- Electronic Data Interchange
If TestEquity and customer mutually agree to use an Electronic Data Interchange ("EDI") system to
facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any
contract of sale resulting from an EDI transaction under the provisions of any law relating to
whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the
admissibility of copies of EDI records under the business records exception to the hearsay rule,
the best evidence rule or any other similar rule, on the basis that such records were not
originated or maintained in documentary form. TestEquity and customer will negotiate and agree
on technical standards and methods to use in making EDI purchases, and will use reasonable
security procedures to protect EDI records from improper access. In the event of a conflict, the
business records maintained by TestEquity regarding EDI purchases made by customer shall be
deemed to be conclusive.
- Third Party Payment Provider
If customer elects to use a third party payment system provider ("Third Party Provider") and
TestEquity is charged fees by the Third Party Provider, TestEquity reserves the right to seek
reimbursement from customer for any and all costs paid to the Third Party Provider for the
transfer of funds, retrieval of payment detail, or any other purpose from the Third Party
- Intellectual Property
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress,
copyrights, patents, domain names, product names, catalogs or any other intellectual property
rights reserved by TestEquity, or any trademarks or service marks owned by suppliers to
TestEquity. All materials contained on the
www.jensentools.com website are subject to the
ownership rights of TestEquity and its suppliers. Customer shall have no right to copy or use
any of the intellectual property of TestEquity or its suppliers without TestEquity's
- Independent Contractors
TestEquity and customer are independent contractors and not principal and agent. Nothing
contained in these terms and conditions shall be construed to create a partnership, dealership,
reseller, agency, employment or joint venture relationship. Customer does not have the right to
bind or otherwise obligate TestEquity in any manner, nor may customer represent to anyone that
it has the right to do so.
- Sourced Product
TestEquity may procure product not available through the TestEquity catalog or available on
www.jensentools.com for a customer from other sources
("Sourced Product(s)"). Sourced Product is priced according to current market conditions on a
per order basis, and is shipped F.O.B. origin with freight and handling fee paid by TestEquity
and charged to customer. Sourced Product may not be returned without a return goods
authorization issued by TestEquity. TestEquity, at its sole discretion, may withhold the
issuance of such authorization. A restocking fee may apply for any returned Sourced Product.
TESTEQUITY'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO
SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE
CUSTOMER'S SOLE REMEDY.
- Custom Product
TestEquity may offer products manufactured or assembled to customers specifications ("Custom
Product(s)"). TestEquity is not responsible for verifying or confirming the accuracy of
specifications provided by customer to TestEquity for Custom Products. TESTEQUITY'S LIMITED
WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE
PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER'S SOLE REMEDY,
AND ALL OTHER WARRANTIES ARE DISCLAIMED UNDER SECTION I.C. ABOVE. All Custom
Products are sold on a "FINAL SALE" basis only, and no cancellations, returns, refunds or
credits are allowed.
All product order cancellations, if not prohibited above, must be approved by TestEquity, and may
be denied or subject to restocking fees and other charges.
- Product Return
Product returns, if not prohibited above, must be made within thirty (30) days from date of
purchase, unless otherwise indicated. Customer must call TestEquity for return instructions.
Returned product must be shipping prepaid, in original packaging, unused, undamaged, and in
saleable condition. Proof of purchase is required in all cases. Product returns may be denied or
made subject to restocking fees and other charges by TestEquity.
- Materials of Trade
Customer represents that if it is purchasing products as its "materials of trade," as defined in
the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the
products shall be used in direct support of its business, such business does not concern
transportation, and such products shall not be resold or transported in a vehicle other than one
owned by itself.
- Force Majeure
TestEquity shall not be liable for any delay in, or impairment of, performance resulting in whole
or in part from any force majeure event, including but not limited to acts of God, labor
disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees
or controls, insurrections, epidemics, quarantines, shortages, communication or power failures,
fires, accidents, explosions, inability to procure or ship product or obtain permits and
licenses, inability to procure supplies or raw materials, severe weather conditions,
catastrophic events, or any other circumstance or cause beyond the reasonable control of
TestEquity in the conduct of its business.
Customer shall not assign any order, or any interest therein, without the prior written consent
of TestEquity. Any actual or attempted assignment without TestEquity's prior written consent
shall entitle TestEquity to cancel such order upon notice to customer.
- No Third Party Benefit
The provisions stated herein are for the sole benefit of the parties hereto, and confer no
rights, benefits or claims upon any person or entity not a party hereto.
- Waiver, Choice of Law and Venue
The failure of either party to assert a right hereunder or to insist upon compliance with any
term or condition will not constitute a waiver of that right or excuse any subsequent
non-performance of any such term or condition by the other party. All transactions shall be
governed by the laws of the Commonwealth of Pennsylvania, excluding its conflict of law rules,
and venue shall either be in the state or federal courts in Montgomery County, Commonwealth of
If any portion of these terms and conditions is found to be invalid or unenforceable by a court
of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms
and conditions, and the remaining terms and conditions shall be valid and fully enforceable as
- Modification of Terms
TestEquity's acceptance of any order is subject to customer's assent to all of the terms and
conditions set forth herein. Customer's assent to these terms and conditions shall be presumed
from customer's receipt of TestEquity's acknowledgment, or from customer's acceptance of all or
any part of the products ordered. No additions or modifications of TestEquity's terms and
conditions by customer shall be binding upon TestEquity, unless agreed to in writing by an
authorized representative of TestEquity. If a purchase order or other correspondence submitted
by customer contains terms or conditions contrary or in addition to the terms and conditions
contained herein or in TestEquity's acknowledgment, TestEquity's fulfillment of any such
purchase order shall not be construed as assent to any of the terms and conditions proposed by
customer, and will not constitute a waiver by TestEquity of any of the terms and conditions
contained herein or in TestEquity's acknowledgment.
- Complete Agreement
The terms and conditions in: (i) TestEquity's forms; (ii) acknowledgments; (iii) quotations; (iv)
invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by
reference, and constitute the entire and exclusive agreement between customer and