Terms and Privacy Policy

ALLTECPRO, LLC  Standard Terms, Conditions, Policies and Procedures

This document contains AlltecPro, LLC’s (“ALLTECPRO”) Standard Terms, Conditions, Policies and Procedures (the “Terms”), which apply to all ALLTECPRO products.

ALLTECPRO considers open credit accounts for businesses that make proper application and agree to these Terms. If an open credit account is offered and the business accepts it by transacting purchases under that account, then the business, its owner(s) and its principal stockholders, their successors and assigns (collectively hereinafter referred to as “Customer”) together and severally accept and acknowledge responsibility for all debts incurred by Customer.

These Terms may be occasionally modified by ALLTECPRO. Unless a Customer provides prompt, written notice on receipt of order acknowledgement objecting to these Terms (including inconsistencies between the Customer’s purchase order and ALLTECPRO’s Terms), the Customer agrees that these Terms shall become part of the purchase contract between the Customer and ALLTECPRO. ALLTECPRO’s acknowledgment shall operate as its acceptance of the Customer’s purchase order, but such acceptance is made expressly conditional on acceptance by the Customer to these Terms.

The Customer and ALLTECPRO agree that ALLTECPRO’s acknowledgment, including these Terms, shall constitute the complete and final agreement between the Customer and ALLTECPRO for such order, and the products received should only be delivered accordingly (except as may otherwise be agreed in a signed written request between the Customer and ALLTECPRO).  These Terms prevail over any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.

Customers should contact their ALLTECPRO Sales Representative with any questions regarding these Terms.

1. Order Placement & Shipping Policies

All purchases are due per the terms of sale for your account from the Date of Shipment from ALLTECPRO. Date of Shipment is defined as the day the product is shipped to or picked up by Customer or its representative or in the event of project orders from the original required date specified by Customer. Title to, and risk of loss of, products shall pass to Customer when such products are handed over to the Customer or the carrier at the shipping point. As collateral security for the payment of the purchase price of the Products, Customer hereby grants to ALLTECPRO a lien on and security interest in and to all of the right, title, and interest of Customer in, to, and under the products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.

The price to be paid by Customer shall be that contained on the invoice. Time is not of the essence for performance of any of ALLTECPRO’s obligations hereunder. ALLTECPRO does not guarantee delivery or availability dates, but will use commercially reasonable efforts to meet any requested delivery or availability date .

1. Specially Manufactured Products or Services (Custom)

This section applies to specially produced products or services only. In the event ALLTECPRO accepts an order for specially produced products or services, it is understood that such goods are to be specially manufactured by ALLTECPRO and are not of the kind normally sold by ALLTECPRO. For this reason, ALLTECPRO shall have the right to recover the full price stated in on the invoice with respect to such goods if Customer wrongfully rejects or revokes acceptance of the products or services, fails to make a payment due on or before delivery, repudiates or in any way breaches these Terms. If the goods are unfinished at the time of repudiation or breach, ALLTECPRO shall have the right to complete the products or services if this is commercially reasonable. Upon recovery by ALLTECPRO of the price, Customer shall automatically become owner of such products or services.

III.       Pricing, Taxes and Payment

Prices: Prices are subject to change without notice to reflect ALLTECPRO’s prices, and applicable freight or transportation rates, as of the date of shipment. Unless otherwise specified by ALLTECPRO, all prices are in U.S. dollars.

Taxes: Prices specified do not include sales, excise or other taxes payable on account of the transaction(s) between ALLTECPRO and the Customer. All taxes are in addition to stated prices and are paid by the Customer.

For Open accounts, Customer shall have 30 days from the shipment or pick up date of the goods in which to make payment of the price. COD accounts require payment in full at time of pick-up or delivery. Customer shall have the right, upon notice to ALLTECPRO, to revise the stated credit terms or to withhold deliveries, if ALLTECPRO in its sole discretion deems such action necessary or advisable to protect its interests

Customer agrees to pay a service charge of 1½% per month on all purchases past due. Customer also agrees to pay a charge of $35 each time any check is dishonored in addition to any other charges or penalties imposed by law.

1. Limitation of Liability

In no event will ALLTECPRO or its employees, officers and directors be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including lost profits, or opportunity costs), regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not ALLTECPRO has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

Upon Customer’s breach of these Terms, Customer shall be liable to ALLTECPRO for any damages incurred, including ALLTECPRO’s reasonable attorney’s fees and any costs of collection whether by suit or otherwise. Customer also agrees to pay ALLTECPRO’s legal and other expenses arising out of any other dispute relating to these Terms in which ALLTECPRO is the substantially prevailing party.

ALLTECPRO, its employees, officers and directors will not be liable to the Customer for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the products for an aggregate amount in excess of the cost actually paid for the products giving rise to the liability.

Except as otherwise expressly provided herein, these Terms will not be enforceable by or create any right or cause of action for or on behalf of any person or entity other than the Customer and ALLTECPRO and ALLTECPRO’s successors and assignees.

The remedies provided in these Terms for breach thereof by Customer or ALLTECPRO shall constitute the exclusive remedies available to the aggrieved party and all other remedies which might otherwise be available under the law of any jurisdiction are hereby waived by both Customer and ALLTECPRO.  Except as otherwise stated herein, these Terms shall be governed by the Uniform Commercial Code, as adopted in the State of New Jersey as effective and in force as of the date hereof. In the event that Customer breaches these Terms, Customer’s sole right to damages will be to recover the difference between the agreed price and the market price. Customer shall have no right to cover under Section 2-712 of the Uniform Commercial Code and no right to incidental or consequential damages.  Customer’s remedies shall be limited to the amounts paid by Customer for any goods under these Terms. If Customer refuses to accept any goods ordered or otherwise breaches these Terms in any manner, Customer shall be liable for liquidated damages in the amount of 15% of the price of the goods. ALLTECPRO, in its sole discretion, reserves the right to recover its actual damages in lieu of liquidated damages.

1. Insurance

Customer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000 with financially sound and reputable insurers. Upon ALLTECPRO’s request, Customer shall provide ALLTECPRO with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name ALLTECPRO as an additional insured. Customer shall provide ALLTECPRO with 30 days’ advance written notice in the event of a cancellation or material change in Customer’s insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against ALLTECPRO’s insurers and ALLTECPRO.

1. Miscellaneous

Quotations: All written quotations automatically expire unless accepted within thirty (30) days from the date quoted (unless otherwise noted). Verbal quotations expire the same day they are made. All quotations are subject to approval by an authorized ALLTECPRO representative.

Remedies: In case the Customer fails to make payments in accordance with these Terms, ALLTECPRO, in addition to its other rights and remedies, may, at its option, defer further shipments until such payments are made or may terminate the order. The Customer shall not have any cause of action or be entitled to any offset, counterclaim or recoupment against ALLTECPRO by reason of any such action. The Customer agrees to pay any legal fees which may be necessary to effect collection.

Marketing: Customer shall provide notice to each third-party buyer of, and obtain each third-party buyer’s written consent for, Customer’s provision to ALLTECPRO of each such third-party buyer’s contact information, which shall be limited to first and last names, email, phone number(s), and address (collectively, “Third-Party Data”). Customer further agrees that it will comply with all applicable data privacy and security laws and regulations applicable to its collection and transfer of Third-Party Data to ALLTECPRO. ALLTECPRO acknowledges that any such disclosure of Third-Party Data by Customer to ALLTECPRO shall be used by ALLTECPRO for the sole purpose of marketing ALLTECPRO’s products and services to such third-party buyers. ALLTECPRO further acknowledges and agrees to the following restrictions: (a) ALLTECPRO is prohibited from selling or renting Third-Party Data to third parties; and (b) ALLTECPRO shall not retain, use or disclose Third-Party Data for any purpose other than the specific purpose identified in this document, which for clarity shall include direct marketing to third-party buyers by ALLTECPRO. ALLTECPRO further warrants and represents that it shall comply with all applicable data privacy and security laws and regulations.

Force Majeure: In the event ALLTECPRO’s performance hereunder is limited or prevented in whole or in part by acts of God, fire, war, civil disorders, strikes, explosions, embargoes, accidents, epidemics, floods, storms, shortages or failure of any source of supply or transportation upon which ALLTECPRO is dependent, or by any rule, regulation, order or other action taken by any governmental authority or causes not reasonably within ALLTECPRO’s control whether or not specifically provided herein, ALLTECPRO shall be excused, discharged and released of performance to the extent such performance is limited or prevented without liability for damages of any kind. Nothing herein contained shall be construed as requiring ALLTECPRO to accede to any demands of labor or labor unions, suppliers or other parties which ALLTECPRO considers unreasonable. If by reason of any of the aforesaid circumstances ALLTECPRO’s supply of any of the goods shall be insufficient to meet all of ALLTECPRO’s requirements hereunder, ALLTECPRO’s orders with its Customers and for ALLTECPRO’s own uses, ALLTECPRO shall have the right at ALLTECPRO’s option and without liability hereunder to apportion ALLTECPRO’s available supply of products among any and all of ALLTECPRO’s Customers, including ALLTECPRO’s affiliates and itself, in such manner as ALLTECPRO in ALLTECPRO’s sole discretion considers equitable.

Assignment: No assignment of any right or interest or delegation of any obligation or performance of the Customer hereunder may be made without the prior written consent of ALLTECPRO. Any attempted assignment or delegation will be wholly void and totally ineffective for all purposes.

Governing Law: Any order for products and these Terms shall be governed by, and interpreted in accordance with, the laws of the State of New Jersey, U.S.A. notwithstanding any conflicts of laws principles thereof. The parties agree that the courts of the state of New Jersey and/or the United States District Court for the county of Morris shall have exclusive jurisdiction over any litigation arising between the parties, and the parties hereto hereby agree to submit themselves to the exclusive personal jurisdiction of said courts.

Waiver: Any waiver by ALLTECPRO of any breach or default by the Customer of any of the Customer’s obligations hereunder, and any failure by ALLTECPRO to enforce any rights arising hereunder, will not be construed as a waiver of any other breach or default by the Customer or of ALLTECPRO’s right to enforce its rights arising hereunder in any other circumstances.

ALLTECPRO reserves the right to make pricing, design and/or specification changes without notice.