Terms and Conditions of Sale
Please read these Conditions carefully before using this Website. By accessing any part of this Website, you shall be deemed to have accepted these Conditions in full. If you do not accept these Conditions, you may not use this Website.
We may modify these Conditions from time to time without notice to you. In the event we change these Conditions, we will post these changes on this page. We therefore encourage you to review this page regularly to ensure that you are aware of our current Conditions.
1. Acceptance - Agreement.
The following terms and conditions of sale are applicable to all sales of Products or Services, and all quotations, order acknowledgements, and invoices from Sporting iD/ITW Graphics, a division of Illinois Tool Works Inc., ("Seller") and to all purchase orders from Seller's customers ("Purchasers") and are the only terms and conditions applicable to the sale of Seller's Products or Services ("Products or Services"), except those relating solely to prices, quantities, delivery schedules, terms of payment, invoicing, shipping instructions, or descriptions of the Products set forth in Purchaser's Purchase Orders. Purchase orders, if accepted by Seller, are accepted subject to the terms and conditions set forth herein. SELLER HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY PURCHASER, WHETHER OR NOT CONTAINED IN ANY OF PURCHASER'S BUSINESS FORMS OR IN PURCHASER'S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS SHALL BE VOID AND OF NO EFFECT UNLESS IN A WR I T I N G SPECIFICALLY AGREED TO BY SELLER SPECIFICALLY REFERRING TO AND AGREEING TO THE CHANGE. Purchaser's acceptance of Products or Services called for in said purchase order shall constitute its acceptance of the following terms and conditions of sale (these "Terms and Conditions"). Any changes to these Terms and Conditions must be in writing clearly identifying the change and signed by Seller.
Quotations are only valid in writing and for 30 days from the date of the quotation unless otherwise notified. All quotations by Seller are subject to change or withdrawal without prior notice to Purchaser unless otherwise specifically stated in the quotation. Quotations are made subject to approval by Seller of Purchaser's credit. Seller shall have no obligation to sell or deliver Products or Services covered by Seller's quotation unless and until Seller issues an order acknowledgement form or upon the shipment of Products or commencement of Services by Seller.
Prices are in U.S. Dollars and are subject to change without notice. If a raw material, component, or service provider raises its prices, or imposes a surcharge on Seller, Seller reserves the right to increase prices and/or surcharge Purchaser and Purchaser agrees to accept such price increase or surcharge for the term of such price increase or surcharge or until the termination of the contract to which these terms and conditions apply is reached. Time of payment is of the essence. All orders are accepted subject to Seller's price in effect at time of shipment.
4. Terms of Payment.
The inspection rights granted to Purchaser will not affect or alter the payment terms or the timing of Purchaser's payment obligations. Under no circumstances will Purchaser have a right of set-off. Seller shall have the right to offset its payables against its receivables related to Products or Services purchased from Seller. Unless otherwise expressly agreed to by Seller in writing, terms of payment are 30 days net from the date of Seller's invoice. No discount shall be allowed on transportation charges. Purchaser agrees to pay interest on overdue invoices at the rate of 1 ½ % per month, but not higher than the highest rate permitted by law. If Purchaser fails to make any payment as required, Purchaser agrees to indemnify Seller for all costs and expenses, including reasonable attorney fees, court costs, and associated expenses incurred by Seller.
5. Credit Approval.
All shipments to be made hereunder shall at all times be subject to the approval of Seller's credit department. Seller may invoice Purchaser and recover for each shipment made pursuant to these Terms and Conditions as a separate transaction without regard to any other order or agreement with Seller, or if, in Seller's sole judgment, the financial responsibility of Purchaser is or becomes unsatisfactory, then Seller may, at its option and without prejudice to any of its other remedies, (a) defer or decline to make any shipments hereunder except upon receipt of satisfactory security or cash payments in advance, and / or (b) terminate all purchase orders of Purchaser.
6. Termination for Convenience of Purchaser.
Seller reserves the right to cancel any purchase orders or releases thereunder, or terminate any agreement relating to purchase of Seller's Products or Services on not less than thirty (30) days notice. Once Seller has either accepted a purchase order or has begun taking actions with respect to such purchase order, such purchase order cannot be canceled, terminated or modified by Purchaser in whole or in part except with Seller's consent in writing and then only upon terms and conditions to be agreed upon which shall include protection of Seller against all losses. Purchaser shall indemnify Seller for any costs incurred, including material and labor costs, in connection with any purchase order that Purchaser desires to cancel, terminate or modify.
7. Termination for Cause.
Seller may also terminate any purchase order or any Agreement relating to purchase of Seller's Products or Services for cause in the event of any default by the Purchaser or if Purchaser fails to comply with these Terms and Conditions.
8. Proprietary Information - Confidentiality - Advertising.
All information furnished or made available by Seller to Purchaser in connection with the subject matter of these Terms and Conditions or of Purchaser's purchase order shall be held in confidence by Purchaser. Purchaser agrees not to use such information or disclose such information to others without Seller's prior written consent. The obligations in this paragraph will not apply to any information which (a) at the time of disclosure was or thereafter becomes, generally available to the public by publication or otherwise through no breach by the Purchaser of any obligation herein, (b) Purchaser can show by written records was in the Purchaser's possession prior to disclosure by Seller, or (c) is legally made available to Purchaser by or through a third party having no direct or indirect confidentiality obligation to Seller with respect to such information. Purchaser shall not advertise or publish the fact that Seller has contracted to purchase Products or Services from Purchaser, nor shall any information relating to the order be disclosed without Seller's written permission.
9. Ownership of Inventions.
All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or Intellectual Property disclosed or otherwise provided to Purchaser by Seller and all rights therein (collectively, "Intellectual Property") will remain the property of Seller and will be kept confidential by Purchaser in accordance with these Terms and Conditions. Purchaser shall have no claim to, nor ownership interest in, any Intellectual Property and such information, in whatever form and any copies thereof, shall be promptly returned to Seller upon written request from Seller. Purchaser acknowledges that no license or rights of any sort are granted to Purchaser hereunder in respect of any Intellectual Property, other than the limited right to use the Seller's proprietary Products purchased from Seller.
The Purchaser shall not alter, remove, duplicate, or tamper with any trademarks appearing on or used in relation to the Products and Services. The Purchaser shall be permitted to advertise using the trademarks appearing on or used in relation to the Products and Services, provided that Purchaser obtains the Seller's prior written consent to do so. Such consent is at the absolute discretion of the Seller and may be withdrawn by the Seller at any time, whereupon the Purchaser shall immediately: (a) remove all references to the trademarks from Purchaser's advertising and marketing materials, including Internet advertising and sales literature, and (b) destroy all copies of catalogues and/or sales literature in Purchaser's possession or control that display the trademarks at issue.
Unless otherwise agreed in writing signed by Seller, all material, equipment, facilities, and special tooling, (which term includes but is not limited to tools, jigs, dies, fixtures, molds, patterns, special taps, special gauges, special test equipment, and manufacturing aids and replacements thereof), used in the manufacture of the Products covered by any purchase order shall remain the property of Seller. Any material, tooling, or equipment furnished to Seller by Purchaser shall be and remain the personal property of Purchaser with the title to and right of possession remaining in Purchaser.
11. Infringement Indemnification.
(a) Except as set forth below, Seller agrees to defend, indemnify and hold Purchaser harmless against any claims, costs, damages, liability and expenses resulting from actual patent, trademark, or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign, that may arise from the sale of Seller's proprietary Product to Purchaser as such pertains to the subject matter of these Terms and Conditions (provided that Product is not modified in any way by Purchaser or any other party, and that the Product is used in the manner intended by Seller). If a suit or claim results in any injunction or any other order that would prevent Seller from supplying any part or Product falling under these Terms and Conditions, or if the result of such a suit or claim would, in the reasonable opinion of Seller, otherwise cause Seller to be unable to supply such parts or Products, Seller shall have the right, at its option, if it so chooses, to do one or more of the following: (i) secure an appropriate license to permit Seller to continue supplying said parts or Products to Purchaser; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if the Seller cannot reasonably accomplish the actions specified in subparagraphs (i) - (iii), then in Seller's sole discretion, Seller may discontinue selling the part or Product without any further liability to Purchaser. (b) Purchaser agrees to defend, indemnify and hold Seller harmless against any claims, costs, damages, liability and expenses resulting from actual or alleged patent, trademark, or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign, that may arise from the making, using or selling of any part or Product or using any process that is designed or specified by Purchaser. (c) If any claim is made by a third party on the basis of which indemnification may be sought under this paragraph, the party entitled to indemnification (the "Indemnified Party") shall give written notice of such claim to the party liable for such indemnification (the "Indemnifying Party") promptly after the Indemnified Party has actual notice of such claim. The Indemnifying Party shall have the right to defend and/or settle such claim at its expense, provided that it does so diligently and in good faith. The Indemnified Party shall cooperate with such defense and/or settlement and shall have the right to participate in (but not to control) such defense and/or settlement at its expense. No settlement shall be entered into unless the Indemnified Party shall be released from all liability for such claim.
12. Force Majeure.
Seller shall not be liable for failure to perform or delay in performance or delivery of any Products or Services due to (a) fires, floods, strikes, or other labor disputes, accidents, sabotage, terrorism, war, riots, acts of precedence or priorities granted at the request or for the benefit, directly or indirectly, of any federal, state or local government or any subdivision or agency thereof, delays in transportation or lack of transportation facilities, restrictions imposed by federal, state or local laws, rules or regulations; or (b) any other cause beyond the control of Seller. In the event of the occurrence of any of the foregoing, the time for performance shall be extended for such time as may be reasonably necessary to enable Seller to perform. Seller may, during any period of shortage due to any of the above circumstances, allocate its available supply of Products or Services among itself and its Purchasers in such manner as Seller, in its judgment, deems fair and equitable.
13. Inspection / Testing.
Seller grants Purchaser the right to inspect Products for a period of fifteen (15) business days immediately following delivery ("Inspection Period").
Purchaser must notify Seller of any Products that do not conform to the terms applicable to their sale within the Inspection Period, and afford Seller a reasonable opportunity to inspect such Products and cure any nonconformity. If Purchaser fails to provide Seller with notice of nonconformity within the Inspection Period, Purchaser shall be deemed to have accepted the Products. Purchaser will have no right to return any Product without Seller's prior written authorization. Any return authorized by Seller must be made in accordance with Seller's return policies then in effect and must be accompanied by a Returned Goods Authorization ("RGA") from Seller. Purchaser will be responsible for all costs and expenses associated with any returns of Products and will bear the risk of loss or damage of such Products, unless Seller agrees otherwise in writing or determines that the Products do not conform to the applicable terms of sale. Seller, in its sole discretion may reject any return of Product not approved by Seller in accordance with this paragraph or otherwise not returned in accordance with Seller's then current-return policies. Payment for the Products delivered hereunder shall not constitute acceptance thereof. Purchaser shall have the right to inspect such Products and to reject any or all of said Products which are in Purchaser's judgment defective or nonconforming.
SELLER WARRANTS ONLY THAT THE PRODUCTS OR SERVICES SOLD HEREUNDER (A) W ILL CONFORM TO THE DESCRIPTION, IF ANY, ON THE FACE HEREOF, (B) W ILL BE CONVEYED FREE AND CLEAR OF ANY LIEN, SECURITY INTEREST OR ENCUMBRANCE CREATED BY SELLER OR ANY PARTY CLAIMING BY, THROUGH OR UNDER SELLER, AND (C) W ILL BE FREE FROM SUBSTANTIAL DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE GIVEN PROPER INSTALLATION AND MAINTENANCE FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF SHIPMENT OF THE PRODUCT.
SELLER SHALL HAVE THE RIGHT EITHER TO REPLACE OR REPAIR ANY DEFECTIVE PRODUCTS, TO REFUND THE PURCHASE PRICE UPON RETURN OF THE PRODUCTS OR TO GRANT A REASONABLE ALLOWANCE ON ACCOUNT OF SUCH DEFECTS, AND SELLER'S LIABILITY AND PURCHASER'S EXCLUSIVE REMEDY FOR DEFECTIVE PRODUCTS SHALL BE LIMITED SOLELY TO REPLACEMENT, REPAIR, REFUND OR ALLOWANCE AS SELLER MAY ELECT.
SELLER SHALL BE GIVEN A REASONABLE OPPORTUNITY TO INVESTIGATE ALL CLAIMS AND NO PRODUCTS SHALL BE RETURNED TO SELLER UNTIL AFTER INSPECTION AND APPROVAL BY SELLER AND RECEIPT BY PURCHASER OF AN RGA.
15. Disclaimer of Further Warranties. EXCEPT AS SET FORTH ABOVE, SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE) WITH RESPECT TO ITS PRODUCTS OR SERVICES.
16. Limitation on Seller's Liability and Remedies - Statute of Limitations.
SELLER SHALL NOT BE LIABLE, AND PURCHASER WAIVES ALL CLAIMS AGAINST SELLER, FOR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON SELLER'S NEGLIGENCE OR BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. SELLER W ILL NOT BE LIABLE TO PURCHASER FOR ANY LOSS, DAMAGE, OR INJURY TO PERSONS OR PROPERTY RESULTING FROM THE HANDLING, STORAGE, TRANSPORTATION, RESALE, OR USE OF ITS PRODUCTS IN MANUFACTURING PROCESSES, OR IN COMBINATION WITH OTHER SUBSTANCES, OR OTHERWISE. IN NO EVENT WILL SELLER'S LIABILITY UNDER THESE TERMS AND CONDITIONS OR IN CONNECTION WITH THE SALE OF PRODUCTS BY SELLER EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS OR SERVICES AS TO WHICH THE CLAIM IS MADE. Notwithstanding any contrary statute of limitations, any cause of action for any alleged breach of these terms and conditions by Seller shall be barred unless commenced by Purchaser within one (1) year from the accrual of such cause or action.
17. Entire Agreement.
These Terms and Conditions constitute the terms and conditions to the contract of sale and purchase between Seller and Purchaser with respect to the Products covered by these Terms and Conditions, and supersedes any prior agreements, understandings, representations and quotations with respect thereto. No modification hereof shall be of any force or effect unless in writing and signed by the party to be bound thereby.
18. Assignments and Subcontracting.
No assignment of any rights or interest or delegation of any obligation or duty of Purchaser under these terms and conditions, Seller's quotation, order acknowledgement, or invoice, or Purchaser's purchase order may be made without the prior written consent of Seller. Any attempted assignment or delegation will be wholly void and totally ineffective for all purposes.
19. Title / Risk of Loss / Delivery.
Unless other arrangements are made in writing, Seller anticipates use of common carriers for transport of Products. Unless specifically otherwise provided in Seller's invoice, the carrier, and not Seller, will bill for freight rates and other transportation charges. Such payments are solely the responsibility of Purchaser, to be paid directly by Purchaser to the carrier. All Products shall be shipped F.O.B. Seller's warehouse and shall become the property of Purchaser upon delivery to the carrier and receipt of full payment by Seller. Purchaser shall assume all risk and liability for loss, damage, or destruction, as well as the results of any use or misuse by third parties who may acquire or use the Products illicitly after the delivery to the carrier. Unless mutually agreed upon, shipping dates are approximate and are based upon prompt receipt of all necessary information. Seller reserves the right to ship items in a single or multiple shipments. If in order to comply with Purchaser's required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by Purchaser, unless the necessity for such rerouting or expedited handling has been caused by Seller.
Purchaser shall notify Seller and the delivering carrier within fifteen (15) business days from date of receipt of Products, of any damage or shortage, and afford Seller a reasonable opportunity to inspect the Products. Any loss occasioned by damage or shrinkage in transit will be for Purchaser's account and claims for such loss shall be made solely against the carrier
Unless otherwise agreed in writing, any variation in quantities shipped over or under the quantities ordered (not to exceed 10%) shall constitute compliance with Purchaser's order and the stated price per item will continue to apply.
Except as provided in Sections 13 and 14 hereof, Seller will neither accept return of Product, nor be responsible for its destruction.
23. Technical Data.
All physical properties, statements and recommendations are either based on the tests or experience that Seller believes to be reliable, but they are not guaranteed.
24. Product Use
Prohibition Against Resale of Heat Transfer Products. Purchaser is solely responsible for determining whether any Product is fit for a particular purpose and suitable for Purchaser's method of application. Accordingly, and due to the nature and manner of use of Seller's Products, Seller is not responsible for the results or consequences of use, misuse or application of its Products by anyone.
Purchaser shall not sell, assign, distribute, or donate any of Seller's heat transfer Products to any third party without Seller's prior written approval. This prohibition applies only to the heat transfer Products themselves and not to the articles (such as clothing) to which Seller's heat transfer Products have been affixed or applied.
Purchaser shall pay to Seller, in addition to the purchase price, the amount of all fees, duties, licenses, tariffs, and all sales, use, privilege, occupation, excise, or other taxes, federal, state, local or foreign, which Seller is required to pay or collect in connection with the Products or Services sold to Purchaser. Failure by the Seller to collect any such fees or taxes shall not affect Purchaser's obligations hereunder and Purchaser shall fully defend, indemnify and hold harmless Seller with respect to such tax obligations.
No failure of Seller to insist upon strict compliance by Purchaser with these Terms and Conditions or to exercise any right accruing from any default of Purchaser shall impair Seller's rights in case Purchaser's default continues or in case of any subsequent default by Purchaser. Waiver by Seller of any breach by Purchaser of these terms and conditions shall not be construed as a waiver of any other existing or future breach.
Settlement of Disputes.The rights and remedies reserved herein shall be cumulative, and additional to any other or further remedies provided in law or equity.
28. Applicable Law.
This agreement shall be governed and interpreted by the State of Illinois, U.S.A., and not the United National Convention for International Sale of Goods. All disputes involving this agreement shall be adjudicated in Cook County, Illinois, U.S.A.
29. Waiver of Jury Trial.
Each party waives, to the fullest extent permitted by law, the right to trial by jury in any legal proceedings arising out of or relating to these Terms and Conditions.
30. Fees and Costs.
In any arbitration or legal action filed under these Terms and Conditions, the prevailing party will be entitled, in addition to such other relief that is granted, to all of its fees and costs, including reasonable attorney's fees, provided that if each party prevails in part, such fees and costs shall be allocated in such manner as the court or arbitrator shall determine to be equitable in view of the relative merits and amounts of the parties' claims.
If any provision herein shall be held to be unlawful or unenforceable, the remaining provisions herein shall remain in full force and effect.
32.Availability Of The Website.
ITW will try to make the Website available but cannot guarantee that it will operate continuously or without interruptions or be error free and can accept no liability for its unavailability. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance, upgrade or repair or for reasons beyond our control.
33. Third Party Links.
ITW make no representations whatsoever about any other web sites which you may access through the Website or which may link to the Website. You acknowledge that we have no control over the content or availability of such third party web site. If you decide to access any third party websites linked to this Website, you do so entirely at your own risk.
While we endeavour to ensure that the information on this Website is correct, we do not warrant the accuracy and completeness of the material on this Website. We may make changes to the material on this Website, or to the products and prices described in it, at any time without notice. The material on this Website is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with this Website on the basis that we exclude all representations, warranties, conditions and other terms implied by statute or common law that might have effect in relation to this Website. You are responsible for ensuring that your computer system or communication device meets all relevant technical specifications necessary to use the Website. We cannot and do not guarantee or warrant that any material available for downloading from the Website will be free from infection, viruses or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular security requirements.
35. Website Use Restrictions
You are prohibited from posting or transmitting to or from this Website any material:
(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
(b) for which you have not obtained all necessary licences and/or approvals; or
(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the United Kingdom or any other country in the world; or
(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
The intellectual property rights in all names, logos and marks appearing on the Website or any content contained in or accessible via the Website are owned by us or has been licensed to us for use, except as otherwise noted. The use or misuse of trademarks or any copyright or patented protected material without our prior written consent is strictly prohibited. You may download information from the Website for the purpose of making an order or purchasing the Products. However, you may not modify, copy, reproduce, republish, upload, post, transmit or distribute, by any means or in any manner, any material or information on or downloaded from the Website including but not limited to text, graphics, video, messages, code or software without our prior written consent. All rights are expressly reserved. You must not attempt to interfere with the proper working of the Website and, in particular, you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other Internet connected device. We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of this clause.