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Terms of Service Agreement


1. ACCEPTANCE OF TERMS OF SERVICE.
The services provided by InStock Fasteners ("IF") are provided pursuant to the terms and conditions of this IF Terms of Service Agreement ("Agreement") and any modifications that from time to time may be made hereto. BY REGISTERING AS A BUYER AND CLICKING THE "ACCEPT" BUTTON, OR BY OTHERWISE USING THE SERVICES PROVIDED BY IF, YOU ARE AGREEING TO BE CONTRACTUALLY AND LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS THEY SHALL EXIST EACH TIME YOU SHALL CLICK ?ACCEPT?.

2. BUYER'S AGREEMENTS AND OBLIGATIONS.
BUYER agrees to: (1) provide any equipment necessary for BUYER to access the IF web site and avail itself of the IF services; (2) provide the electronic or other means for BUYER to access the World Wide Web; (3) pay all fees or other expenses, including, but not limited to, telephone charges and fees for Internet connection services, incurred by BUYER in availing itself of the services made available by IF and; (4) pay all fees and other charges for shipments made by a BUYER using the IF web site. In addition, BUYER agrees to provide, completely and accurately, information requested by IF about BUYER when BUYER initially registers to use the IF service ("Registration Info"), and BUYER further agrees to keep all such Registration Info current, complete, and accurate on an on-going basis. BUYER hereby agrees and acknowledges that in obtaining and providing information and other services included within the IF services, BUYER appoints IF BUYER's agent and grants IF BUYER's power of attorney in fact to access the websites of carriers and other entities to gather on BUYER's behalf and to provide to BUYER information that BUYER has requested or requires in availing itself of the IF services. In no event, however, may IF, nor is IF authorized to, act on BUYER's behalf in any other manner or for any other purpose. If any information provided by BUYER is inaccurate, IF retains the right to terminate BUYER's authority to use the IF service.

3. WHAT IF DOES NOT PROVIDE.
IF does not: (1) provide any equipment necessary for a BUYER to access the IF web site and avail itself of the IF services; (2) provide the electronic or other means for a BUYER to access the World Wide Web; (3) pay any of the fees or other expenses, including, but not limited to, telephone charges and fees for internet connection services, incurred by a BUYER in availing itself of the services made available by IF. The actual shipping charges for a particular parcel, the availability of the delivery services a BUYER may request for a particular parcel, and the actual shipping arrangements available for a particular parcel must be confirmed by the BUYER with the carrier of its choice. All parcels are subject to refusal for shipment by a carrier and are subject to all the carrier's service conditions.

4. MODIFICATIONS OF THE IF TERMS OF SERVICE
IF, in its sole discretion and from time to time, may alter, amend, or otherwise modify the IF Terms And Conditions Of Service. IF will notify BUYER of any such changes either by posting notice of the changes on its web site prior to BUYER's subsequent use of the IF service, or by email to BUYER at the email address BUYER provided as part of its Registration Info. BUYER's use of the IF service after any such change has been posted or emailed, as provided for above, constitutes an affirmative: (1) acknowledgment by BUYER of the IF Terms Of Service as changed; and (2) agreement by BUYER to abide and be bound by the IF Terms Of Service as changed. If BUYER does not agree to be bound by the changes, BUYER must discontinue use of the IF service.

5. MODIFICATIONS TO SERVICE
IF reserves the right, in its sole discretion, to modify, suspend, or discontinue the IF service, in whole or in part, at any time and without prior notice or liability to BUYER. In addition, IF reserves the right, in its sole discretion, and at any time and without prior notice or liability to BUYER or any third party: (1) to limit the use of specific aspects or parts of the IF services; or (2) to restrict BUYER's access to specific aspects or parts of the IF service.

6. NOTICE
All notices pursuant to this agreement shall be in writing and may be made via email or conventional, certified mail, return receipt requested or by IF by posting notices or messages on the IF service website to inform BUYER of matters of importance, and any such posting shall constitute notice of its content to BUYER. Email directed to a BUYER shall be mailed to the email address BUYER provided as part of its Registration Info.

7. PRIVACY POLICY
 See Privacy Statement page.

8. BUYER PASSWORD, AND SECURITY.
IF will maintain the confidentiality, within the IF website, of the password a BUYER receives after BUYER provides its Registration Info. BUYER hereby acknowledges and agrees that BUYER is solely responsible for maintaining the confidentiality of such password outside the IF website. Likewise, BUYER hereby acknowledges and agrees that BUYER is solely responsible for any and all activities that occur using BUYER's password. BUYER may change its password, or amend or delete its Registration Info at any time by the following instructions provided on the IF website. BUYER agrees to notify IF immediately upon discovery of any unauthorized use of BUYER's password or any other breach of security known to BUYER.

9. BUYER CONDUCT
BUYER agrees: (1) not to use the IF service for any illegal purpose; (2) not to interfere or disrupt networks connected to the IF service; and (3) to comply with all regulations, policies and procedures of the networks connected to the IF service. BUYER agrees that it will not interfere with another BUYER's use and enjoyment of the IF service. BUYER's use of the IF Service is subject to, and must comply with, all applicable local, state, national, and international laws and regulations. IF may, in its sole discretion, immediately and without prior notice, terminate BUYER's authority to use the IF service should BUYER's conduct fail to conform to any of the terms and conditions of this Agreement.

10. TERMINATION
IF may terminate BUYER's authority to use the IF service, with or without cause, at any time, without prior notice to BUYER, and effective immediately. Termination of BUYER by IF may or may not be followed by a written notice to BUYER of such termination. IF shall not be liable to BUYER or any third party for termination of BUYER's authority to use the IF service. Upon termination of BUYER's authority to use the IF service, BUYER's right to use the service and any software associated therewith, ceases immediately. Should BUYER object to any terms and conditions of this Agreement or any subsequent changes herein, or should BUYER become dissatisfied with the IF service in any way, BUYER's sole recourse is to discontinue use of the IF service. BUYER may cease using the IF service with or without cause, at any time, without prior notice to IF, and effective immediately.

11. PACKAGE RECORD STORAGE AND OTHER LIMITATIONS
IF assumes no responsibility for the deletion or failure to store any requests for information using the IF service, records of information provided using the IF service, or any other data received or delivered in connection with the IF service.

12. NAFTA AND IMPORT DUTY REQUIREMENTS
InStock Fasteners searches the world to assure that you receive quality product at the best prices. Our search includes both import and domestic manufacturers.

The items you intend to import to your country from InStock might be subject to customs fees, duties, tariffs, value added tax (VAT), and the like imposed by your government. You, not InStock Fasteners, are responsible for the payment of all such charges, if imposed, in addition to the cost of the goods and shipping fees. Such charges are not included in the cost of goods or in the shipping costs. Contact the local customs office in your country for more information. If you refuse a package that has been received by customs because you will not pay the fees, duties, tariffs, value added tax (VAT), and the like imposed by your government, the cost of shipping the product back to the United States will be deducted from any refund due under our return policy.

InStock Fasteners cannot analyze your purchase regarding your country's individual NAFTA or import duty requirements and obligations. These matters are for you and your attorneys to review.

13. TERMS AND CONDITIONS OF SALE

1).  The terms and conditions set forth below, constitute the final expression and a complete and exclusive statement of the agreement between Buyer and IF with respect to the products hereunder.  IF's acceptance of any order by Buyer is expressly conditioned upon Buyers assent to these TERMS AND CONDITIONS.  These TERMS AND CONDITIONS supersede additional, different or conflicting terms and conditions in any printed forms of Buyer or conflicting terms implied from course of dealing and trade usage, and integrate and replace all prior representations of IF.  These TERMS AND CONDITIONS may not be subsequently modified, varied or waived except by an agreement in writing signed by an officer of IF. 

2).  These TERMS AND CONDITIONS together with those set forth or referred to on our transactional webpages represent the agreement between IF and Buyer and any proposal by Buyer for any additional or different terms and conditions, whether in a purchase order or any other form in connection with this order are hereby objected to and rejected.

3). Buyer shall notify those purchasing from it of the contents of these TERMS AND CONDITIONS.

4).  Buyer's assent to these TERMS AND CONDITIONS shall be conclusively presumed from Buyer's acceptance of these TERMS AND CONDITIONS on IF?s website or receipt of any products which may be furnished by IF.

5). IN NO EVENT SHALL IF BE LIABLE FOR ANY INCIDENTAL, CONTINGENT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF IF'S DEFAULT, DELAY IN FILLING THE ORDER OR FROM ANY OTHER BREACH OF CONTRACT OBLIGATION, OR DUTY OWING TO BUYER.

6).  IF's products are components used in larger assemblies and risks of application and use are unknown to and/or uncontrollable by IF and not assumed by IF. Buyer agrees that IF shall not be responsible for failures, problems or occurrences of any kind or suffer loss because of them.  Buyer (and purchasers from Buyer) expressly assume all known and unknown risks of use of the products and of inability to use the products.  It is understood and warranted by Buyer that Buyer and purchasers from Buyer know how to properly store, install, assemble, use, maintain and handle IFs products and Buyer is responsible for the selection of the design for its purpose. All new designs or application of IF?s products are to be deemed experimental until Buyer has tested and approved them or successfully used them and Buyer shall assume all responsibility and liability as to said new designs or applications. 

7).  If there is any warranty of IF, other than as set forth hereinafter, which is deemed to be excluded by the terms hereof, it shall be limited in duration to one (1) year from the date of shipment and shall be subject to the limitation of remedy and damages herein.   IF shall be subject to no obligation of indemnification or contribution express or implied or otherwise nor shall any be based on indemnity provisions in printed forms or the like of Buyer, all such provisions being expressly rejected. All claims of indemnification or contribution against IF are waived, released and discharged by Buyer. If goods sold hereunder were purchased by IF from another supplier IF's warranty, if any, shall be limited to that warranty received by IF from its supplier.

8).  Action on any claim against IF must be commenced during the period of one (1) year after the date herein of receipt of products by Buyer.

9).  IF MAKES NO WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED AND MAKES NO WARRANTY OF MERCHANTABILITY OF THE GOODS OR OF THEIR FITNESS FOR ANY PURPOSE.  NO AGENT OR REPRESENTATIVE OF IF IS AUTHORIZED TO CHANGE THIS PROVISION IN ANY MANNER WHAT'SOEVER.

10).  BUYER HEREBY WAIVES ALL REMEDIES, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, ARISING BY LAW, STATUTE OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATIONS OR WARRANTIES OF IF WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, DESIGN, DURABILITY, RELIABILITY, PERFORMANCE AND CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES) OR WHETHER OR NOT OCCASIONED BY IF'S NEGLIGENCE, STRICT LIABILITY, STATUTORY LIABILITY OR TORT AND ALL SUCH OTHER REMEDIES, WARRANTIES OR GUARANTEES ARE EXCLUDED AND DISCLAIMED.

11).  ALL OBLIGATIONS OF IF FOR DAMAGES EXCEEDING THE PURCHASE PRICE ARE EXCLUDED AND DISCLAIMED INCLUDING WITHOUT LIMITATION (1) THOSE ARISING OUT CLAIMS OR LIABILITY BASED ON CONTRACT TORT, STRICT LIABILITY, STATUTE OR OTHERWISE OR (2) THOSE DEEMED TO BE INDIRECT, SPECIAL, COMPENSATORY, INCIDENTAL, RESULTANT, CONSEQUENTIAL FOR ECONOMIC OR COMMERCIAL LOSSES, FOR COSTS OF INSPECTION REPAIR OR RECALL FOR ATTORNEY FEES OR EXPENSES OR FOR LOST PROFITS, INDEMNIFICATION, CONTINGENT LOSS OR OTHERWISE, AND (3) WHETHER OR NOT OCCASIONED BY IF'S NEGLIGENCE, TORT,  BREACH OF EXPRESS OR IMPLIED WARRANTY, STRICT LIABILITY UNDER STATUTE OR REGULATION OR OTHERWISE.

12).  IF TAKES EVERY POSSIBLE PRECAUTION TO MAKE CERTAIN ALL MATERIAL MEETS THE STANDARDS AND SPECIFICATIONS ACCEPTED IN OUR INDUSTRY, BUT IN NO CASE SHALL IF'S LIABILITY EXTEND BEYOND THE REPAIR OR REPLACEMENT OF A DEFECTIVE SHIPMENT.  .  ANY ACTION TAKEN BY THE BUYER AFFECTING THE PART SOLD WITHOUT THE EXPRESS WRITTEN CONSENT FROM IF WILL RELEASE IF FROM ALL FURTHER LIABILITY OF ANY KIND WHATSOEVER.  ANY ADDITIONAL OPERATION(S) PERFORMED BY THE BUYER (SUCH AS PLATING. ETC.) WHICH CHANGES THE ORIGINAL CHARACTERISTIC OF THE MATERIAL RELEASES IF FROM ALL FUTURE LIABILITY WITH NO LIABILITY TO REPAIR OR REPLACE THE MATERIAL.  IF URGES BUYER TO ORDER THE MATERIAL AS IT IS TO BE USED IN THE END APPLICATION.

13).  Orders are not subject to cancellation or deferment without IF's written consent and then only upon terms protecting IF against loss, including lost profits.

14).  IF shall not be liable for damages due to default or delay in production of delivery of all or any part of the products ordered or to property of Buyer which result directly or indirectly from labor or work disputes, embargoes, fire, explosion, riots, national emergency, fuel or material shortages, government restrictions or orders, delays of suppliers or carriers, accident to or breakdown of plant machinery or equipment, act of God, commercial impracticality, or any condition or cause beyond the control of IF.

15).  Any taxes or charges which IF may be required to pay or collect under any existing or future law applicable to the sales of the products hereunder shall be added to the price or in lieu thereof Buyer may provide IF with a tax exemption certificate or receipts for payment of such taxes acceptable to IF and taxing authorities.  All quoted prices are exclusive of all sales, use, gross income, occupational and similar taxes, which will be either billed to or assumed by Purchaser as IF may elect.

16).  IF has the right to ship in installments.  Installments may be separately invoiced by IF and shall be paid for when due without regard to subsequent deliveries.  Delay in the delivery of an installment shall not relieve Buyer of its obligations to accept the remainder of the order.  Any shipment prior to acceptance of this document is an accommodation by IF and subject to these TERMS AND CONDITIONS.

17).  If at any time in IF's sole opinion, Buyer's credit is impaired, IF shall have the right to require payment in advance before further shipment.  If Buyer shall fail to make such payment in advance or shall fail to make any other payment when due or shall breach any provision of these TERMS AND CONDITIONS, IF shall have to the right to terminate upon notice without prejudice to any other remedies IF may have.

18).  Buyer agrees to do a receiving inspection of the products upon receipt.  Claims that the products are unsatisfactory shall be made by Buyer within thirty (30) days of receipt.  Buyer hereby expressly waives provisions of the U.C.C. regarding notification to a IF contrary to this paragraph.

19).  IF has the right to inspect at a reasonable place selected by it, any products claimed by Buyer to be defective for any reason.  No products are to be returned without prior written consent of IF.

20).  The parties hereby agree that facsimile signature shall be sufficient and binding for any contract or modification thereof.

21).  No one is authorized by IF to bind it to any oral affirmation, assurance, representation, promise or warranty concerning its products or services.  Product descriptions are approximate and for identification only.  Information, statements, suggestions, or service to Buyer or purchases of Buyer by salesman, engineers or other representatives of IF or contained in advertising, promotional material, catalogs, brochures and the like are for explanation and/or cooperation or assistance and are not warranties or warranted or a part of the basis of the bargain and IF shall not be deemed to incur legal liability for them.  Cooperation or assistance in connection with insurance matters or product difficulties shall not be claimed or deemed to be waivers or admissions by IF.

22).  It is expressly understood that IF's price is based on the allocation of risk set forth in these TERMS AND CONDITIONS and that Buyer has not bargained for nor is it entitled to damages in excess of the purchasing price.  The EXCLUSIVE REMEDY provided hereinafter shall not be deemed to have failed of its essential purpose, even if difficulties are first discovered after products are in use, so long as IF is willing and able to repair or replace the products comprising the failure within its normal ?lead" time or to refund the purchase price in the prescribed manner.

23).  IF warrants for a period of thirty days (30) from the date of shipment that its products are manufactured and shipped free from substantial defects in materials and workmanship and are in conformance with Certificates of Conformance or Compliance or the like, if any, signed by its authorized representative provided, however, that the foregoing is subject as to each shipment to variations permitted by the quality level or sampling products specified by Buyer or to the quality level or sampling procedure of IF if they are not specified by Buyer.  Buyer is to inspect the products and should failure to conform to this warranty be discovered within the warranty period, IF will, if promptly notified, remedy the failure by suitable repair or replacement of the products at its own expense or, at its option, by refund of the portion of the purchase price attributable to products comprising the failure.

24).  Products manufactured by others and furnished by IF are limited to the original manufacturer's warranty, if any, and are sold "AS IS" and all liability of IF due to inadequacies of such products is excluded and disclaimed.

25).  All liability of IF due to inadequacies of products which have been damaged, altered, reworked, repaired, modified or processed after shipment is excluded and disclaimed.

26).  This order may not be assigned by Buyer without the express written consent of IF.

27).  To secure the payment of any indebtedness hereunder, Buyer irrevocably authorizes any attorney of any court of record to appear for the Buyer in favor of the IF hereof for such sum as may appear to be unpaid and owing hereon, together with costs and reasonable attorney's fees and to waive and release all errors which may intervene in such proceedings and consent to immediate execution upon such judgment or judgments hereby ratifying and confirming all that said attorney may do by virtue hereof.

The CONDITIONS OF SALE AND MANUFACTURING PRACTICES as published by the Precision Machined Products Association (latest edition) are hereby incorporated by reference into these TERMS AND CONDITIONS. Any previsions of said CONDITIONS OF SALE AND MANUFACTURING PRACTICES inconsistent with these TERMS AND CONDITIONS herein shall be controlled by the TERMS AND CONDITIONS herein.

 

14. GENERAL PROVISIONS
Waivers. Neither IF nor BUYER shall be deemed to waive any of its rights, powers or remedies thereunder unless such waiver is in writing and signed by the waiving party. No delay or omission by either party in exercising any of said rights, powers or remedies shall operate as a waiver thereof; nor shall a waiver of any breach of the covenants, conditions or agreements binding on the other party on one occasion be construed as a waiver or consent to such breach on any future occasion or a waiver of any other covenant, condition, or agreement herein contained.

Non-Binding Arbitration and Litigation.  Before any court action may be commenced by any of the parties with respect to any dispute or controversy between them that may arise out of, or in relation to, or in connection with, or for breach of this Agreement (the 'Matter"), said Matter must first be submitted for independent, non-binding arbitration by The American Arbitration Association ("AAA"), located in Chicago, Illinois. The arbitration hearing shall not exceed two (2) days, with each party bearing its own costs, expenses and attorneys' fees in connection with said arbitration. The decision of the AAA shall not be binding upon the parties, and within fourteen (14) days following notice of the decision of the AAA, each party is hereby required to notify the other, in writing, of whether the party accepts the AAA's decision. A party's failure to provide the required notification within the required period shall be deemed to be such party's agreement to be bound by the AAA's decision.

Assignment.  Neither party may assign any portion of this Agreement, voluntarily or involuntarily, including without limitation by operation of law or by merger in which such party does not survive. Any attempt to do so shall be null and void. No person or entity not a party hereto shall have any interest herein or be deemed a third party beneficiary hereof, and nothing contained herein shall be construed to create any rights enforceable by any other person or third party.

Partnership.  Nothing herein contained shall be construed as creating a partnership or joint venture by or between the parties.

Binding Agreement.  This Agreement shall be binding upon and inure to the benefit of, and is enforceable by, the parties and their respective legatees, distributes, legal representatives, successors and permitted assigns.

Severability.  Any provision of this Agreement held or determined by a court (or other legal authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct and independent, and shall be ineffective to the extent of such holding or determination without: (1) invalidating the remaining provisions of this Agreement in that jurisdiction; or (2) affecting the legality, validity or enforceability of such provision in any other jurisdiction. Headings, Captions and paragraph headings used in this Agreement are for convenience only and shall not be used to interpret any provision hereof.

Application of Illinois Law. This Agreement, its validity, its interpretation, and performance shall be governed exclusively by the laws of the State of Illinois, as if this Agreement was both wholly executed and wholly to be performed in said State of Illinois, without reference to the principles of conflicts or choice of laws. All claims or controversies arising out of this Agreement that may be litigated shall be litigated in Cook County, Illinois. Litigation to resolve any such claim or controversy must be commenced and pursued only in a court of competent jurisdiction located in Cook County, Illinois, and each of the parties hereby consents to the personal jurisdiction over it by such court, submits to such court's jurisdiction, and consents to venue therein. Further, if the claim or controversy satisfies the requirements for federal jurisdiction, any such litigation must be commenced in the United States District Court for the Northern District of Illinois. In the event Buyer has not been qualified to do business in the State of Illinois, Buyer hereby appoints the Secretary of State of Illinois as its true and lawful agent for service of process.

Construction. The language used in this Agreement shall be deemed to be language chosen by each of the parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any term or condition of this Agreement.

Entire Agreement. The parties agree that this Agreement sets forth the entire agreement and understanding between them on the subject matter hereof, merges all prior discussions between them, and neither party shall be bound by any conditions, definitions, warranties, waivers, releases or representations (either express or implied) with respect to the subject matter of this Agreement, other than as expressly provided for herein, or as duly set forth subsequent to the effective date hereof in writing signed by the party or parties to be bound thereby.

 

 

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