLC’ attention to:

Task Force Tips LLC
3701 Innovation Way
Valparaiso, IN 46383 USA
 

20 Privacy Policy

Task Force Tips LLC is dedicated to protecting your privacy while you are using or accessing the Task Force Tips LLC Company Website. This privacy policy applies to the Task Force Tips LLC Company Website & other Marketing outlets creating by Task Force Tips LLC. Once you enter another website, via a link provided on the Task Force Tips LLC Company Website or by other methods, Task Force Tips LLC is no longer responsible for the privacy practices of the linked site. You should review the privacy statements of those websites as posed on the individual websites.

Task Force Tips LLC reserves the right to collect use and user statistics from the Task Force Tips LLC Company Website & or other Task Force Tips LLC marketing platforms (Applications, digital media). Use and user statistics will be used to track information such as visitor interests, which may be used to enhance and improve the Task Force Tips LLC Company Website in the future; however, such use and user statistics do not include personally identifiable information. Generally, no personally identifiable information is tracked or collected on the generally accessible portions of the Task Force Tips LLC Company Website, unless you voluntarily provide such information to Task Force Tips LLC via web forms or surveys on the Task Force Tips LLC Company Website & or other Task Force Tips LLC marketing platforms. However, if you access the My Task Force Tips LLC of this Task Force Tips LLC Company Website by using a particular account authorized by Task Force Tips LLC and/or a user name and password created by the account holder, certain information including your user name and password will be collected and identified with the information Task Force Tips LLC has on file for that user name, and the information and materials you access and actions you take while logged on with that user name, will be tracked by Task Force Tips LLC.

Task Force Tips LLC does not sell or otherwise distribute names or other personally identifiable information to third parties for direct marketing, sales or any other purposes. Except as noted herein, any personally identifiable information received by Task Force Tips LLC is used solely for internal Task Force Tips LLC purposes and is not shared with any nonaffiliated organizations.

The Task Force Tips LLC Company Website is not designed or intended to attract children under the age of 13. Task Force Tips LLC does not collect any personally identifiable information, whether or not such information is voluntarily provided, from any person it actually knows is under the age of 13. If a parent or guardian accesses the Task Force Tips LLC Company Website on behalf of a person under the age of 13, that parent or guardian is responsible for protecting that child’s personally identifiable information.
 

21 Links

The Task Force Tips LLC Company Website may contain links to third party websites that are not owned or controlled by Task Force Tips LLC. Task Force Tips LLC has not reviewed the contents of external websites listed on the Task Force Tips LLC Company Website, nor can Task Force Tips LLC endorse such third party websites or the views expressed within. Task Force Tips LLC is not responsible for the contents, truthfulness or propriety of any links to or from the Task Force Tips LLC Company Website. You acknowledge and agree that Task Force Tips LLC is not responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused, by or in connection with use of or reliance on any information, content, goods, or services available on or through any such linked site. These Terms apply only to the Task Force Tips LLC Company Website. Once you enter another website, via a link provided on the Task Force Tips LLC Company Website or by other methods, Task Force Tips LLC is no longer responsible for the privacy practices of or conditions of use for the linked site. You should review the privacy statements of and conditions of use for those Task Force Tips LLC Company Websites as posted on the individual sites.

All links to the Task Force Tips LLC Company Website must be approved in writing by Task Force Tips LLC. Task Force Tips LLC consents to links in which the link and the pages that are activated by the link do not: (a) create frames around any page on the Task Force Tips LLC Company Website or use other techniques that alter in any way the visual appearance or presentation of any content within the Task Force Tips LLC Company Website; (b) misrepresent your relationship with Task Force Tips LLC; (c) imply that Task Force Tips LLC approves or endorses you, your website, or your service or product offerings; and (d) present false or misleading impressions about Task Force Tips LLC or otherwise damage the goodwill associated with the Task Force Tips LLC name or trademarks. Any links using Task Force Tips LLC trademarks and logos must be approved in writing. Furthermore, as a condition to being permitted to link to the Task Force Tips LLC Company Website, you agree that Task Force Tips LLC may at any time, in its sole discretion, terminate permission to link to the Task Force Tips LLC Company Website. In any such event, you agree to immediately remove all links to the Task Force Tips LLC Company Website and to cease using any Task Force Tips LLC trademark or logo.
 

22 Disclaimer

Although Task Force Tips LLC makes every attempt to keep the information on the Task Force Tips LLC Company Website accurate and up-to-date, Task Force Tips LLC cannot attest at all times to the accuracy, usability, and/or completeness of the information contained on this Task Force Tips LLC Company Website. Further, Task Force Tips LLC does not endorse, approve or certify the information provided by others, nor does Task Force Tips LLC guarantee its accuracy, completeness or timeliness. Use of the information is voluntary and reliance on it should only be undertaken after you have independently verified its accuracy, completeness and timeliness.

Task Force Tips LLC makes no warranties or representations concerning the availability or functionality of the Task Force Tips LLC Company Website or that the Task Force Tips LLC Company Website will be accessible on an uninterrupted or error-free basis or that the Task Force Tips LLC Company Website will be free of viruses or other harmful components or programs.

ALL INFORMATION ON THE TASK FORCE TIPS LLC COMPANY WEBSITE IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND TASK FORCE TIPS LLC MAKES NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, OR CORRECTNESS OF THE INFORMATION AND MATERIAL CONTAINED ON THE TASK FORCE TIPS LLC COMPANY WEBSITE. TASK FORCE TIPS LLC EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE TASK FORCE TIPS LLC COMPANY WEBSITE, THE MATERIAL AND INFORMATION ON THE TASK FORCE TIPS LLC COMPANY WEBSITE OR YOUR ABILITY TO ACCESS AND USE THE TASK FORCE TIPS LLC COMPANY WEBSITE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

No information that you submit to Task Force Tips LLC shall prevent Task Force Tips LLC’ purchase, manufacture, development, or use of similar products, services, plans, or ideas for any purpose, and Task Force Tips LLC is free to reproduce, use, disclose, or distribute the information to others without restriction or liability.

Nothing on this Task Force Tips LLC Company Website shall be deemed to create any contractual relationship between you and Task Force Tips LLC or to give you any rights against Task Force Tips LLC for damages of any kind, whether direct, indirect, consequential, or otherwise.

Task Force Tips LLC provides portions of the Task Force Tips LLC Company Website in languages other than English for your convenience. While Task Force Tips LLC makes every effort to provide accurate translations, there may be errors, and Task Force Tips LLC disclaims any and all liability for damages arising out of or resulting from such translation. The English version of all documents is the controlling and/or governing document.
 

23 Limitation of Liability of Task Force Tips LLC

The use of the Task Force Tips LLC Company Website and information contained on the Task Force Tips LLC Company Website is at your own risk. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL TASK FORCE TIPS LLC, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, MISUSE OF, OR THE INABILITY TO USE THE TASK FORCE TIPS LLC COMPANY WEBSITE OR YOUR RELIANCE ON ANY OF THE INFORMATION ON THE TASK FORCE TIPS LLC COMPANY WEBSITE, EVEN IF TASK FORCE TIPS LLC HAS BEEN ADVISED OF SUCH A POSSIBILITY. IF YOU ARE DISSATISFIED WITH ANY MATERIALS OR INFORMATION PROVIDED ON THE TASK FORCE TIPS LLC COMPANY WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE TASK FORCE TIPS LLC COMPANY WEBSITE.

When you are using the Task Force Tips LLC Company Website, information that you submit will be transmitted via the internet and such transmission is beyond the control of Task Force Tips LLC. Task Force Tips LLC assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of this Task Force Tips LLC Company Website.
 

24 General Information

These Terms and your use of the Task Force Tips LLC Company Website shall be governed by and construed in accordance with the laws of the State of Indiana without regard to its conflict of law provisions. By using this Task Force Tips LLC Company Website, you agree that any dispute arising out of or in conjunction with the Task Force Tips LLC Company Website shall be subject to the exclusive jurisdiction of and venue in the state or federal courts sitting in Porter County, Indiana. These Terms represent the entire agreement between you and Task Force Tips LLC with regard to use of this Task Force Tips LLC Company Website. These Terms can be altered or amended at any time, without notice, by Task Force Tips LLC by posting such changes to this Task Force Tips LLC Company Website.

Task Force Tips LLC is not responsible for any access to the Task Force Tips LLC Company Website from countries, territories, or other areas where the Task Force Tips LLC’ Company Website’s content may be illegal or otherwise prohibited. If you choose to access the Task Force Tips LLC Company Website from other locations, you do so at your own risk and are responsible for compliance with applicable local laws.
 

25 Questions

If you have any questions regarding the Task Force Tips LLC Company Website, Task Force Tips LLC or Task Force Tips LLC policies, please contact Task Force Tips LLC at:

Task Force Tips LLC
3701 Innovation Way
Valparaiso, IN 46383 USA

Task Force Tips, LLC will be referred to herein as “Task Force Tips”. This Purchase Order is an offer to the Seller to contract on the terms set forth herein, and such offer expressly limits acceptance by the Seller to the terms set forth herein. Any additional or different terms proposed by Seller are specifically rejected, unless otherwise expressly agreed to in writing signed by an authorized representative of Task Force Tips. The material, products, goods, or services covered by this Purchase Order shall be referred to herein as “Goods”.

1 Acceptance

Commencement of performance pursuant to this Purchase Order constitutes acceptance hereof by Seller. If specified delivery dates cannot be met, Seller shall notify Task Force Tips promptly of Seller’s best alternative proposed delivery date, which Task Force Tips may accept or reject. The terms of this Purchase Order may not be modified, superseded or amended except in writing signed by an authorized representative of Task Force Tips. Each shipment received by Task Force Tips shall only be upon the terms of this Purchase Order, notwithstanding any terms contained in any quotation, acknowledgment, invoice or other form of Seller, or Task Force Tips, acceptance of, or payment for, any shipment or any other act.

2 Deliveries, Time

Time is of the essence of this Purchase Order. If delivery of the Goods is delayed beyond the time indicated herein for any reason including, without limitation, Seller’s insolvency, bankruptcy or assignment for the benefit of creditors, Task Force Tips reserves the right without liability (in addition to its other rights and remedies) to cancel this order by written or facsimile notice, or verbal notice confirmed in writing (which notice shall be effective when received by or communicated to Seller) as to any of the Goods not shipped, to purchase substitute Goods elsewhere, and to charge Seller with any loss incurred. Unless otherwise specifically agreed to by Task Force Tips, any provisions for delivery of the Goods in installments shall not be construed as making the obligations of Seller severable. Shipments shall be properly packed and shipped only by licensed carrier over the least expensive route, unless otherwise instructed. Shipments F.O.B. Seller’s plant shall be released at a declared valuation of the true replacement value, and in no event such declared valuation exceed the maximum permitted under the least expensive rate schedule applicable to Goods constituting such shipment. Seller shall notify Task Force Tips at the time of shipping of the Goods, together with a copy of the bill of lading or shipping document and the packing list applicable hereto. All such documents and correspondence shall refer to Task Force Tips’s Purchase Order number. Packing lists must bear a complete description of the goods shipped, including tare weights of each packaging container.

3 Price and Payment

Prices and billing amounts shall not exceed the prices stated on the Purchase Order without the prior written consent of Task Force Tips. The prices stated include packaging, crating and transportation F.O.B. point shown. Seller agrees that any price reduction applicable to the ordered Goods subsequent to the order date but prior to delivery will be applicable to this Purchase Order. Seller shall email the invoice for the Goods to Task Force Tips. The cash discount period will date from Task Force Tips’s receipt of the ordered goods. Task Force Tips reserves the right to refuse any shipments sent C.O.D. and to dishonor any draft, and all Goods attendant therewith are at Seller’s risk. Except for charges to taxes as provided herein below, Task Force Tips will not be responsible for any charge not shown on the face of this Purchase Order without Task Force Tips’s prior written consent to such charges in advance.

4 Termination

Task Force Tips may, at any time, terminate this Purchase Order at its convenience, in whole or in part, by written notice or verbal notice confirmed in writing to Seller. If so terminated, any claim of Seller shall be settled on the basis of and limited to the reasonable cost incurred by Seller prior to Task Force Tips’s notice.

5 Intellectual Property Rights

Seller agrees to indemnify and hold harmless Task Force Tips, and/or its customers, against any and all liability, loss and expense, including attorney’s fees, by reason of any claim, action or litigation arising out of alleged or actual, direct or contributory infringement of patent arising from the purchase, use or sale of Goods. In case the purchase, use or sale of the Goods, or any part thereof, is held to constitute infringement and/or is enjoined, Seller shall, at its own expense, procure for Task Force Tips and its customers the right to continue to purchase, use and sell such Goods, or, with the approval of Task Force Tips, shall modify said Goods so that they become non-infringing, or remove said Goods and refund the purchase price and the transportation and installation cost thereof. In the event the Purchase Order involves experimentation, research or developmental work, Seller agrees to grant Task Force Tips an irrevocable, non-exclusive and royalty free license to make, have made, use and sell any inventions resulting from the work under this Purchase Order.

6 Quality Assurance

Seller warrants that the Goods delivered pursuant to this Purchase Order shall be of good materials and workmanship, free from defects, and shall conform to the specifications, drawings or samples specified or furnished by Task Force Tips. This warranty shall survive any inspection, delivery, acceptance or payment by Task Force Tips. Seller also warrants that all Goods delivered hereunder shall be merchantable and fit for their intended propose.

7 Defective Goods

If any of the Goods fail to comply with any term of this Purchase Order, Seller shall promptly correct such discrepancy or replace such Goods at Seller’s expense following notice of such discrepancy from Task Force Tips. If Seller shall fail to so act within (5) days of such notice, Task Force Tips may cancel this Purchase Order as to all such Goods by giving Seller notice, and in addition to its rights and remedies hereunder and at law and equity, Task Force Tips may, at its option, cancel the then remaining balance of this Purchase Order by notice and as to all or any part of the Goods, Purchase substitute Goods elsewhere and charge Seller with any loss incurred. After notice to Seller of a discrepancy, all such Goods will be held at Seller’s risk until the discrepancy is corrected or such Goods are returned to Seller. Task Force Tips may, and at Seller’s direction, shall return such Goods to Seller at Seller’s risk, and all transportation charges, both to and from the original destination, shall be paid by Seller, unless Seller promptly corrects the discrepancy or replaces the Goods at Seller’s expense.

8 Excess Goods

Except for quantities of Goods in excess of those ordered constituting customary quantity variations common to the trade or industry, any quantity of goods in excess of the amount ordered need not be accepted, and such excess goods may be received, held, and returned to Seller by Task Force Tips at Seller’s risk and expense.

9 Changes In Specification Or Schedules

Task Force Tips, may at any time, make changes in this Purchase Order as to any Goods. If such changes affect the cost or time required for performance and if Seller makes a claim for adjustment in writing within thirty (30) days of the date it receives notification of change, an equitable adjustment may be made, solely in the discretion of Task Force Tips.

10 Inspection and Acceptance

All Goods are subject to Task Force Tips inspection, testing and approval, both at Seller’s plant and at the Task Force Tips point of destination. Task Force Tips shall have ten (10) days, from the date of delivery of Goods to Task Force Tips, to accept the Goods. Task Force Tips reserves the right to reject and refuse acceptance of any Goods which do not comply with all the terms of this Purchase Order. Acceptance, payment, use or resale of the Goods by Task Force Tips shall not release Seller of any Seller’s obligations, representations or warranties hereunder. Payment for any Goods shall not be deemed an acceptance thereof.

11 Fabrication and Material Commitment

Task Force Tips shall not be responsible for any of Seller’s commitments for materials or fabrication in advance of the time necessary to meet delivery dates specified herein unless agreed to by Task Force Tips in writing in advance.

12 Compliance with Law

Seller shall comply with the provisions of all applicable federal, State and local laws, regulations, rules and ordinances applicable to this Purchase Order and purchased Goods including, without limitation, any fair labor standards or statutes and any statute or regulation regulating occupational safety and health. Seller shall, following Task Force Tips’s reasonable request, certify such compliance to Task Force Tips in writing.

13 Buyer’s Property

Unless otherwise agreed in writing, all drawings, specifications, tools, dies, molds, jigs, patterns, machinery, fixtures, equipment, software and any other property furnished to Seller by Task Force Tips or paid for by Task Force Tips for use in the performance of this Purchase Order shall be and remain the sole property of Task Force Tips, subject to removal upon Task Force Tips’s instruction, used only in filling orders from Task Force Tips, held at Seller’s risk, and kept insured by Seller while in Seller’s custody or control. The insurance shall be in an amount equal to the replacement cost thereof, the loss payable to Task Force Tips.

14 Enforceability of Purchase Order

Where Task Force Tips may not be the ultimate consumer of the Goods, or where the Goods are incorporated into a product which is not owned by Task Force Tips, Seller agrees that Task Force Tips’s rights under this Purchase Order shall insure to the benefit of, and may be exercised and enforced by Task Force Tips or the product owner, provided Task Force Tips shall have agreed in writing to such exercise or enforcement.

15 Taxes

Except as otherwise provided, the prices stated do not include sales, use, excise or similar taxes applicable to the sale of Goods. All such taxes and charges shall be shown separately on Seller’s invoice.

16 Assignment

Seller shall not delegate any duties nor assign any rights or claims under this Purchase Order without the express prior written consent of Task Force Tips. Any assignment or delegation made without Task Force Tips’s consent shall be null and void.

17 Indemnity

Seller agrees to defend and save harmless Task Force Tips and its subsidiaries, its and their successors and assigns, customers and users of its and their products, against all suits at law or in equity and from all expenses, damages, claims or demands arising out of the death or injury to any person or damage to property alleged to have resulted from or in connection with the Goods, and, upon tender of any suit or claim to Seller, to defend the same at Seller’s expense as to all costs, attorneys’ fees and damages. In the event of Seller’s breach of any obligation in connection with this Purchase Order, Task Force Tips may, in addition to all other remedies, recover court cost, expert witness and attorneys’ fees expended in connection with such breach, as well as prejudgment interest at the legal rate.

18 Remedies

No remedy provided herein shall be deemed exclusive of any other remedy available at law or equity. All claims for monies due or to become due from Task Force Tips, shall be subject to deduction by Task Force Tips for set off or counterclaim arising out of this or any other Task Force Tips Purchase Orders to Seller.

19 Governing Law

This Purchase Order and the acceptance of it shall, as provided herein, constitute a contract made in, and to be governed in all respects by the laws of the state of Indiana.

20 Exclusion of Prior Dealing

These terms and conditions and those on the face of the Purchase Order are intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof. It is the intent of the parties to negate the effect of any prior course of dealing in the construction and interpretation of this agreement, and no such prior course of dealing shall be read into this Agreement for any purpose whatsoever.

21 Confidentiality

Any and all models, design data, drawings and other documents etc., that have been made available by Task Force Tips to the Seller, and other business information and know-how in the widest sense, that have come to the Seller’s knowledge through Task Force Tips shall be confidential and shall not be used by the Seller for any purpose other than the compliance with its obligations under the Contract with Task Force Tips. Said data shall not be made public by the Seller or be multiplied in any way unless after Task Force Tips’s written permission has been obtained. In addition, the Seller shall impose the duty of secrecy under this article also on its staff. In the event that the Seller is compelled to disclose the data to third party/parties, it undertakes to also impose a duty of secrecy under this article on such third party/parties. The Seller shall not be permitted to mention or use the trademark and/or trade name or Products of Task Force Tips for purposes of reference and/or advertising without Task Force Tips’s written permission.

22 Notices

Any notice required or otherwise given pursuant to this Purchase Order shall be in writing and shall be hand delivered, mailed certified mail, return receipt requested, postage prepaid or by recognized delivery service. Any notice to Task Force Tips shall be addressed to the buyer at the address shown on the Purchase Order. Any notice to Seller shall be directed to the address of Seller as shown in the body of this Purchase Order.