TERMS AND CONDITIONS FOR SITE USE
1. Use of Site. By use of this web site (the “Site”) of ARC Abrasives, Inc.(“ARC Abrasives”), you agree to all of the terms, conditions, and notices contained or referenced in this Site (the “Terms and Conditions”). If you do not agree to these Terms and Conditions, do not use this Site. ARC Abrasives reserves the right to update or revise these Terms and Conditions without prior notice. The Terms and Conditions are effective from the time they are posted on the Site. Your continued use of this Site following the posting of any changes to the Terms and Conditions constitutes acceptance of those changes.
2. Copyright. The content of this Site is protected by copyright. You may not copy, distribute, or create derivative works from any part of this Site (including its graphics, pictorial matter, and text) without the prior written consent of ARC Abrasives. You may, however, print portions of this site for references purposes only.
3. Trademarks. ARC ABRASIVES, INC.® is a registered trademark of ARC ABRASIVES INC. Other names, logos, designs, titles, words, or phrases within this Site, including but not limited to MAXBAK®, ARC BLU®, ARCSTRIP®, PREDATOR® and BRIGHT BUFF™ are trademarks or tradenames of ARC Abrasives and may not be used without the prior written permission of ARC Abrasives. ARC Abrasives claims no interest in marks owned by other entities not affiliated with ARC Abrasives which may appear on this Site.
5. No Endorsement. ARC Abrasives does not endorse, sponsor, or recommend any ideas, products, or services by a third party who has linked to this Site. Any links to third party web sites are not an endorsement, sponsorship, or recommendation of the third parties or the third parties’ ideas, products, or services. Similarly, any references in this Site to third parties and their products or services do not constitute an endorsement, sponsorship, or recommendation.
6. No Guaranty of International Service or Compliance. This Site was designed for and is operated in the United States. This Site may be viewed internationally and may refer to ARC Abrasives products, services, and programs that are not available in your country or state. These references do not imply that ARC Abrasives intends to provide those products, services, or programs in your country or state. You are responsible for compliance with all laws applicable to the location from which the site is accessed and viewed.
7. DISCLAIMER OF WARRANTIES. THE MATERIAL IN THIS WEB SITE IS PROVIDED “AS IS,” WITHOUT ANY KIND OF WARRANTY. THE MATERIAL ON THIS WEB SITE IS NOT A WARRANTY AS TO ANY PRODUCT OR SERVICE PROVIDED BY ARC ABRASIVES OR ITS SUBSIDIARIES, AFFILIATES, COMPANIES, OR RELATED ENTITIES. WARRANTIES, IF ANY, ACCOMPANY THE PRODUCT OR SERVICE WHEN PURCHASED BY A CUSTOMER.
8. LIMITATION OF LIABILITY. ARC ABRASIVES IS NOT LIABLE FOR ANY ERRORS, DELAYS, INACCURACIES, OR OMISSIONS IN THIS SITE OR ANY SITES THAT ARE LINKED TO, OR REFERRED TO BY, THIS SITE. IN NO EVENT WILL ARC ABRASIVES BE LIABLE FOR ANY DAMAGES CAUSED BY OR IN CONNECTION WITH USE OF THIS SITE OR USE OF ANY SITE LINKED TO THIS SITE. UNDER NO CIRCUMSTANCES SHALL ARC ABRASIVES BE LIABLE FOR ANY DAMAGES, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE WHETHER BASED ON ACTIONS IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ARC ABRASIVES HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGE.
9. Attorney’s Fees. In the event of litigation relating to the use of the Site, or any legal or equitable right, remedy or claim under or with respect to the Terms and Conditions, the prevailing party shall be entitled to reasonable attorney’s fees.
10. Jurisdiction and Venue. You and ARC Abrasives agree that the laws of the State of Ohio will apply to all matters arising from or relating to use of this Site, whether for claims in contract, tort, or otherwise, without regard to conflicts of laws principles. You and ARC Abrasives also agree and hereby submit to the exclusive personal jurisdiction and venue of the Miami County Common Pleas Court in Troy, Ohio and the United States District Court for the Southern District of Ohio with respect to such matters.
11. Entire Agreement. These Terms and Conditions constitute the entire agreement between you and ARC Abrasives with respect to your use of this Site and supersede all prior or contemporaneous communications and proposals, whether oral, written, or electronic, between you and ARC Abrasives with respect to this Site. If any provision(s) of these Terms and Conditions are held invalid or unenforceable, those provisions shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.
TERMS AND CONDITIONS FOR SALES & SERVICES
1. Exclusive Terms and Conditions and Modification. These terms and conditions are incorporated into and made a part of the agreement proposal by ARC ABRASIVES, INC. (“ARC Abrasives”) and the Buyer. The Buyer shall not propose any terms or conditions in its acceptance that change, to any extent, the terms and conditions of this Agreement. Contrary provisions in Buyer’s Purchase Order or any other document that Buyer sends in response to the Agreement, or has sent to Seller to solicit the Agreement, are hereby rejected and are void, no matter whether Buyer tenders to Seller paper form containing Buyer’s terms and conditions, whether sent to Seller electronically via email or any similar electronic medium, or any other means. The terms and conditions of this Agreement constitute the complete and exclusive statement of the terms and conditions of the contract between the parties, superseding all prior agreements, whether written or oral, between the parties. Any conflicting, additional or different terms in Buyer’s documents are objected to by Seller. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be changed with the amendment.
2. Limited Warranty. ARC Abrasives warrants the products we sell to be free from defect in material and workmanship when used under normal conditions at safe operating speeds.
3. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY PROVIDED FOR IN PARAGRAPH 2, ARC ABRASIVES MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF ITS PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4. Limited Exclusive Remedy. The sole and exclusive remedy for defective products shall be return and replacement of the defective product. All claims for defective products must be made within ninety (90) days of receipt of shipment. Time is of the essence. All returns must be authorized and promptly returned by obtaining a Returned Goods Authorization (RGA) number from an ARC Abrasives Customer Service Representative. The RGA number is valid for 30 days from date of issue.
5. Pricing. The prices for products listed in our current Price Guide are Consumer List Prices. All claims of pricing discrepancies must be made within 30 days after invoice date as defined by date of shipment on the order.
6. Minimum Order Amount. Minimum order is $80. Product must be ordered in Standard Package Quantity, as stated in the catalog.
7. Invoice Terms. 1% 15 days net 30 days. Any invoices not paid within terms will be considered delinquent, and all subsequent in-house orders and future orders will be placed on hold until delinquent invoices are paid. A 2% per month late fee will be assessed on the unpaid balance due until all payments have been received.
8. Freight. For all single orders of ARC Abrasives products shipped as one order within the continental United States, to one destination, via our choice of carrier, and having a net invoice value of $500 or more, freight will be prepaid. For all single orders of ARC Abrasives products valued at less than $500, freight will be prepaid and charged. All overseas shipments will be shipped freight collect. Freight will be charged for any special requests for partial shipments or for shipments made by other than normal means.
9. Manufacturing Tolerances. ARC Abrasives reserves the right to over-ship 10% or to under-ship 5% for all non-stock or make-to-order items.
10. Stock Items. Stock items may be returned up to 6 months from the date of purchase. Stock items must be returned in Standard Package Quantity and in ARC Abrasives packaging. Any "stock item" return that is not due to the error of ARC Abrasives will be assessed a 20% re-stocking charge.
11. Non-Stock Items. Requests for return of non-stock items will be reviewed on a case-by-case basis and assessed up to a 50% charge, per the discretion of ARC Abrasives. If approved for return, non-stock items may be returned up to 6 months from the date of purchase and must be returned in Standard Package Quantity and in ARC Abrasives packaging.
12. Title and Risk of Loss. Title and all costs and risks of loss of, damage to and destruction of the goods shall pass and be borne by the Buyer according to the shipping terms F.O.B. shipping point, even though ARC Abrasives may have selected the carrier, notwithstanding arrangements for delivery and payment of freight.
13. Limitation of Liability. In the event that the limited exclusive remedy in paragraph 4 fails of its essential purpose, or is held unenforceable for any reason, ARC Abrasives’ liability for any defects in its products shall not exceed the total charges which have been paid in connection with the order or orders involving such defects. ARC Abrasives shall not in any event be liable for any lost profits, nor for claims demanded against its customers by third parties. ARC Abrasives shall not be liable for loss of use, incidental, indirect, consequential or punitive damages under any circumstances, even if it has been advised of the possibility of such damages.
14. Make-to-Order Items. Specially manufactured, make-to-order items are not returnable.
15. Force Majeure. ARC Abrasives is not responsible for shortages or failure to perform as the result of forces beyond its control, including but not limited to, labor disputes, strikes, lockouts, accidents, fires, delays in manufacturing, transportation and/or delivery of materials, weather, other acts of God, embargos, government action, wars, or claims that are not reported pursuant to paragraph 4; nor will ARC Abrasives accept the return of merchandise without its consent.
16. Attorney’s Fees. Should collection or litigation become necessary, the Buyer agrees to pay all collection or litigation charges including reasonable attorney’s fees and court costs, as authorized by law.
17. Applicable Law and Disputes. This Contract shall be governed, construed, and enforced in accordance with the substantive laws of the State of Ohio, whether for claims in contract, tort, or otherwise, without regard to conflicts of law principles. All disputes, differences, or questions arising out of or relating to any such Contract, or the validity, breach or violation thereof, shall at the option of ARC Abrasives, be initially submitted for mediation in Miami County, Ohio. If ARC Abrasives elects mediation, Seller and Buyer will, by mutual consent, select an independent third party to mediate such controversy or claim, provided that such mediation will not be binding upon any of the parties. If the mediation does not resolve the dispute, the parties agree and hereby irrevocably submit to the exclusive personal jurisdiction and venue of the Miami County Common Pleas Court in Troy, Ohio and the United States District Court for the Southern District of Ohio with respect to such matters. Each party waives any objections it may now or hereafter have to venue or to convenience of forum.
18. WAIVER OF RIGHT TO JURY TRIAL. THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS CONTRACT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF PARTIES WITH RESPECT TO THIS CONTRACT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.
19. Severability. Should any paragraph or provision violate the law and is unenforceable, the rest of the terms and conditions of this Contract shall remain valid and in full force and effect.
20. Assignments and Successors. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties.
21. No Third-Party Rights. Nothing expressed or referred to in this Agreement will be construed to give a person or entity other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to the successor or permitted assignee pursuant to paragraph 20.
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All Rights Reserved.