Terms and Conditions
Terms and Conditions of Sale AND DELIVERY
Last updated May, 2022
1. General terms
All transactions with Technotape, LLC (“Technotape”) are governed by these Terms and Conditions of Sale and Delivery. Any proposal that includes different or additional terms that vary from Technotape’s Terms and Conditions of Sale and Delivery are objected to, disallowed, and expressly rejected. Notwithstanding the foregoing, any such counterproposals shall not operate as a rejection of the contract of sale, agreement, or other contract, but as a rejection of the additional or different term(s).
2. Formation of Agreement or Contract
Technotape’s price lists are not deemed to be an offer and are subject to change from time to time by Technotape in its sole and absolute discretion. An order from a customer is deemed an offer to purchase, which Technotape may accept or reject in its sole and absolute discretion. Technotape is bound only after management of Technotape, or a representative authorized by the management of Technotape, has accepted an order and/or assignment in writing, with an invoice or written confirmation, even if Technotape has issued a written offer or an order has been placed and paid through the website. Any automatic or computer-generated response to an order by Technotape’s systems or otherwise shall not be deemed to be acceptance of an order. Any agreement or contract entered into by Technotape is subject to the condition precedent that information gathered by Technotape establishes that the customer is sufficiently creditworthy, as determined by Technotape in its sole and absolute discretion. Any samples, models, designs, images, documentation, and other specifications shown or provided by Technotape are merely illustrative and there is no obligation that the respective item conform to such illustrations.
3. Intellectual Property Rights
Technotape reserves all intellectual property rights to the data set forth in its offers and/or agreements and/or the models, designs, samples, drawings, images, and/or user instructions provided from time to time by Technotape. The foregoing reservation of intellectual property rights also applies to any data transmitted through Technotape’s website. Technotape is not liable for infringements of third-party intellectual property rights, which may be committed in connection with performing an agreement between Technotape and a customer, and by entering into an agreement with Technotape, a customer agrees to indemnify Technotape, its owners, management, officers, members, employees, agents, and other representatives against any and all third-party claims made regarding the infringement of intellectual property rights which may have been committed in connection with Technotape’s performance of an agreement for a customer. Technotape reserves the right to discontinue deliveries of any products, the manufacture, sale or use of which would, in Technotape’s opinion, infringe upon any U.S. patent, trademark or design now or hereafter issued, registered, or existing and under which Technotape is not licensed.
4. Costs of Delivery, Taxes and Other Charges
Customer shall pay the costs of delivery of the products. Customer shall pay all sales, use, excise or similar taxes, or other charges, which Technotape is required to pay, or to collect and remit, to any government, whether national, state or local, and which are imposed on or measured by the sale. Technotape may pass on any change in one or more of the cost determinants, such as transportation costs, the prices of raw or other materials, exchange rates, import duties, or otherwise, which relate to the agreed performance and occur after the date of the agreement or contract and/or after conclusion of the agreement but before delivery, to customer.
5. Payment and Payment Method
After placing an order, customer must pay the entire purchase price before Technotape begins production of any goods or performance of any services. If Technotape has waived advance payment for existing customers, to be determined by Technotape in is sole and absolute discretion, the invoice must be paid by the due date stated on that invoice. Customer may not apply discounts, deductions, setoff, or suspension to the payment of any order. Customer has no right of set-off or withholding, and no deduction of any amounts due from customer to Technotape shall be made without Technotape’s prior, express written approval. Customer’s payments will be applied first to settle all interest and costs owed and outstanding, if any, and then to the oldest outstanding invoice, even if customer states that the payment relates to a different invoice. If customer fails to pay any amount due and owing on time, customer must pay interest at the statutory commercial rate on the amount due and owing, with no need for a notice of default, from the date on which that amount becomes due and payable. To the extent Technotape is required to take steps to engage in collection of any outstanding payments, customer shall must also reimburse Technotape for any and all collection costs incurred, including any court costs and expenses, attorneys’ fees, and related expenses. Payment methods vary, but include, payment through the Technotape website via PayPal, credit card, and debit card, among others.
6. Retention of Title
Technotape retains the right and title to any and all products sold to a customer until: (i) Technotape is paid in full for any products sold, including interest and costs; (ii) Technotape is paid in full for any work performed, if Technotape also performs work for a customer under an agreement or contract; and (iii) Technotape is paid in full for any outstanding liability or claims owed by a customer to Technotape, to the extent that Technotape has any claims against a customer for a customer’s failure to fulfil one or more obligations under an agreement or contract. So long as Technotape retains the right and title to any and all products, customer may not dispose of, alienate, encumber, modify, or process the goods Technotape delivers to them. So long as Technotape’s ownership of the goods continues, Technotape may repossess the goods delivered at the customer’s sole cost and expense. Customer shall obtain the right and title to the products upon payment to Technotape of the purchase price and any taxes, excise or other charges. The risk of loss, including, but not limited to the risk of loss, theft, damage, or destruction of the products, transfers to Buyer F.O.B. Technotape’s facility.
Terms of delivery are specified and agreed upon in each transaction. Customer must take delivery of the goods when they are made available to them. If customer does not take delivery of the goods, customer will be in default and Technotape may choose: (a) to transport or have the goods transported at customer’s expense and risk, using a means of transportation selected by Technotape in its sole and absolute discretion, to customer’s address; (b) to store the goods at customer’s expense and risk; or (b) to declare the contract or agreement between customer and Technotape terminated with no need for a notice of default or judicial intervention, notwithstanding Technotape’s right to compensation for the damage or loss of profit suffered by Technotape, plus statutory interest calculated from the date on which Technotape’s claim becomes due and payable. The provisions of this Section 7 apply notwithstanding any other rights of Technotape at law or in equity or otherwise pursuant to these Terms and Conditions of Sale and Delivery.
8. Delivery Period
Orders placed online at Technotape’s website are usually processed within one or two business days. If the product ordered has a longer delivery period, the phrase “Ask for delivery period” may appear alongside the order. Technotape’s stated delivery period is not a strict deadline. Notwithstanding anything herein to the contrary, Technotape will not be in default for failing to deliver within a suggested delivery period unless the customer first provides written notice to Technotape of a notice of default due to Technotape’s failure to deliver by the projected delivery date; provided, however, Technotape shall retain the opportunity to complete the delivery within a reasonable period after written notice is received from the customer. The delivery period does not start until (i) Technotape has accepted an order and/or assignment in writing; (ii) customer has provided Technotape with all data or materials required to complete performance under the contract or agreement, and (iii) Technotape has received payment from customer. If it appears during the performance of the agreement that there will be a delay in delivery, the delivery period will be extended by as many days as the delay shall last. Technotape is not liable for damages incurred by customer due to delayed delivery, if and insofar as this delayed delivery is due to circumstances that are beyond Technotape’s control, including late or non-performance by suppliers. Customer may terminate the agreement only if the agreed delivery period has been excessively exceeded (by a period of more than 12 weeks), unless exceeding it has been caused by a force majeure event (as defined in Section 13). Technotape shall not be considered in breach of the agreement to the extent that performance is prevented by a force majeure event. Customer’s failure to fulfil any payment obligation, or to do so on time, suspends Technotape’s delivery obligation.
Upon delivery, customer shall promptly inspect the goods for non-conformity (including but not limited to non-conformity for quantity, quality and/or defects). Failure by customer to provide Technotape with written notice of a claim of non-conformity within eight (8) days of delivery shall constitute a waiver by customer of all claims with respect to such products.
Customer must submit all complaints, stating the packing slip number or a number issued by Technotape. Complaints about invoices must also be submitted in writing within 8 (eight) days of the invoice date. If it is not clear whether a complaint is justified, customer bears the burden of proof.
If complaints are not submitted by the established time periods set forth in these terms and conditions, any claim against Technotape is hereby waived by customer and will lapse. Goods may be returned only if they are in their original condition and in undamaged packaging. Items that do not originate from Technotape or have price or other stickers that are not Technotape’s cannot be returned.
Technotape must receive any returned goods within thirty (30) days of Technotape authorizing the return of such goods. Unless agreed otherwise, return shipments are at customer’s expense and risk.
If the return shipment relates to a complaint for non-conformity, as described above, such complaint will be accepted only if the complaint is justified. In such cases, goods will be returned on Technotape’s instructions. Technotape will not be liable for any goods provided to customer which may contain incorrect information due to the incorrect information having been supplied by customer.
10. Disclaimer of Warranties; Limitation of Liability
THE WARRANTIES SET FORTH HEREIN OR IN TECHNOTAPE’S WARRANTY DOCUMENTS WITH RESPECT TO GOODS ARE THE ONLY WARRANTIES MADE BY TECHNOTAPE IN CONNECTION WITH THE GOODS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. TECHNOTAPE MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, AND TECHNOTAPE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATOIN, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GOODS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY TECHNOTAPE IN WRITING. TECHNOTAPE’S SOLE OBLIGATION FOR A REMEDY TO CUSTOMER SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS, SO LONG AS CUSTOMER FIRST COMPLIES WITH THE COMPLAINT PROCEDURES SET FORTH IN SECTION 9 OF THESE TERMS AND CONDITIONS. CUSTOMER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF GOODS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER GOODS, PRODUCTS OR SUBSTANCES. FRAGILE/BREAKABLE GOODS, SUCH AS GLASSWARE, MUGS, CANVASES, ETC.
No claim by customer of any kind including, but not limited to, claims for indemnification, whether as to quantity or amount of goods delivered or non-delivery shall be greater in amount than the purchase price paid by customer for the products in respect of which damages are claimed. IN NO EVENT SHALL TECHNOTAPE BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITY, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF GOODS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
11. Technotape’s Rights
If customer fails to fulfil any obligation owed Technotape, in any way, or if there are grounds to fear that customer will fail to do so, Seller may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Technotape. If for any reason, the quantities of the goods covered hereby, Technotape may allocate its available supply of goods among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner as Technotape deems proper in Technotape’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform the agreement with customer.
12. Cancellation and Cancellation Costs
As soon as customer has placed an order or paid through Technotape’s website, customer may not cancel the order. If customer wishes to cancel all or part of an order, for whatever cause, and Technotape accepts such cancelation, to be determined by Technotape in its sole and absolute discretion, Technotape may charge customer a cancelation fee, which may include all reasonable costs incurred by Technotape in processing the order (including costs of preparation, parts, storage, etc.). If customer cancels, they must pay any cancellation fee within three (3) business days.
13. Force Majeure
If a force majeure event occurs, Technotape may, in its sole and absolute discretion, suspend performing the agreement until the force majeure event or situation has ended or Technotape may terminate all or part of the agreement, insofar as not yet performed, with no judicial intervention and with no obligation to pay any compensation to customer.
Force majeure event means an event beyond the control of Technotape, which prevents Technotape from fulfilling its obligations under the agreement, including meeting a delivery period projected. Force majeure events include, but are not limited to, an act of God (such as fire, explosion, earthquakes, droughts, floods and other nature disasters), war or threat of war, hostilities, invasion, act of foreign enemies, rebellion, revocation, riot, commotion, strikes, lockouts, blockades, industrial accidents, or acts or threats of terrorism. Force majeure events exist even if the event or circumstances in question were foreseeable when the agreement was entered into.
14. Applicable Law and Competent Court
This Agreement shall be construed and the respective rights and duties of customer and Technotape shall be determined, according to the laws of the State of Indiana, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Any claims or legal actions by one party against the other arising under these Terms and Conditions of Sale and Delivery and/or any sale and purchase of goods hereunder or any transaction contemplated hereby or concerning any rights under this Agreement shall be commenced and maintained in any state or federal court located in Fort Wayne, Indiana. Both parties hereby submit to the exclusive jurisdiction and venue of such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
15. Claim Expiration
No claims based on facts that would justify arguing that the item delivered does not conform to the agreement may be made more than one (1) year after the date of delivery of the item; failure to make such a claim within the foregoing one (1) year period shall forever bar the claim.
16. No Assignment
Any agreement between customer and Technotape is not transferrable by customer without the prior written consent of Technotape; however, Technotape may assign any agreement without customer’s consent if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of Technotape’s assets.
17. Compliance with Laws; Export Laws
Technotape and customer shall comply with all applicable international, national, state, regional and local laws and regulations with respect to their performance of this Agreement. Customer agrees to adhere to all applicable US Export laws and regulations with respect to the products.
These Terms and Conditions of Sale and Delivery are the sole and exclusive statement of the parties’ understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from customer or submitted to Technotape. These Terms and Conditions of Sale and Delivery constitute the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties (as applicable). No waiver by Technotape of any of the Terms and Conditions of Sale and Delivery or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Terms and Conditions of Sale and Delivery. If any clause or portion of these Terms and Conditions of Sale and Delivery shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing these Terms and Conditions of Sale and Delivery.
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