May 22nd, 2017
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Tonar Industries (“Seller”) Terms of Use and Conditions of Order:

Tonar Industries operates this website located at www.tonar.com (the “Site”) to provide online access to information about products available from Seller and to facilitate transactions for the purchase of Products.

By accessing and using the Site, you agree to each of the terms and conditions set forth herein (“Terms of Use”). By ordering Products, you agree to the Terms of Use, as well as the Conditions of Order, set forth below. These Terms of use, together with the Conditions of Order, are referred to as this “Agreement.” All orders place are subject to the terms of this Agreement, including the Conditions of Order. No change, alteration, deletion or modification of any of this Agreement is permitted without written permission by an authorized Seller representative. Any purported change submitted by a Buyer in any additional documentation is hereby expressly rejected. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of this Agreement will prevail.

Tonar reserves the right to modify this Agreement at any time without giving you prior notice. Your use of the Site following any such modification constitutes your agreement to follow and be bound by this Agreement as modified. The last date this Agreement was revised is set forth below.

1.        Access to the Site. Registration is required to place an online order. Your username and password are referred to as your “Identification.” You are solely responsible for keeping your Identification confidential. You agree that your and your authorized representatives will be the only users of your Identification, and that you will be solely responsible for all activities on the Site using your Identification. We strongly recommend that you log out of the Site and close your browser window when your session is completed to help prevent unauthorized persons from accessing your Identification. Please contact Seller immediately at info@tonar.com if you believe that your Identification has been lost or stolen, or that someone may attempt to use your Identification without your consent. Please keep in mind that no Internet site is 100% secure. While Seller strives to protect the personal information and privacy of its users, your use of the Site to transmit or store personally identifiable information is at your own risk.

2.        For United States customers: Terms of payment for the sale of the products covered hereby (the "Products") are check, money order, MasterCard, Visa, American Express, C.O.D., prepaid by wire transfer, cashier’s check in US funds, as well as open account credit to qualified institutions and businesses. Payment must be made in US funds. Sales tax is charge on shipments in New Jersey, unless you have tax exempt status or we have your resale certificate on file. If you have tax-exempt status, you must provide a valid tax exemption number evidencing your status at the time of purchase. Seller will not refund tax amounts collected in the event a valid number is not provided. If you provide a number that is not accepted for any reason and Seller is required to pay tax on your purchase, you will reimburse Seller for the amount of such tax. Fax your resale certificate and your customer number to 973-586-2075, Attn: Sales Tax.

          For Canadian customers: All of the above payment options except C.O.D.

          For Other International customers: MasterCard, Visa, American Express, prepaid by wire transfer, cashier’s check in US funds, as well as open account terms to qualified institutions and businesses. We will not accept personal checks or certified personal checks. Use of Letters of Credit must be approved in advance.

3.        Dishonored checks. If a check you give Seller for payment is dishonored for any reason by the bank or other institution on which it is drawn, you agree to pay Seller $30.00 US as a service charge (if the check can not be redeposited). In addition, you agree to pay any other reasonable charges imposed by any check verification company or collection agency that Seller may use for collection.

4.        Prices quoted are FOB Shipping Point and except as otherwise indicated, are exclusive of all city, state and federal taxes, payment of which taxes shall be the sole responsibility of Buyer.  Whenever applicable, such tax or taxes will be added to the invoice as a separate charge to be paid by Buyer. All orders of international origin are exported from the US in accordance with the Export Administration Regulations. Diversion contrary to US Law is prohibited. All duties and taxes will be the responsibility of Buyer. All International customers must provide a valid freight account number at time of placement of order. All International shipments must be collect on the Buyer’s account.

5.        Seller warrants its assemblies against defects in the normal use thereof which arise solely from faulty material or workmanship for a period of six (6) months after delivery thereof.  The term "assemblies" as used herein shall mean only those Products which are assembled by Seller and shall not include component parts to any assembly sold by Seller which component parts are in and of themselves finished products.  In the case of Products, which are not assemblies, the warranty delivered to Seller by the manufacturer or other vendor thereof shall, to the extent such assignment is permitted by the terms thereof, be assigned to Buyer and shall be expressly in lieu of any other warranty, express or implied, of or by Seller.  The foregoing warranty, and Buyer's exclusive remedy, hereunder, shall be limited at Seller's election to any one of (I) refund of Buyer's purchase price for such Products (without interest) or (II) repair by Seller or by persons designated by Seller of any Products found to be defective in violation of the foregoing warranty or (III) replacement of any such Product.  Such repair or replacement shall be made or affected within a reasonable time and at no cost to Buyer.  Except as specifically set forth in this paragraph.  SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, OR WITH RESPECT TO THE SITE, THE SERVICE OR THE CONTENT. SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED WARRANTIES OF MERCHANABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT WITH REGARD TO THE PRODUCTS, THE SITE, THE SERVICE, AND THE CONTENT. SELLER DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. SELLER DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS.  Buyer acknowledges that except as set forth in this paragraph neither Seller nor any other such person has made, and Buyer has not relied upon, any express or other warranty, or representation (including, without limitation, advertising materials, brochures or other descriptive literature) concerning any Products.

Buyer understands and agrees that you are personally responsible for your use or inability to use the Products, your reliance upon any information or recommendations provided by Seller, and your behavior on the Site. Except for Buyer's sole and exclusive remedies set forth in the foregoing paragraph, Seller shall have no liability or obligation to Buyer or any other persons for any claim, loss, damage or expense of any kind caused in whole or in part, directly or indirectly by the inadequacy of any Products for any purpose, any deficiency or defect in any Products whether or not covered by any warranty, the use or performance of any Products, any interruption or loss of service, use or performance of any Products, or any special, direct, indirect, incidental, or consequential damage, including, without limitation, personal injury or loss of business or profit, or other damage, whether or not Buyer shall have informed Seller of the possibility or likelihood of such or any other damages.  Buyer agrees to indemnify and hold Seller harmless from any and all liability, loss, cost or damage described in the preceding sentence, except for the sole and exclusive remedies set forth in the foregoing paragraph, from claims from any party or parties (including, without limitation, claims by Buyer's, customers, employees, contractors, subcontractors and agents, or their respective employees and workers' compensation insurance companies or the Buyer's or their subcontractors' workers' compensation insurance companies) for personal injuries or death or damage to property (tangible or intangible) arising out of the existence or use of the Products or any defect in the Products, whether or not such liability, loss, cost or damage is occasioned in whole or in part by any actual or alleged act or omission of Seller, its representatives, employees, subcontractors, vendors or suppliers, or by any defect in the Products whether or not it is contended that Seller contributed thereto in whole or in part or was responsible therefore by reason of non-delegable duty. Additional disclaimers without limiting the disclaimers set forth in section 5:

                A. Products sold by Seller are not authorized for use in any manner as a component of a life support device or system, whose failure to perform can be reasonably expected to cause the failure of the life support device or system, or to affect its safety or effectiveness.

                B. Seller offers its Technical Assistance and Support Services solely as a convenience to Buyer. Seller strives to provide useful information regarding the Products. Seller does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Seller shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. Buyer is solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Seller’s personnel, and any reliance on such information or recommendation is at your sole risk and discretion.

                C. The content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Seller therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Seller does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

6.        All Products are shipped at Buyer's risk and Seller's responsibility for damage to Products ceased when the Products were delivered to the carrier or to Buyer or Buyer's agent at Seller's facility, at which time delivery to Buyer was deemed to have been made.  Buyer is responsible for storage charges in the event the Products were sold by Seller at the request of Buyer pending shipping instructions.  In the absence of instructions as to shipping, Seller has selected a carrier who is not an agent for Seller and Seller has no liability for such shipment.

7.        Title to the Products sold hereunder passes to Buyer upon delivery.  Buyer agrees, however, that Seller shall retain a purchase money security interest in all Products sold by Seller to Buyer, and to all Products now or hereafter acquired by Buyer (the "collateral"), and to any proceeds thereof, until the purchase price and any other charges due to Seller shall have been paid in full.  Buyer agrees to execute any financing statements or other documents as Seller may request in order to protect Seller's security interest.  Upon any default by Buyer hereunder, Seller shall have all rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies shall be cumulative and not exclusive.

8.        Seller's obligation to indemnify for patent or trademark infringement is expressly, LIMITED TO ANY INDEMNIFICATION WHICH SELLER'S VENDOR HAS AGREED IN WRITING TO PROVIDE (OR BY OPERATION OF LAW HAS BEEN DEEMED TO PROVIDE) TO SELLER IN THE EVENT OF PATENT OR TRADEMARK INFRINGEMENT ALLEGATIONS MADE AGAINST SUCH VENDOR'S PRODUCTS.

9.        All Products shall be deemed acceptable by Buyer unless, within thirty (30) days from the delivery date of Product, Buyer shall notify Seller in writing that such Products are damaged or defective.  Any claims for shortage must be made to Seller in writing within ten (10) days from the delivery date.  All claims and returns must be submitted to Seller's facility issuing the Product.  All returns must be authorized by Seller, and no returns may be made without Seller's standard "Return Authorization Form".

                To facilitate processing of returned merchandise:

                A. Contact a Customer Service Representative to obtain an RMA (Return Merchandise     Authorization number prior to returning product.

                B. All returns should be made within 30 days of date of invoice and be accompanied by the original invoice number and a brief explanation of the reason for the return.

                C. Return freight charge must be prepaid. COD returns will not be accepted.

                D. Defective merchandise may be returned within 30 days of the original invoice date and need not be in original packaging.

10.     In the event of Buyer's default in payment for the Products, Buyer shall be responsible for all reasonable costs and expenses incurred by Seller in collection of any sums owing by Buyer and Seller shall not be obligated to make any further deliveries to Buyer.  Such reasonable costs and expenses shall include, but not be limited to, reasonable attorney's fees.  Should Buyer elect to cancel its order, Buyer shall be liable to Seller for reasonable cancellation charges which shall include, but not be limited to, all costs and expenses incurred by Seller in connection with procuring and filling Seller's order, but shall not exceed the actual resale price of the Products with respect to which the order was cancelled.

11.     Seller will not be liable for any failure or delay in the performance of orders or contracts or in the delivery or shipment of Products, or for any damages suffered by Buyer by reason of such delay, when such delay is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation delays, delays in deliveries by Seller's vendors or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond its control.

12.      All sales shall be governed by the laws of the State of New Jersey.

13.       No order or Customer obligation may be cancelled, rescheduled, reconfigured, or assigned without Tonar's prior written authorization and, in such event, the customer will be liable to Tonar for any additional costs and expenses incurred by Tonar including inventory on hand and on back order with the factory that cannot be cancelled.  Prices are subject to change by Tonar upon customer rescheduling or reconfiguration of orders.  Prices are also subject to change in response to supplier price increases or if a price has been quoted in error.

14.      All sales shall be made only upon the terms and conditions set forth herein and in any document of Seller.  Buyer, by accepting the Products, shall be deemed to have assented to the terms and conditions set forth by Seller, notwithstanding any terms contained in any prior or later communication from Buyer and whether or not Seller shall specifically or expressly object to any such terms.  The terms and conditions set forth herein may in some instances conflict with some of the terms and conditions set forth in the purchase order or other document used by Buyer.  Seller's failure to object to any provisions contained in any document or other communication from Buyer shall not be deemed a waiver of any of the terms hereof.  Any changes in the terms and conditions set forth herein must be specifically agreed to in writing by a duly authorized officer of Seller before becoming binding on either Seller or Buyer.

15.       Upon placing an order Seller may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing Buyer’s order. Your placement of an order is an offer to purchase our Products. Seller may accept your order by processing your payment and shipping Product, or may, for any reason; decline to accept your order or any part of your order. Seller may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. No order shall be considered to be accepted by Seller until the Product has been shipped. If we decline to accept your order, we will attempt to notify you using the email address or other contact information provided with your order.

16.      When an order is placed, Buyer is required to provide a valid email address, which Seller may use to communicate with you regarding the status of your order, advise shipment of backordered products, and to provide any other notices, disclosures or other communication relating to your order. Buyer agrees that Seller will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide a valid email address.

17.      You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. You agree not to add to, subtract from, or otherwise modify the Content. You agree not to use the Site in any manner that might interfere with the rights of third parties.

18.      If you are dissatisfied with the Site, the Service, the Content, or with the terms of use, Buyer’s sole and exclusive remedy is to discontinue using the Site. You acknowledge, by your use of the Site, that your use of the Site is at your sole risk.

19.      Seller makes every effort to provide current and accurate information relating to the Products and prices, but does not guarantee the currency or accuracy of any such information. Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to Seller’s acceptance of order. In the event we discover a material error in the description or availability of a Product that affects Buyer’s outstanding order with Seller, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order.      

20.      This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.  No waiver by Seller of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable; it will not impact any other provision of the Agreement, all of which will remain in full force and effect. Any and all disputes relating to this Agreement, or your use of the Site (collectively, “Disputes”) are governed by, and will be interpreted in accordance with, the laws of the State of New Jersey, without regard to any conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any Dispute will be venued in a state or federal court situated in New Jersey, and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose.

 

 

 

 

 


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