TERMS AND CONDITIONS
These terms and conditions constitute a legal agreement ("Agreement") between you, the end user (on behalf of yourself and on behalf of your company or organization (collectively "You" "Your" or "customer"), and Womack Tool Sales & Service, a Virginia corporation (collectively "We," "Us" or "Womack"). Before You may purchase any products on this website ("website" or "Site") and in order to be able to open an account and place orders for products on the Site, You must carefully read the terms and conditions of this agreement and accept them as provided below. No modifications are permitted and are hereby rejected by Us.
By clicking on the "I accept" button, You are confirming that You have read this agreement and are agreeing to be bound by, and are becoming a party to, this agreement. Selecting “I accept” will be the legal equivalent of Your signature on a written contract, and equally binding.
1. LICENSE TO USE SITE. Subject to Your performance of all of the provisions of this Agreement, Womack hereby grants You a limited, terminable, personal, non-exclusive license to access and use the Site solely for the purchase of products from Us. You may use the Site only to browse Womack’s product information and to place product orders, inquire as to order status and communicate with Womack.
2. RESTRICTIONS. None of the material relative to the Site may be downloaded, distributed, reproduced, republished, incorporated into any information retrieval system, posted, transmitted or copied in any form or by any means, without the prior written permission of Womack and/or the copyright owner.
3. ORDERING. You may request to have Your order shipped allowing for backorder. Womack reserves the right to accept or reject any order at Our sole discretion. We are free to accept or reject the orders You place through the Site. Our acceptance of Your order shall only occur upon the transmission of an acceptance through the Site. Accepted orders shall not be subject to cancellation or modification either in whole or in part without Womack’s written consent and then may be subject to payment of a reasonable and proper charge that will reimburse Womack for applicable costs incurred by virtue of the order.
4. PRICING. All pricing is subject to change without prior notice and changes are usually in response to manufacturer’s price changes. Prices are exclusive of any applicable state sales taxes, freight, handling and insurance charges. Freight quotations are estimates only. We establish different prices with respect to certain products for our customers based upon numerous factors relative to the customer that include, but are not limited to, the customer’s creditworthiness, the frequency and volume of ordering and payment history. We reserve the right to adjust the price of any product sold through the Site at any time in Our sole discretion. Since international orders normally require special processing, please contact the Womack Credit Department for payment terms relating to those shipments. Export packaging may be available at an additional charge. You will be responsible for all insurance, customs and duties charges for international orders.
5. EXPORT COMPLIANCE. You acknowledge that products, technical data, and all information communicated from Womack that is intended for export, re-export and/or international sales is fully compliant with United States Export Laws.
6. PAYMENT TERMS. Unless and until You are extended credit terms by Us as indicated by Us in writing to You, You must pay all amounts for products ordered prior to shipment by Us. Upon credit being extended to You, payment in full for each shipment is due within thirty days after the date of applicable invoice. If payment is not received within thirty days, a late fee of one and a half percent (1.5%) per month of the unpaid balance or the maximum amount allowed by law, whichever is less, shall be due and payable by You. Should Your financial responsibility become unsatisfactory to Us in our sole discretion, cash payments or satisfactory security may be required of You for future deliveries. Checks are accepted subject to collection. Any check received from You may be applied by Womack against any of Your obligations to Us under this or any other agreement, notwithstanding any statement appearing on or referring to such check. Acceptance of any partial payment shall not constitute a waiver of Our right to payment in full of all amounts owing from You to Us. You agree that We shall have the right to set off against any amounts which may become payable by Us to You under this Agreement or otherwise any amounts which You may owe Us, whether arising under this Agreement or otherwise.
7. CREDIT CARD PAYMENTS. You hereby authorize Womack to charge all amounts owed to Womack hereunder, including, but not limited to, all amounts due for the products purchased on the Site, to the credit card You provide to Womack. You shall additionally be responsible for and shall immediately pay Womack, on demand, any payments that are made to Womack that are subject to a subsequent reversal. Questions regarding charges must be brought to the attention of Womack’s billing department within ninety days after the end of the questioned billing period. Charges beyond ninety days old are not subject to review, reversal or refund.
8. SECURITY AGREEMENT. You hereby grant Womack a security interest in the items sold by Womack to You, whether consisting of equipment, inventory, fixtures, general intangibles and/or other property shipped by Womack at any time, including all accessions to and replacements thereto, and all proceeds thereof (collectively, the "Collateral") to secure the payment of the purchase price of the Collateral and all amounts owing to Womack from You in connection with the purchase of such collateral. You authorize Womack: (a) to file one or more financing statements in all States, Counties and other jurisdictions as Womack may elect without Your signature if permitted by law; and (b) to use a copy of this Agreement as an exhibit to any financing statement. You agree to cooperate fully with Womack in executing any additional documents, financing statements or amendments thereto as Womack may request to perfect or continue the security interest created hereby. Upon any default, or other breach by You of these terms and conditions, Womack will have all rights and remedies of a secured party under the Virginia Uniform Commercial Code, which rights and remedies will be cumulative and not exclusive.
9. TAXES. If applicable, state sales tax will be added to your invoice unless an acceptable resale tax exemption certificate is provided to Us.
10. DELIVERY. Womack shall make reasonable efforts to meet delivery and performance dates but shall not be liable for delays due to causes beyond its control. Womack will use reasonable efforts to ship the same day. Womack will use reasonable efforts to ship the same day all in-stock UPS shippable orders placed before 3:30 p.m. Orders requiring cable processing may delay your order.
11. SHIPMENT AND RISK OF LOSS. All orders, as well as title and risk of loss, are FOB (Freight On Board Incoterms 2000) Womack’s distribution center, freight prepaid and billed, unless otherwise specified at time of quotation. Womack will prepay and bill to You all shipping, handling, insurance and other charges on all orders unless otherwise specified at the time of the order. Womack reserves the right to choose the freight carrier or freight forwarder unless otherwise Third Party Billed to You.
12. SHORTAGES. Please inspect all shipments thoroughly for damage before accepting from carrier. When damage is found, take exception on the bill of lading or refuse the shipment. If no exception is taken at time of receipt, Womack has no recourse with the carrier. Don’t hesitate to call if you require our assistance.
Claims for shortages and damage caused by shipment and/or the common carrier must be made with Us in writing within forty-eight hours after Your receipt of goods.
13. INSPECTION AND ACCEPTANCE OF PRODUCTS. Products are deemed accepted by You unless You notify Us in writing, within thirty days from date of shipment, of product defects. You are responsible for conducting any acceptance tests on the products during the above fifteen-day period. Products will be also be deemed accepted upon Your first productive use or resale of such products. Other than the foregoing inspection and acceptance provisions, all sales of products are final. You shall have no right to return products or cancel products ordered prior to delivery, without the prior written consent of Womack.
14. RETURNS POLICY. Before any product returns can be accepted, please call 855-854-7111 to request a Return Goods Authorization ("RGA"). If authorized, you will be given an RGA number by Our Customer Service Department. All returned items are to be shipped back freight prepaid at Your expense unless Womack has approved other arrangements in writing. Your RGA number will only be valid for thirty days.
Womack will only issue credit for returned items that are new, in warranty, non-defective and in their original manufacturer’s packaging. All return requests must be made within fifteen days of date of delivery. Special orders, cut cable and jumper assemblies are not returnable.
Defective products will be repaired or replaced based on the manufacturer’s warranty policy. Items ordered incorrectly, and other authorized returns, are subject to a restocking fee of no less than fifteen percent (15%).
15. DEFECTIVE ITEMS. All defective merchandise must be returned to Womack’s facility in Youngsville, NC.
Provide a detailed explanation of the defect problem with the item being returned Reference the RGA number on outside of all packages and packing slips and return to:
Womack Tool Sales & Service
RGA #_____ 17 Northbrook Drive
Youngsville, NC 27596
16. SITE WARRANTY DISCLAIMER. The Site is provided on an "as is, as available" basis without warranties of any kind. Use of the Site is at Your sole risk and neither Womack nor any of its suppliers, employees or agents warrant that the Site will be uninterrupted or error free or that errors will be corrected. Womack expressly disclaims all warranties about the Site, express or implied, including, but not limited to, any implied warranties of merchantability and fitness for a particular purpose and any warranties relating to non-infringement of third party rights.
17. PRODUCT WARRANTIES AND REMEDIES. You acknowledge that Womack is a distributor and not the manufacturer of the products You purchase from Us. All products, and the components and materials in any assembly of customized products, are covered by, and subject to, the terms, conditions, and limitations of the manufacturer’s standard warranty, which warranty is expressly in lieu of any other warranty, express or implied of or by Womack or the manufacturer. Your exclusive remedy, if any, under these warranties is limited, at Womack’s election, to any one of (a) refund of Your purchase price, (b) repair by Womack or the manufacturer of any products found to be defective, or (c) replacement of any such product. You acknowledge that except as specifically set forth or referenced in this paragraph with respect to manufacturer’s warranties, there are no other representations or warranties of any kind by Womack or any other person, WOMACK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE, AND WOMACK ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR MANUFACTURER’S PRODUCT SPECIFICATIONS OR PERFORMANCE OR ADEQUACY OR ANY DESIGN OR SPECIFICATION PROVIDED TO WOMACK BY YOU OR ON YOUR BEHALF.
18. INDEMNIFICATION. You shall indemnify, defend and hold harmless Womack, its officers, directors, employees, suppliers, agents, subsidiaries, affiliates, successors and assigns (each an "Indemnitee") from all liabilities, losses, damages, claims and expenses, including reasonable attorneys’ fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arises out of or relates to (a) Your breach or violation of this Agreement (b) Your use of the Site and any transaction or other activity that arises from or is otherwise related to the Site; (c) any claim that You failed to observe United States Export Laws; (d) Your warranty or indemnification claims against manufacturers of products purchased from Womack; (e) any credit-card payments to Womack that are reversed; (f) any and all claims, demands, legal action or judgments arising out of or relating to any use, modification or enhancement of the products You purchase from Womack; and/or (g) Your negligence or willful misconduct. In the event, You fail to promptly indemnify and defend such claims and/or pay the expenses of such Indemnitee, as provided above, such Indemnitee shall have the right to defend itself, and in that case, You shall reimburse such Indemnitee for all of its reasonable attorney’s fees, costs and damages incurred in settling or defending such claims within thirty days of each of such Indemnitee’s written requests.
19. LIMITATION OF LIABILITY. Except for the warranty coverage with respect to products purchased on the Site referenced in paragraph 17 above, neither Womack nor its suppliers have any liability or obligation to You or any other person for any claim, loss, damage or expense caused in whole or in part, directly or indirectly, by the inadequacy of any products for any purpose, by any deficiency or defect in any product whether or not covered by any warranty, by the use or performance of any products or by any delay in Womack’s performance or for any special, direct, indirect, incidental, consequential, exemplary or punitive damages, however caused, including without limitation, property damage, personal injury or loss of business or profit, whether or not You informed Womack of the possibility or likelihood of any such damages. The performance of any value-added service may void the manufacturer’s warranty and render products non-returnable. Orders incorporating such services are accordingly, non-cancelable and the products are non-returnable. Any third party value-added service provider is deemed to be Your agent. Additionally, Womack shall not be liable for any direct, indirect, special, incidental, consequential or exemplary damages, whether foreseeable or not, that are in any way related to this Agreement, the breach thereof, the use or inability to use the Site, the results generated from the use of the Site, loss of goodwill or profits, lost business however characterized and/or from any other cause whatsoever.
20. COMMUNICATIONS ON INTERNET; EVENTS BEYOND OUR CONTROL. Use of the Internet is solely at Your own risk and is subject to all applicable local, state, national, and international laws and regulations. While Womack has endeavored to create a secure and reliable Site, Womack and its affiliates are not responsible for the security of information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. You must make your own determination as to these matters. Womack cannot guarantee your ability to access the Site at all times or that the Site will be secure, uninterrupted, or error-free, nor can Womack provide assurances that transactions will be completed properly. Womack is not responsible for failure to execute a purchase or technical problems that may hinder the efficacy of a purchase. Womack and its affiliates shall not be liable for damages as a result of any delay or other failure of performance due to causes beyond its reasonable control including, without limitation, acts of God, acts of Customer or any of its representatives, acts of military or civil authorities, fire or other casualty, strikes, lockouts, weather, epidemic, war, riot, terrorism, telecommunications interruptions or computer viruses.
21. COPYRIGHT AND TRADEMARKS. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable U.S. and international copyright, trademark and other proprietary (including but not limited to intellectual property) rights.
22. OWNERSHIP OF MATERIALS. Womack exclusively owns all worldwide right, title and interest in and to all documentation, software, contents, graphics, designs, data, computer codes, ideas, know-how, look and feel, compilations, magnetic translations, digital conversions and other materials included within the Site and related to the Site and all modifications and derivative works thereof, and all intellectual property rights related thereto.
24. REGISTERED USERS PASSWORD AND SECURITY. You may create a user name and a password ("Credentials") during the registration process on the Site. You are responsible for maintaining the confidentiality of the Credentials, and are fully responsible for all activities that occur under Your Credentials. We will not be liable for any loss or damage arising from Your failure to comply with these terms. Your Credentials are not transferable.
25. RELIANCE ON CREDENTIALS. You agree that We may act in reliance upon any information that You provide. You will take all reasonable precautions to prevent unauthorized use of Your Credentials. Any person using a Credential is conclusively deemed to have actual authority to engage in transactions in the Site.
26. BREACH OF SECURITY MEASURES. If Womack is informed that any of Your employees or agents or any other person using Your Credentials has breached a security measure that You establish or if Womack otherwise reasonably believes that Your employee or agent, or a person using Your Credentials has breached a security measure that You establish or is otherwise unauthorized, Womack has the right, in its sole discretion, to restrict Your access to the Site until You can establish to Womack’s satisfaction that You have addressed the cause(s) of the security breach or unauthorized use. Notwithstanding anything else to the contrary, Womack has no duty to take any action upon Your notice under this Section or Womack becoming aware of a breach of a security measure or unauthorized use, and You shall solely be responsible for any such breaches and unauthorized uses regardless of any act or failure to act by Womack.
27. TERMINATION BY WOMACK. Womack may terminate this Agreement at any time, for any reason, with or without notice to You. You agree that immediately upon termination of this Agreement, whether or not You receive notice of such termination, the license herein shall be immediately terminated and You shall not have any further rights to use the Site. Upon termination of the license granted hereunder, Womack’s obligations to You shall cease.
28. AMENDMENTS. You agree that Womack may change any of the Terms and Conditions at any time. All amended terms shall automatically be effective ten days after they are initially posted on the Site. You agree that such changed Terms and Conditions will automatically apply to any subsequent transactions with Womack after such ten (10) day period.
29. GOVERNING LAW/VENUE. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia for agreements to be performed entirely within the Commonwealth of Virginia, without regard to choice of law provisions. Both parties irrevocably submit to the jurisdiction of the state or federal courts located in or serving Martinsville, Virginia, for any action or proceeding regarding this Agreement, and both parties waive any right to object to the jurisdiction or venue of the courts in Martinsville, Virginia.