AGREEMENT BETWEEN CLIENT AND CALTRODE
Welcome to caltrode.com. The caltrode.com website (the "Site") is comprised of various web pages operated by Caltrode Inc. ("Caltrode"). caltrode.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of caltrode.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
caltrode.com is an E-Commerce Site.
The sale of specialty chemical products, services and software.
Any delivery of goods and services by CALTRODE® as the seller to the customer (“Customer ”) shall be subject to the Terms and Conditions set forth herein to the extent no other agreements have been explicitly made.
The Customer’s general terms and conditions that are inconsistent with the Terms and Conditions set forth herein shall only be applicable to the extent CALTRODE® has explicit approved in writing.
Disposal of chemical containing device: Caltrode electrodes contain chemicals. The disposal of Caltrode electrodes should be made according to local regulations on disposal of chemical containing materials and applicable in the country where the electrode will be disposed of. Caltrode shall not be liable in any way for any inappropriate disposal of electrodes sold to the Customers and the Customer is solely liable and responsible to comply with the applicable regulations in the country where he will use the Caltrode electrodes.
Handling with care of Caltrode electrodes: Caltrode electrodes are chemical containing and fragile scientific instruments. The Caltrode electrodes are made of breakable materials which may cause cuts if broken. They should be handled delicately and with the appropriate and expected care for such instruments. Caltrode electrodes must be not be dropped, hit or thrown against any solid materials.
Embargo countries: Any sale or resale of goods to embargoed countries or to denied persons or persons that use or may use the goods for military purposes, ABC weapons or nuclear technology is subject to an official license. Customer declares with his order the conformity with such statutes and regulations and that the goods will not be directly or indirectly delivered into countries that prohibit or restrict the import of such goods. Customer declares to have obtained all licenses required for export and import. Sales or resale of Caltrode electrodes to customers based or for use in Cuba, North Korea, Sudan, Iran, Syria, Venezuela and Yemen are currently prohibited.
Resale to third parties: The resale of the Caltrode electrodes and services to third party by the Customer is strictly prohibited unless he is an appointed Distributor of CALTRODE or it is expressly agreed in writing with CALTRODE.
Information and consultancy in relation to CALTRODE’ goods and services is provided as deemed appropriate from existing experience. Any values quoted as part thereof, especially performance data, represent average values which have been determined through experiments under standard laboratory conditions. CALTRODE cannot assume any commitment for its products to precisely meet the quoted values and areas of application.
All instructions and certifications shall be available on the CALTRODE. website: www.caltrode.com
Limited Liability Section of these Terms and Conditions governs any issues relating to claims or liability.
The prices quoted in the order confirmation of CALTRODE shall solely apply. Additional services will be invoiced separately. All prices are quoted as net prices and do not include value added tax or similarly applicable sales taxes, which is to be paid additionally by the Customer in the amount specified by applicable law.
Unless otherwise expressly agreed, the prices are quoted ex works of CALTRODE Inc. using these Terms and Conditions. The Customer shall bear all additional freight costs, packing costs in excess of standard packing, public fees (including withholding taxes) and duties such as but not limited to import duties and local import taxes.
Unless otherwise expressly agreed, the goods shall only be delivered once CALTRODE’ invoice has been fully paid.
Delivery periods shall only be binding if expressly agreed in writing. Delivery periods shall begin on the date of the order confirmation by CALTRODE, however, in no case prior to settlement of all details relating to an order including the furnishing of any required official certificates. Delivery periods shall be deemed to be met on timely notification of readiness to ship if the goods cannot be dispatched in time through no fault of CALTRODE.
With respect to delivery periods and dates, which are not expressly defined as fixed in the order confirmation, the Customer may - two weeks after expiry of such a delivery period or date - set an adequate grace period for delivery. CALTRODE may only be deemed to be in default after expiry of such a grace period.
Without prejudicing CALTRODE’ rights from Customer’s default, delivery periods and dates shall be deemed to be extended by the period of time during which the Customer fails to comply with his obligations towards CALTRODE. In case CALTRODE does not comply with its obligations CALTRODE shall only be liable for all types of damages in accordance with section 12 of these Terms and Conditions.
CALTRODE reserves the right to carry out a delivery using its own delivery organization.
CALTRODE may perform partial deliveries and render partial services if such action would not unreasonably affect the Customer.
The Customer may rescind the contract after two unsuccessful grace periods unless the hindrance is merely temporary in nature and a delay would not unreasonably affect the Customer.
Any contractual or statutory right of a Customer to rescind the contract, which the Customer fails to exercise within a reasonable period of time set by CALTRODE, shall be forfeited.
SHIPMENT, PASSING RISK
Unless otherwise expressly agreed, shipment shall always be carried out at the Customer's risk. The risk shall pass to the Customer as soon as the goods have been handed over to the person executing the shipment.
If a shipment is delayed for reasons to be attributed to the Customer, the risk of accidental deterioration, loss and destruction shall pass to the Customer on notification of CALTRODE’ readiness to ship. Required storage costs after passing of risk shall be borne by the Customer. This shall not affect any other claims.
If the Customer defaults in accepting, CALTRODE shall be entitled to claim refund of any expenditure associated therewith and the risk of accidental deterioration, loss and destruction shall pass to the Customer.
Order payments are processed through PayPal website or by wire transfer (through CALTRODE’s invoicing system).
Payment shall be considered to have been made on the day the payable sum is received by CALTRODE.
RETENTION OF TITLE
Delivered goods shall fully remain property of CALTRODE (goods sold subject to retention of title) until all receivables, on whatever legal grounds, have been fully paid up.
In case of processing, combining or mixing of goods subject to retention of title with goods of the Customer, CALTRODE shall be entitled to co-ownership of the new property inasmuch as the invoiced value of goods sold with retention of title relates to the value of the other involved goods. Where CALTRODE co-ownership becomes null and void due to processing, combining or mixing with other goods, the Customer immediately assigns to CALTRODE those of his rights of ownership in the new property or compound matter which correspond to the amount of the value of goods subject to retention of title by CALTRODE. Customer shall also be responsible for holding such rights in safe custody on the behalf of CALTRODE and at Customer’s own expense.
INDUSTRIAL PROPERTY RIGHTS, COPYRIGHT & PROPERTY INFRINGEMENT
CALTRODE® is a registered trademark of CALTRODE INC.
The goods are fully protected by appropriate patents including trademarks. The Customer has no right whatsoever to attempt to break, dismantle or replicate the goods in whatever manner and at any time with or without the intention to reverse engineer the goods.
Visiting caltrode.com or sending emails to Caltrode constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
CHILDREN UNDER THIRTEEN
Caltrode does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use caltrode.com only with permission of a parent or guardian.
The orders can be cancelled within 30 days if request is made in writing and product is returned in the condition it was received.
LINKS TO THIRD PARTY SITES/THIRD PARTY SERVICES
caltrode.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Caltrode and Caltrode is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Caltrode is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Caltrode of the site or any association with its operators.
Certain services made available via caltrode.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the caltrode.com domain, you hereby acknowledge and consent that Caltrode may share such information and data with any third party with whom Caltrode has a contractual relationship to provide the requested product, service or functionality on behalf of caltrode.com users and customers.
NO UNLAWFUL OR PROHIBITED USE/INTELLECTUAL PROPERTY
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Caltrode or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Caltrode content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Caltrode and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Caltrode or our licensors except as expressly authorized by these Terms.
The Service is controlled, operated and administered by Caltrode from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Caltrode Content accessed through caltrode.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless Caltrode, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Caltrode reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Caltrode in asserting any available defenses.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
CLASS ACTION WAIVER
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Caltrode agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. CALTRODE INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
CALTRODE INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CALTRODE INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Caltrode reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Arizona and you hereby consent to the exclusive jurisdiction and venue of courts in Arizona in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Caltrode as a result of this agreement or use of the Site. Caltrode's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Caltrode's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Caltrode with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Caltrode with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Caltrode with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
The goods claimed to be defective shall be returned to CALTRODE for examination in their original or equivalent packaging. CALTRODE shall remedy defects if the warranty claim is valid and within the warranty period. It is at CALTRODE’ discretion whether CALTRODE remedies the defect by repair or replacement. CALTRODE shall only bear the costs necessary to remedy the defect.
CALTRODE shall be entitled to refuse to remedy defects in accordance with CALTRODE’ statutory rights. CALTRODE may refuse to remedy defects if the Customer has not complied with CALTRODE’ request to return the goods claimed to be defective.
CALTRODE shall refuse to remedy the goods if CALTRODE concludes that the goods have not be used with due care or have been mishandled or handled not in compliance with the User Guide and Installation Instruction as provided on the CALTRODE website www.caltrode.com.
Any rights of the Customer to receive damages or compensation shall be governed by the provisions in section 12 of these Terms and Conditions.
Specifications of CALTRODE’ goods, especially pictures, drawings, data about weight, measure and capacity contained in offers and brochures are to be considered as average data. Such specifications and data shall in no way constitute a quality warranty but merely a description or labeling of the goods.
Unless limits for variations have expressly been agreed in the order confirmation, such variations shall be admissible that are customary within the trade.
CALTRODE shall not accept any liability for defects in the goods supplied if they are caused by normal wear and tear.
Any warranty shall be void if operating or maintenance instructions are not observed, if changes are made to deliveries or services unless the Customer can show that the defect in question resulted from another cause. The Customer shall be obliged to notify defects to CALTRODE in writing or via fax.
CHANGES TO TERMS
Caltrode reserves the right, in its sole discretion, to change the Terms under which caltrode.com is offered. The most current version of the Terms will supersede all previous versions. Caltrode encourages you to periodically review the Terms to stay informed of our updates.
Caltrode welcomes your questions or comments regarding the Terms:
7355 N. Oracle Rd. STE. 105
Tucson, Arizona 85704
Effective as of January 01, 2021