WEB SITE TERMS AND CONDITIONS OF USE
By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trademark law.
2. Use License
Permission is granted to temporarily download one copy of the materials (information or software) on Milcut’s web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
Modify or copy the materials;
Use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
Attempt to decompile or reverse engineer any software contained on Milcut’s web site;
Remove any copyright or other proprietary notations from the materials; or
Transfer the materials to another person or “mirror” the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Milcut at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
The materials on Milcut’s web site are provided “as is”. Milcut makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Milcut does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall Milcut or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Milcut’s Internet site, even if Milcut or a Milcut authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Revisions and Errata
The materials appearing on Milcut’s web site could include technical, typographical, or photographic errors. Milcut does not warrant that any of the materials on its web site are accurate, complete, or current. Milcut may make changes to the materials contained on its web site at any time without notice. Milcut does not, however, make any commitment to update the materials.
Milcut has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Milcut of the site. Use of any such linked web site is at the user’s own risk.
8. Governing Law
Any claim relating to Milcut’s web site shall be governed by the laws of the State of Wisconsin without regard to its conflict of law provisions.
Any sales made through this web site are governed by Milcut’s Terms and Conditions of Sale, a copy of which follows.
TERMS AND CONDITIONS OF SALE
EXCLUSIVE TERMS. THIS FORM MAY BE CONSTRUED AS AN OFFER OR AN ACCEPTANCE OF AN OFFER. IF THIS IS CONSTRUED AS AN OFFER, IT EXPRESSLY LIMITS ACCEPTANCE BYBUYER TO THE TERMS OF THIS FORM AND CONSTITUTES NOTICE OF OBJECTION TO ANY ADDITIONAL OR DIFFERENT TERMS IN THE ACCEPTANCE. IF THIS FORM IS CONSTRUED AS AN ACCEPTANCE, IT IS EXPRESSLY CONDITIONED ON BUYER’S ASSENT TO ANY ADDITIONAL OR DIFFERENT TERMS CONTAINED HEREIN. No action by Seller shall be construed as acceptance of any additional or different terms in Buyer’s form. Buyer shall be deemed to have accepted the terms hereof by signing and returning a copy hereof or by other written indication of acceptance, by accepting any whole or partial shipment of goods from Seller or by making any whole or partial payment to Seller; provided that, the only effect thereof shall be to agree to the terms and conditions hereof.
PRICES AND QUOTATIONS. All quotations are subject to change without notice. All orders are subject to acceptance by Seller. Unless otherwise stated, all orders accepted will be accepted with the understanding that all prices are subject to change without prior notice and shall be those in effect at the date of shipment. All prices are F.O.B. Seller.
TAXES AND FEES. Unless otherwise stated, the prices do not include any manufacturer’s, sales, use, excise or similar taxes, charges or duties, and the amount thereof which Seller is required to pay or collect will be invoiced to Buyer. Buyer shall also pay to Seller any collection fees and reasonable attorneys’ fees incurred by Seller in collecting payment of the purchase price and any other amounts for which Buyer is liable hereunder.
PAYMENT. Payment terms are specified on the front of this form. Seller may require full cash payment in advance of shipment regardless of the terms indicated on the front thereof. If the financial condition of Buyer becomes unsatisfactory in the exclusive judgment of Seller, Seller may, by written notice, cancel this order in whole or in part. Seller may set off any amount due from Buyer, whether or not under this agreement, against any amount that may become due to Buyer hereunder.
DELIVERY; RISK OF LOSS; TITLE; TOOLING. Delivery of goods shall be F.O.B. Seller. The delivery quoted by Seller is its best estimate of lead time as of the date any quotation was prepared. Such lead time is subject to change at any time without further notice. Risk of loss and title shall pass to Buyer upon tender of goods by Seller to the carrier. Goods ready for shipment will not be held by Seller for more than 10 working days. Any claims for loss or damage after risk of loss has passed as herein provided shall be filed with the carrier. Seller shall retain a security interest in the goods until payment in full is received. Except where otherwise specifically provided for, the tool charge quoted does not cover the entire cost, and payment therefor does not convey title to the tools to Buyer or the right to remove them from Seller’s possession. Ownership and possession of such tools shall be retained by Seller for a period of 4 years from the date of Buyer’s last order using such tools. Thereafter, such tools shall be destroyed. Frequency of use and the nature of material will cause tooling to wear out. In such cases, Buyer will be responsible for the cost of tool replacement or repair. Seller shall not be liable for the care or protection of Buyer’s equipment, material or other property being held at Seller’s facility unless otherwise specified and Seller shall not maintain insurance coverage for such purpose.
WARRANTY DISCLAIMER. ANY AND ALL WARRANTIES, GUARANTEES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT, ARE HEREBY EXPRESSLY EXCLUDED FROM THESE TERMS AND CONDITIONS OF SALE. While Seller may from time to time offer recommendations and advice with respect to its products, it is understood that Buyer, in acting on any such recommendation or advice, does so entirely at its own risk.
EXCLUSIVE REMEDY; LIMITATION OF DAMAGES. Seller’s total liability and Buyer’s exclusive remedy under this contract is limited to replacement of any goods which are not of Seller’s standard quality, and such replacement shall be Buyer’s exclusive remedy. No claims for replacement will be considered unless Seller is notified thereof within 20 days after receipt of goods by Buyer. Failure of Buyer to give such notice within such period shall constitute an unqualified acceptance of goods pursuant hereto. Any action by Buyer for breach of contract hereunder must be commenced within 1 year after such cause of action has accrued. Even if the replacement remedy shall be deemed to have failed of its essential purpose under Section 2-719 of the Uniform Commercial Code, Seller shall have no liability to Buyer for consequential damages, such as lost profits, lost revenue, damage to other equipment or liability or injury to a third party.
FLAMMABLE SUBSTANCES. ALL ORGANIC MATERIALS SUCH AS FLEXIBLE FOAM, FELT, RUBBER, COTTON AND WOOD ARE FLAMMABLE. THESE MATERIALS SHOULD NOT BE EXPOSED TO SOURCES OF IGNITION DURING INSTALLATION OR USE. WE RECOMMEND THAT YOU SO INFORM YOUR EMPLOYEES AND CUSTOMERS.
FORCE MAJEURE. Seller is not liable for delays in performance or delivery due to causes beyond its reasonable control, including without limitation, any delay, interruption in or failure of sources to supply materials or equipment; labor disputes; transportation problems; or any government order, contract, priority, or request, whether or not voluntarily assumed. If such a delay occurs, Seller can, at its option, extend the performance or delivery date for a period of time equal to the delay or terminate this agreement.
CANCELLATION; CHANGES; SUSPENSION. Cancellations, changes, suspensions or delays in shipment of Buyer’s order must be confirmed in writing by Buyer and accepted in writing by Seller and are subject to the following: (a) No cancellation, change or suspension shall be accepted by Seller on terms that will not fully reimburse Seller against loss, including recovery of all direct costs incurred, including normal indirect and overhead charges and a normal profit; (b) Buyer will accept delivery of, and pay for the agreed upon price within the payment terms for all products which are completely manufactured and allocable to Buyer’s order at the time such notice of cancellation, change or suspension is received by Seller; (c )Buyer will pay all costs direct or indirect, which are incurred by Seller with regard to products which have not been completely manufactured at the time such notice is received by Seller; (d) If a change by Buyer causes an increase or decrease in the cost of performance by Seller, an equitable adjustment shall be negotiated promptly and the original price quotation shall be modified accordingly.
MISCELLANEOUS. The validity, construction and enforcement of this agreement shall be governed by the laws of the State of Wisconsin. This constitutes the final, complete and exclusive agreement between Seller and Buyer on this subject and supersedes any prior or contemporaneous agreements, whether oral or written thereon. No waiver, alteration or modification of any of the provisions hereof shall be binding on Seller unless in writing and signed by duly authorized representative of Seller and Buyer. All drawings, novel techniques and inventions made by Seller or its agents or employees in the fulfillment of this agreement shall be the property of Seller. Buyer may not assign its rights or duties under this agreement without the prior written consent of Seller.