Terms and Conditions of Sale
Notice: the offer, order confirmation, order acceptance, or sale of the products described on the front side of this document (“products”) is subject to and conditioned upon acceptance by purchaser of the terms contained in this document, any additional or different terms proposed by purchaser are objected to by and will not be binding upon DarTape Technologies Corporation unless specifically asserted to in writing by DarTape Technologies, unless explicitly objected to by purchaser in a writing received by DarTape Technologies not later than five (5) days after the date of this document, these terms and conditions of sale shall apply to this offer, order confirmation, order acceptance, or sale whether or not they applied to a prior purchase by purchaser .
1. Acceptance. This is an exact copy of Purchaser’s order as entered in DarTape’s records. Please notify DarTape at once if it in not correct, otherwise, it will be filled as shown herein and will be considered as having been approved by Purchaser. All quotations are made and all Orders are accepted subject to applicable regulations.
2. Deliveries. Unless otherwise specified by DarTape in writing, all deliveries shall be made via common carrier or some other reasonable means chosen by DarTape. All risk of loss to Products sold shall pass to Purchaser upon delivery by DarTape of such products to a common carrier. Delivery schedules represent DarTape estimates only, and partial deliveries are permissible. DarTape shall not be liable for any delay in the performance of orders or contracts, or in the delivery or shipments of products, or for any damages suffered by purchaser by reason of such delay. Delivery is subject to purchaser maintaining credit satisfactory to DarTape. DarTape may suspend or delay performance of delivery at any time pending receipt of assurances adequate to DarTape in DarTape’s sole discretion, of Purchaser’s ability to pay, including, without limitation, full or partial prepayment or payment of any outstanding amounts owed. Failure to provide such assurances shall entitle DarTape to cancel this contract without further liability or obligation to purchaser.
The seller shall not be liable for delays or defaults in delivery caused by strikes, fires, floods, differences with workmen, shortages of raw material, fuel or labor, interruption of transportation or any other causes beyond seller’s reasonable control.
3. Prices. Unless otherwise specified by DarTape on the front side of this document, prices are quoted F.O.B. DarTape’s place of business. Prices are subject to adjustments for changes in cost of materials or cost of manufacturing as may be directly incurred by DarTape between the date hereof and the date on which such materials are utilized by DarTape in fulfilling this order. Prices do not include sales, use, excise, privilege, or any similar tax levied by any government, and Purchaser shall pay any such applicable tax. Orders for non-standard or custom made products manufactured specifically for Buyer may be cancelled only prior to the commencement of manufacture and to the extent that Seller is able to effect cancellation of materials ordered for the manufacture of such Products.
4. Terms of Payment. Unless otherwise specified by DarTape on the front side of this document, the purchase price for Products shall be due in full by Purchaser on tender of delivery of Products. Extension of credit, if any, may be changed or withdrawn by DarTape at any time. Invoices not paid within thirty (30) days after their due date will be subject to carrying charges. Carrying charges shall accrue and be added to the unpaid balance in the amount of one and one half percent (1-1/2%) per month of any overdue unpaid balance, or the maximum rate permitted by law, whichever is less. Purchaser shall reimburse DarTape including, without limitation, reasonable attorneys fees, of any overdue amount owed by Purchaser to DarTape. Purchaser may not hold back or off-set any amounts owed to DarTape in satisfaction of any claims asserted by Purchaser against DarTape. If Buyer fails to fulfill the terms of payment of any Order placed with Seller, Seller may defer further manufacture or shipment of Orders until such payment is made or at its option, cancel this Order.
5. Returned Products and Claims. Within five (5) days after Purchaser’s receipt of Products, Purchaser must give written notice to DarTape of any claimed nonconformity with DarTape’s specifications. Purchaser’s failure to comply with this section 5 shall constitute irrevocable acceptance by Purchaser of such Products and shall bind Purchaser to pay to DarTape the full price of such Products. Accepted Products shall not be retuned without DarTape’s prior written consent and will incur a 20% restocking charge.
6. Cancellation/Changes. Purchaser may not cancel or change an Order once placed with and accepted by DarTape except with the prior written consent of DarTape and upon terms that will indemnify DarTape against any loss.
7. Limited Warranty. DarTape warrants the Products to be free from defects in material and workmanship for a period of three (3) months from the date of sale by DarTape. Except for this warranty and the warranty against patent and trademark infringement provided in Section 9 thereof, there are no other warranties which extend beyond the description on the face hereof, and DarTape makes no warranty, express of implied, of merchantability or fitness for particular use or otherwise with respect to the products, whether used singly or in combination with other substances or in any process, except that the products sold hereunder shall conform to DarTape’s standard specifications. DarTape shall not be liable to Purchaser or anyone claiming through Purchaser for any special, indirect, incidental or consequential damages of any kind whatsoever, whether such damages arise out of use, failure of, defects in, delay in delivery of nondelivery of the products or otherwise. DarTape’s liability for defective workmanship shall in no event exceed the lesser of (i) the contract price of defective Products delivered or (ii) in situations where reworking of the products will, in DarTape’s sole discretion, correct the defect, the cost of direct labor, materials and transportation charges involved in such reworking. DarTape assumes no liability with respect to any recommendations, technical advice or assistance furnished by DarTape covering the use of the Products.
8. Patent. Purchaser shall, at its expense, indemnify and hold DarTape harmless from and against any claim, liability, expense (including reasonable attorneys fees) or loss resulting from any infringement of any patent, trademark, copyright, or other property interest of a third party arising out of DarTape’s compliance with any of Purchaser’s designs, specifications, or instructions. If DarTape requests Purchaser shall defend DarTape at Purchaser’s sole expense, in any suit brought against DarTape alleging such infringement, provided that DarTape gives Purchaser prompt notice of such suit, and DarTape gives reasonable assistance, at Purchaser’s sole expense, to Purchaser with such suit.
9. Ownership of Drawings, Patents and other Property. All trade secrets, drawings, illustrations, negatives, dies, dimensions, specifications, performance projections, designs, plans, computations, and descriptions prepared by DarTape in connection with any work, quotation, or contract, whether of Products or general engineering or other arrangements are DarTape’s property and must not be copied or disclosed to any other persons or used for any purpose whatsoever without DarTape’s prior written consent. Any patent or registered designs developed or otherwise acquired by DarTape shall be the property of DarTape. Artwork, composition, and comprehensives which are billed to and paid for by Purchaser shall be released to Customer on request, however, DarTape will not be responsible for any such materials left in its possession and not used for more than two years. DarTape warrants that any products sold pursuant to this contract, except as the same are made specifically for Purchaser according to Purchaser’s specifications do not infringe any valid U.S. Patent or trademark. His warranty is given under condition that Purchaser promptly notify DarTape of any claim or suit involving Purchaser in which such infringement is alleged, that Purchaser permit DarTape to control completely the defense or compromise of any such allegation or infringement and that Purchaser provide DarTape such reasonable assistance in response and prosecution of any defense as DarTape may request, at DarTape’s expense. DarTape reserves the right to discontinue shipments of any Products that manufacture, sale or use of which in DarTape’s opinion would involve patent or trademark infringement.
10. Overruns. DarTape reserves the right to deliver an overrun or underrun not to exceed 15% the range specified on the face of this order.
11. Shelf Life: DarTape makes no warranties for shelf life, Our tapes are susceptible to change due to various influences including temperature and humidity of storage and the surrounding environment during application.
12. Storage. If the Products are not shipped within15 days of Purchaser’s original requested shipment date, or after notification to the Purchaser that they are ready for shipping, for any reason beyond DarTape’s reasonable control, including but not limited to Purchaser’s failure to give shipping instructions or delay in need, DarTape may store Products at the Purchaser’s risk in a warehouse or upon DarTape’s premises, and the Purchaser shall pay all handling, transportation and storage charges at the prevailing commercial rates upon submission of invoices therefore.
13. Assignment. Purchaser may not assign its rights or obligations hereunder without the prior written consent of DarTape and any purported assignment without such consent shall be of no effect.
14. Choice of Law. This document and any dispute or claim relating to it shall in all respects be governed by and construed according to the laws of the State of South Carolina without regard to its conflicts of law provisions. Unless DarTape elects to arbitrate pursuant to Paragraph 15, all disputes shall be brought in the state courts of South Carolina or the appropriate United States District Courts of South Carolina.
15. Jury Waiver. Purchaser agrees at DarTape’s option to waive trial by jury in any action between them arising out of this document.
16. Arbitration. At DarTape’s option, any controversy or claim arising out of or relating to this document shall be settled by arbitration in accordance with the commercial arbitration rules of American Arbitration Association. The arbitrators shall have no right to award punitive or exemplary damages.
17. Entire Agreement. This provisions contained on the front side hereof are incorporated into these terms and condition of sale by reference. Purchaser and DarTape acknowledge that these terms and conditions of sale, together with DarTape’s invoice, constitute the entire agreement between the Purchaser and DarTape with regard to the sale or transfer of Products and supersede all prior oral or written statements of any kind made by the parties or their representatives. These Terms and Conditions of Sale may not be amended, modified or supplemented except by written agreement executed by the Purchaser and DarTape. The Terms and Conditions of Sale are herby deemed by the parties to be severable and the invalidity or unenforceability of one provision shall not affect the validity or enforceability of any other provision.
Notice: the offer, order confirmation, order acceptance, or sale of the products described on the front side of this document (“products”) is subject to and conditioned upon acceptance by purchaser of the terms contained in this document, any additional or different terms proposed by purchaser are objected to by and will not be binding upon DarTape Technologies Corporation unless specifically asserted to in writing by DarTape Technologies, unless explicitly objected to by purchaser in a writing received by DarTape Technologies not later than five (5) days after the date of this document, these terms and conditions of sale shall apply to this offer, order confirmation, order acceptance, or sale whether or not they applied to a prior purchase by purchaser .
1. Acceptance. This is an exact copy of Purchaser’s order as entered in DarTape’s records. Please notify DarTape at once if it in not correct, otherwise, it will be filled as shown herein and will be considered as having been approved by Purchaser. All quotations are made and all Orders are accepted subject to applicable regulations.
2. Deliveries. Unless otherwise specified by DarTape in writing, all deliveries shall be made via common carrier or some other reasonable means chosen by DarTape. All risk of loss to Products sold shall pass to Purchaser upon delivery by DarTape of such products to a common carrier. Delivery schedules represent DarTape estimates only, and partial deliveries are permissible. DarTape shall not be liable for any delay in the performance of orders or contracts, or in the delivery or shipments of products, or for any damages suffered by purchaser by reason of such delay. Delivery is subject to purchaser maintaining credit satisfactory to DarTape. DarTape may suspend or delay performance of delivery at any time pending receipt of assurances adequate to DarTape in DarTape’s sole discretion, of Purchaser’s ability to pay, including, without limitation, full or partial prepayment or payment of any outstanding amounts owed. Failure to provide such assurances shall entitle DarTape to cancel this contract without further liability or obligation to purchaser.
The seller shall not be liable for delays or defaults in delivery caused by strikes, fires, floods, differences with workmen, shortages of raw material, fuel or labor, interruption of transportation or any other causes beyond seller’s reasonable control.
3. Prices. Unless otherwise specified by DarTape on the front side of this document, prices are quoted F.O.B. DarTape’s place of business. Prices are subject to adjustments for changes in cost of materials or cost of manufacturing as may be directly incurred by DarTape between the date hereof and the date on which such materials are utilized by DarTape in fulfilling this order. Prices do not include sales, use, excise, privilege, or any similar tax levied by any government, and Purchaser shall pay any such applicable tax. Orders for non-standard or custom made products manufactured specifically for Buyer may be cancelled only prior to the commencement of manufacture and to the extent that Seller is able to effect cancellation of materials ordered for the manufacture of such Products.
4. Terms of Payment. Unless otherwise specified by DarTape on the front side of this document, the purchase price for Products shall be due in full by Purchaser on tender of delivery of Products. Extension of credit, if any, may be changed or withdrawn by DarTape at any time. Invoices not paid within thirty (30) days after their due date will be subject to carrying charges. Carrying charges shall accrue and be added to the unpaid balance in the amount of one and one half percent (1-1/2%) per month of any overdue unpaid balance, or the maximum rate permitted by law, whichever is less. Purchaser shall reimburse DarTape including, without limitation, reasonable attorneys fees, of any overdue amount owed by Purchaser to DarTape. Purchaser may not hold back or off-set any amounts owed to DarTape in satisfaction of any claims asserted by Purchaser against DarTape. If Buyer fails to fulfill the terms of payment of any Order placed with Seller, Seller may defer further manufacture or shipment of Orders until such payment is made or at its option, cancel this Order.
5. Returned Products and Claims. Within five (5) days after Purchaser’s receipt of Products, Purchaser must give written notice to DarTape of any claimed nonconformity with DarTape’s specifications. Purchaser’s failure to comply with this section 5 shall constitute irrevocable acceptance by Purchaser of such Products and shall bind Purchaser to pay to DarTape the full price of such Products. Accepted Products shall not be retuned without DarTape’s prior written consent and will incur a 20% restocking charge.
6. Cancellation/Changes. Purchaser may not cancel or change an Order once placed with and accepted by DarTape except with the prior written consent of DarTape and upon terms that will indemnify DarTape against any loss.
7. Limited Warranty. DarTape warrants the Products to be free from defects in material and workmanship for a period of three (3) months from the date of sale by DarTape. Except for this warranty and the warranty against patent and trademark infringement provided in Section 9 thereof, there are no other warranties which extend beyond the description on the face hereof, and DarTape makes no warranty, express of implied, of merchantability or fitness for particular use or otherwise with respect to the products, whether used singly or in combination with other substances or in any process, except that the products sold hereunder shall conform to DarTape’s standard specifications. DarTape shall not be liable to Purchaser or anyone claiming through Purchaser for any special, indirect, incidental or consequential damages of any kind whatsoever, whether such damages arise out of use, failure of, defects in, delay in delivery of nondelivery of the products or otherwise. DarTape’s liability for defective workmanship shall in no event exceed the lesser of (i) the contract price of defective Products delivered or (ii) in situations where reworking of the products will, in DarTape’s sole discretion, correct the defect, the cost of direct labor, materials and transportation charges involved in such reworking. DarTape assumes no liability with respect to any recommendations, technical advice or assistance furnished by DarTape covering the use of the Products.
8. Patent. Purchaser shall, at its expense, indemnify and hold DarTape harmless from and against any claim, liability, expense (including reasonable attorneys fees) or loss resulting from any infringement of any patent, trademark, copyright, or other property interest of a third party arising out of DarTape’s compliance with any of Purchaser’s designs, specifications, or instructions. If DarTape requests Purchaser shall defend DarTape at Purchaser’s sole expense, in any suit brought against DarTape alleging such infringement, provided that DarTape gives Purchaser prompt notice of such suit, and DarTape gives reasonable assistance, at Purchaser’s sole expense, to Purchaser with such suit.
9. Ownership of Drawings, Patents and other Property. All trade secrets, drawings, illustrations, negatives, dies, dimensions, specifications, performance projections, designs, plans, computations, and descriptions prepared by DarTape in connection with any work, quotation, or contract, whether of Products or general engineering or other arrangements are DarTape’s property and must not be copied or disclosed to any other persons or used for any purpose whatsoever without DarTape’s prior written consent. Any patent or registered designs developed or otherwise acquired by DarTape shall be the property of DarTape. Artwork, composition, and comprehensives which are billed to and paid for by Purchaser shall be released to Customer on request, however, DarTape will not be responsible for any such materials left in its possession and not used for more than two years. DarTape warrants that any products sold pursuant to this contract, except as the same are made specifically for Purchaser according to Purchaser’s specifications do not infringe any valid U.S. Patent or trademark. His warranty is given under condition that Purchaser promptly notify DarTape of any claim or suit involving Purchaser in which such infringement is alleged, that Purchaser permit DarTape to control completely the defense or compromise of any such allegation or infringement and that Purchaser provide DarTape such reasonable assistance in response and prosecution of any defense as DarTape may request, at DarTape’s expense. DarTape reserves the right to discontinue shipments of any Products that manufacture, sale or use of which in DarTape’s opinion would involve patent or trademark infringement.
10. Overruns. DarTape reserves the right to deliver an overrun or underrun not to exceed 15% the range specified on the face of this order.
11. Shelf Life: DarTape makes no warranties for shelf life, Our tapes are susceptible to change due to various influences including temperature and humidity of storage and the surrounding environment during application.
12. Storage. If the Products are not shipped within15 days of Purchaser’s original requested shipment date, or after notification to the Purchaser that they are ready for shipping, for any reason beyond DarTape’s reasonable control, including but not limited to Purchaser’s failure to give shipping instructions or delay in need, DarTape may store Products at the Purchaser’s risk in a warehouse or upon DarTape’s premises, and the Purchaser shall pay all handling, transportation and storage charges at the prevailing commercial rates upon submission of invoices therefore.
13. Assignment. Purchaser may not assign its rights or obligations hereunder without the prior written consent of DarTape and any purported assignment without such consent shall be of no effect.
14. Choice of Law. This document and any dispute or claim relating to it shall in all respects be governed by and construed according to the laws of the State of South Carolina without regard to its conflicts of law provisions. Unless DarTape elects to arbitrate pursuant to Paragraph 15, all disputes shall be brought in the state courts of South Carolina or the appropriate United States District Courts of South Carolina.
15. Jury Waiver. Purchaser agrees at DarTape’s option to waive trial by jury in any action between them arising out of this document.
16. Arbitration. At DarTape’s option, any controversy or claim arising out of or relating to this document shall be settled by arbitration in accordance with the commercial arbitration rules of American Arbitration Association. The arbitrators shall have no right to award punitive or exemplary damages.
17. Entire Agreement. This provisions contained on the front side hereof are incorporated into these terms and condition of sale by reference. Purchaser and DarTape acknowledge that these terms and conditions of sale, together with DarTape’s invoice, constitute the entire agreement between the Purchaser and DarTape with regard to the sale or transfer of Products and supersede all prior oral or written statements of any kind made by the parties or their representatives. These Terms and Conditions of Sale may not be amended, modified or supplemented except by written agreement executed by the Purchaser and DarTape. The Terms and Conditions of Sale are herby deemed by the parties to be severable and the invalidity or unenforceability of one provision shall not affect the validity or enforceability of any other provision.