Any agreement for the purchase of goods and/or services from ArmorTech Powder Coatings, Inc shall be governed by and is made subject to these ArmorTech Business Terms stated below (collectively, the "Agreement"). This Agreement constitutes the entire agreement between the parties relating to the products and services provided by ArmorTech to Customer. This Agreement may not be amended or modified except by a written instrument executed by the party against whom enforcement is sought, provided that ArmorTech may, at its sole option, revise the Agreement from time to time without notice to Customer by posting the revised Agreement terms on its web site. Prices and availability are subject to change without notice.
Accuracy of Data
ArmorTech obtains certain data directly from the manufacturer or distributor of certain products. While ArmorTech makes every effort to ensure the accuracy of this data, this web site could include typographical errors and/or technical inaccuracies. ArmorTech reserves the right to make improvements and/or changes to such data and/or this web site at any time. ArmorTech makes no warranty of any kind with respect to the data on this web site or the accuracy of advice given by ArmorTech employees, whether or not such advice is made in writing.
Representations; Changes and Corrections
Photos may not represent actual product. Typographical, product description, pricing and other errors are subject to correction by ArmorTech even after orders and/or payment are accepted. Additionally, ArmorTech may make pricing changes needed to avoid material profit losses due to manufacturer price changes, changing market conditions or product discontinuation, even after orders and/or payment are accepted. ArmorTech may revise or rescind an order to correct an error or pricing issue not detected until after fulfillment of such order, and Customer may either accept ArmorTech’s proposed revision to the order or rescind the order if such proposed revision is unacceptable. In the event an order is rescinded due to ArmorTech’s error or pricing adjustment, ArmorTech will bear all shipping costs and Customer will receive a full refund for products returned in new condition. Although Internet orders generate an automatic confirmation and response e-mail, ArmorTech may change its pricing, product description or specification after any order confirmation or response e-mail but prior to shipment due to errors, changing market conditions, product discontinuation or typographical errors.
Customer's Responsibility for Certain Shipping Charges
If Customer requests shipping charges be paid either on a collect basis or on Customer's account with the shipping company, and Customer refuses the shipment or refuses to pay the applicable shipping charges, ArmorTech may bill Customer, and Customer agrees to pay ArmorTech, for all resulting charges incurred by ArmorTech either directly or through its supplier.
All equipment will be delivered to Customer f.o.b. from ArmorTech’s facility or the facilities of any of ArmorTech’s vendors who are shipping directly to Customer. Regardless of the terms of shipment and who pays for freight, the risk of loss shall pass to Customer when the equipment is delivered to the transportation carrier, and ArmorTech is not responsible for any loss or damages to the equipment during shipment. ArmorTech strongly recommends that Customer obtain insurance for shipments, as neither ArmorTech nor its suppliers will insure such shipments. ArmorTech will use its best efforts to meet the delivery time stated but does not, under any circumstances, guarantee delivery by the stated time and is not responsible for any damages caused by the failure to meet the stated delivery time.
Any implementation dates contained in this Agreement reflect a tentative production schedule and will be confirmed in accordance with Customer's schedule, business needs and product availability. The implementation of any Customer-initiated changes to this Agreement could result in modifications to this Agreement, including pricing, implementation and production schedules. Any requests for modifications shall be subject to ArmorTech’s acceptance, at prices and scheduling mutually agreeable to the parties.
Goods Purchased for Export
If goods herein being purchased are being purchased for purposes of export, Customer must obtain from the U.S. government certain export documentation before shipping to a foreign country. In addition, manufacturers' warranties for exported goods may vary or even be null and void.
Customer will pay all Federal, state, local, excise and other taxes imposed upon the products and services offered hereunder, excluding the taxes based on ArmorTech’s income, assets or net worth. Customer may provide ArmorTech a tax exemption certificate (subject to review and acceptance by ArmorTech’s tax department). Any tax imposed by federal, state or other governmental authority on or with respect to the sale, purchase, delivery or use of equipment and services shall be paid by Customer.
If any services, products or equipment provided under this Agreement are pursuant to or at the direction of Customer or contain software provided to ArmorTech by Customer, Customer agrees to indemnify and hold ArmorTech harmless from and against all liability, loss, damage and expense, including reasonable counsel fees, resulting from any claim by a third party of infringement, or any litigation based thereon, and such obligation shall survive payment therefore by the Customer. ArmorTech will rely on the specific instruction, information and/or other software provided by Customer. ArmorTech will not be responsible for delays or default in the failure of Customer to provide accurate instructions or information.
EQUIPMENT, PRODUCTS OR SERVICES PURCHASED BY CUSTOMER FROM ARMORTECH THAT WERE MANUFACTURED, PRODUCED OR PROVIDED BY THIRD PARTIES ("THIRD PARTY PRODUCTS") ARE PROVIDED ON AN "AS IS" BASIS, AND ARMORTECH MAKES NO WARRANTY WITH RESPECT TO SUCH THIRD PARTY PRODUCTS. If Customer discovers within the applicable warranty period a failure of the Third Party Products to substantially conform to the specifications or a defect in material or workmanship, Customer must promptly notify the manufacturer in writing. Customer will look solely to the third party that manufactured, produced or provided the Third Party Products for recovery on any claim of liability, whether express or implied, and will hold ArmorTech harmless there from. ArmorTech’s sole responsibility with respect to Third Party Products shall be to pass through to Customer any manufacturer warranties of the Third Party Products. AS TO PRODUCTS PRODUCED AND SERVICES PROVIDED SOLELY BY ARMORTECH ("ARMORTECH PRODUCT"), ARMORTECH MAKES NO WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS TO THOSE WARRANTIES SPECIFICALLY SET FORTH IN THE SPECIFICATIONS OF THE ARMORTECH PRODUCT. If ArmorTech is unable to correct the failure to conform to any such warranty after a reasonable number of attempts, ArmorTech will provide at its option either: (a) replacement equipment, product or service, or (b) a refund of the purchase price. These remedies are Customer's exclusive remedies for breach of warranty on ArmorTech Products.
Any action for breach of warranty must be commenced within two months following expiration of the applicable warranty. ArmorTech does not guarantee product compatibility. Defective and DOA (dead on arrival) product must be reported to Customer Service within 21 calendar days of the invoice date. All order discrepancies (shortages, mislabeled product, damaged product or overages) must be reported to Customer Service within five business days after receipt of the shipment. All non-defective returns must be reported to Customer Service within five business days after receipt of the shipment. Not all products are eligible for return, and not all products that are eligible for return are to be returned to ArmorTech. Carefully review all return policies (below) before making your purchase. Shipping charges are not refundable.
Negation of Warranty
ArmorTech does not warrant (a) product, components or parts not produced by ArmorTech, (b) defects caused by failure to provide suitable installation or application environment for the equipment, (c) damage caused by use of the equipment for purposes other than those for which they were intended, (d) damage caused by disaster such as fire, flood, wind and lightning, (e) damage during shipment, (f) damage caused by unauthorized modification or improper installation of the equipment, or (g) any other abuse or misuse by Customer. No agent or employee of ArmorTech or any other party is authorized to make any warranty in addition to those made in this Agreement.
Disclaimer of Warranty
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ARMORTECHHEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
Except for loss, damage and expense caused by gross negligence or intentional misconduct, neither party shall be liable to the other party for any indirect, special or consequential damages (including loss of profits) arising out of this Agreement, regardless of the form of action or theory of relief. Any liability arising under this Agreement is limited to the total fees and authorized costs received by ArmorTech for services rendered pursuant to this Agreement. Further, no action, whether for indemnification or otherwise, regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than one (1) year after the damage, loss or expense occurred, except that an action for non-payment may be brought within one (1) year after the date of last payment. Except as otherwise provided herein, ArmorTech is not liable for any claim made by a third party or made by Customer for a third party.
ArmorTech or Customer may terminate any order made pursuant to this Agreement with or without cause upon Thirty (30) business days prior written notice to the other party. Termination shall not relieve Customer's duty to pay for equipment actually shipped, services actually performed or expenses incurred by ArmorTech pursuant to this Agreement.
Confidential and Trade Secret Information
Neither party to this Agreement will use or disclose to any third party any confidential or proprietary information of the other party, including but not limited to, trade secrets, software applications, technology, know-how, business practices, and pricing information and any and all other documents marked confidential or proprietary, without prior written consent of the discloser thereof.
Intellectual Property Rights
ArmorTech shall own all right, title and interest in any preexisting intellectual property used in carrying out the services hereunder or developed or created solely by ArmorTech, even if such intellectual property is developed solely to implement the services hereunder. No license to such ArmorTech intellectual property is granted hereunder. For the avoidance of doubt, ArmorTech shall own all right, title and interest in the diagnostic materials and maintenance tools used or furnished by ArmorTech.
Non-Solicitation and Non-Hire
Both parties agree that during the time that ArmorTech is rendering services under the terms of this Agreement and for a one-year period following the cessation of such services, neither party will, directly or indirectly, solicit for hire, or hire, any current or former employee or consultant employed by or hired by the other party.
Nature of Relationship
ArmorTech is acting as an independent contractor to Customer. No personnel employed or engaged by ArmorTech to perform the services for Customer will be considered Customer's employees, agents, partners, joint venture partners, or franchisor. Each party to this Agreement agrees to comply with all applicable laws, rules, and ordinances.
ArmorTech shall carry adequate insurance coverage to provide Workers compensation insurance as required by applicable state law; employer's liability insurance with limits of at least $300,000 per occurrence; comprehensive automobile liability insurance with limits of at least $1,000,000; and comprehensive general liability insurance with limits of at least $1,000,000.
Governing Law and Venue
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF FLORIDA WITHOUT GIVING EFFECT TO ANY CHOICE-OF-LAW RULES. THOSE WHO CHOOSE TO ACCESS THIS SITE FROM OTHER LOCATIONS DO SO ON THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, IF AND TO THE EXTENT LOCAL LAWS ARE APPLICABLE. ANY ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISIONS OF, OR BASED ON ANY SUIT ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT AGAINST ANY OF THE PARTIES IN A COURT OF COMPETENT JURISIDICTION. NOTWITHSTANDING THE FOREGOING, CUSTOMER HEREBY AGREES THAT ARMORTECH MAY BRING ANY ACTION, PROCEEDING OR SUIT RESULTING FROM CUSTOMER'S NON-PAYMENT IN THE COURTS LOCATED IN PALM BEACH COUNTY, FLORIDA, AND CUSTOMER HEREBY CONSENTS TO SUCH COURTS' JURISIDICTION.
The terms, conditions and prices contained in any quote from ArmorTech are subject to change until such time as Customer accepts the quote, furnishes payment or an obligation to pay that is satisfactory to ArmorTech’s Credit Department, and thereby converts or directs the conversion of the quote to an order. ArmorTech shall have no obligation to honor any quotes until they are so accepted and converted. Travel expenses, sales tax and freight and delivery are not included in this Agreement and, where applicable to services and products purchased by Customer hereunder, will be the responsibility of the Customer. This Agreement is subject to credit approval by ArmorTech. The Customer will provide appropriate credit references upon request and authorize to obtain credit history from such references. If Customer claims exemption from sales tax, an exemption certificate will be provided to ArmorTech prior to conversion of any order to which such exemption applies.
Copyrights and Trademarks
Copyright © 1997-2009 ArmorTech Powder Coatings, Inc. and subsidiaries. All rights reserved. All trade names and trademarks are the properties of their respective owners.
ArmorTech Return Policies (last revised July 29, 2009):
PLEASE NOTE: The return policies below are subject to change based on manufacturer requirements. In addition, we reserve the right to reject any returns that a manufacturer will not accept. In the United States, you can obtain a complete copy of any written manufacturer warranty for a product sold by ArmorTech free of charge by emailing ArmorTech at firstname.lastname@example.org.
Defective and DOA (dead on arrival) product returns
With some exceptions, you must report defective or DOA products to Customer Service within 21 calendar days of the invoice date to avoid being charged a restocking fee. With some exceptions, if you report defective or DOA products to Customer Service within 30 days of your invoice date, you will be charged a restocking fee. Please see the "EXCEPTIONS" section below for exceptions to this policy.
Non-defective product returns
You must report any of the following issues with your products to Customer Service within five business days of the invoice date: shortages, mislabeled product, physically damaged product or overages.
No returns will be accepted without our prior authorization and an ArmorTech return merchandise authorization ("RMA") number. RMA numbers issued by ArmorTech are good for 10 business days only, and product must be received by the appropriate warehouse within that time. RMA numbers cannot be extended or re-issued. Clearly mark each address label of each package being returned with the RMA number.
Shipping charges for shipments to you are not refundable. You are also responsible for shipping charges and the risk of loss on all return shipments. We highly recommend using a reputable shipping carrier that will properly pack, fully insure your return shipment, and provide you with proof of delivery. Please keep all packing material and shipping documentation to facilitate the service or return of your products.
All product returns must include all of the product shipped to you, all original boxes, packing and shipping materials, original UPC codes on the manufacturer's boxes, and all blank warranty cards, accessories and documentation provided by the manufacturer.
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