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Tungaloy America, Inc. Website Terms of Use

May 2018

Introduction to Tungaloy America, Inc. Website

Welcome to Tungaloy America, Inc.’s website. We appreciate your interest in Tungaloy products.

These Website Terms of Use (“Terms”) are a legal contract between you (“You” or “User”) and Tungaloy America, Inc., an Illinois corporation (“Tungaloy”), for the use of this Internet website (the “Site”), including the purchase of merchandise and services advertised on this Site (“Order” or “Orders”). Access to and use of this Site by any User is subject to these Terms, including any modifications or additions to these Terms from time to time issued by Tungaloy and all applicable laws and regulations. PLEASE READ THESE SITE TERMS OF USE (“TERMS”) CAREFULLY. THESE TERMS CONTAIN CONTRACTUAL RESTRICTIONS ON YOUR RIGHTS TO USE THESE SITES, RESTRICTIONS ON RIGHTS YOU CAN ENFORCE AGAINST TUNGALOY, AND LIMITATIONS OF TUNGALOY’ LIABILITY. BY ACCESSING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS AND REPRESENT AND WARRANT TO TUNGALOY THAT YOU ARE AUTHORIZED TO ENTER INTO AND BE BOUND BY THESE TERMS ON YOUR OWN BEHALF OR ON BEHALF OF THE ENTITY THAT YOU REPRESENT. THESE TERMS ARE SUBJECT TO CHANGE. ANY CHANGES WILL BE INCORPORATED INTO THE TERMS OF USE POSTED TO THIS SITE FROM TIME TO TIME, AND ANY ACCESS OF THIS SITE BY YOU AFTER SUCH CHANGES ARE SO POSTED SHALL BE DEEMED YOUR AGREEMENT TO SUCH CHANGES.

FOR NEW JERSEY RESIDENTS, TO THE EXTENT ANY TERM HEREOF (OR OF ANY TERMS OF SALE (DEFINED BELOW)) IS GOVERNED BY THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT (“TCCWNA”) AND SUCH TERM, IF ENFORCED AS PROVIDED HEREIN, IS CONTRARY TO OR VIOLATIVE OF ANY CLEARLY ESTABLISHED RIGHT YOU HAVE UNDER STATE OR FEDERAL LAW, SUCH OFFENDING TERM(S) SHALL BE DEEMED OMITTED FROM THESE TERMS (AND SUCH TERMS OF SALE), AND YOUR AGREEMENT TO THESE TERMS DOES NOT AND WILL NOT IN ANY WAY CONSTITUTE A WAIVER OF YOUR RIGHTS UNDER THE TCCWNA.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THIS SITE.

Your use of this Site may be further governed by any agreement, including the General Terms and Conditions of Sale between you and Tungaloy (“Terms of Sale”) governing your accounts with Tungaloy and/or your activities on the Site(s). In the event of any inconsistency between the terms of the Terms of Sale and these Terms, the requirements of the Terms of Sale shall control. If you are bound by a separate and independent valid written agreement with Tungaloy, none of these Terms of Use shall invalidate any of the provisions of such an agreement. You also represent and warrant to Tungaloy that you are authorized to bind your employer to these Terms.

When we refer to “Tungaloy,” “we,” “us” or “our,” we mean Tungaloy America, Inc. or, as applicable, the specific division, subsidiary, or affiliate that operates the relevant Site, provides its content, or processes information received through it, each as appropriate and applicable. When we refer to “You,” “Your” or “User,” we mean the person accessing the relevant Site. If the person accessing the Site acts on behalf of, or for the purposes of, another person, including a business or other organization, “you” or “your” also means that other person, business or organization.

If you do not agree with all terms and conditions hereof, please exit the Site without making any use of it. Tungaloy reserves the right, at its sole and absolute discretion, to terminate and/or otherwise limit access to all or part of this Site and/or its contents as it deems fit, with or without notice.

Description of Service and Use of the Site

Our Site provides its users with easy access to our products, for the purposes of ordering any of our products (“Products”) that are listed on the Site from time to time, and also to acquire updated information regarding our Products and services ("Services"). This Site and any of the Products or Services provided by Tungaloy in connection with this Site are being provided to you expressly subject to these Terms. Tungaloy makes this Site available subject to these Terms and all applicable laws. By accessing, browsing or otherwise using (collectively, “use” or “using”) this Site, you acknowledge that you, the individual user of this Site, have read, understood and agree to be legally bound by these Terms, and to comply with all applicable laws and regulations, without limitation or qualification. By using this Site, you further acknowledge that you have the authority to and do hereby legally bind the business entity, if any, which you serve as an agent, independent contractor or employee thereof, to these Terms, without limitation or qualification. These Terms shall take effect immediately on your first use of this Site. If you do not agree to these Terms, you are not authorized to access, browse or otherwise use this Site.

This Site provides information about Tungaloy and its Products and Services, and facilitates the purchase of such Products and Services. All Products on this Site are available for delivery only within the United States. Use of this Site is limited to legitimate purposes. Tungaloy may, from time to time, introduce new features to this Site or modify or delete existing features in its sole discretion. Tungaloy shall notify User of any of these changes to features to the extent Tungaloy is required by law to do so. By using any new or modified features when they become available, User agrees to be bound by these Terms concerning such new or modified features.

Any access or attempt to access other areas of Tungaloy’s computer systems or other information contained on such systems for any purposes is strictly prohibited. User agrees not to interfere, in any way, with use of or access to this Site or take any action that imposes an unreasonable or disproportionately large load on this Site infrastructure. Tungaloy reserves the right to report any activity that it suspects would violate any law or regulation and disclose any information to appropriate law enforcement officials, regulators, or other appropriate third parties.

Tungaloy also has the right to modify, suspend or discontinue, temporarily or permanently, this Site, any Products or Services advertised by Tungaloy through this Site, or any User’s right to access or use any portion of this Site, in Tungaloy’ sole discretion, at any time and without prior notice, for any reason, including without limitation: (1) attempts to gain unauthorized access to this Site or assist others attempting to do so, (2) disabling any security features on this Site, (3) User’s violation of these Terms, (4) failure to pay for ordered Products or Services or the applicable shipping charges, (5) suspected or actual infringement of a third party’s intellectual property rights, or (6) requests by law enforcement or other government agencies. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms for all purposes. In the event of any such termination, the restrictions on your use of the material on this Site shall survive such termination, and you agree to be bound by those terms. YOU ACKNOWLEDGE AND AGREE THAT TUNGALOY SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THIS SITE OR ANY MERCHANDISE OR SERVICES ADVERTISED BY TUNGALOY OR ORDERED BY YOU THROUGH THIS SITE.

Certain portions of this Site are intended to be used only by individuals authorized by their employer or principal (“Customer”) in compliance with its Terms of Sale with Tungaloy. Such individuals must use the username and password assigned to them and not those of any other person. If you are not authorized by Customer for this purpose; or if you are using someone else’s login information, you are deemed an unauthorized user and you should not use this Site. If nonetheless you continue, then by using this Site, you undertake and agree that: (1) you will be personally liable for any and all expenses, costs or damages incurred by us in investigating or addressing your unauthorized use of this Site (such obligations shall be in addition to whatever other rights and remedies may be available to us for your unauthorized use); and (2) you will be personally bound to the terms of the Terms of Sale for the entire debts and other commitments of Customer, waiving any actual notice or knowledge of the terms of the Terms of Sale, all without any duties or obligations to you on the part of Tungaloy.

In order to use the Services, you have to provide us with your personal details according to the format appearing in the Home Page. Users who wish to order certain merchandise or services using this Site may be required to register on this Site by completing and executing a Registration Agreement (“Registration Agreement”). Tungaloy may accept or reject any Registration Agreement in its sole discretion. User represents and warrants that the information provided when registering is accurate, complete and current as of the date submitted and that User will update such information from time to time as necessary. These Terms shall be incorporated into, and form an integral part of, each Registration Agreement. Although Users are not required to register, if User does not register, User will be required to accept these Terms each time User wishes to access this Site or place an Order. As part of the registration process, User will be assigned a Customer Number (“Customer Number”), and will select a user name (“User Name”) and a password (“Password”) to access the User Name. User’s User Name and Password are User’s credentials to access this Site. User may not have a User Name that is vulgar, attempts to impersonate another person, or violates the rights of others. Tungaloy also may reject any User Name that Tungaloy determines in its discretion is unacceptable for use on this Site. User is solely responsible for all use of this Site under its User Name and Password and for maintaining the confidentiality of its User Names and Passwords and will (i) promptly notify Tungaloy of any actual or suspected unauthorized use of this Site and (ii) ensure that User exits from User’s account at the end of each session.

Tungaloy will not be liable for any loss or damage arising from User’s failure to comply with User’s obligations hereunder. Tungaloy reserves the right to suspend or terminate any User Name or Password upon notice to User that it reasonably determines may have been used for an unauthorized purpose. Tungaloy will not be liable for any damage, injury or other such loss that the User incurs by failing to maintain the confidentiality of the password or by otherwise failing to comply with these Terms.

By establishing a User Name with Tungaloy, and each time User submits an Order through this Site, User authorizes Tungaloy to contact User at User’s e-mail address. User may stop receiving Tungaloy’s marketing e-mails by sending an e-mail to Tungaloy at [optout@Tungaloy.com] or follow the opt-out procedures set forth in such e mails.

User is solely responsible for maintaining the security of its [Customer Number,] User Name and Password. User may not disclose its [Customer Number,] User Name or Password to any third party (other than third parties authorized by User to use User’s account) and is solely responsible for any use of or action taken under its User Name and Password on this Site. User is responsible for changing its User Name and Password if either is compromised. User agrees that Tungaloy, in its sole discretion, may terminate User’s Password or User Name or use of this Site for any reason, including, without limitation, for lack of use, or if Tungaloy believes that User has violated or acted inconsistently with the letter or spirit of these Terms. User agrees that any termination of User’s Password or User Name or use of this Site may be affected without prior notice and acknowledges and agrees that Tungaloy may immediately deactivate or delete User’s account and all related information and files and/or bar any further access to such information and files. Further, User agrees that Tungaloy shall not be liable to User or any third party for any termination of User’s access, as provided herein.

Tungaloy may, at its option, change the parameters for the Password used to access this Site without prior notice to User, and if Tungaloy does so, User will be required to change his or her Password the next time User accesses this Site. To prevent unauthorized access to User accounts and to prevent unauthorized use of this Site, User agrees to protect and keep confidential its Customer Number, User Name, Password, or other means of accessing User accounts via this Site. If User discloses User’s Customer Numbers, User Name and/or Passwords to any person(s) or entity, User assumes all risks and losses associated with such disclosure. If User permits any other person(s) or entity to use this Site or to access or use User’s Customer Numbers, User Name, Passwords, or other means to access User accounts, User is responsible for any transactions and activities performed from User accounts and for any use of User personal and account information by such person(s) or entity.

User may use the records, documents and information obtained through this Site only as necessary to use this Site’s services or to place an Order with Tungaloy. Without limiting the foregoing or expanding any User rights hereunder, User agrees that it will not (A) republish, reproduce, sell, resell, distribute (through linking or framing or otherwise) or make any commercial use of this Site (other than the ordering of merchandise in accordance with these Terms and the Registration Agreement) or any of the information available through this Site; (B) make any use of any such information or the facilities of Tungaloy that would allow an unauthorized third party to have access to or the benefits of this Site; (C) collect or use other users’ e-mail addresses or other users’ information, ratings or listings, or otherwise conduct any data extraction or data mining whatsoever.

User agrees that, while using this Site, User will not: (A) transmit or post on this Site any message under a false name; (B) transmit or post on this Site any unlawful, libelous, defamatory, threatening, abusive, harassing or otherwise objectionable information of any kind, including, without limitation, any transmission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise under any applicable law; (C) transmit or post on this Site any record, document or information that discloses private or personal matters concerning any person, including, but not limited to, messages or information that would violate a person’s rights of privacy or publicity; (D) transmit or post on this Site any record, document, information, file or software that contains a virus, worm, Trojan Horse or any other contaminating or destructive features; (E) transmit or post on this Site any record, document, information, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets, confidential or other proprietary information, or use of trademarks or service marks in an infringing fashion; (F) interfere, in any way, with other use of or access to this Site; (G) offer for sale or sell illegal merchandise, including counterfeit merchandise or merchandise or services that violate or infringe upon the patent rights, copyrights, trade secrets, trademarks or other intellectual property rights or other rights of any person or entity; (H) modify, delete or alter any information or Order placed by or on behalf of any other User.

User agrees to comply with all applicable laws, statutes and regulations regarding use of this Site, including ordering and/or purchasing Products. Tungaloy may report fraudulent conduct to law enforcement authorities, and Tungaloy will cooperate to ensure that violators are prosecuted to the fullest extent of the law. In addition, Tungaloy reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. In order to cooperate with governmental requests, to protect Tungaloy’s systems and customers, or to ensure the integrity and operation of Tungaloy’s business and systems, Tungaloy may access and disclose any information it considers necessary or appropriate, including, without limitation, User contact details, IP addressing and traffic information, usage history and posted content. Recognizing the global nature of the Internet, User agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, User agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which User resides.

All of the pages and screens on the Sites are owned and controlled by Tungaloy, except as otherwise expressly stated, and are protected by U.S. copyright laws and international treaties. The copyrighted materials on this Site include, but are not limited to, the text, design, software, images, graphics, source code and content on this Site. You are authorized to view the information available on this Site for your personal informational purposes only. You may download copyrighted materials for your personal or internal business purposes only. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You may not copy, display, distribute, transfer, link to, reproduce, license, frame, alter, create derivative works of or republish all or any portion of this Site for any commercial or public purpose without Tungaloy’s prior written consent. You may not use, copy, display, distribute, modify or reproduce any of the trademarks found on this Site except as specifically authorized in this paragraph. This Site may contain links to Sites controlled or offered by third parties (non-affiliates of Tungaloy). Tungaloy hereby disclaims liability for any third party’s Site content, products, privacy policies, or security. In the event you choose to use the services available at a linked site, you agree to read and adhere to the policies and terms of use applicable to that site. In addition, any advice, opinions or recommendations provided by the linked site providers are those of the providers and not of Tungaloy. Your participation in, and access to or use of, any linked site, including payment for and the delivery of goods or services, is based solely on the agreement, if any, between you and the linked site provider.

Copyrights, Trademarks and Proprietary Rights

The information contained and referred to in these pages, including but not limited to all patents, trademarks, registered trademarks, copyright, logos, trade names, drawings, pictures, designs, names, materials, contents, programming, databases of information, resources, links, descriptions of Internet resources and any other documents or details from which any proprietary and/or intellectual property right may emanate, is the sole and absolute property of Tungaloy.

Unless otherwise specifically stated and authorized in writing by us, no part of any such information may be duplicated, copied, reproduced, distributed, used to create derivative works, amended or otherwise used for any purpose, wholly or partially, without the prior written consent of Tungaloy. Without derogating from the generality of the stated above, none of Tungaloy's names, patents and trademarks, whether registered or not, may be used without the prior written consent of Tungaloy and in no event shall any of these be used in any way or manner which may be misleading and/or which may cause and/or which may lead to, any confusion.

Under no circumstances is any license, permission, right or interest of any nature granted to anyone using this Site, nor does any purchase of any product imply that you are in any way entitled to such rights. Violation of any of these provisions is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent permitted by law.

This notice refers to any page/s that are or that may be included in, and/or linked with the Tungaloy website, irrespective of whether such pages are marked with Copyright © notice, Trademark notice™, or registered patent notice ®. The receipt of this HTML page, or any other page in which a link to this page exists, shall be considered as acceptance of these conditions without any reservations.

NOTICE OF IMMUNITY FROM LIABILITY FOR CONFIDENTIAL DISCLOSURE OF A TRADE SECRET TO THE GOVERNMENT OR IN A COURT FILING: Notwithstanding anything herein to the contrary, under the Federal Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order. Nothing herein is intended, or should be construed, to affect the immunities created by the Defend Trade Secrets Act of 2016.

Hyperlinks

Our Site may provide links to other websites or resources. Since we cannot be responsible for such other Sites and as we have no control over any of these other Sites, including but not limited to their contents, you hereby acknowledge and agree that Tungaloy is not, and will not be held responsible for such other Sites, including without limitation their availability, contents, the type of services they offer, the advertising and/or products contained therein, and their form. You also acknowledge and agree that we are not, and will not be held liable or responsible, directly or indirectly, for any damage and/or loss, whether pecuniary or not, caused or alleged to be caused by or in connection with use of, or reliance on, any such contents, goods or services available on or through any such other Site/s or resource/s.

You further acknowledge that Tungaloy is not and will not be held liable or responsible for the accuracy, the legality, the decency, the copyright, the compliance, the availability of any materials included in or referred to in these other Sites, or any other aspect of the content of such other Sites. The inclusion of such links does not imply endorsement of the Site by Tungaloy or any association with the operators of such Site and resources. Without derogating from the generality of the stated above, you specifically undertake and agree not to create any direct or indirect links to this Site without obtaining our previous written consent.

All information including without limitation data, figures, specification and names contained in this Site is from time to time reviewed and modified by us in accordance with our latest developments and recent publications. However, although we carefully review the accuracy of these pages, we can NOT assure, under any circumstances, the accuracy, the availability and the access to any Service and/or any part of any information contained or listed in this Site and/or in any of its pages. We assume no responsibility or liability for omissions or errors that may appear, and we cannot assure the availability of the Service at any given time. We cannot guarantee that each and every specification contained in the information in this Site at any time is or will be accurate, precise, correct, or complete, nor can we assure strict reliance on the information contained in this Site. As your use of this Site is at your own risk, you are fully encouraged to use all possible means and precautions to overcome any of the above factors. ALL INFORMATION, CONTENT, MERCHANDISE AND SERVICES OFFERED THROUGH ANY HYPERLINKED SITE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND, AND IS USED AT YOUR OWN RISK.

Security

Unfortunately, no data-transmission over the Internet can be guaranteed to be 100% secure. We cannot assure or guarantee the security and protection of information sent by you over the Internet, and any information you transmit to us is at your own risk. Nonetheless, any information we may receive from you will be maintained and used by us in accordance with our Privacy Policy (below), and in a manner that protects and safeguards your privacy.

If you feel more secure, you may always contact Tungaloy’s local authorized distributor rather than sending any of your information over the Internet.

Privacy Statement

Your privacy as well as the protection of all of your personal information is vitally important to us, and we undertake to safeguard them by exercising reasonable care and using reasonably available means. Registration data, and certain other information about User, is subject to Tungaloy’s [Privacy Policy] Contact Us Tungaloy does not sell, rent, or give personally identifiable information about Users to third parties, except as specified in these Terms or in its Privacy Policy. User must disclose certain Personally Identifiable Information to use this Site, register, and make purchases. As a condition of registering with this Site or making any purchases of any Products and/or Services or conduct any transactions using this Site, User represents that User has first read Tungaloy’s Privacy Policy and consents to the collection, use and disclosure of User’s Personally Identifiable Information and Non-Personally Identifiable Information as described in such Privacy Policy. Tungaloy’s Privacy Policy’s terms and conditions will change from time to time, and as a condition of accessing or using this Site, using any features or placing any Order (defined below), User agrees that User will first review Tungaloy’s Privacy Policy prior to making any initial or subsequent purchases.

DISCLAIMER / LIMITATION OF LIABILITY

ALTHOUGH WE USE REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP-TO-DATE INFORMATION IN OUR SITE AND TO ENABLE SMOOTH AND SAFE OPERATION OF THIS SITE, WE DO NOT GUARANTEE, NOR DO WE MAKE ANY PRESENTATIONS OR REPRESENTATIONS WHATSOEVER AS TO THIS SITE WITH RESPECT TO ITS ACCURACY AND/OR QUALITY AND/OR SUITABILITY AND/OR TIMELINESS AND/OR ACCESSIBILITY AND/OR AVAILABILITY AND/OR COMPLETENESS AND/OR RELIABILITY AND/OR CORRECTNESS OF THE INFORMATION OR OF ANY PART THEREOF, OR OF THE PRODUCTS, OR OF ANY OTHER MATERIALS AND/OR SERVICES THROUGH THIS SITE (HEREINAFTER, “PRODUCTS”).

WE DO NOT GUARANTEE OR REPRESENT THAT THIS SITE AND/OR THE PRODUCTS INCLUDED IN IT IS/ARE OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; NOR DO WE ASSURE THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AS THE PRODUCTS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, YOU SHOULD NOT RELY UPON ANY OF THE PRODUCTS AS DEFINED ABOVE. WE OFFER THIS SITE AND ITS PRODUCTS AS DEFINED ABOVE ON AN "AS IS, AS AVAILABLE" BASIS, AND YOU MAY USE IT SUBJECT TO ALL TERMS OF USE AND AT YOUR OWN RISK.

TUNGALOY, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, DISTRIBUTORS, DIRECTORS, AND AGENTS ARE NOT AND SHALL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS OR INCLUSION OF ANY MATERIAL IN THE PRODUCTS OR IN SUPPLY OR DELIVERY, OR FOR ANY FORM OF LOSS OR DAMAGE WHOEVER DEFINED (INCLUDING WITHOUT LIMITATION ANY PECUNIARY, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, FORESEEABLE, UNFORESEEABLE AND/OR EXEMPLARY DAMAGES), THAT MAY RESULT FROM, OR THAT OTHERWISE MAY BE RELATED TO THIS SITE OR TO THE PRODUCTS.

WE EXPRESSLY DISCLAIM AND DENY ANY AND ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICES AND/OR TO THE PRODUCTS AND/OR TO ANY ISSUE THAT IS OR THAT MAY OTHERWISE BE RELATED TO THIS SITE. THIS EXCLUSION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, IRRESPECTIVE OF WHETHER Tungaloy AND/OR ANY OF ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.

YOU EXPRESSLY AGREE THAT NO WARRANTY THAT IS NOT SPECIFICALLY STATED IN THIS AGREEMENT WILL BE CLAIMED OR OTHERWISE ADHERED TO BY YOU, NOR WILL SUCH A WARRANTY BE VALID. SINCE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF DIFFERENT TYPES OF DAMAGES, TUNGALOY’S MAXIMUM LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO, AND SHALL NOT EXCEED THE MINIMAL EXTENT OF LIABILITY STIPULATED AND/OR PERMITTED BY LAW IN SUCH JURISDICTIONS.

INDEMNIFICATION

YOU WILL INDEMNIFY AND/OR COMPENSATE TUNGALOY AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, DISTRIBUTORS, AGENTS AND EMPLOYEES, AND HOLD THEM HARMLESS AGAINST ANY CLAIM, LIABILITY OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, RELATED TO USE YOU MAKE AND/OR TO MATERIALS OR INFORMATION THAT YOU DISTRIBUTE OR OTHERWISE TRANSMIT VIA THIS SITE, AND WHICH MAY RESULT FROM OR BE RELATED TO YOUR MISCONDUCT, OR USE OR MISUSE OF THIS SITE. WITHOUT DEROGATING FROM YOUR DUTY TO INDEMNIFY AND/OR COMPENSATE TUNGALOY ALSO IN ANY CASE OF VIOLATION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO EXERCISE ABSOLUTE CONTROL OVER THE EXCLUSIVE DEFENSE AND HANDLING OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU UNDERTAKE TO FULLY CO-OPERATE WITH TUNGALOY AND TO ACT IN ACCORDANCE WITH TUNGALOY’S LEGAL ADVICE IN ADHERING AND MANAGING ANY AVAILABLE DEFENSES.

International Use

Tungaloy makes no representation whereby any materials and/or Services and/or Products as defined above, on this Site, are or may be available or appropriate in territories outside the territory in which the services are performed and/or offered. All Services and/or Products of this Site, including all products that we may offer at any time, are offered solely on the basis of domestic and local transaction. You specifically acknowledge and agree that any product and or service you may order from Tungaloy, if Tungaloy opts to provide it, will be provided to you from and by Tungaloy’s local lawful representative in the applicable territory. Any such transaction, deal, bargain or Service shall constitute a local deal and trade, which will be executed and performed subject to the Terms of Sale, and in accordance with all relevant and governing provisions of the local law in that country.

Accessing this Site and/or using the Products from territories where such activities are illegal, is prohibited. Doing so contrary to this provision is at your own risk and subject to your sole responsibility to comply with all applicable laws.

Choice of Law and Forum

These Terms of Use shall be governed by and construed in accordance with the laws of the state of Illinois. You expressly agree that the sole and exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of this Site shall be filed exclusively in the state or federal courts located in Cook County, Illinois. Further, you specifically agree and submit to the exercise of personal jurisdiction of such court/instance for the purpose of litigating any such claim or action.

Misconduct, Improper Use & Disruption

You are held responsible for any misconduct and/or materials that you place or transmit on or through the Site, and shall not use this Site and/or any of the Services available therein to offer, send, distribute, link to, or solicit content or materials that are or that may: (i) violate any law, regulation, contract or mode of behavior applicable to online conduct and to users of the World Wide Web; and/or (ii) be illegal, misleading, incorrect, incomplete, detrimental, intimidating, harassing, offensive, defamatory, improper, violent, obscene, pornographic, libelous or infringing others’ privacy; and/or (iii) infringe someone else's intellectual property or other rights; and/or (iv) contain viruses or any other computer files or programs that are designed or intended to, or that may, disrupt, damage, interfere with or limit the functioning of any part of this Site and/or any equipment or software; and/or (v) interrupt or interfere with the operation of the Site; and/or (vi) be used by persons not authorized, for any purpose other than that which complies with all Term of Use.

Acceptance of Orders and Signatures

USER REPRESENTS AND WARRANTS TO TUNGALOY THAT USER IS AUTHORIZED TO ENTER INTO AND BE BOUND BY THESE TERMS ON USER’S BEHALF OR ON BEHALF OF THE ENTITY THAT USER REPRESENTS. By ordering Products or Services on this Site, User shall be deemed to have ordered the specified Products and/or Services from Tungaloy pursuant to these Terms (and, if applicable, the Terms of Sale). The acceptance and fulfillment by Tungaloy of any Order placed on this Site is subject to User’s acceptance of all of these Terms (and, if applicable, the Terms of Sale). All other contrary terms and conditions are hereby expressly rejected, and no addition or modification to these Terms by User shall be binding unless specifically agreed to in writing by Tungaloy. User further expressly accepts these Terms by placing an Order through this Site or by receiving delivery of any Products ordered by User from this Site. Tungaloy shall not be deemed to have accepted User’s Order unless and until Tungaloy sends to User, through electronic means, facsimile or other written communication, an acknowledgment that User’s Order has been confirmed and will be fulfilled by Tungaloy. Tungaloy’s acceptance of any Order by User is made only with the express understanding that these Terms (and, if applicable, the Terms of Sale) shall govern any Order of Products and/or Services through this Site by User.

To purchase any Products and/or Services on this Site, User must (a) be at least eighteen (18) years of age, or (b) be a natural person residing in, or a corporate entity incorporated or organized in, one of the 50 states of the United States. Prior to the purchase of any Products and/or Services on this Site, User must provide Tungaloy with a valid credit card number (or other payment method acceptable to Tungaloy) and associated payment information including all of the following: (i) User’s name exactly as it appears on the credit card, (ii) User’s payment card number, (iii) the payment card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to debit User’s payment card. By submitting that information to Tungaloy, User hereby agrees that User authorizes Tungaloy to debit User’s card at Tungaloy’s convenience but within 20 days of payment card authorization. All sales of Products and Services hereunder are final, and all charges from those sales are nonrefundable, except as expressly provided in our Returns Policy [Link].

All prices for Products and Services on this Site are quoted in U.S. Dollars, are valid and effective only in the United States, and are subject to change at any time without notice. [Price comparisons made on this Site highlight the relative savings amounts of the pricing reflected herein, with the “List Price” being the manufacturer’s suggested retail price (“MSRP”) provided to Tungaloy by the manufacturers. Tungaloy makes no representation or warranty that Tungaloy’s price is the lowest price available to User, or that any Products has been sold at the List Price. The “Customer Savings” reflected in this Site is the difference between Tungaloy’s sale price and the MSRP provided to Tungaloy.]

User shall be responsible for any tax or other governmental charge due to the sale, use or delivery of the Products and/or Services, including, but not limited to, sales tax, use tax, retailer’s occupational tax, and Value Added Tax. In states where Tungaloy has no physical presence, Tungaloy may not be required to collect or remit sales tax for Products and Services purchased through the Site. However, many states require that their residents file a sales or use tax return for Products or Services purchased online. You should consult your state and local tax laws to determine compliance with tax laws and regulations in your geographic area. In some states, Tungaloy collects and remits sales tax however, Tungaloy’s failure to do so shall not relieve User of any liability for such taxes. For purchases for which sales tax is applicable, the tax calculated will be reflected on the checkout page before you are asked to confirm the Order. Tungaloy uses commercially reasonable efforts to calculate and remit the correct amount of tax required on each taxable purchase, but Tungaloy does not guarantee the accuracy of the amount of the tax Tungaloy represents to you as the tax owed. Minor errors may occur owing to the inability to accurately track multiple taxing districts, state and local “tax holidays,” the timing of rate changes or the application of certain taxes to categories of items advertised on this Site. As a result of any error, Tungaloy may overcollect or undercollect the tax. In consideration of Tungaloy allowing you access to and use of this Site, and in collecting and remitting taxes required on your Order, you hereby waive your right to claim that the tax collected on any Order is incorrect in any respect and agree to hold harmless Tungaloy, its officers, directors, employees, agents and representatives (and those of its affiliates), for any harm or other damages you may incur as a result of Tungaloy’s error in calculating the taxes on your Order.

Products availability is subject to change at any time, and Tungaloy makes no representations or warranties regarding the availability of Products in all areas. Tungaloy shall have the right to refuse or cancel any Orders placed for Products and/or Services listed at an incorrect price or rebate amount, or containing any other incorrect information or typographical errors. User’s receipt of an Order confirmation does not signify Tungaloy’s acceptance of such Order. Tungaloy reserves the right at any time after receipt of User’s Order to accept or decline User’s Order for any reason, or supply less than the quantity User ordered of any merchandise. User’s Order will be deemed accepted by Tungaloy only upon shipment of merchandise or performance of services that User has ordered hereunder. Tungaloy shall have the right to refuse or cancel any such Orders whether or not the Order has been accepted by Tungaloy and/or User’s payment card has been debited. If User’s payment card has already been debited for the Order and User’s Order is refused or canceled, Tungaloy shall promptly issue a credit to User’s payment card account in the amount of the charge.

All payments for Orders on this Site must be made by [VISA, MasterCard, American Express and Discover]. Unless expressly set forth on this Site, Tungaloy does not accept any other payment form. User’s payment card agreement with the issuer of such card governs User’s use of such card, and User must look only to that agreement and not these Terms to determine User’s rights and obligations relating thereto. User shall remain responsible for any unauthorized charges to or purchases using User’s payment card by a third party. User agrees to pay all fees and charges incurred in connection with User’s purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless User notifies Tungaloy of any discrepancies in charges for Orders under this Site within sixty (60) days after they first appear on User’s payment card statement, User agrees that they will be deemed accepted by User for all purposes. In the event Tungaloy does not receive payment from User’s payment card issuer or its agent, User shall pay all amounts due upon demand by Tungaloy. If Tungaloy is unable to collect amounts owed on User’s accounts, Tungaloy may refer those accounts to a collection agency, and you will be responsible for all costs of collection.

By placing an Order on this Site, you indicate that you have read and agree to Tungaloy’s Ordering and Returns Policy. The Returns Policy may be changed from time to time and is effective immediately after Tungaloy posts such changes on this Site. In addition, when using particular Services on this Site, you agree that you are subject to any posted policies or rules applicable to any such Services you use through this Site, that may be posted on this Site from time to time. Any such posted policies or rules are hereby incorporated by reference into this Agreement as if fully set forth herein.

TUNGALOY RESERVES THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO CHANGE ITS ORDERING AND BILLING PROCEDURES EFFECTIVE UPON POSTING ON THIS SITE.

The Products and Services available in this Site are offered to you subject to the Terms of Sale and in accordance with these Terms of Use. All electronic orders placed and/or transmitted by you in or through this Site under your username, if received and approved by Tungaloy, shall be deemed as acceptance of the offer made by you. We reserve the right to contact you, by electronic mail, telephone, post or any other reasonable means for the purposes of ascertaining your identity, clarification of your requested order, discussing any credit and payment terms, verification of your desired delivery address and means by which you prefer delivery to be made, and for any other purpose which may be related to your order.

You specifically agree to the formation of a legally binding purchase and/or service agreement between you and Tungaloy upon the receipt of your order/s, provided that we accept, approve and confirm that order/s by issuing an Approval of Order with reference number similar to your order number. Should our Approval of Order relate to only part of your order, the agreement between us shall take effect only with respect to that part of your order that was accepted and approved by us. We may deny or approve your order/s wholly or partially as we may find fit and without being under any obligation to justify our decision. In case we decide to approve only part of your order/s, you will not be entitled to raise any claim and/or demand, nor will you be entitled to any remedy, in respect of that part of your order that we did not approve.

You expressly waive and abandon in advance any claim that orders received from you and confirmed by us did not constitute an offer made by you to us, or that no agreement was formed between you and Tungaloy for reasons of, inter alia, lack of signature and/or lack of communication of acceptance.

Severability and Integration

This Agreement constitutes the entire agreement between you and Tungaloy with respect to this Site and all its Products as defined above. Its entire Terms of Use supersede and override any and all prior or simultaneous negotiations, representations and proposals (whether oral, written, electronic or any other) between you and Tungaloy. If any provision amongst these Terms of Use is held invalid or otherwise unenforceable, wholly or partially, such provision shall be interpreted, construed, applied and enforced in a manner consistent with the applicable law and which reflects the genuine intentions expressed in these Terms of Use. Each and any of the remaining provisions shall remain in full force and effect.

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