TERMS AND CONDITIONS OF USE

This Site is owned and controlled by Daniels Manufacturing Corporation (“DMC”). By accessing and/or using the pages in this Site, you agree to these Terms and Conditions of Use. If you do not agree, you should not use this Site. If you are currently a party to a separate, written agreement with DMC that has terms and conditions that are inconsistent with these Terms and Conditions of Use, the terms of that Agreement will apply to matters that are within the scope of that Agreement.

ELECTRONIC COMMUNICATIONS

When you access this Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically and you further agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

USE

Viewing this Site may create a copy of material on this Site in the computer you use to access the Site. You are permitted to view this site and to print pages for your own personal, noncommercial use. The materials published on this Site may not be copied, distributed, uploaded, modified or transmitted in any way without the prior written consent of DMC.

COPYRIGHT

All content included on this Site, including text, graphics, video and/or audio clips, logos, icons, images, digital downloads, data compilations, information content and arrangement thereof and software is the property of DMC and is protected by United States and international copyright laws.

TRADEMARKS

The trademarks and service marks (the 'Trademarks') used and displayed on this Site are Trademarks of DMC and others. Nothing on this Site should be construed as granting, in any way, any license or right to use any Trademark displayed on this Site without the prior written consent of the Trademark owner. “Daniels Manufacturing Corporation”, “DMC”, “DMCTOOLS”, “Alphatron”, “Safe-T-Cable”, The DMC Logo, The Alphatron Logo, The Safe-T-Cable Logo, and “BETA”  are some of the registered and unregistered trademarks owned by DMC. These Trademarks may not be used in connection with any product or service that is not manufactured by or under license from DMC.

PRODUCTS AND PRICING

Any sale of products or services through this Site shall be subject to the terms and conditions of sale in effect at that time. Such Terms and Conditions of sale shall be supplied to the purchaser in written form, either electronically or by mail, and shall supersede and replace any inconsistent terms and conditions that may appear on this Site. Terms and Conditions of Sale, product prices, configurations and availability are subject to change at any time by DMC.

LINKS

This Site may include links to other sites that contain information created, published, or maintained by organizations independent of DMC. DMC provides these links only as a convenience, and does not endorse, approve or certify these external sites and does not guarantee the accuracy or completeness of information located at such sites nor does DMC endorse or otherwise promote the products or services of such linked sites.

Other parties may provide links to this Site without obtaining approval of DMC. Such links may not, however, include frames or other features that distort, mischaracterize or misrepresent the source or ownership of materials on this Site or disparage or otherwise demean the products or services of DMC.

DISCLAIMER

THE MATERIAL DISPLAYED OR DESCRIBED ON THIS SITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. DMC MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME WITHOUT NOTICE. THE MATERIALS IN THIS SITE ARE PROVIDED 'AS IS' AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. DMC DISCLAIMS ALL WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DMC DOES NOT WARRANT THAT YOUR USE OF THIS SITE WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER(S) THAT MAKE THIS SITE AVAILABLE ARE FREE OF VIRUSES, WORMS, OR OTHER HARMFUL COMPONENTS. DMC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THIS SITE AND/OR THE MATERIALS IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPLICABILITY OR OTHERWISE. THE ABOVE RESTRICTION MAY NOT APPLY TO YOU, AS SOME JURISDICTIONS DO NOT PERMIT LIMITATIONS OF IMPLIED WARRANTIES AND/OR DAMAGES. NOTHING IN THIS SECTION SHALL AFFECT YOUR STATUTORY RIGHTS.

APPLICABLE LAW

By visiting this Site, you agree that the laws of the State of Florida, United States of America, without regard to conflict of law principals that would dictate selection of another jurisdiction's laws, will apply to these Terms and Conditions of Use and any dispute of any sort that may arise between you and DMC.

DISPUTES

Any dispute between you and DMC arising out of your use of this Site shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute, provided, however, that DMC may commence action against you in a court of law for infringement of DMC 's intellectual property rights. Any claim required to be submitted to arbitration shall be made by filing a demand for arbitration within one (1) year following the occurrence first giving rise to the claim. The right and duty of the parties to resolve disputes by arbitration shall be governed exclusively by the United States Federal Arbitration Act and will take place according to the Commercial Rules of the American Arbitration Association. The arbitration will be held in Orlando, Florida. Each party shall bear all of its own costs of arbitration, except that the fees of the arbitrator shall be divided equally between the parties. The arbitrator shall have no authority to amend or modify the terms of this Agreement or to award punitive or exemplary damages, and the award may be enforced by judgment in a United States Court of Law.

MODIFICATION TO TERMS AND CONDITIONS

DMC may modify these Terms and Conditions at any time by modifying or updating this posting. Your use of a this Site on or after the effective date of any such modification or update will constitute your acceptance of these Terms and Conditions as modified and/or updated.

SEVERABILITY

If any of these terms and conditions is deemed invalid, void or unenforceable for any reason, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining terms and conditions.

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Limitation of Liability / Limited Warranty*

Daniels Manufacturing Corporation is not liable for Consequential or Special Damages of any nature or kind resulting from the use of any of its products.  Owners and users of DMC products assume full responsibility for instructing their employees in the proper and safe use of such products.

Daniels Manufacturing Corporation warrants each new unit sold by it to be free from defects in material and workmanship under normal use and service.  Its obligation under this warranty is limited to the free correction or, at its option, the refund of the purchase price of any such unit which proves defective within ninety (90) days after delivery to the first user, provided that the unit is returned to it with all transportation charges prepaid, and which shall appear to its satisfaction, upon inspection by it, to have been defective in material or workmanship.  This warranty shall not cover any damage to such products, which in the opinion of Daniels Manufacturing Corporation, was caused by normal wear, misuse, improper operation or accident.  This warranty is in lieu of all other warranties express or implied.  No warranty express or implied, is made or authorized to be made or assumed with respect to products of Daniels Manufacturing Corporation, other that that herein set forth.

*as defined by PL93-637

The tooling suggested within this website may not cover a user's specific contract or manufacturing requirements.  It is the user's responsibility to carry out sufficient testing to verify the suitability of the DMC product selected for the specific requirements of each particular application.  DMC is not liable for consequential or special damages of any nature or kind resulting from the use of any of our products.

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PRICE NOTICE

Any prices we quote verbally or any prices appearing in our printed price lists or appearing within this website are subject to change without prior notice.

If you need firm prices for future deliveries you should request a written quotation from our sales office.

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TERMS & CONDITIONS OF SALE

• APPLICABLE TERMS AND CONDITIONS: These Terms and Conditions exclusively control any sale between DMC and purchaser. If purchaser fails to object in writing to DMC ’s Terms and Conditions within ten (10) days of receipt of these Terms and Conditions, then Purchaser’s acceptance of the goods will be deemed an acceptance of the terms and conditions set forth herein. DMC expressly rejects and pre-printed terms and conditions set forth in any of purchaser’s forms. Any proposed terms and conditions proposed by purchaser not contained in a pre-printed form shall not be binding upon DMC unless such terms and conditions are expressly agreed upon by DMC in writing.

• CHANGES: If the purchaser at any time changes within the general scope of any order and if any such changes cause an increase or decrease in the cost of, or the time required for the performance of any purchase order or any other order affected by such change, an equitable adjustment in the price, the delivery schedule or both shall be made and such order shall be modified accordingly.

• SHIPMENT: Shipment generally will be accomplished FOB DMC ’s plant. Notwithstanding this, if DMC prepays the transportation changes purchaser will be obligated to reimburse DMC upon receipt of invoice for the prepaid transportation charges. Any Special or abnormal packaging required will be included in the unit price of the item to be delivered or as a separate line item.

• DELIVERY: Delivery will be accomplished within the time specified on the face of the acknowledgment or if no time is specified within the normal lead time necessary for DMC to deliver its products in question. Anything to the contrary notwithstanding, DMC shall not be liable to any reasonable delay in production or delivery. In the event a delay in production or delivery occurs beyond a reasonable period of time, which delay is occasioned by fire, strikes, civil or military authority, war, hostility, riots, government action, energy crises, parental leave, the failure of date or dates of delivery of the products ordered hereunder shall be extended for a period of time lost by reason of any such delay.

• PAYMENTS: In the event any payments of purchaser under any order are not made in a timely manner DMC may either: (1) declare purchaser’s performance in breach and terminate any other order for default, (2) withhold future shipments under any order until delinquent payments are made, (3) deliver future shipments under any order on a C.O.D. or cash in advance basis even after the delinquency is cured, (4) change interest on the delinquency at a rate of 2% per month or the maximum rate permitted by law, if lower, for each month or part thereof the delinquency in payment plus applicable storage charges or inventory carrying charges, if any, or (5) combine any of the above rights and remedies as a practicable and permitted by law. Nothing herein shall waive any other rights or remedies of DMC permitted by law or set forth in this or any other order between purchaser and DMC and all rights and remedies set forth herein shall be considered cumulative with all other available rights and remedies.

• MATERIAL SHORTAGES AND ALLOCATIONS: In the event DMC in unable to obtain in a timely manner material sufficient to fulfill all of its orders on hand, DMC shall have the right as a result of said material shortages to equitably allocate lesser quantities of the products to be delivered to all purchasers on the proportionate basis. Unless specifically agreed in writing to the contrary, purchaser agrees to accept partial shipments.

• INSPECTIONS: The purchaser shall inspect and accept any products delivered immediately after purchaser takes custody of such products. In the event the products do not meet the drawings, designs, and/or specifications, the purchaser shall notify DMC of such noncompliance in writing and give DMC a reasonable opportunity to correct any such noncompliance. The purchaser shall be deemed to have accepted any products delivered and to have waived any such noncompliance in the event a written notification that the products delivered do not comply with the drawings, design, and/or specifications, is not received by DMC within 15 days after the purchaser takes custody of the products delivered.

• INSOLVENCY: DMC may cancel the whole or any part of any order in the event of the suspension of purchaser’s business, insolvency of purchaser, the institution, by the purchaser of others, of bankruptcy reorganization, arrangement of liquidation proceedings involving or affecting the purchaser or any assignment for the benefit of creditors of purchaser or receivership that purchaser places itself in or may be placed in. Such cancellation shall be deemed a cancellation for default of purchaser.

• RIGHT TO COMMUNICATE: If purchaser is a reseller of DMC products, DMC shall have the absolute right to freely communicate with purchaser’s customers concerning the reasons for delay or non-delivery of DMC product. If purchaser is on credit hold for any reason, DMC shall have the absolute right to furnish DMC product directly to purchaser’s customer. Purchaser waives all right to claim that such communications and actions are slanderous, libelous, defamatory or constitute interference with a business arrangement.

• SPECIAL TOOLING: Title to dies, tools, jigs, fixtures, patterns or any other type of special tooling shall remain vested in DMC , whether or not paid for or amortized over the products manufactured under any other purchaser.

• TAXES: Unless otherwise specifically stated in writing by DMC , prices quoted by DMC do not include sums necessary to cover any taxes or duties including but not limited to Federal, State, Municipal excise, sales or use taxes or import duties upon the production, sale, distribution, or delivery of equipment or furnishing of service hereunder. Any taxes or duties that are due and owing shall be paid by the purchaser. Accordingly, DMC reserves the right to revise any contract between itself and others to include any and all taxes or duties that may become due and DMC may involve purchaser for said additional amount. This cause shall survive the acceptance and complete performance of any order.

• SET-OFF: All moneys owed under any order shall be due and payable at Orlando, Florida and the purchaser is prohibited from setting off said sums due DMC under this order form sums, whether liquidated or not, that are or may be due the purchaser which arise out of a different transaction with DMC , its divisions, subsidiaries or affiliates.

• VENUE: Orange County Florida shall be the proper venue for any actions arising out of or because of the breach of any agreement entered into with DMC .

• ATTORNEYS’ FEES AND SUIT COSTS: Should DMC have to initiate legal action to collect any moneys owed arising out of any contract, or should DMC be sued by a customer under any contract, then if DMC prevails in whole or in part, customer agrees to pay DMC ’s attorneys’ fees, witness fees, and court costs.

• TITLE: Title to the goods shall pass to the purchaser on identification of the goods to the contract. Purchaser grants DMC a security interest in the goods identified on this document, to secure payment of the purchase price, including all amounts that come due under the Sale Document.

• NON-WAIVER: No course of dealing of failure of DMC to strictly enforce any term, right or condition of any contract shall be construed as a waiver of such term, right or condition.

• CHOICE OF LAW: The construction, interpretation and performance of any agreements entered into and all transactions under such agreements shall be governed by the laws of the State of Florida.

• CANCELLATION COSTS: In the event of cancellation of any order by purchaser, purchaser shall be liable for reasonable cancellation costs which shall not exceed the contract price for the items canceled.

• RISK OF LOSS: Purchaser shall be liable for any loss which occurs after goods leave their F.O.B. point which shall be Factory, Orlando, Florida, unless otherwise stated on the reverse side of this document.

• ERRORS SUBJECT TO CORRECTION: All typographical, stenographic and arithmetical errors are subject to correction.

• LIABILITY FOR PATENT INFRINGEMENT: If goods are made to purchaser’s specifications or design, purchaser assumes liability for patent and copyright infringement and agrees to hold DMC harmless from any actions arising out of any alleged infringement.

• RESPONSIBILITY FOR SAFETY & TRAINING: Purchaser and end users stipulate and agree that tampering with, or the improper, unsafe or unapproved operation or use of DMC products, especially power-actuated products, can cause severe bodily injury or death. Purchaser and end users agree to assume complete and sole responsibility for fully training and continually supervising each of their operators in the proper approved use and safe operation of all products from DMC .

• LIMITED WARRANTY: DMC warrants each new product sold by it to be free from defects in material and workmanship under normal use and service. DMC ’s obligation under this warranty is limited to the free correction or, at DMC ’s option, the refund of the purchase price of any such product which proves defective in normal service within ninety (90) days after delivery to the first user, provided that the product is returned to DMC with all transportation charges prepaid and which shall appear to DMC ’s satisfaction, after DMC ’s inspection, to have been defective in material or workmanship, it being understood that DMC products are not consumer products. This warranty shall not cover any damage to any product which, in the opinion of DMC , was caused by normal wear, misuse, improper operation, tampering, neglect, or accident. This warranty is in lieu of all other warranties express or implied. No warranty, express or implied, is made or authorized to be made or assumed with respect to products of Daniels Manufacturing Corporation other than those herein set forth.

• LIMITATION OF LIABILITY: DMC IS NOT LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE OR KIND RESULTING FROM THE USE, MISUSE OR UNAPPROVED USE OF ANY OF ITS PRODUCTS. OWNERS AND USERS OF DMC PRODUCTS ASSUME FULL RESPONSIBILITY FOR INSTRUCTING THEIR EMPLOYEES IN THE PROPER, APPROVED AND SAFE USE OF SUCH PRODUCTS.

• SEVERABILITY: If any provision herein is held to be in violation of any Federal, State or Local statute or regulation of illegal or unenforceable for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions.

• PRODUCT OR PRODUCT COMBINATIONS SUGGESTED BY DMC may or may not cover a user’s specific contract manufacturing requirements. It is the user’s responsibility to conduct sufficient testing and research to validate the suitability of the DMC product(s) selected for the specific requirements of each particular application. DMC DISCLAIMS ANY LIABILITY DIRECT OR CONSEQUENTIAL ARISING FROM USER’S FAILURE TO CARRY OUT SUCH RESEARCH AND VALIDATION TESTING.

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