TOSA TOOL PRODUCT TERMS & CONDITIONS
All sales by Tosa Tool LLC (“Tosa Tool”) are made subject to the following terms and
conditions. Tosa Tool expressly rejects any different or additional terms or conditions contained
in any documents submitted by Buyer. Tosa Tool’s provision of credit, acceptance of any
purchase order and/or sale of any goods are expressly made conditional on Buyer’s assent to
these terms and conditions. All orders by Buyer are accepted only upon issuance of Tosa Tool’s
sales order acknowledgement. Stenographic, software and clerical errors are subject to
Delivery & Shipments
Delivery dates are approximate. Tosa Tool shall not be responsible for non-shipment of goods
or delays in delivery or performance due to causes beyond its reasonable control, including, but
not limited to, acts of God; acts of Buyer; strikes or other labor disturbances; Tosa Tool’s
inability to obtain, or material increases in the cost of, fuel, raw materials or parts; delays in
transportation; repairs to equipment; fires; or accidents. Acceptance of goods upon delivery
shall constitute a waiver by Buyer of any claim for damages on account of non-shipment or
delays in delivery or performance.
All deliveries are F.O.B. Tosa Tool’s shipping facility, via FedEx, UPS, USPS and/or freight prepaid. If
shipped freight prepaid, the charge for freight will be added to the invoice. Neither freight
charges nor tax are subject to any discount. Risk of loss or damage in transit shall be borne by
Buyer, and claims shall be made directly with the carrier. At the time of purchase Buyer may
arrange to pick up goods at Tosa Tool’s shipping facility. In this case Buyer agrees to schedule
and pickup goods within 10 days after the date Buyer is notified of the availability of goods. If
Buyer fails to pick up goods within 10 days after notification of availability Tosa Tool reserves
the right to cancel the order and refund the purchase price, less a restocking fee.
Receipt of Goods
Do not sign the delivery receipt until: 1) The freight has been landed (to the ground), and 2) The
crate(s) have been carefully inspected for damage.
Inspect the crate(s) thoroughly – walk around each piece. Note any damage to the crate(s) on
the delivery receipt before signing it. Give as much detail as possible. If the extent of the
damage is unknown, note damage as much as possible and also note: “subject to further
inspection”. Note any shortages: If the delivery receipt calls for 2 pieces and only one is
received, note “Short 1 piece” on the delivery receipt. Advise Tosa Tool if the shipment has
been damaged or if there is a shortage. Taking pictures of the crate or packaging is also helpful
if there is damage.
It is Buyers responsibility to refuse a shipment if there is extensive damage to shipping crates or
packaging or if they are unsafe to move. The carrier will then bring the shipment back to their
terminal and contact Tosa Tool for disposition. When refusing a shipment it is preferable to not
sign for delivery. If the carrier insists on a signature, write “shipment damaged and refused” on
the delivery receipt and then sign.
All tax, Custom duties and any other fees imposed by federal, state, county or municipal
authority upon seller’s transfer and delivery of merchandise hereunder shall be paid by Buyer.
Default in Payment
All orders and shipments are subject to approval. Tosa Tool may at any time refuse to make
shipment or delivery if Buyer fails to fulfill the terms and conditions of payment. In the event
Buyer fails to make payment on any contract between Buyer or any of its affiliates and Tosa
Tool in accordance with the terms of such contract, Tosa Tool may, at its option and in addition
to all other remedies available to it: (a) defer shipments hereunder until such payment is made
and satisfactory credit arrangements are established; or (b) cancel the unshipped balance of
any order. At Tosa Tool’s option, interest will be charged after the due date up to the maximum
lawful contract interest rate.
In all claims for shortages, buyer must notify Tosa Tool within 15 days of receipt of shipment.
Charges for repair or inspection of parts by buyer, without prior authorization, cannot be
honored. Claims will not be honored on those parts further processed by buyer resulting in
change of dimensions or characteristics from parts ordered.
No claim for damages for goods that do not conform to specifications will be allowed unless
Tosa Tool is given immediate notice after delivery of goods to the first destination to which they
are shipped and allowed an opportunity to inspect them. Goods for which damages are claimed
shall not be returned, repaired, or discarded without Tosa Tool’s written consent. BUYER’S
EXCLUSIVE REMEDY AGAINST TOSA TOOL, AND TOSA TOOL’S SOLE OBLIGATION, FOR
ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO TOSA TOOL’S
REPLACING GOODS THAT DO NOT CONFORM TO SPECIFICATIONS OR, AT TOSA
TOOL’S OPTION, REFUNDING THE PURCHASE PRICE. IN NO EVENT SHALL TOSA TOOL
HAVE ANY LIABILITY FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE
PRICE OF THE GOODS SOLD HEREUNDER, NOR SHALL TOSA TOOL HAVE ANY
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
Tosa Tool’s liability shall be limited to the amount of any purchase. In no event will Tosa Tool
be liable for consequential or special damages arising from any defect or use of products or
services. Tosa Tool is not liable to Buyer, or any customer of buyer, for loss of profits, lost data,
lost products, loss of revenue, loss of use, cost of down time, business good will, or any other
incidental or consequential damage, whether in an action in contract or tort, arising out of or
related to the machine or components, or other products or services provided by Tosa Tool, or
the failure of parts or products made using Tosa Tool machines or products, even if Tosa Tool
has been advised of the possibility of such damages.
Tosa Tool assumes no responsibility with respect to the use of products or services by Buyer,
and Tosa Tool shall not incur any liability to Buyer for any failure in design, production,
operation, performance or otherwise of the products or services, other than repair or
replacement of same as set forth in Tosa Tool’s Limited Warranty, if applicable.
Tosa Tool is not responsible for any damage to parts, machines, business premises or other
property of Buyer, or for any other incidental or consequential damages that may be caused by
a malfunction of products or services.
Buyer has accepted these restrictions on its right to recover incidental or consequential
damages as part of its bargain with Seller. Buyer realizes and acknowledges that the price of
products and services would be higher if Tosa Tool were required to be responsible for
incidental or consequential damages, or punitive damages.
All returns must be accompanied by a Returned Material Authorization (RMA) number provided
by Tosa Tool. Shipment for replacement parts is free, but the shipment method is at the
discretion of Tosa Tool. In general delivery will be by FedEx ground service for domestic
customers or USPS for international customers. If overnight or express delivery is requested,
additional fees will apply. Returns and refunds on DESIGN READY products are done at TOSA TOOL LLC sole discretion,
remember you may wait up to six weeks for these products and they are custom made for you.
Acceptance of any order is limited by these terms and conditions. No modification will be
effective and no additional or different terms will become a part of the contract unless
specifically agreed to in writing by Tosa Tool’s and the Buyer’s authorized representatives.
Tosa Tool’s prices will not be higher than stated on the invoice hereof unless otherwise agreed
to in writing by Tosa Tool and an authorized employee of the Buyer. The price quoted herein
includes an allowance for taxes and fees levied by government authorities. Stenographic,
software and clerical errors are subject to correction.
Verification & Inspection
If any goods arrive at Buyer’s destination in a damaged condition or a shortage occurs, Buyer
shall immediately report the damage or shortage in writing to the delivering carrier and to Tosa
Tool. Any loss or shortage of goods occasioned by damage, or otherwise occurring in transit,
will be the Buyer’s responsibility. Tosa Tool may elect to assist Buyer in recovering damages,
provided Buyer furnishes Tosa Tool written authorization to recover damages from Buyer’s
Unless otherwise expressly agreed to in writing by Tosa Tool: (a) any product support provided
by Tosa Tool with respect to the use of goods furnished to Buyer shall be without charge at the
sole discretion of Tosa Tool; (b) Tosa Tool assumes no obligation or liability for any such advice
or for any results occurring as a result of the application of such advice, beyond the terms
specified in the product warranty; and (c) Buyer shall have sole responsibility for selection and
specification of the goods appropriate for the anticipated end use and for ensuring that all
activities are carried out in a safe manner.
Because we do not know the details of Buyer’s workshop or other local conditions, Tosa Tool
cannot accept responsibility for the performance of any of our products or any damage or injury
caused by use. It is Buyer’s responsibility to understand the implications and risks involved to
using and modifying Tosa Tool products. Buyer must comply with any legislation and codes of
practice applicable to Buyer’s country and/or state.
Tosa Tool offers technical support for every product we design when it is used as intended.
Primary support is provided by the product manual and through supplemental information
available on the Tosa Tool web site (www. Tosa Tool.com). If you have additional questions that
are not answered by these documents, or if the documents are not clear to you, then we will do
everything we can to answer your questions through email or telephone. This support is subject
to our standard terms and conditions. All other support is subject to consulting fees.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be
settled by binding arbitration in Madison, Wisconsin, USA and administered by the American
Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on
the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Choice of Law
This agreement shall be governed by the laws of the state of Wisconsin and of the United
States. Buyer, acting for itself and its successors and assigns, hereby expressly and irrevocably
consents to the exclusive jurisdiction of the state of Wisconsin and applicable federal courts for
any litigation which may arise out of or be related to this agreement.
Buyer waives any objection based on forum non conveniens or any objection to venue of any
Tosa Tool reserves the right to enforce these terms and conditions at any time and none shall
be deemed waived unless such waiver is in writing signed by a duly authorized officer of Tosa
Tool. All rights and remedies granted herein are in addition to all remedies available at law or in
equity. Waiver of any terms of this agreement shall not affect the policy rights and obligations
under the remainder of this agreement.