Terms and Conditions for Toboa Energy Resources LLC USA
Website Usage Restriction
You may access and view the content appearing on this Website for personal, non-commercial use only. You may download and/or copy portions of the content for personal, non-commercial use only, provided that 1) retain all copyright, trademark or other proprietary notices, water mark insignia’s, logo’s contained on the website 2) may not modify or alter the content in any way and 3) may not make content available to any third party. Toboa Energy Resources LLC reserves complete title and full intellectual property rights in any content download from this Website.
You agree to use this Website only for lawful purposes. The following are included, but not limited to, in strictly prohibited actions: i) misrepresenting the identity of a user; ii) tampering in any way with this Website; and iii) conducting any type of fraudulent activity.
Links to Third Party Sites
Please be aware when redirected to another web site through this one, Toboa Energy Resources LLC can accept no responsibility for your experience with the linked site. Links to other sites are provided for entertainment only. You are making independent personal decisions regarding your interactions or communications with any other website.
We welcome your comments regarding this site. All comments, feedback, notes, messages, ideas, suggestions or other communications transmitted to Toboa Energy Resources LLC will be treated as non-confidential and non-proprietary correspondence. All communications to Toboa Energy Resources LLC become the exclusive property of Toboa Energy resources LLC. By knowing this you agree that by transmitting any communication you relinquish all rights and interests in same. Toboa Energy resources LLC shall be free to reproduce, use, disclose, and distribute these communications to third parties without restriction. Toboa Energy Resources LLC shall be free to use any information including ideas, concepts, know-how or techniques contained in such information for any purpose including but not limited to developing, manufacturing, and marketing products incorporating such information. Therefore; Toboa Energy Resources LLC discourages you from transmitting information that you do not wish to assign to Toboa Energy Resources LLC, including confidential information or creative ideas. Furthermore, you will take all responsibility for the content of your communication and warrant that it does not violate any law, statute, ordinance or regulation or the intellectual property rights of third parties. Based upon Toboa Energy Resources LLC Terms Conditions, You agree that Toboa Energy Resources LLC may copy all or part of your communication in any response(s) it makes to you.
All product names, logos, trademarks, as well as other marks and trade names on this Website are the properties of Toboa Energy Resources LLC, or their respective owners. You may not use, reproduce, copy or manipulate such logos in any manner without the prior written consent of the owner.
The entire contents of this Website, including but not limited to the name, text, images, music, sound, photographs, video, illustrations, icons, graphics, headers, data, information, and software (collectively, “Content”) are subject to copyright, trademark, or other proprietary rights or licenses held by Toboa Energy resources LLC its affiliates or by third parties who have licensed their rights to Toboa Energy Resources LLC. All content is copyrighted as a collective work under the U.S. and international copyright laws and Toboa Energy resources LLC owns, to the fullest extent allowed by such law, the copyright in the arrangement, coordination, enhancement and selection of such Content or this Website. Except as provided in this agreement, No one may distribute, publish, transmit, reuse, repost, “and frame” the content in any manner or sell or attempt to sell the content.
Accuracy and Content
Toboa Energy Resources LLC provides information to its clients and is working hard to ensure that the information provided on the Toboa Energy Resources LLC website or in any Toboa Energy resources LLC catalog or advertisements are accurate and up-to-date. Due to the risk that the information may be compromised by human, software, or procedural errors, Toboa Energy Resources LLC does not guarantee the accuracy or completeness of the information provided on this site or in any Toboa Energy Resources LLC catalog or advertisement. Toboa Energy Resources LLC reserves the right to make unannounced changes, correct any errors, inaccuracies or omissions and to modify or update information at any time without prior notice regardless of order state. We are very conscientious about order errors and work closely with our clients to resolve issues surrounding such website inaccuracies or omissions that may relate to product description, pricing and availability. Photos may not accurately represent every product and may vary. Pricing and shipping & handling rates are subject to change without notice. We will do our best to satisfy your product needs.
Toboa Energy Resources LLC does not warrant the accuracy, integrity or completeness of the content provided in this Website or in any Toboa Energy Resources LLC catalog or advertisement, including any advice or other similar information obtained by you from us though this Website or in any Toboa Energy Resources LLC catalog or advertisement. Toboa Energy Resources LLC makes no representation that the content provided in this Website or in any Toboa Energy Resources LLC catalog or advertisement is applicable or appropriate for use in locations outside the United States.
No Warranties; Limitation of Liability for Website and Catalog
In no event shall Toboa Energy Resources LLC, its Directors, Officers, Employees, Affiliates, Successors, or Assigns or Other Representatives be liable, whether in contract, warranty, tort (including negligence-whether active, passive or imputed), product liability, strict liability, or other theory, to you, or any other person or entity for any damages (including, without limitation, any direct, indirect, incidental, special, exemplary, punitive or consequential damages) arising out of or in connection with any use of, inability to use, or results of use of, this Website, Toboa Energy Resources LLC catalog or any type of Toboa Energy Resources LLC advertisement or any content on this Website, Toboa Energy Resources LLC catalog or any type of Toboa Energy Resources LLC advertisement, even if Toboa Energy Resources LLC or its Representative has been advised of the possibility of such damages. If you are dissatisfied with this Website, Toboa Energy Resources LLC catalog or any type of Toboa Energy Resources LLC advertisement and the content contained therein or these Terms and Conditions, your sole and exclusive remedy is to discontinue use of this Website, Toboa Energy Resources LLC catalog or any type of Toboa Energy Resources LLC advertisement. If any portion of this limitation is found to be invalid or unenforceable for any reason, then Toboa Energy Resources LLC’s total liability to you shall in no event exceed one hundred United States dollars (US $100.00). Some states do not allow the exclusion and limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
No Warranties; Limitation of Liability for Merchandise
All merchandise listed in this Website, Toboa Energy Resources LLC catalog or any type of Toboa Energy Resources LLC advertisement are “as is” (to the extent allowed by law) and, unless otherwise specifically noted by the product manufacturer, are without warranties of any type, express or implied. Toboa Energy Resources LLC disclaims all warranties, including, but not limited to, the Implied Warranty of Merchantability and the Implied Warranty of Fitness, for a particular purpose. Toboa Energy Resources LLC disclaims any liability for product defect claims that are due to product misuse, improper product selection and/or misapplication and any description, picture or other information communicated does not express or imply a warranty that the products are merchantable or fit for a particular purpose. Any liability for consequential, incidental, special, exemplary, or punitive damages are expressly disclaimed. Toboa Energy Resources LLC’s liability in all events is limited to, and shall not exceed, the purchase price paid for the product that gives rise to any liability.
All purchase orders are accepted by Seller at its General Offices in Kenosha, Wisconsin. Seller’s acceptance of any purchase order it receives is expressly limited to the exact terms contained here and in this Seller’s Acknowledgment. Additional or different terms contained in Purchaser’s offer or any attempt by Purchaser to vary any of the terms here and in Seller’s Acknowledgment shall be rejected but such proposal shall not operate as a rejection of Purchaser’s offer unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods or services to be provided hereunder, in which case such additional or different terms shall be deemed material and such offer shall be deemed accepted without said additional or different terms or attempted variations. Acceptance by Seller of any purchase order containing terms additional to or different from the terms contained in this Seller’s Acknowledgment or containing modifications of the terms contained here and in Seller’s Acknowledgment shall not be deemed as assent to those additional, different or modified terms. Purchaser’s receipt of Seller’s Acknowledgment without prompt written objection thereto, or Purchaser’s acceptance of all or any part of the goods or services ordered from Seller, shall constitute assent by Purchaser to the terms contained here and in Seller’s Acknowledgment. If this Seller’s Acknowledgment shall be deemed an offer by Seller to sell goods or services to Purchaser, such offer is expressly limited to the exact terms contained herein. The dispatch of a purchase order by Purchaser shall then constitute Purchaser’s acceptance of these Standard Terms and Conditions of Sale and Seller’s Acknowledgment. If this Seller’s Acknowledgment is deemed an offer as aforesaid, any proposal by Purchaser for additional or different terms or any attempt by Purchaser to vary any of the terms of this Seller’s Acknowledgment in Purchaser’s purchase order is hereby objected to and rejected; provided, however, that any such proposal by Purchaser shall not operate as a rejection of Seller’s offer unless it contains variances in the terms of the description, quantity, price or delivery of the goods or services to be provided hereunder, in which case any such proposal shall be deemed material, and this Seller’s Acknowledgment shall be deemed accepted without said additional or different terms or attempted variations.
The full amount billed or contracted for is due and payable in advance to shipment and delivery of the goods or performance of services. Unless otherwise specified, 100% of the price quoted for any tooling is to be paid with the placement of the order to Seller.
Any tax which the Seller may be required to pay or collect through assessment or otherwise, under any existing or future law upon or with respect to the sale, purchase, delivery, transportation, storage, processing, use or consumption of any goods or services described herein, including, without limitation, taxes upon or measured by receipt from sales or services (but excluding taxes based upon the income of Seller), shall be for the account of Purchaser and be added to the price of such goods or services. Purchaser shall promptly pay the amount thereof to Seller upon demand but may in lieu of such payment, furnish to Seller evidence of the issuance of tax exemption certificates acceptable to the appropriate taxing authorities.
Except as otherwise provided, all price quotations are valid for thirty (30) days. Prices are based on costs prevailing on the date of quotation and, therefore, are subject to change at any time to reflect increased costs. Prices are quoted on samples, blueprints, or drawings on hand, and any modification thereof subjects this quotation to adjustment. Quotations are is based on the continuous production of the quantity specified.
All orders are subject to the approval of Seller’s Credit Department, and Seller may at any time refuse to make shipment or delivery if Purchaser fails to fulfill the terms and conditions of payment or fails to provide security satisfactory to Seller’s Credit Department. Seller reserves right to refuse or cancel credit and require full payment prior to shipment. If in Seller’s opinion the financial condition of Purchaser at any time does not justify continuation of production or shipment on the terms of payment specified, Seller may require full or partial payment in advance or such further assurance as Seller shall require to justify such continued production or shipment.
Default in Payment and Bankruptcy of Purchaser
If Purchaser fails to make payments on any agreement between Purchaser and Seller in accordance with Seller’s terms, Seller, in addition to any other remedies available to it, may, at its option, (a) defer further shipments until such payments are made and satisfactory credit arrangements are reestablished, (b) cancel the unshipped balance of any order or (c) take any other action available under applicable law. In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Purchaser, the inability of Purchaser to pay its debts as they become due, or in the event of the appointment, with or without Purchaser’s consent, of an assignee for the benefit of creditors or of a receiver, then Seller shall be entitled, in its sole discretion, to cancel the unshipped balance of any order without any liability.
All prices, quotations, shipments and deliveries by Seller are F.O.B. Seller’s stock location and risk of loss passes to Purchaser once goods are tendered for such delivery. All transportation and other charges including handling fees are for the account of Purchaser, including any increase or decrease in such charges prior to shipment.
Method of Shipment
Method and route of shipment is at Seller’s discretion, unless Purchaser supplies explicit instructions, which are subsequently accepted by Seller in writing. Seller does not assume responsibility for any damage directly or indirectly resulting from delays in delivery. When parts are broken or damaged in transit from Seller to Purchaser, it is considered the responsibility of Purchaser to file a claim with the carrier for said breakage or damage. If the method of shipment specified by Purchaser is deemed by Seller to be unavailable or otherwise unsatisfactory, Seller reserves right to use an alternate method or route or both whether or not at a higher cost to Purchaser. Seller shall promptly notify Purchaser of any such change. The risk of loss or damage to the goods shipped shall pass to the Purchaser when the goods are delivered to the carrier for shipment and Purchaser shall be responsible for insuring such goods thereafter.
Producing or Shipping Point
Seller reserves right to produce and ship all or any part of the goods specified in any order from any of its vendors or stock locations.
Seller shall not be liable for any delay in the performance of orders, or in the delivery or shipment of goods, or for any damages suffered by Purchaser as a result of such delay when such delay is occasioned by causes beyond Seller’s control. Such causes shall include but are not limited to an act of God or the public enemy, fire, explosion, flood, unusually severe weather, drought, war, riots, sabotage, vandalism, accident, embargo, government priority, government action or failure of the government to act when action is required, requisition or allocation or other action of any governmental authority, interruption of or delay in transportation, inadequacy or shortage or failure of supply of materials or equipment, breakdowns, non-scheduled shutdowns for repairs, plant accidents, labor shortage, strikes, labor trouble, or by compliance with any order or request of the United States Government or any officer, department, agency, instrumentality or committee thereof. It is understood and agreed that economic conditions affecting the ability or desirability of the performance of this agreement by either party shall not be deemed to constitute “force majeure” circumstances as contemplated by this paragraph. The Seller shall have the right to cancel the entire agreement with Purchaser or any part thereof in the event of the happening of any such cause beyond the Seller’s control without any resulting liability.
Shipments of orders made by Seller within a reasonable time after an estimated date of delivery shall constitute acceptable delivery to Purchaser. No right of cancellation shall accrue to Purchaser based on delayed delivery.
Goods shipped by Seller shall be within the limits and sizes published by Seller, subject, however, to Seller’s right to ship overages or underage in accordance with Seller’s standard practices and goods shipped by Seller will be subject to standard variations provided such variations are non-functional or are not material in nature.
If any goods should arrive at Purchaser’s destination in a damaged condition or should a shortage occur, Purchaser shall immediately report the damage or shortage to the delivering carrier and to Seller. Any loss or shortage occasioned by damage or otherwise occurring in transit will be for account of Purchaser. Allegedly defective goods or parts are to be returned by Purchaser to a destination specified by Seller, freight charges prepaid by Purchaser. All repairs and replacements are subject to verification and inspection by Seller. Seller shall not be responsible for costs of de-installation and re-installation of goods or parts returned.
Claims respecting the condition of goods, compliance with specifications or any other matter affecting goods shipped to Purchaser must be made promptly and, unless otherwise agreed to in writing by Seller, in no event later than twenty-one (21) days after receipt of the goods by Purchaser. Purchaser shall set aside, protect and hold such goods without further processing until Seller has an opportunity to inspect and advise of the disposition, if any, to be made of such goods. In no event shall any goods be returned, reworked or scrapped by Purchaser without the express written authorization of Seller. If field service is rendered by the Seller at Purchaser’s request and the alleged defect is found not to be with the Seller’s product, component or accessory, the Purchaser shall pay for the time and expenses of the field representative. Bills for service, labor or other expenses that have been incurred by the Purchaser, their customer or agent, without approval or authorization by the Seller, will not be accepted. Changes or repairs attempted or made in the field without Seller’s written authorization automatically void all warranties.
LIMITATION OF PURCHASER’S REMEDIES. PURCHASER’S REMEDIES WITH RESPECT TO ANY CLAIM ARISING OUT OF ANY ORDER, ANY GOODS DELIVERED PURSUANT TO ANY ORDER AND EXPRESSLY ACCEPTED IN SELLER’S ACKNOWLEDGMENT, OR SELLER’S PERFORMANCE IN CONNECTION WITH ANY ORDER, INCLUDING, WITHOUT LIMITATION, ANY CLAIM ARISING OUT OF ANY RECALL, DEFECT OR ALLEGED DEFECT IN ANY GOODS OR SERVICES FURNISHED BY SELLER, SHALL BE LIMITED EXCLUSIVELY TO THE RIGHT OF REPAIR OR REPLACEMENT OF SUCH GOODS OR SERVICES, AT SELLER’S OPTION. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF ANTICIPATED PROFITS INCURRED BY PURCHASER WITH RESPECT TO ANY GOODS OR SERVICES FURNISHED BY SELLER, OR ANY DAMAGES ARISING FROM INJURIES TO PERSONS AS A RESULT OF PURCHASER’S OR A THIRD PARTY’S NEGLIGENCE. SELLER’S WARRANTY DOES NOT COVER FAILURES RESULTING FROM THE IMPROPER INSTALLATION, MOUNTING DESIGN OR APPLICATION OR FROM CORROSION. THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL TERM OF THIS TRANSACTION.
Purchaser must clearly label the product with information to identify the Purchaser and Seller’s (RAN) Return Authorization Number. Purchaser should also include a note with instructions for service, failure, nature of problem. A base handling charge can be applied for each product regardless of condition that it is in when returned for evaluation. Products being returned for evaluation must be shipped prepaid. Quotations for repair, test, cleaning, and similar matters will be issued shortly after return to Seller. All products returned shall be considered abandoned by Purchaser and may be scrapped if the Purchaser or shipper renders no disposition instructions after 45 days from notification by written quotation. Seller does not warranty any repaired products under any circumstances. Products repaired and the repairs are the sole responsibility of the owner of the products. Products sent to Seller for evaluation will be returned, upon request and at the owner’s expense.
Seller shall have no obligation to ensure that any goods or services purchased from Seller meet any special quality assurance specifications and/or other requirements unless such specifications and/or other requirements are set forth in Purchaser’s purchase order or separately provided in writing to Seller and, in either case, expressly accepted in this Seller’s Acknowledgment and Purchaser represents that goods which it purchases from Seller will not be applied by Purchaser or resold by Purchaser for application to, any critical end use, including, without limitation, use in connection with or in any way related to the construction or operation of a nuclear facility unless the appropriate specification and/or other requirement for such end use is set forth in Purchaser’s purchase order and is expressly accepted in a separate writing by Seller. In the event that any such goods or any services supplied by Seller in connection therewith are applied to a critical end use without the appropriate specification and/or other requirement therefor having been set forth in Purchaser’s purchase order and expressly accepted in a separate writing by Seller, Purchaser shall indemnify and hold Seller harmless against any and all damages or claims for damages made by any person for any injury, fatal or nonfatal, to any person or for any damage to the property of any person incident to or arising out of such application, including, without limitation, any loss resulting from radioactive, toxic, explosive, or other hazardous properties of source material, special nuclear material, or by-product material as such terms are defined in the Atomic Energy Act of 1954 or any law amendatory thereof or regulations adopted pursuant thereto. The Seller reserves the right to improve its products through changes in design or material, as it may deem desirable without being obligated to incorporate such changes in products of prior manufacture.
Purchaser Orders cannot be cancelled without cause by Purchaser without the express written consent of the Seller. Should Purchaser attempt to cancel an order without cause, Purchaser shall reimburse Seller against all loss occasioned by such cancellation, including loss of anticipatory profits and liability for commitments made by Seller relating to the Purchase Order and shall purchase any existing inventory and work in process which Seller has in its possession to fulfill Seller’s existing orders for Purchaser at the time of cancellation. As used herein, “cause” shall mean a material breach of Seller’s duties and obligations hereunder and the failure to cure such breach after Purchaser notifies Seller of such breach and affords Seller a reasonable time to cure same. It is the purchasers responsibility to confirm an ordered items shipment date before ordering. Orders placed for quick shipment next day or second day service that are not in stock and subsequently canceled by purchaser due to availability will incurr a 20% of order surcharge plus any cost to cancel with manufacturer.
Confidentiality and Publicity
Purchaser shall consider all information furnished by Seller to be confidential and shall not disclose any such information to any person, firm or corporation, other than Purchaser’s or Seller’s employees, subcontractors or government inspectors, unless authorized to do so by Seller in writing. Purchaser shall not disclose in any manner to third parties, including, without limitation to, advertising, or publishing concerns, Seller’s identity or the identity of any subsidiaries or affiliates of Seller. Unless otherwise agreed to in writing, no commercial, financial or technical information disclosed in any manner or at any time by Purchaser to Seller shall be deemed secret or confidential and Purchaser shall have no rights against Seller with respect thereto except such rights as may exist under patent laws.
If and to the extent any Purchase Order relates to the purchase of tools, jigs, die fixtures, equipment, drawings and specifications (collectively, “tooling”) or specifically requires tooling for completion by Seller, then Seller shall at all times be and remain the owner of such tooling and shall bear the risk of loss and be responsible for insuring same. If any Purchase Order requires the development of such tooling, then the price quoted by Seller is based on a minimum production of a specified quantity of parts from such tooling and, in the event Purchaser does not ultimately purchase such quantity of parts, an equitable adjustment in the purchase price for products shall be made to reflect such lower quantity and Seller’s un-amortized cost of the tooling so produced. Seller’s price quotation is based upon estimated usage of tooling but no representations or warranties are made by Seller that the tooling so built will ultimately be capable of producing product in accordance with such anticipated usage. Purchaser agrees to pay for changes in tooling made necessary by changes in specifications accepted by Seller, such changes to be made at Purchaser’s risk. Parts produced from Purchaser’s supplied tooling cannot be guarantied by Seller. Purchaser provided tooling is not insured and Seller shall not be responsible or liable for any loss or damage thereto or for any materials or equipment owned or furnished by Purchaser. Purchaser shall be solely responsible for insuring such tooling and Purchaser waives any claim or right of subrogation it may have against Seller arising out of Seller’s failure to insure such tooling. Seller reserves the right to charge Purchaser the reasonable costs and expenses of refurbishing any tooling if so required by Seller to fulfill any Purchase Order. When for a period of one (1) year no orders are received for parts to be produced from tooling, Seller may notify Purchaser in writing at Purchaser’s last known address in Seller’s files that tooling is no longer proprietary to Purchaser and, with respect to Purchaser supplied tooling, such tooling shall become Seller’s property or, at Seller’s option, Seller man return such tooling to Purchaser at Purchaser’s expense.
If this Purchase Order relates to the production of a prototype by Seller for or on behalf of Purchaser, (a) such prototypes will be manufactured in accordance with Purchaser’s specifications including material selection and (b) actual product produced by Seller may vary from such prototype in a non-material and non-functional manner. Seller’s sole liability in the event it is unsuccessful in producing a prototype in accordance with Purchaser’s specifications shall be limited to the purchase price paid by Purchaser with respect thereto. Purchaser shall be responsible for the cost of all tooling necessary for the development of the prototype as provided in the paragraph Captioned “Tooling” above.
Technical Assistance and Advice
Seller’s warranty shall not be enlarged and no obligation or liability shall arise out of Seller’s rendering of technical assistance, technical advice facilities, service or recommendations made by Seller in connection with Purchaser’s purchases of the goods hereunder. Said technical services, advice, assistance or recommendations made by Seller or any representative of Seller concerning any use or application of any goods furnished here-under is believed to be reliable, but SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND THE SAME ARE HEREBY EXPRESSLY DISCLAIMED as to the same and the results to be obtained. Purchaser assumes all responsibility for loss or damage resulting from the use of any such goods.
Purchaser agrees to indemnify, save harmless and defend Seller from and against any and all liability for loss, damage or injury to person or property in any manner arising out of or incident to the performance of any Seller’s Acknowledgment or other sale by Seller or its servants, employees, agents or representatives. Without limiting the generality of the foregoing, Purchaser will indemnify and hold harmless Seller, its officers, employees, agents, successors, assigns, customers and users of its products from and against any and all losses, expenses, claims, suits and liabilities (including incidental and consequential damages and court costs and attorneys fees) arising as a result of any claim that the manufacture, use, sale or resale of goods delivered by Seller in accordance with Purchaser’s specifications or designs infringes on any patent, utility model, industry design, copyright or other intellectual property rights in any country. Without limiting the generality of the paragraph captioned “Limitation of Purchaser’s Remedies” above, in the case of any claim of infringement or the sale of products is enjoined, Seller shall have no obligation to procure for Purchaser the right to continue using such products or to replace same with equivalent non-infringing products or to modify the products so they become non-infringing.
Purchaser shall make no deduction or set off for any claim arising out of or from any transaction with Seller nor shall Purchaser take any discount, credit or allowance without Seller’s written consent.
Purchaser shall not assign any order or any interest therein without the written consent of Seller. Any such actual or attempted assignment without Seller’s prior written consent shall entitle Seller to cancel such order upon written notice to Purchaser.
Seller may terminate any order or any part thereof for any reason at Seller’s convenience upon written notice to Purchaser. Upon such termination, Purchaser agrees to waive all claims for damages including, without limitation, any loss of anticipated profits, and to accept as its sole remedy for termination the reasonable additional costs of obtaining substitute goods of the same quantity and quality, provided that in no event shall such costs exceed the price of the order or part thereof so terminated as stated on Seller’s Acknowledgment. Any claim for adjustment not asserted within sixty (60) days from the date of such termination shall be deemed to have been waived by Purchaser.
Allocation of Risk
Purchaser acknowledges that these Standard Terms and Conditions of Sale and Seller’s Acknowledgment allocates risks with respect to goods and/or services sold to Purchaser and this risk allocation is reflected in the prices to be paid by Purchaser for said goods and/or services purchased here under. Purchaser warrants that it has read this provision, understands it and is bound by its terms.
Shipping – Risk of Loss
All items purchased from Toboa Energy resources LLC are made pursuant to a shipment contract. This means the risk of loss and title for such items pass to you upon our delivery to the carrier. Toboa Energy Resources LLC is not responsible or liable for any damage arising from shipment.
Seller will use all reasonable means to comply with any packaging, loading or bracing requirements specified in any order. Seller will charge for compliance with Purchaser’s special requirements in accordance with Seller’s price list for extras in effect at time of shipment. If no packaging, loading or bracing requirements are specified by Purchaser, Seller shall comply with the minimum requirements customarily applied by Seller to the method of transportation used for such goods.
These Standard Terms and Conditions of Sale and Seller’s Acknowledgment and any other documents referred to on the face thereof constitute the entire agreement between Seller and Purchaser.
No addition or modification of the terms and conditions of these Standard Terms and Conditions of Sale and Seller’s Acknowledgment shall be binding on Seller unless specifically agreed to by Seller in writing.
Seller’s failure to insist on performance of any of these Standard Terms and Conditions of Sale and Seller’s Acknowledgment or to exercise any right or privilege or Seller’s waiver of any breach here under shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
Seller and Purchaser’s agreement shall be governed by and interpreted in accordance with the laws of the State of Wisconsin of the United States of America. Manufacture, shipment and delivery are subject to any prohibition, restriction, priority, allocation, regulation or condition imposed by or on behalf of the United States of America or any other governmental body with appropriate jurisdiction which may prevent or interfere with fulfillment of any order.
Re-orders, if accepted by Seller, are considered as placed under the same terms and conditions as Purchaser’s previous order, when such orders are not placed pursuant to a formal written proposal and acceptance.
Seller shall have the right to disclosure of the identity of Purchaser and the nature of the work Seller is performing on Purchaser’s behalf to Seller’s customers and prospective customers and in any promotional materials provided such disclosure does not contain any confidential and proprietary information concerning Purchaser.
DISPUTES. SELLER AND PURCHASER AGREE TO SUBMIT ANY DISPUTES REGARDING ANY ORDER, ANY GOODS DELIVERED PURSUANT TO ANY ORDER AND EXPRESSLY ACCEPTED IN SELLER’S ACKNOWLEDGMENT, OR SELLER’S PERFORMANCE IN CONNECTION WITH ANY ORDER, INCLUDING WITHOUT LIMITATION SELLER’S LIMITED WARRANTY OBLIGATION, TO MEDIATION BY AN INDEPENDENT MEDIATOR TO BE MUTUALLY AGREED UPON BY SELLER AND PURCHASER. THE COST OF SUCH MEDIATION SHALL BE BORNE EQUALLY BY SELLER AND PURCHASER. IN THE EVENT SUCH MEDIATION DOES NOT RESOLVE THEIR DISPUTE, SELLER AND PURCHASER AGREE TO SUBMIT SUCH DISPUTE TO AN INDEPENDENT ARBITRATOR, TO BE MUTUALLY AGREED UPON BY SELLER AND PURCHASER OR, OTHERWISE, CHOSEN BY THE MEDIATOR. SELLER AND PURCHASER AGREE THAT ALL MEDIATION AND ARBITRATION SHALL BE CONDUCTED IN KENOSHA COUNTY, WISCONSIN. THE NON-PREVAILING PARTY AT THE ARBITRATION SHALL PAY THE PREVAILING PARTY’S ATTORNEYS’ FEES AND COSTS INCURRED IN PARTICIPATING IN THE ARBITRATION.