HOW TO SELL
HOW TO SELL
BECOME AN AUTHORIZED DEALER
Become an authorized Truckclaws dealer.
Word is getting out! TruckClaws™ are a great way to avoid dangerous situations where you are stuck and stranded. As demand increases for our products more and more customers are looking to find this vital product in their local stores and favorite websites. Join our network of TruckClaws dealers and help make sure everyone has access to such a vital and useful product!
If you are a retailer seller that is interested in establishing an account with S&C Global Products, LLC and becoming a dealer of TruckClaws™ products, take a few minutes to complete the form below and a PDF will be generated and emailed to yourself and us. We will review and if everything is in order, sign and welcome you aboard. We will contact you if any information is incomplete. By filling the form you agree to the terms at the bottom of this page which will be included in your generated PDF form. Alternatively you may click the green button below to download a blank version of the form, complete, sign and email to email@example.com
Terms of the agreement
1. General. The terms and conditions contained herein constitute the complete agreement between SCGP and Purchaser regarding this sales transaction (the
“Agreement”) and supersede any and all prior communications concerning this specific transaction. No course of prior dealings and no usage of the trade shall be relevant to supplement or explain any terms used in this Agreement. This Agreement is in addition to any relevant SCGP /Member Agreement, and in the event of conflicting provisions, the more restrictive provision shall govern, as determined by SCGP. Acceptance by SCGP of Purchaser’s order is expressly limited to and conditioned upon Purchaser’s acceptance of the terms and conditions contained herein, which may not be changed or waived unless signed in writing by a duly authorized representative of SCGP at its home office in Manassas, Virginia. Any additional, inconsistent or different terms and conditions stated by Purchaser or contained in Purchaser’s purchase order or other documents supplied by Purchaser are hereby expressly objected to and rejected.
2. Orders. All orders are received subject to acceptance by a duly authorized representative of SCGP at its home office in Manassas, Virginia. Typographical and clerical errors in quotations, orders, and acknowledgments are subject to correction by either party if made within fifteen (15) days from the date of the making thereof.
3. Payment Terms. Unless specified to the contrary in writing by SCGP’s CFO or CEO, payment terms are net fifteen (15) days from the date of the invoice. If payments are not made when due, Purchaser shall pay, in addition to the overdue payment, a late charge equal to the lesser of one and one-half percent (1½%) per month or the highest applicable rate allowed by law on all such overdue amounts. Purchaser shall bear all costs of collection incurred by SCGP for overdue amounts, including attorney’s fees. Unless otherwise specified, all payments of invoices shall be in United States dollars and should be remitted to SCGP by mail at the address indicated on the invoice or by electronic funds transfer to the account and according to the routing on the invoice. Receipt of payment will be determined by the date the payment is received at SCGP’s remittance address or when electronic funds have been received in our designated account. If Purchaser delays delivery, date of readiness for delivery shall be the date of delivery for payment purposes.
4. Prices. Prices are subject to adjustment to SCGP ‘s prices in effect at the time of shipment. All prices shall be in United States dollars, unless otherwise specified. Unless otherwise specified, prices do not include sales, use, services excise or other taxes of any kind, and Purchaser agrees to pay such taxes upon SCGP’s request or to provide SCGP with tax exemption certificate(s) applicable to the taxable transaction(s). Unless specified to the contrary in Section 5, prepaid freight and installation costs (where applicable) will be in addition to the purchase price. Where price expressly includes transportation or other shipping charges, any increase in transportation rates or other shipping charges from date of quotation or purchase order shall be paid by Purchaser.
5. Shipment. Unless otherwise specified herein, all orders are delivered F.O.B. point of shipment, with the method of transport and route to be selected by SCGP. Where scheduled delivery is delayed due to causes specified in Section 6 below, SCGP may deliver such product(s) by moving it to storage for the account of and at the risk of Purchaser. SCGP reserves the right to deliver in installments. Any special handling costs and costs of insurance shall be paid by Purchaser. Notwithstanding any agreement with respect to delivery terms or payment of transportation charges, risk of loss or damage shall pass to Purchaser and delivery shall be deemed to be complete upon delivery of the product(s) by SCGP to a private or common carrier or upon moving into storage, whichever occurs first, at the point of shipment.
6. Delivery Dates. SCGP endeavors to make shipments of orders as scheduled; however, all shipment dates are approximate, and NRTC reserves the right to
readjust shipment schedules. If SCGP suffers delay in performance or delivery due to any cause beyond its control, including acts of nature, acts or omissions of Purchaser, acts of government, fires, floods, strikes or other labor disturbances, war, riot, sabotage or delays in obtaining from others suitable services, materials, components, equipment or transportation, the time of performance or delivery shall be extended for a period of time equal to the period of the delay and its consequences SCGP will give to Purchaser notice in writing within a reasonable time after SCGP becomes aware of any such delay.
7. Order Cancellation. All orders subject to this Agreement are mutually understood by SCGP and Purchaser to be firm, non-cancelable purchase orders. Notwithstanding the foregoing, SCGP may, in its sole discretion allow Purchaser to cancel an order upon Purchaser’s prior written notice and upon Purchaser’s payment of reasonable and proper termination charges, including, but not limited to all direct and indirect costs associated with the order incurred prior to the effective date of notice of termination and all charges incurred by SCGP in respect to the termination. In addition, a fixed sum of fifteen percent (15%) of the final total selling price for cancellation of the order will be due from Purchaser to compensate SCGP for disruption in scheduling, restocking and other indirect costs.
8. Order Modifications/Changes. Purchaser-requested order changes, including
those affecting the identity, scope and delivery of the product(s) must be documented in writing and approved by an officer of SCGP of the senior vice president level (or higher), and SCGP reserves the right to reject any change it deems inadvisable, inconsistent with its policies or incompatible with its capabilities. If any such change causes an increase or decrease in the cost of or the time required for performance of this order, an equitable adjustment shall be made in the order price or delivery schedule or both, and the order shall be modified in writing accordingly.
9. Claims. Purchaser’s claims for lot shortages, correction of erroneous order charges or other errors must be made in writing and delivered to SCGP at its home office in Manassas, Virginia within fifteen (15) days of Purchaser’s receipt of the product(s). Claims outside of this time period will be disallowed.
10. Returned Goods. If, upon formal inspection and/or testing of the product(s), Purchaser is of the opinion that the product(s) is defective or otherwise unacceptable, Purchaser shall notify SCGP in writing. Prior to making any return to SCGP, Purchaser must obtain a Return Authorization (“RA”) from a duly authorized representative of SCGP. The following conditions also apply to returns: (1) all products returned to SCGP must include the RA and must be properly packed and shipped; delivery of returns without the RA or returns not properly packed and/or shipped will not be accepted;
(2) all returns are subject to inspection and/or testing by SCGP as it deems appropriate. If SCGP determines that the returned product(s) appears to be in compliance with order specifications, it shall notify Purchaser; (3) all product(s) must be returned by delivery F.O.B. destination to SCGP -specified locations. Title and risk of loss on all product(s) shall remain with Purchaser until such returned product(s) is received by SCGP; (4) SCGP will allow a credit on all defective product(s) returned in accordance with this paragraph, calculated on a last invoice basis; (5) all product(s) under the warranty of Section 11 will be repaired or replaced at the original invoice price. Purchaser shall not be charged for parts and labor associated with replacement or repair. All returns are subject to the provisions of this Section and Section 9 governing claims. Any product(s), which has been modified, altered, damaged or used by Purchaser, may not be returned.
11. Limited Warranty. Unless otherwise provided in a third party warranty or licensing agreement, SCGP warrants that at the time of shipment, the product(s)
shall be compatible with and perform free from defects in material and workmanship and shall be of the kind and quality designated or specified by SCGP in writing. This warranty shall only apply to product defects reported in writing to SCGP within ninety (90) days from the latter of the date of shipment or the date of the SCGP invoice. This warranty is strictly limited and does not apply or extend to altered products(s) or damage caused by accident, the elements, abuse, misuse, temporary heat, overloading or by erosive or corrosive substances or the alien presence of contaminants in the product(s). EXCLUSIONS FROM WARRANTY: THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, ORAL OR EXPRESSED OR IMPLIED, INCLUDING ALL WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION OF THE PRODUCT(S). THERE ARE NO EXPRESS WARRANTIES OTHER THAN THOSE CONTAINED IN THIS SECTION 11 AND TO THE EXTENT PERMITTED BY LAW THERE ARE NO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. THE PROVISIONS OF THIS SECTION 11 AS TO DURATION AND LIMITATION OF LIABILITY SHALL BE THE SAME FOR BOTH IMPLIED WARRANTIES (IF ANY) AND EXPRESSED WARRANTIES. Satisfaction of this warranty is limited to: (a) the replacement of the product(s) by SCGP; (b) repair or modification of the product(s) by SCGP; or (c) issuance of a credit for the non-conforming product(s). The foregoing are the Purchaser’s exclusive remedies and the extent of SCGP ‘s liability for breach of implied (if any) and express warranties, representations, instructions or defects from any cause in connection with the sale or use of the product(s). IN NO EVENT WILL SCGP BE LIABLE FOR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. SCGP’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING THAT WITH RESPECT TO DIRECT DAMAGES AND OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE COST OF THE PRODUCTS GIVING RISE TO THE CLAIM OR LIABILITY, REGARDLESS OF ANY ADVICE OR RECOMMENDATION THAT MAY HAVE BEEN RENDERED CONCERNING THE PURCHASE OR USE OF THE PRODUCT(S). ANY ACTION AGAINST SCGP MUST BE BROUGHT WITHIN EIGHTEEN MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION OF THE AGREEMENT AND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF SCGP’S VENDORS AND OTHER AUTHORIZED RESELLERS AS THIRD-PARTY BENEFICIARIES. EACH PROVISION IN THE AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF
DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.
12. Resolution of Disputes. In the event of a dispute between SCGP and Purchaser arising out of this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. In the event the dispute is not resolved within thirty (30) days of the date one party notified the other party in writing of the dispute, and if any party wishes to pursue the dispute, it shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. In no event may arbitration be initiated more than one (1) year following the sending of written notice of the dispute. Any arbitration proceeding under this Agreement shall be conducted in the Commonwealth of Virginia in the county designated by SCGP. The arbiters shall have no authority to award any punitive or exemplary damages, or to vary or ignore the terms of this Agreement, and shall be bound by controlling law.
13. Defense of Intellectual Property by Seller. SCGP will defend any suit or proceeding brought against Purchaser based on a claim that the design or construction of the product(s) sold or licensed hereunder by SCGP’s expense: (a) Purchaser gives SCGP the sole right to defend or control the defense of the suit or proceeding, including settlement, and (b) Purchaser provides all necessary information and assistance for that defense. Except for any consequential damages, SCGP will pay all costs and damages finally awarded or agreed upon by SCGP that are directly related to any such claim. In the event of a charge of infringement Seller’s obligation under the Agreement will be fulfilled if Seller, at its option and expense, either: (i) procures for Purchaser the right to continue using such products; (ii) replaces the same with non-infringing products; (iii) modifies the same so as to make them non-infringing; or (iv) accepts the return of any infringing products and refunds their purchase price. Notwithstanding the foregoing, SCGP will have no liability with respect to any claim of infringement to the extent based on a configuration or modification incorporated in the products at the request of Purchaser, on any process application into which the products are integrated by Purchaser, or on use of the products in combination with other equipment or products not supplied by Seller. THIS PARAGRAPH SETS FORTH SCGP’S ENTIRE LIABILITY WITH RESPECT TO INTELLECTUAL PROPERTY AND INFRINGEMENT OF PATENTS BY ANY PRODUCT, AND IS IN LIEU OF ALL WARRANTIES OR CONDITIONS RELATING TO INFRINGEMENT OR INTELLECTUAL PROPERTY, EITHER EXPRESS OR IMPLIED
14. License of Intellectual Property to Purchaser. SCGP grants the Purchaser a nonexclusive, nontransferable limited license to use the trademarks (whether registered or at common law), trade names, logos, and other designations owned by TruckClawsTM and licensed exclusively to SCGP with respect to The Products (the“Intellectual Property”). SCGP grants you a limited, non-exclusive, royalty-free license (with no right to sublicense) to use the Intellectual Property solely in connection with the display, distribution and sale of the Product. Purchaser acknowledges the ownership of the Intellectual Property by SCGP and agrees to do nothing inconsistent with such ownership and that all use of the Intellectual Property by Purchaser will inure to the benefit of and be on behalf of the owner. Purchaser agrees that nothing in this License gives the Purchaser any right, title or interest in the Intellectual Property other than the right to use the Intellectual Property in accordance with the License. Purchaser further agrees that purchaser will not at any time, either during or subsequent to the Term of this Agreement: a)challenge the Owner’s right, title, or interest in the Intellectual Property or the validity of the Intellectual Property or any registration thereof, b) represent that the Purchaser has any ownership in or rights with respect to the Intellectual Property other than the rights conferred by this Agreement, c) use of trademark, service mark, trade name, insignia or logo that is confusingly similar to or a colorable imitation of the Intellectual Property, d) use the Intellectual Property on any goods that the Purchaser manufactures, or on any promotional materials or marketing materials for goods that Purchaser manufactures, e) register any domain name or create any hyperlinks to your site that incorporate the Intellectual Property or any word or mark that is confusingly similar to or a colorable imitation of the Intellectual Property, or f) register with any administrative entity or governmental body any trade name, trademark, trade dress, label, or design that includes or incorporates the Intellectual Property or any trade name, trademark, trade dress, label, or design confusingly similar thereto. The Purchaser agrees not to alter the Intellectual Property in any way and to comply with all guidelines that SCGP may set related to Purchaser’s use of the Intellectual Property. SCGP has the right to review and approve, at its discretion, any use of the Intellectual Property and any presentation of The Products. SCGP has the right to prohibit the use of the Intellectual Property in any manner. Purchaser agrees to provide SCGP with prompt notice of a) any apparent infringement of the Intellectual Property or SCGP’s patent rights, any opposition to, or petition to cancel, any registration of the Intellectual Property of which you become aware, b) any attempted use of the Intellectual Property of which Purchaser becomes aware that you do not know to be authorized by SCGP or Owner, or c) any application to register any mark confusingly similar to, or colorable imitation of, the Intellectual Property of which the Purchaser becomes aware (other than such an application made by Owner or SCGP). Upon Termination of the Intellectual Property License, all rights of the Purchaser to use the intellectual Property will immediately cease. Purchaser may not operate or conduct business under any name or in any manner that could give anyone the impression that this Agreement is still in force or that Purchaser has any right of the Intellectual Property.
15. Export. Product(s) purchased for export outside of the United States or its possessions are covered by the respective trade laws or other legal conditions specific to the country or possession in question so understood and agreed to by both parties. Purchaser shall be solely responsible for any permits, licenses, waivers or other requirements necessary to permit movement of any product outside of the United States.
16. Governing Law. SCGP does not assume any responsibility for compliance with any foreign or federal, state or local laws and regulations, except as expressly set forth herein, and compliance with any laws and regulations relating to the product(s) is the sole responsibility of the Purchaser. All laws and regulations expressly incorporated herein shall be those in effect as of the date hereof. In the event of any subsequent revisions or changes thereto, SCGP assumes no responsibility for compliance therewith. Nothing contained herein shall be construed as imposing responsibility or liability upon SCGP for the obtaining of any permits, licenses or approvals from any agency or governmental entity, foreign or domestic, which may be required in connection with the supply of the product(s).
All sales and purchases of product(s) from SCGP, including terms and conditions thereof, shall be governed by the laws now prevailing in the Commonwealth of Virginia, without regard to its conflict of law’s provisions.
17. Partial Invalidity. If any provision herein or portion thereof shall for any reason be held invalid or unenforceable in accordance with prevailing law, such invalidity or unenforceability shall not affect any other provisions or portions thereof, but the terms and conditions herein shall be construed as if such invalid or unenforceable provision or portion thereof had never been contained herein.