Terms of Sale

Introduction

These Terms of Sale and our Terms and Conditions (https://www.mapartex.com/terms-conditions) (the “Terms and Conditions”) govern your purchase of products and services through the Website. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Terms of Use.

By placing an order through the Website, you agree to be bound by these Terms of Sale, and any additional or different terms proposed by you in any quotation, acknowledgement or any other documents or communications with us are hereby deemed to be material alterations and notice of objection to them is hereby given. Any such proposed terms shall be void, and the terms herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between you and Mapartex, LLC. For all products ordered through the Website, we agree that the terms and conditions printed herein are accepted in good faith by both parties as controlling and final terms and conditions, and further agree that there shall be no “battle of the forms” as described in Section 2-207 of the Uniform Commercial Code. Any attempt to alter, supplement, modify or amend these Terms of Sale shall be null and void unless agreed to in writing by Mapartex, LLC.

By placing an order for products or services through the Website, you represent and warrant that (1) you are of legal age to enter into this agreement; (2) you accept and are bound by these Terms of Sale; (3) if you place an order on behalf of an organization, entity or company, you have the legal authority to bind any such organization, entity or company, including its subsidiaries and affiliates, to these Terms of Sale. As such, all references to “you” or “your” in these Terms of Sale shall refer and apply to you, individually, as well as any organization, entity or company you represent and its respective subsidiaries and affiliates.

By placing an order for products or services through the Website, you also represent and warrant that the products or services ordered will be used only in a lawful manner. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws regarding the possession, use and sale of any products or services purchased from us through the Website.

Products, Services and Pricing

Mapartex, LLC manufactures certain products, but Mapartex, LLC also distributes products provided by other manufacturers and/or suppliers. As a result, the information provided in Mapartex, LLC’s catalog or the Website is for illustrative purposes only, and the delivery, possession of, or access to, any catalog, literature or the Website does not constitute the right to purchase products.

The Website contains information on Mapartex, LLC’s products and services, not all of which are available in every location or jurisdiction. A reference to a product or service on the Website does not imply that such product or service is or will be available in your location. The content of the Website is intended for use and display only where its use and display are permissible in accordance with applicable laws and regulations, and we do not warrant that product or service descriptions, or any other content is accurate, complete, reliable, current, or error-free.

All prices are listed in U.S. dollars or Canadian dollars and do not include charges for freight, shipping and handling, for sale or use taxes, or for other government required fees, duties or taxes. You are responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate and indicating which products are tax exempt when placing your order. Market sensitive commodity products will be priced according to current market conditions, and export orders may be subject to other special pricing (See Additional Export Terms below).

Mapartex, LLC will attempt to correct errors when they are discovered, but despite our best efforts, some of the products or services listed on the Website may be unavailable or incorrectly priced. We are under no obligation to provide the product or service to you at the incorrect price, even after we have sent an order receipt or a shipping confirmation e-mail.

INFORMATION REGARDING MAPARTEX, LLC’S PRODUCTS AND SERVICES, INCLUDING THEIR AVAILABILITY, APPEARANCE, PRICE, SPECIFICATIONS AND COUNTRY OF ORIGIN ARE SUBJECT TO CHANGE WITHOUT NOTICE.

Payment Methods and Billing

All payments must be made in U.S. dollars or Canadian dollars. Customers may make payments by providing valid credit or debit card information for certain products, but Mapartex, LLC may allow certain customers to place orders by submitting a Purchase Order Number or on such other terms agreed to by Mapartex, LLC. By submitting credit or debit card information, you give Mapartex, LLC permission to charge your purchases to the card that you designate on the order form. If your credit card or debit card has already been charged and your order is cancelled, you shall receive a credit to your card account in the amount of the charge. We will not be responsible (i) for any charges that your card issuer may apply to you as a result of our processing your order, (ii) if your card issuer refuses or fails to authorize payment by you, or (iii) for any delays or non-delivery of products or services that may arise due to any validation checks that may be carried out regarding your payment or identification.

Additionally, you agree to provide Mapartex, LLC with proper authorization as necessary for Mapartex, LLC to request any financial information from third parties. By placing an order via the Website, you agree to assume responsibility for, and you hereby unconditionally guarantee payment of, as provided herein, all purchases made by you. You further agree that you, each organization, entity, or company you represent, including their respective subsidiaries and affiliates, are jointly liable for purchases made by you.

You further agree that Mapartex, LLC has the right of set-off and deduction for any sums owed by you to Mapartex, LLC.

Order Acceptance

Order receipt, backorder notification and shipment confirmation e-mails are sent to the e-mail address you used to create an account or to place your order. Please note that there may be certain orders that we are unable to accept and must cancel. We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. Some situations that may result in your order being cancelled include limitations on quantities available for purchase; inaccuracies or errors in product, service, or pricing information; product or service restrictions mandated by local, state, national or international regulations; or problems identified by our credit and fraud avoidance group. We may also require additional verifications or information before accepting any order.

Shipping and Handling

Any shipping and handling charge is intended to compensate Mapartex, LLC for the cost of handling your order, packaging the product(s) you have purchased, and delivering products or services to you or to the recipient you designate. Prior to submitting your payment information, you will have the opportunity to review the estimated shipping and handling charge.

Prices stated are EXW origin, freight prepaid to destination specified in the order. Receipts for shipping and handling charges will not be furnished. COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery (“Other Freight Services”), including without limitation, expedited same day delivery, air freight, freight collected, export orders (See Additional Export Terms below), hazardous materials, customer’s carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by you. Fuel surcharges may be applied.

Mapartex, LLC is not responsible for typographic or other errors in the information you provide when placing your order.

Title and Risk of Loss

Title and risk of loss pass to you upon tender of shipment to the carrier. If product(s) are damaged in transit, your only recourse is to file a claim with the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

Return Policy

Products can be returned according to their own category return and warranty conditions described below unless otherwise described in the specific sale quotation, invoice, or any other sale document accepted by the buyer before payment.

Returned products must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Product returns may be denied or made subject to restocking fees and other charges by Mapartex, LLC.

Product returns by business customers, if not prohibited above, must be made within fifteen (15) days from date of purchase, unless otherwise indicated. Mapartex, LLC does not take title to returned products until the item is received and inspected by Mapartex, LLC at the applicable return location.

Service, Support and Repair

Mapartex, LLC has no obligation to provide service, support, or repair except in accordance with any express warranty applicable to the covered product. If it is determined that the product needs to be returned for service, support, or repair during any applicable warranty period, you must follow the applicable return procedures set forth in these Terms of Sale.

Notice to Federal Customers about Country of Origin

While certain products meet the requirements of the Trade Agreements Act (“TAA”), as implemented by Federal Acquisition Regulations Part 25, other products sold by Mapartex, LLC may not meet the requirements. At the time of purchase, Mapartex, LLC will advise properly identified and authorized schedule customers if a product is “TAA-Compliant.” Any federal customer purchasing a non-TAA item will be making an “open market” purchase that is not covered by any contract. Federal customers are advised that the open market purchases are NOT GSA (General Service Administration) schedule purchases. By purchasing any product on the open market, the federal customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.

California Proposition 65

The State of California requires that certain warnings be given concerning products which contain chemicals subject to Proposition 65. A complete list of Proposition 65 regulated chemicals is available at www.oehha.ca.gov. For identification of products which contain a chemical subject to Proposition 65, the product itself or the product descriptions contained on the Website may contain one or more warnings like the following:

• Warning: This product contains a chemical known to the State of California to cause cancer.
• Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm.

General Warranty Disclaimers

EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS OF SALE, THE INFORMATION CONTAINED ON THE WEBSITE REGARDING PRODUCTS AND SERVICES, INCLUDING THEIR AVAILABILITY, APPEARANCE, PRICE, SPECIFICATIONS AND COUNTRY OF ORIGIN DO NOT CONSTITUTE A REPRESENTATION, WARRANTY OR OTHER COMMITMENT BY MAPARTEX, LLC WITH RESPECT TO ANY PRODUCT OR SERVICE AND MAPARTEX, LLC HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF SUCH INFORMATION.

Safety Data Sheets (“SDS”) for OSHA defined hazardous substances are supplied by third-party manufacturers and/or suppliers. THEREFORE, MAPARTEX, LLC MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE INFORMATION IN ANY SDS. YOU AND THE END USER ARE SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OF SALE, MAPARTEX, LLC MAKES NO OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MAPARTEX, LLC ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, MODIFICATION, MISREPAIR OR MISAPPLICATION.

Specific Product Terms, Warranties and Disclaimers

AS MAPARTEX, LLC SELLS A VARIETY OF PRODUCTS VIA THE WEBSITE, THE TERMS, CONDITIONS AND WARRANTIES APPLICABLE TO EACH SPECIFIC CATEGORY OF PRODUCT PURCHASED BY YOU VIA THE WEBSITE IS SET FORTH BELOW. FOR ALL APPLICABLE WARRANTIES, MAPARTEX, LLC IS ONLY OBLIGATED TO HONOR WARRANTIES FOLLOWING RECEIPT OF YOUR PAYMENT IN FULL FOR THE APPLICABLE PRODUCT.

Third-Party Products. Mapartex, LLC may offer products manufactured by third parties (“Third-Party Products”).

Third-Party Products may not be returned without a return goods authorization issued by Mapartex, LLC. Mapartex, LLC, in its sole discretion, may withhold the issuance of such authorization. A restocking fee may apply for any returned Third-Party Product. MAPARTEX, LLC’S LIMITED WARRANTY INCLUDED IN THESE TERMS OF SALE DOES NOT APPLY TO THIRD-PARTY PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE THIRD-PARTY PRODUCT WILL BE YOUR SOLE REMEDY.

Custom Products.

Mapartex, LLC may offer products manufactured or assembled to your specifications (“Custom Product(s)”). Mapartex, LLC is not responsible for verifying or confirming the accuracy of specifications provided by you to Mapartex, LLC for Custom Products. MAPARTEX, LLC’S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS OF SALE DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE CUSTOM PRODUCT WILL BE YOUR SOLE REMEDY.

Tools and Accessories.

THE LIMITED WARRANTY INCLUDED IN THESE TERMS OF SALE DOES NOT APPLY TO TOOLS OR ACCESSORIES. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE TOOL OR ACCESSORY WILL BE YOUR SOLE REMEDY.

Limited Warranty.

Products manufactured and/or branded by Mapartex, LLC sold via the Website are warranted by Mapartex, LLC only to you for: (1) resale or (2) use in business, government or original equipment manufacturer. Except as otherwise set forth herein, Mapartex, LLC warrants products purchased via the Website against defects in materials and workmanship under normal use for a period of one (1) year after the date of purchase from Mapartex, LLC; provided, that Mapartex, LLC accepts the part for return during the limited warranty period. You must return the product to Mapartex, LLC or authorized service location, as designated by Mapartex, LLC, shipping costs prepaid. AS YOUR SOLE AND EXCLUSIVE REMEDY AND MAPARTEX, LLC’S SOLE OBLIGATION AND LIABILITY FOR BREACH OF THIS LIMITED WARRANTY, MAPARTEX, LLC SHALL, AT ITS OPTION, (A) REPAIR; (B) REPLACE; OR (C) REFUND THE PRO RATA AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT.

Products Not Described as "New"; SOLD AS-IS.

PRODUCTS NOT DESCRIBED AS NEW ARE SOLD AS IS WITH ALL FAULTS UNLESS OTHERWISE IS INDICATED IN THE QUOTATION OR INVOICE. NO RETURNS ACCEPTED AND PAYMENT WILL NOT BE REFUNDED. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER WILL BE YOUR SOLE REMEDY.

Limitation of Liability

MAPARTEX, LLC SHALL NOT BE LIABLE BEYOND THE REMEDIES SET FORTH HEREIN. MAPARTEX, LLC’S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL PRICE PAID FOR THE PRODUCTS OR SERVICES ORDERED BY YOU. IN NO EVENT SHALL MAPARTEX, LLC BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIM BY A THIRD PARTY OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. MAPARTEX, LLC SHALL NOT BE LIABLE FOR LOSS OF PRODUCT AVAILABILITY, LOSS OR CORRUPTION OF DATA OR LOSS OF PROFITS OR BUSINESS.

Miscellaneous

Materials of Trade.

You represent that if you are purchasing products as your “materials of trade,” as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the products shall be used in direct support of your business, such business does not concern transportation, and such products shall not be resold or transported in a vehicle other than one owned by you.

Force Majeure.

Mapartex, LLC shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship a product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Mapartex, LLC in the conduct of its business.

Assignment.

You shall not assign any order, or any interest therein, without the prior written consent of Mapartex, LLC. Any actual or attempted assignment without Mapartex, LLC’s prior written consent shall be null and void and entitle Mapartex, LLC to cancel such order upon notice to you.

Third Party Beneficiaries.

Except for Mapartex, LLC’s subsidiaries and affiliates, the provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.

Severability.

If any portion of these Terms of Sale is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these Terms of Sale, and the remaining terms and conditions shall be valid and fully enforceable as written.



Indemnification.

You shall defend, indemnify and hold harmless Mapartex, LLC, any third-party manufacturer or supplier, and their respective officers, directors, employees, subcontractors and agents (each individually, an “Indemnified Party”) from and against any and all any claims, suits, liabilities, damages, settlements, charges, taxes and any other losses or expenses (including reasonable attorneys’ fees) (collectively “Liabilities”) for physical injury to, illness or death of, any third party regardless of status and damage to or destruction of any tangible property which the third party may sustain or incur, to the extent such Liabilities relate to your use or possession of products obtained from Mapartex, LLC, except for such Liabilities relating to or arising out of a final judgment of gross negligence or willful misconduct of the Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party by reason of any such claim as specified above, you shall resist and defend such action, suit or proceeding by counsel of your choice, at your sole expense, provided that (1) the Indemnified Party notifies you promptly in writing of the claim; (2) your counsel does not give rise to a conflict of interest with respect to the Indemnified Party; (3) you have sole control of the defense and all related settlement negotiation but shall keep the Indemnified Party reasonably informed of its status; and (4) the Indemnified Party provides customer with all reasonably necessary assistance, information, and authority to perform the foregoing at your expense.

Additional Export Terms

IN ADDITION TO THE STANDARD TERMS AND CONDITIONS OUTLINED ABOVE (THE “STANDARD TERMS AND CONDITIONS”), EXPORT SALES WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF PRODUCTS (THE “ADDITIONAL EXPORT TERMS”). IN THE EVENT OF A CONFLICT BETWEEN THE STANDARD TERMS AND CONDITIONS AND THE ADDITIONAL EXPORT TERMS, THE ADDITIONAL EXPORT TERMS SHALL PREVAIL FOR EXPORT SALES OF PRODUCTS.

Order Acceptance.

You acknowledge that no order shall be deemed accepted unless and until it is verified and accepted by Mapartex, LLC, at a continental U.S. facility or via the Website. You further consent that submission of your order shall subject you to the jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.

Sales Tax and Duties, Import Fees.

Mapartex, LLC is required to charge federal, state, local tax, applicable duties, and import fees on products, or provide a valid exemption certificate. You assume responsibility for, and unconditionally guarantee payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, you shall indicate which products are tax exempt.

Payment and Credit Terms.

All payment terms are as set forth in the Standard Terms and Conditions. You agree to inform Mapartex, LLC immediately if you intend to use any import or export financing or have or will be granting a lien or security interest on your inventory to any third party.

Shipping Charges and Freight Policy.

All export orders are shipped under INCOTERMS® 2020 rules as defined by the International Chamber of Commerce. Unless otherwise stated and agreed, the default delivery term is EXW Mapartex, LLC’s shipping location, excluding export customs clearance. Shipments are freight collect from any of Mapartex, LLC’s facilities. You shall be responsible for obtaining insurance. At Mapartex, LLC’s option, the Additional Export Terms may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as your exclusive remedy. Title and risk of loss for products shall transfer at the delivery point as determined by the applicable INCOTERMS being utilized for the export sale.

Export Controls and Related Regulations.

You represent and warrant that you are not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or Sectoral Sanctions Identifications List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List or Non-Proliferation Sanctions List. You shall comply with all applicable U.S. economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.

Foreign Principal Party in Interest; Freight Forwarder and Documentation.

It is specifically agreed that you shall be the foreign principal party in interest and/or that your freight forwarder shall act as customer’s agent in such capacity for purposes of the Foreign Trade Regulations or other regulatory purposes, and customer and its freight forwarder are responsible for all routed export transactions documentation, including but not limited to the filing of the required Electronic Export Information/Automated Export System records. At Mapartex, LLC’s request, you or your freight forwarder shall provide copies of any export, shipping, or import documentation prepared by you or your freight forwarder related to sales to you by Mapartex, LLC.

Global Anti-Corruption.

You are aware that Mapartex, LLC’s business practices prohibit bribery and corrupt behavior in any form. You are and shall remain in compliance with all applicable laws that relate to money laundering, terrorism, commercial or official bribery or dealing with government officials (including without limitation the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act) and laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. You shall not promise, offer, or provide anything of value (cash or cash equivalents, gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any public sector or government official for the purpose of influencing any act or decision in connection with the purchase, transportation, customs clearance and/or resale of the products ordered from Mapartex, LLC. You shall not pay a gratuity, bribe or inducement to any public sector or government official, even if it appears customary or consistent with prevailing business practices.

Country of Importation and Anti-diversion.

You represent that you are purchasing products from the U.S. and importing them to the country specified in your and Mapartex, LLC’s documentation. You agree that the products will be shipped to the specified destination in compliance with the laws of such destination and the U.S., and that the products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable U.S. laws, rules or regulations relating to the product purchased by you. Any commodities, technology and software will be exported from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or regulations. Diversion contrary to U.S. law is prohibited. If requested by Mapartex, LLC, you shall provide documentation satisfactory to Mapartex, LLC verifying delivery at the designated country, the identity of end users ordering products from you and the terms and conditions upon which such end users request products to be supplied. You further agree to inform Mapartex, LLC at the time of order of any North American Free Trade Agreement or other special documentation, packaging or product marking or labeling, but you shall not be responsible for providing any such documentation, packaging, marking, or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless Mapartex, LLC expressly agrees to do so.

Permits, Export, and Import Licenses.



You shall be responsible for obtaining any licenses, inspections, fumigation, or other official authorizations that may be required by the country of importation and/or under the Export Administration Regulations, International Traffic in Arms Regulations, Foreign Assets Control Regulations, Toxic Substances Control Act, or other applicable laws or regulations.