Terms and Conditions
UNITOOL PUNCH AND DIE COMPANY, INC.
TERMS AND CONDITIONS OF SALE
1. Offer, Governing Provisions and Cancellation. Any agreement between Unittool and a buyer for the sale of goods and/or services described in a Unittool Quotation or Unittool Order Acknowledgement will be in accordance with these terms and conditions. A Unittool Quotation is an offer, and a Unittool Order Acknowledgement is an offer or counter-offer by Unittool to sell the goods and/or services described thereon and such documents are not an acceptance of any offer made by a buyer and are expressly conditioned on buyer’s assent to these Terms and Conditions of Sale. Unittool objects to any additional or different terms contained in any purchase order or other communication previously or hereafter provided by buyer to Unittool. No such additional or different terms or conditions will be of any force or effect. The terms contained in or incorporated into a Unittool Quotation or Unittool Order Acknowledgement will be the entire agreement between Unittool and buyer on the subject of the transaction described thereon; and there are no conditions to that agreement that are not so contained or incorporated. THE OFFER BY UNITTOOL AND THE RESULTANT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF WISCONSIN AND THE U.S. (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS). THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
No accepted offer may be cancelled or altered by buyer except upon terms and conditions accepted by Unittool in writing; and no changes will be binding unless set forth in writing and manually signed by Unittool. An offer by Unittool may be revoked by Unittool at any time before it is accepted by buyer, and shall automatically expire 30 calendar days after its date if buyer has not accepted it before then. Neither buyer’s acceptance of an offer nor any conduct by Unittool (including but not limited to shipment of goods) shall oblige Unittool to sell to buyer any quantity of goods in excess of the quantity that buyer has committed to purchase from Unittool at the time of such acceptance or conduct.
2. Credit Approval; Payment Terms. All payment terms set forth in this document are subject to Unittool’s approval of buyer’s credit, in Unittool’s discretion; and if such approval is withheld, payment shall be due in advance of Unittool’s performance. Except as otherwise provided on the face of a Unitool Quotation or Unittool Order Acknowledgement or in the preceding sentence, payment is due upon buyer’s receipt of Unittool’s invoice following shipment. Interest will be charged at the lesser of (i) 18% per year, or (ii) the highest rate permitted by applicable law, on accounts more than 30 calendar days past due. If production or shipment of completed goods, or other Unittool performance, is delayed by buyer, Unittool may immediately invoice, and buyer shall pay, the percentage of the purchase price corresponding to the percentage of completion; in addition, buyer shall compensate Unittool for storage of completed goods or work in process during any such delay, whether stored at Unittool’s facility or an independent storage company’s facilities.
3. Taxes and Other Charges. Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between Unittool and buyer shall be paid by buyer in addition to the prices quoted or invoiced. In the event Unittool is required to pay any such taxes or other charges, buyer shall reimburse Unittool therefor on demand.
4. Delivery, Claims and Force Majeure. Unless otherwise provided on the face of a Unittool Quotation or Unittool Order Acknowledgement, goods shall be delivered to buyer F.O.B. Unittool’s loading dock or, for ultimate destinations outside of the U.S., ex works Unittool’s loading dock (as the latter shipping term is defined in Incoterms 2010). Delivery of products to the carrier shall constitute delivery to buyer; and regardless of shipping terms or freight payment, buyer shall bear all risk of loss or damage in transit. Unittool reserves the right to make delivery in installments; all such installments to be separately invoiced and paid for when due in accordance with their respective invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve buyer of its obligations to accept remaining deliveries.
Claims for shortages or other errors in delivery must be made in writing to Unittool within 10 calendar days after receipt of shipment; and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by buyer. Claims for loss of or damage to goods in transit must be made to the carrier, and not to Unittool. All delivery dates are approximate. Unittool shall not be liable for any losses or damages as a result of any delay or failure to deliver due to any cause beyond Unittool’s reasonable control, including but not limited to any act of God, act of buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, act of terrorism, riot, delay in transportation, or inability to obtain necessary labor, materials or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost because of the delay. Buyer’s exclusive remedy for other delays and for Unittool’s inability to deliver for any reason shall be rescission of its agreement to purchase.
5. Changes. Unittool may at any time make such changes in design and construction of products, components or parts as Unittool deems appropriate, without notice to buyer. Unittool may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or nonavailability of materials from suppliers.
6. Unittool’s Limited Warranty. Unittool’s Limited Warranty is as follows:
- Basic Limited Warranty Coverage. Unitool Punch and Die Company, Inc. (“Unittool”) warrants that it will repair or, at its option, replace any parts manufactured by Unittool and found to be defective in factory material or workmanship within a period of 30 days after delivery to the original purchaser.
- Unittool’s Obligations. Unittool will at its expense repair or, at its option, replace F.O.B. Unittool’s loading dock or, for customers outside the United States, ex works Unittool’s loading dock (as the latter shipping term is defined in Incoterms 2010) any parts manufactured by it and found to be defective in material or workmanship during the applicable warranty period, provided that the owner of the warranted goods complies with the “Warranty Claims Procedure” set forth below. The owner of the warranted goods will be responsible for the expense of returning any parts to Unittool for warranty evaluation. Unittool will at its expense return any part repaired or replaced under this warranty to the owner of the warranted goods, by truck, United Parcel Service or U.S. Mail, at Unittool’s option. The owner of the warranted goods will be responsible for the cost of any other method of shipment, including air freight.
- Items Not Covered. Unittool’s limited warranty does not cover:
- a mechanic’s travel time;
- the cost of removal of defective parts and reinstallation of repaired or replacement parts;
- used goods, unless specifically covered by a separate written warranty;
- component parts manufactured by others, including, but not limited to springs and hydro-pneumatic actuators, (but, if new, such items are ordinarily warranted by the manufacturer thereof);
- depreciation or damage caused by normal wear and tear, accident, abuse, improper maintenance, abnormal use, use other than in accordance with Unittool’s instruction, or improper protection in storage,
- goods which have been modified or altered other than with the prior written approval of Unittool; or
- the cost of normal maintenance or service, including but not limited to the cost of lubrication, and replacement of consumable components such as punches, dies, springs, and guides; the cost of repairing or replacing other property which is damaged when the goods do not work properly.
- Warranty Claims Procedure. Within five (5) days of the expiration of the applicable warranty period, the owner of any warranted item claimed to be defective must:
- notify Unittool immediately upon discovery of any defect covered by this warranty;
- provide Unittool documentary evidence of the date of delivery of the item to the original purchaser; and
- if requested by Unittool, ship the defective part(s) to Unittool, freight (and duty if any) prepaid, for inspection.
- No Other Warranties. Unittool makes no warranty other than that set forth above, express or implied. None of Unittool’s representatives is authorized to make any representation or warranty on Unittool’s behalf or in its name. Unittool’s only obligation and its customer’s only remedies, in connection with the sale of Unittool products, are those set forth in this Warranty.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED; AND UNITTOOL EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
7. Patents, Trademarks and Copyrights. UNITTOOL GIVES NO WARRANTY THAT THE PRODUCTS SOLD WILL BE DELIVERED FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PARTY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT OR TRADEMARK OR ANY OTHER PROPRIETARY RIGHTS.
8. Consequential Damages and Other Liability; Indemnity. IN NO EVENT SHALL UNITTOOL BE RESPONSIBLE FOR ANY OTHER OBLIGATIONS OR LIABILITIES OR ANY CONSQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PRODUCTION, LOSS OF PROFITS, OR RENTAL OF SUBSTITUTE EQUIPMENT, WHETHER ARISING OUT OF BREACH OF WARRANTY OR OTHER BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, OR ON ANY STRICT LIABILITY THEORY OR UNDER OTHER THEORIES OF LAW OR EQUITY, WITH RESPECT TO GOODS OR SERVICES SOLD BY UNITTOOL, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. Without limiting the generality of the foregoing, Unittool specifically disclaims any liability for property damages, penalties, special or punitive damages, damages for lost profits or revenues, down-time, lost goodwill, cost of capital, cost of substitute goods or services, or for any other types of economic loss, or for claims of buyer’s customers or any third party for any such damages, costs or losses. UNITTOOL SHALL NOT BE LIABLE FOR AND DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL, INDIRECT AND CONTINGENT DAMAGES WHATSOEVER. Unittool’s liability with respect to the goods or services sold hereunder shall be limited to the warranty provided in section 6 of these Terms and Conditions of Sale and, with respect to any other breaches of its contract with buyer, shall be limited to the contract price.
Buyer shall indemnify and hold harmless Unittool from and against any and all losses, liabilities, damages and expenses (including but not limited to attorneys’ fees and other costs of defense) that Unittool may incur as a result of any claim by buyer or by buyer’s customers or by any third party arising out of or in connection with the goods or services sold hereunder, including but not limited to any such claim based upon the negligence of Unittool in designing, manufacturing, performing and/or selling such goods or services, unless such losses, liabilities, damages or expenses are ultimately determined to be attributable solely to the willful misconduct of Unittool.
9. Technical Information. Buyer agrees any sketches, models or samples submitted by Unittool and any designs developed in fulfillment of Buyer’s order shall remain the property of Unittool, and shall be treated as confidential information unless Unittool has in writing indicated a contrary intent. Buyer agrees not to use or disclose such sketches, models or samples, or any design or production techniques revealed thereby, without the express, prior written consent of Unittool.
10. Tools. Any dies, jigs or tools that Unittool manufactures or acquires in connection with its performance under a Unittool Quotation or Unittool Order Acknowledgement shall remain the property of Unittool, notwithstanding any charges to buyer therefor. Any such charges convey to buyer the right to have the tools, dies or jigs used by Unittool for performance of Unittool’s agreement with buyer, but do not convey title or right of possession or any other right.
Credit Card Convenience Fee
A 3 percent convenience fee will be assessed on all Visa, MasterCard, Discover Card and American Express credit card transactions. To use another form of payment, please contact Unittool.
Unittool Products, Inc. respects and is committed to protecting your privacy. We may collect personally identifiable information when you visit our site. We also automatically receive and record information on our server logs from your browser including your IP address, cookie information and the page(s) you visited. We will not sell your personally identifiable information to anyone.
Your payment and personal information is always safe. Our Secure Sockets Layer (SSL) software is the industry standard and among the best software available today for secure commerce transactions. It encrypts all of your personal information, including credit card number, name, and address, so that it cannot be read over the internet.
Unittool offers a 30 day return policy on stock items and standard size punches.
Stock items include bolts, guides, pilot pins, punch heads, retainers, screws and springs.
For a list of standard size punches, see below.*
There is no restocking fee for stock items and standard size punches.
Products must be returned in new condition within 30 days of receipt for refund. Return shipping is not included. Refunds are for the cost of the products only.
Please email us at email@example.com to receive a Return Merchandize Authorization number.
Custom sized items are non-refundable.
For orders cancelled within 24 hours, there is no restocking fee for stock items. There is a 10% restocking fee for custom sized items.
For orders cancelled after 24 hours, the return policy above applies.