GENERAL TERMS & CONDITIONS
By engaging with Toolquip in any manner—including but not limited to making a purchase, requesting a quote, proceeding with payment, using our website, communicating with our team, or utilizing any of our services—you confirm your full agreement to Toolquip's General Terms and Conditions, as outlined below:
1. General
Any sale to the buyer whose name appears on the attached Toolquip Inc invoice hereof shall be governed solely by the following terms and conditions regardless of any other purchase orders, forms or other documents submitted by buyer to Toolquip Inc, or the inconsistency of any terms herein and therein.
2. Representation and Authority
The individual accepting these terms represents and warrants that they have full legal authority to bind the buyer entity to this agreement.
3. Orders, Prices, Down Payments and Payments
Orders placed are not subject to cancellation. Unless otherwise stated, prices are subject to change without notice. All down payments received on purchases are non-refundable. Invoices are due and payable in full without right of setoff within the indicated time stipulated on this invoice and must be paid in USD funds only. Failure to complete payment within the specified time frame may result in additional fees, penalties, or forfeiture of the order at Toolquip Inc.'s discretion.
4. Payment Schedule and Deposits
Unless a payment schedule is explicitly stated in the body of the invoice, all invoices are due in full within five (5) business days from the invoice date. Failure to remit full payment within this period shall result in the forfeiture of any and all deposits previously made, which shall be deemed non-refundable. Orders not paid within this time frame may be cancelled at Toolquip Inc.'s sole discretion, without relieving the buyer of their forfeited deposit obligations.
5. Payment Verification
The buyer assumes sole responsibility for independently verifying all payment and banking instructions by telephone or other direct means prior to submitting any wire transfer or payment. Toolquip Inc. shall not be held liable for any loss, misdirected funds, or fraud resulting from the buyer's failure to verify payment instructions directly with Toolquip Inc. prior to remittance.
6. Delivery
Toolquip Inc does not guarantee delivery dates and shall not be liable for any penalties, chargebacks, or damages resulting from late or failed delivery. It is the buyer's responsibility to arrange alternative shipping solutions if necessary. Toolquip Inc shall exert its best effort to cause the machinery, equipment, parts and/or products to be shipped in accordance with terms on the invoice. Toolquip Inc. relies on suppliers and will not be liable if a supplier cannot supply the machinery, equipment, parts and/or products, before or after payment has been received by Toolquip Inc from the buyer. Once payment has been received by Toolquip Inc title to the machinery, equipment, parts and/or products shall pass to the buyer at the point of original shipment or the Toolquip Inc location in Lebanon, Ohio. All risk of damage or loss to the machinery, parts and/or products at any time after payment has been received by Toolquip Inc is assumed by buyer and such damage or loss shall not operate in any way to release buyer from any of its obligations hereunder or otherwise. Toolquip Inc shall not be responsible or liable for any loss or damage whatsoever including loss of income/profits, incidental, special or consequential damages resulting from Toolquip Inc delayed performance, cancellation of sale, or shipment of the machinery, equipment, parts and/or products for any reason whatsoever. Toolquip Inc is not responsible or liable for any delays in shipment or cancellation of order due to export requirements, shipping availability, etc. All shipping quotes or CIF prices are subject to change at any time and subject to the machines fitting into two 40' HC containers. The buyer is responsible for any unforeseen fees in port (USA or abroad) that result from delays, customs clearance inspections or delays, container usage, and any other unforeseen circumstances. All machinery, equipment, parts, and/or products are sold in "as is, where is" condition. Toolquip Inc. does not warrant or guarantee the adequacy of packaging, crating, or preparation for transport. The buyer assumes full responsibility for ensuring that machinery is suitably prepared for shipment and acknowledges that Toolquip Inc. shall not be held liable for any damages, delays, or costs arising from insufficient or inadequate preparation, packaging, or loading.
7. Partial Shipments
Unless Toolquip Inc is otherwise instructed, partial shipments are allowed even though Toolquip Inc will always try and ship orders complete. Toolquip Inc will not be liable for under shipments (partial shipments) or over shipments. Toolquip Inc is not responsible for any additional costs or delays resulting from any shipment or multiple shipments. Any required storage, handling, or customs fees incurred due to partial shipments shall be the buyer's responsibility.
8. Storage Fees for Delayed Pickup
If the buyer fails to arrange pickup or shipment within the timeframe communicated by Toolquip Inc. following payment, Toolquip Inc. reserves the right to charge a storage fee at a rate determined at its sole discretion, based on the location and circumstances of the equipment. Toolquip Inc. further reserves the right to resell the equipment if pickup or shipment arrangements are not completed within a reasonable period as determined by Toolquip Inc. Upon resale of the equipment, Toolquip Inc. will refund to the buyer any deposits and payments previously made, less any applicable storage, handling, and packaging fees incurred. No refund shall be issued prior to the completion of a resale, and Toolquip Inc. makes no guarantee as to the timeframe within which a resale will occur.
9. Buyer-Arranged Rigging and Loading
Where the buyer arranges their own rigging, loading, or transportation services, Toolquip Inc. assumes no responsibility for any damage to the machinery, equipment, or facility, or for any bodily injury, death, or harm to any person, occurring during or as a result of those activities. The buyer's contractors, agents, employees, and representatives operate entirely at the buyer's risk. The buyer shall indemnify, defend, and hold harmless Toolquip Inc. and its shareholders, officers, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses — including reasonable attorney's fees — arising out of or related to any such rigging, loading, or transportation activities, whether brought by the buyer, the buyer's contractors or agents, or any third party.
10. Post-Payment Seller Operation
Unless explicitly agreed upon in writing between Toolquip Inc. and the buyer prior to payment, the seller retains the right to continue operating the machinery, equipment, parts, and/or products following the buyer's payment to Toolquip Inc. and prior to the agreed shipment or release date. Toolquip Inc. assumes no responsibility or liability for any continued use, operation, wear, or change in condition of the equipment by the seller during such period. The buyer acknowledges this condition and agrees that Toolquip Inc. shall not be held liable for any difference in the condition, functionality, or completeness of the equipment attributable to seller operation occurring after payment and before delivery, unless a written agreement expressly restricting such use has been executed between Toolquip Inc. and the buyer.
11. Inspection Rights
Any inspection of machinery prior to purchase is conducted at the sole risk of the buyer and their representatives. Toolquip Inc. shall not be liable for any injury, accident, or damage occurring during an inspection visit. The buyer is responsible for ensuring that all persons attending an inspection are adequately insured and qualified.
12. Photograph and Condition Documentation
Where photographs or visual documentation of machinery, equipment, parts, and/or products are provided by Toolquip Inc., such images are representative only and do not constitute a complete or exhaustive record of the equipment's condition, configuration, or completeness. Photographs may not depict every component, surface, or aspect of the equipment. The buyer agrees that any photographs or visual materials provided are for general reference purposes only and shall not be construed as a warranty, guarantee, or full representation of condition. The buyer is encouraged to conduct an independent inspection prior to purchase.
13. Machine Specifications and Descriptions
Any specifications, descriptions, or technical details provided by Toolquip Inc. in quotes, proformas, invoices, listings, or any other communications are based on information available at the time and are provided for general reference purposes only. Toolquip Inc. makes no warranty or guarantee as to the accuracy, completeness, or currency of any stated specifications. Actual machine configurations, components, and capabilities may vary from those described. The buyer acknowledges that all machinery is sold in "as is, where is" condition and that it is the buyer's sole responsibility to independently verify all specifications, configurations, and suitability for their intended application prior to purchase. No stated specification shall be construed as a warranty, guarantee, or binding representation of the equipment's condition or capability. Toolquip Inc. shall not be liable for any loss, cost, or damage arising from any discrepancy between stated and actual specifications.
14. Export Regulations
Buyer and their forwarding agent and/or exporting company acknowledge that the machinery, parts and/or products purchased from Toolquip Inc are subject to the US Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR) where applicable, and all other applicable US and international trade laws and regulations. Buyer represents and warrants that neither the buyer nor any of its principals, officers, or agents appear on any US government denied party list, including but not limited to the Bureau of Industry and Security Entity List, the Treasury Department's OFAC Specially Designated Nationals list, or any other restricted or denied party list. Buyer and their forwarding agent and/or exporting company give assurance that they shall comply with all applicable US regulations before exporting any machine, part, or product on any Toolquip Inc invoice. If a required export license does not get approved for the buyer, Toolquip Inc. will not export the machines. The buyer will still be responsible for the EXW price of the machines. During any export license application period, Toolquip Inc. reserves the right to charge storage fees at a rate determined at its sole discretion based on the location and circumstances of the equipment. In the event that an export license is denied or not obtained within a reasonable timeframe as determined by Toolquip Inc., Toolquip Inc. further reserves the right to resell the equipment to another buyer without further obligation. Upon resale of the equipment, Toolquip Inc. will refund to the buyer any deposits and payments previously made, less any applicable storage, handling, and packaging fees incurred. No refund shall be issued prior to the completion of a resale, and Toolquip Inc. makes no guarantee as to the timeframe within which a resale will occur.
15. Warranties
Toolquip Inc is not the manufacturer of the machinery, equipment, parts and/or products indicated in any Toolquip Inc invoice. Toolquip Inc will only offer the warranty to the buyer that is provided from the manufacturer or supplier of the machinery, equipment, parts and/or products to Toolquip Inc. Toolquip Inc is not responsible or liable for the warranty or no warranty supplied from the manufacturer or supplier to Toolquip Inc. All parts must be installed by a qualified technician of the brand of the item being sold. All used machinery is sold as is, and where is, and has no warranty. Toolquip Inc is not responsible for any compatibility issues, installation errors, or operational failures related to the machinery, equipment, parts, and/or products sold. It is the buyer's responsibility to verify specifications, requirements, and compliance with their specific applications before purchase.
16. Lien and Encumbrance Searches
It is the sole responsibility of the buyer to conduct and verify any lien, encumbrance, or UCC filings related to the machinery, equipment, parts, and/or products being purchased. Toolquip Inc. makes no representation or warranty regarding the presence or absence of liens and shall have no liability for any claims, losses, or disputes arising from existing or undisclosed liens.
17. Indemnification
Toolquip Inc does not warrant that the machinery, parts or products (new or used), comply with O.S.H.A safety standards. Compliance with O.S.H.A. safety standards are the responsibility of the buyer. Buyer/customer/user agrees to indemnify, hold harmless, and defend Toolquip Inc from and against any and all claims, losses or liabilities arising out of or relating to the use of the said machinery, parts or products (new or used), their employees, or agents to instruction, warnings or recommendations available from original manufacturer, or by failure of user to comply with federal, state, and local laws applicable to such equipment, including, but not limited to, the occupational safety and health act of 1970. Buyer assumes full responsibility for ensuring that all machinery, parts, and/or products comply with local, state, national, and international laws, including environmental and regulatory compliance. Toolquip Inc shall not be liable for any fines, penalties, or legal consequences arising from improper use, installation, or operation of shipped and/or sold equipment.
18. Limitation of Liability
Under no circumstances shall Toolquip Inc be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to lost profits, lost business opportunities, downtime costs, or labor expenses.
19. Patents, Copyrights and Trademarks
No license or other rights under any patents, copyrights or trademarks owned or controlled by the manufacturers of the machines, products and/or parts indicated in any Toolquip Inc invoice are granted to the buyer or implied by the sale of the machinery, products and/or parts or services hereunder. The buyer will be responsible to the manufacturer of the machinery, products and/or parts in any Toolquip Inc invoice for any patent, copyright and trademark infringement.
20. Force Majeure
Toolquip Inc shall not be held liable for any delay or failure in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, supplier failures, global pandemics, changes in government regulations, trade restrictions, acts of war, cyberattacks, or disruptions in transportation or logistics.
21. Governing Language
This agreement and all related documents are executed in the English language, which shall be the controlling language for all purposes. Any translation of these terms and conditions is provided as a courtesy only and shall have no legal effect. In the event of any conflict or inconsistency between the English version and any translation, the English version shall prevail.
22. Attorney's Fees
In the event of any dispute arising out of or related to this agreement, if Toolquip Inc. is the prevailing party, the buyer shall be responsible for reimbursing Toolquip Inc. for its reasonable attorney's fees, court costs, and other legal expenses incurred in connection with such dispute.
23. Dispute Resolution and Venue
Any disputes arising from this agreement shall be resolved exclusively in the courts of Warren County, Ohio, or through binding arbitration at Toolquip Inc.'s election. The buyer waives any objection to jurisdiction or venue in Ohio.
24. No Verbal Representations
No verbal statements, representations, promises, or agreements made by any Toolquip Inc. employee, agent, or representative during the sales process, negotiations, or any other communication shall be binding upon Toolquip Inc. unless explicitly reflected in writing on the applicable invoice or in a separate written agreement signed by a legal authorized representative of Toolquip Inc. The buyer acknowledges that they are relying solely on the written terms of the invoice and these General Terms and Conditions in proceeding with any purchase.
25. Privacy Policy Acknowledgment
By engaging with Toolquip in any capacity—including but not limited to visiting our website, communicating with our team, making inquiries, placing orders, or being included in our contact database—you acknowledge and agree to our Privacy Policy. This applies whether your information was provided directly by you, obtained through business interactions, or sourced from publicly available or industry-related channels. Toolquip Inc reserves the right to update or modify its Privacy Policy at any time. Continued engagement with Toolquip, including but not limited to website visits, inquiries, business transactions, continued receipt of communications or any interaction constitutes acknowledgment and acceptance of the most current version of the Privacy Policy.
26. Miscellaneous Provision
These terms and conditions constitute the entire agreement between Toolquip Inc and the buyer, purchaser, customer, forwarding agent, and exporting company relating to any inquiry, quote, purchase, sale, transfer, shipment, or other transaction involving any machines, equipment, products, and/or parts referenced in a Toolquip Inc invoice or proforma, and supersedes any and all prior agreements, correspondence, quotations, or understandings between the parties with respect to the subject matter hereof. This agreement shall be governed by the laws of Ohio. These terms and conditions are subject to change at any time without notice.
PRIVACY POLICY
1. Introduction
At Toolquip (“we,” “our,” or “us”), we value our relationships with customers and industry partners. This Privacy Policy outlines how we collect, use, and share information to enhance our services and improve business operations.
2. Information We Collect
We may collect various types of information, including but not limited to:
· Personal and Business Information: Name, contact details, company affiliation, job title, and payment details.
· Machine and Service Information: Details about CNC machines, service requests, and related interactions.
· Communication Records: Emails, phone calls, and other correspondence with our team.
· Website and Transactional Data: Online activity, IP addresses, and purchasing behavior.
3. How We Use Your Information
We use the information we collect in many ways, including but not limited to:
· Facilitate transactions, service requests, and customer support.
· Improve our products, services, and overall customer experience.
· Conduct marketing, promotional efforts, and industry outreach.
· Develop business strategies and partnerships.
· Fulfill operational, administrative, and compliance requirements.
4. Information Sharing and Business Relationships
As part of our business operations, Toolquip may share information with:
· Affiliated and Related Businesses: Including companies, services, or initiatives that we believe align with our operations, support, or customer needs.
· Industry and Business Partners: To facilitate service enhancements, provide relevant opportunities, and explore potential collaborations.
· Third-Party Service Providers: For processing transactions, analytics, marketing, operational support, and technical assistance.
· Other Relevant Entities: As we believe necessary for business growth, compliance, legal obligations, or operational efficiency.
We may share information in a variety of contexts, including collaborations, marketing campaigns, research initiatives, and strategic partnerships.
5. Data Retention and Management
Toolquip retains customer and business information for as long as we consider necessary to fulfill operational, legal, and strategic purposes. Retention periods may vary depending on the nature of the information and our business needs.
6. Disclaimer of Liability
While we take reasonable steps to manage and share information in line with our business needs, Toolquip is not responsible for any unauthorized access, loss, disclosure, or misuse of your information, including but not limited to instances of data breaches, hacking, or third-party actions beyond our control. By using our services, you acknowledge and accept that Toolquip assumes no liability for how your data is accessed, used, or shared by us or any third parties with whom we engage.
7. Your Choices and Contact Information
We respect customer preferences regarding communication and marketing outreach. If you wish to update your contact details, opt out of certain communications, or have questions about our data practices, you may contact us at:
Toolquip
2828 Utica Rd.
Lebanon, OH 45036
sales@toolquipUSA.com
513.486.0291
8. Updates to This Policy
Toolquip may update this Privacy Policy at any time. The latest version will be posted on our website, and continued use of our services indicates acceptance of the current policy.