Terms and Conditions of Sale and Use Agreement

  1. Incorporation by Reference. The following “Terms and Conditions” are attached to, expressly incorporated in and made part of each and every “Agreement” (as that term is defined below) by reference herein.
  2. Definitions. “Company” shall mean Discount Magnet LLC. “Purchaser” shall mean the purchaser, buyer, distributor, broker or customer identified in the applicable agreement on which these Terms and Conditions are written, to which they are attached or into which they are incorporated by reference, irrespective of whether such document is a proposal, quote, invoice, confirmation, statement, bill of sale, packing slip or other similar document (hereinafter, all references to such agreements and to these Terms and Conditions, collectively, shall mean the “Agreement“). “Goods” shall mean all goods, materials, equipment, supplies, packaging and/or services that are sold, distributed, supplied, transferred, delivered and/or provided by Company to or for the benefit of Purchaser as described on the face of this Agreement or otherwise. Purchaser and Company shall also include any and all respective owners, officers, directors, employees, agents, affiliates, subdivisions, representatives, successors and/or assigns of Purchaser or Company.
  3. Terms and Conditions Exclusive. THIS DOCUMENT CONSTITUTES THE COMPLETE AND FINAL AGREEMENT BETWEEN COMPANY AND PURCHASER WITH RESPECT TO THE GOODS. THIS AGREEMENT SHALL NOT BE AMENDED, MODIFIED OR SUPERSEDED, WHETHER BY COURSE OF DEALING OR USAGE OF TRADE, PRACTICE OR OTHERWISE, EXCEPT BY A WRITING THAT IS SIGNED BY AN AUTHORIZED OFFICER OF COMPANY, REGARDLESS OF ANY OTHER TERMS AND/OR CONDITIONS THAT MAY APPEAR ON PURCHASER’S DOCUMENTS. ALL SUCH PURCHASER DOCUMENTS ARE HEREBY EXPRESSLY OBJECTED TO AND REJECTED BY COMPANY WITHOUT FURTHER NOTICE TO PURCHASER. THIS DOCUMENT IS EXPRESSLY CONDITIONED UPON PURCHASER’S AGREEMENT TO ALL THE TERMS AND CONDITIONS CONTAINED HEREIN. PURCHASER’S ACCEPTANCE OF ANY PERFORMANCE BY COMPANY SHALL BE DEEMED AS PURCHASER’S ACCEPTANCE OF ALL THE TERMS AND CONDITIONS PROVIDED BY THIS AGREEMENT.
  4. Use of Website. Purchaser represents and warrants that you are at least 18 years old or visiting the Site under the supervision of a parent or guardian. Subject to the terms and conditions of this agreement, we hereby grant you a limited, revocable, non-transferable and non-exclusive license to access and use the Site by displaying it on your internet browser only for the purpose of shopping for items sold on the Site for personal or commercial use. Any breach of this agreement shall result in the immediate revocation of the license granted in this paragraph without notice to you.Except as permitted in the paragraph above, purchaser may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile or otherwise exploit this Site or any portion of it unless expressly permitted by us in writing. Purchaser may not make any commercial use of any of the information provided on the Site or make any use of the Site for the benefit of another business unless explicitly permitted by us in advance. Company reserves the right to refuse service, terminate accounts, and/or cancel orders at its discretion, including, without limitation, if we believe that Purchaser conduct violates applicable law or is harmful to our interests.Purchaser shall not upload to, distribute, or otherwise publish through this Site any Content, information, or other material that (a) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (c) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties.Company may assign you a password and account identification to enable you to access and use certain portions of this Site. Each time Purchaser uses a password or identification, the Purchaser will be deemed to be authorized to access and use the Site in a manner consistent with the terms and conditions of this agreement, and we have no obligation to investigate the authorization or source of any such access or use of the Site. PURCHASER WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE BY ANYONE USING THE PASSWORD AND IDENTIFICATION ORIGINALLY ASSIGNED TO PURCHASER WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE IS ACTUALLY AUTHORIZED BY PURCHASER, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.Purchaser is solely responsible for protecting the security and confidentiality of the password and identification assigned to Purchaser. Purchaser shall immediately notify company of any unauthorized use of Purchaser’s password or identification or any other breach or threatened breach of this Site’s security.When Purchaser uses the Site, or sends e-mails to us, The Purchaser is communicating with the company electronically. Purchaser consents to receive communications from company electronically. Company will communicate with Purchaser by e-mail or by posting notices on the Site or through our other services. Purchaser agrees that all agreements, notices, disclosures and other communication that Company provides to Purchaser electronically will satisfy any legal requirements that such communications be in writing.
  5. Price. Unless otherwise agreed in writing by Company and Purchaser, the prices for the Goods shall be those as set forth in Company’s pricing policies that are in effect at the time of tender of delivery of such Goods to Purchaser. In the event Purchaser desires to change its order in advance of shipment by Company (and if and when expressly permitted to do so in writing by Company), Company may therefore also elect to adjust such prices accordingly and at its sole discretion. Purchaser acknowledges that such prices do not include applicable fees, taxes, excises, duties, transportation or other costs or expenses that Company may be required to collect and/or remit and, therefore, shall remain the exclusive liability of Purchaser. In addition, any and all permits, licenses, authorizations and/or other requirements that are necessary for Purchaser to accept and take delivery of the Goods shall be obtained in advance by Purchaser at its sole cost and expense.
  6. Payment.Unless otherwise agreed in writing by Company and Purchaser, payment terms for the Goods are prepayment with credit card, check or PayPal. These payment terms are subject to change in the exercise of Company’s sole discretion and without notice to Purchaser.
  7. Delivery and Freight. Unless otherwise agreed in writing by Company and Purchaser, the Goods shall be delivered to Purchaser F.O.B. Company’s warehouse. Any delivery date is approximate and is intended as an estimate only. Actual delivery date may vary. Title to the Goods shall immediately pass to Purchaser upon Company’s tender of delivery of the Goods. If the Goods are held by Company shall remain at Purchaser’s sole risk and expense and Company may charge Purchaser for (but is not obligated to carry) insurance, storage, shelving and all other costs or expenses associated therewith. Purchaser shall accept and pay for partial delivery of the Goods, or any portion thereof, at Company’s prices and in accordance with this Agreement. When Purchaser has declared or manifested an intention not to accept delivery of the Goods in accordance with this Agreement, no tender on the part of Company shall be necessary; however, Company may, at its sole option, give notice to Purchaser that Company is ready and willing to deliver and such notice shall constitute a valid tender of delivery.
  8. Force Majeure. Company shall not be liable for any failure to perform by reason of strikes, riots, insurrections, fires, floods, unavoidable accidents, wars, terrorism, delay in transportation, acts of God or any other causes beyond its reasonable control. In connection with the foregoing, Purchaser acknowledges that delivery of the Goods is contingent upon Company’s ability to obtain supplies, raw materials, production capacity and other goods and/or services through its regular and usual sources and, thus, if for any reason beyond Company’s reasonable control, Company is not able to meet anticipated delivery date(s) or any other performance, Purchaser acknowledges that Company shall not be liable therefore and Company may postpone the delivery date(s) under this Agreement for such period of time which is reasonable in the judgment of Company under the circumstances.
  9. Disclaimer of All Warranties and/or Guarantees. By placing an order or accepting delivery, Purchaser hereby acknowledges that the Goods are sold on an “AS IS” and “WITH ALL FAULTS” basis only. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR PURPOSES, OR WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IS MADE REGARDING PERFORMANCE, SAFETY, SUITABILITY, STABILITY, USE, COMPLIANCE WITH ANY LAW OR REGULATION OR OTHERWISE AS TO SUCH GOODS. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, LOSS OF PROFITS OR SALES, LOSS OF REVENUES, LOSS OF OPPORTUNITIES OR ANY OTHER FORM OR TYPE OF DAMAGES WHATSOEVER, WHETHER TO PROPERTY OR BODILY INJURY OR LIFE OR OTHERWISE, ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE ORDER, SALE, PURCHASE, TRANSFER, DELIVERY, USE OR MISUSE OF THE GOODS (EVEN IF COMPANY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE). This Agreement is not intended to be all-inclusive as to the manner and conditions of use, handling, storage, disposal, application, combination, reactive properties and/or any other factors that may involve other or additional legal, physical, environmental, chemical, safety, performance or other conditions, and Company expressly disavows and assumes no liability whatsoever for the use of or reliance upon this information. By ordering or taking delivery of the Product, Purchaser understands and agrees that all safe handling and appropriate use of the Product remains the sole and exclusive responsibility of Purchaser. NO WAIVER, ALTERATION, ADDITION OR MODIFICATION OF THE FOREGOING SHALL BE VALID OR ENFORCEABLE UNLESS MADE IN A WRITING, OTHER THAN THIS DOCUMENT, THAT IS FULLY SIGNED BY AN AUTHORIZED OFFICER OF COMPANY AND DATED AFTER THE DATE OF THIS DOCUMENT.
  10. Inspections and Limited Remedy. Each delivery of the Goods will be promptly inspected by Purchaser for any damage or defect. PURCHASER WILL NOTIFY COMPANY OF ALL CLAIMED DAMAGE OR DEFECT WITHIN THIRTY (30) DAYS FROM THE DATE OF DELIVERY OF THE GOODS. If Purchaser fails to promptly inspect or notify Company as provided herein, Purchaser shall be deemed to have fully accepted the Goods and to have waived any claim for damage, defect or refund. If Purchaser promptly inspects the Goods upon delivery and notifies Company as to Purchaser’s claim within the period as provided herein that the Goods are subject to damage or defect, Company shall review Purchaser’s claim and, if Company determines such claim to be valid, Purchaser and Company shall mutually agree as to the method and timing of curing such damage or defect. Any limited remedy of Purchaser against Company as provided herein shall be barred unless adequate notice is given in accordance with this Section 9. PURCHASER’S SOLE AND EXCLUSIVE REMEDY AGAINST COMPANY, REGARDLESS OF THE NATURE OF ANY ASSOCIATED CLAIM OR THEORY OF RECOVERY OR OTHERWISE, SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF THE GOODS OR CREDIT FOR THE PURCHASE PRICE OF THE GOODS, AT THE EXCLUSIVE OPTION OF COMPANY, AS LONG AS PURCHASER COMPLIES WITH THE REQUIREMENTS OF THIS SECTION 9. Purchaser agrees to contact Company before installing defective product.
  11. Installation and Product Use. Purchaser uses all products at their own risk. Company is not responsible for any product installation or damage caused by product. Company has made Purchaser aware that permanent adhesives are used on all adhesive products and can potentially cause damage to installation surfaces. Purchaser is responsible for all installation errors and issues. Once products are installed, the return policy is void and products cannot be returned. If defective products have been installed, Purchaser agrees to send Company a sample for lab testing to determine if the material is defective or the issues are caused by handling errors. Magnets will not stick to magnetic receptive material until the adhesive is firmly installed on a flat indoor surface.
  12. Shipping. Company ships orders using UPS and the United States Postal Service (USPS) delivery services. Orders will generally ship the next business day for both standard and expedited deliveries. Expedited shipping services are not guaranteed for orders 48” wide rolls or orders that weigh over 70 pounds. If orders are returned as undeliverable, Company will process a refund for the order total minus the original shipping fees and return shipping fees. Ship dates are approximate and are not to be considered a guarantee of product availability on a specific date. Company strives to deliver as quickly as possible. Some items are custom or special order and therefore require specific lead times. Company’s ship dates are estimates only and Company is not liable for delays in delivery. A delayed delivery of any part of an order does not entitle Purchaser to cancel order.
  13. Returns. Company makes every effort to ensure you are happy with your order. If you would like to return the order, you must email Company about the process before you return the products. Company accepts returns on products that have not been cut, used, decorated or damaged within 30 days of delivery. Return shipments must be delivered in the original packaging and additional packing materials may be required due to the products settling. The customer must pay return shipping fees for return orders or a prepaid shipping label will be supplied and deducted from the refund. Once the company receives the return, the package/product will be examined and a refund will be processed for the purchase price of the products only (original shipping charges will not be refunded). Company cannot accept any return for goods returned more than 30 after original delivery date, incomplete quantities, cut items or not in original condition.If an order is refused on delivery, the return shipping charges and original shipping charges will be deducted from refund amount. Orders returned for insufficient address will be refunded minus applicable shipping fees for original shipment and any applicable return shipping fees (i.e. UPS return fees). Special orders and cut to order sizes are not returnable or refundable. Orders over $1000 are considered special orders and are not returnable. All returns are subject to a restocking fee up to 50%.  Item(s) claimed to be defective will be thoroughly tested to determine if the item(s) are defective and documentation will be available to the customer if item(s) is not considered defective. All shipping fees will be deducted from the return for items that are not defective and a restocking fee up to 50% for items are damaged. Items that have been cut by the customer are not eligible for refunds.
  14. Special Orders. Special custom orders are not returnable or refundable. Purchaser agrees that special orders are offered only at final sale option. Special orders are defined as non-standard sizes, lengths or thicknesses currently not offered in the standard product line at the time of ordering. Manufacturer minimums will apply to all special orders and Company reserves the right to change the minimums at any time. Additional handling time will be necessary to accommodate special orders. Special orders cannot be cancelled once confirmed and put into production. If a special order can be cancelled before production, a 20% cancellation fee will apply to the order. Purchaser agrees that products offered by the foot will are considered final sale items and cannot be returned. All custom sizes and special orders are offered at final sale and refunds will not be issued for special order products. Special orders must be prepaid with check or wire transfer before production.
  15. Intellectual Property Infringement Indemnification. Purchaser shall fully and unconditionally defend, indemnify and hold Company as well as its owners, officers, directors, employees, agents, affiliates, representatives, successors and assigns harmless from and against any and all claims (whether actual or contingent or otherwise), demands, actions, liabilities, damages, and/or costs and expenses (including, but not limited to, attorneys’ fees) (collectively a “Claim”) arising out of or in connection with any alleged infringement of any United States or other foreign jurisdiction patent, trademark, copyright, trade secret or other intellectual property right (collectively “Intellectual Property”) associated with the sale, distribution or delivery of the Goods by Company to Purchaser or the use of the Goods by Purchaser as long as: (a) Company gives Purchaser reasonable notice of such Claim as well as an opportunity to defend and/or settle such Claim as Purchaser may see fit (with the advice and consent of Company); and (b) in connection with such Claim, Company provides Purchaser with Company’s reasonable assistance in connection with such defense and/or settlement. Company reserves the right to cancel Purchaser’s order for the Goods, without any liability whatsoever, if or when Company determines, in the exercise of its sole discretion, that the manufacture, sale, distribution or use of the Goods would infringe any such Intellectual Property.
  16. General Indemnity. If any of Purchaser’s owners, officers, directors, employees, agents, affiliates, representatives, successors, and/or assigns are on, in or about Company’s premises or other property under Company’s control, or are working with or using property owned by or under the control of Company, Purchaser is and shall remain fully and unconditionally responsible for all acts and/or omissions and agrees to indemnify and hold Company and its owners, officers, directors, employees, agents, affiliates, representatives, successors, and/or assigns full and unconditionally harmless from and against any and all liability of any nature for any Claims with respect to property, bodily injury or death to persons arising out of Company’s acts or omissions including, without limitation: (a) any Claims arising from Company’s alleged failure to comply with applicable statutes, regulations and laws governing security, maintenance and safety; (b) any Claims against Company by or on behalf of any of them for injury or otherwise; and/or (c) any Claims against Company resulting from Purchaser’s failure to maintain workers’ compensation or other public or private insurance with respect to any of them. The foregoing indemnity will also extend to, without limitation, Claims asserted under the workers’ compensation laws of the State of Ohio or any other jurisdiction and any consequential increased premium or contribution costs of or for securing workers’ compensation insurance, whether public or private, and/or any consequential costs of or for the direct payment of any such workers’ compensation benefits. Purchaser hereby expressly waives any statutory and/or constitutional immunity to which, but for this waiver, it might be entitled as an employer in compliance with the State of Ohio workers’ compensation laws, or under any other employee benefit statute or similar laws of any jurisdiction, and hereby expressly waives any statutory right of subrogation set forth in Ohio Revised Code section 4123.931 or successor provision.
  17. Information.Purchaser acknowledges that it has received and is familiar with Company’s and any other manufacturer’s manuals, warnings, guidance, labeling, product data, literature, instructions and other information related to or concerning the Goods and shall adequately and periodically instruct its employees, agents, assigns, customers and others who may come into contact with the Goods as to the safe and appropriate use, handling, storage and transportation of the Goods.
  18. Permissible Variations. Company reserves the right, without notice to Purchaser, to make modifications, additions, alterations or other changes in or to the composition of the Goods which, in Company’s opinion, do not have appreciable impact to the general characteristics or properties of the Goods or are within applicable industry standards.
  19. Cancellation.Company may unilaterally elect to cancel, rescind or terminate all or any part of the order evidenced by this Agreement immediately if: (a) Purchaser is or becomes materially delinquent on any of its obligations hereunder or under any other order or transaction with Company; (b) Purchaser is or becomes insolvent, whether voluntarily or involuntarily; (c) a receiver under Title 11 U.S.C., as amended or related insolvency law of any other foreign jurisdiction (collectively, the “Bankruptcy Code”) is appointed for or on behalf of Purchaser, or a case under any chapter of the Bankruptcy Code is commenced for, by or against Purchaser; (d) Purchaser suspends or terminates business or makes an assignment for the benefit of creditors; (e) any guarantor of the obligations of Purchaser dies, becomes insolvent or if any case under any chapter of the Bankruptcy Code is commenced for, by or against such guarantor; or (f) any event occurs, whether or not similar to the foregoing, by which in Company’s good faith belief may materially impair the prospect of payment or performance by Purchaser. Company’s right to cancel, rescind or terminate hereunder may be exercised by Company in its sole discretion and without liability.
  20. Express Disclaimer of Other Representations. This Agreement is fully incorporated and its terms and conditions shall exclusively govern as between Company and Purchaser in regard to the order, manufacture, sale and/or delivery of the Goods for or on behalf of Purchaser, whether procured directly by Company or indirectly through an authorized sales representative or agent of Company. No employee, agent, assign or other representative of Company has any authority to bind Company or to make any additional or contrary terms or conditions related to this Agreement. Unless a term or condition is expressly set forth in this Agreement or is contained in a writing, other than this Document, which is signed by an authorized officer of Company, it shall not be enforceable by Purchaser or any person or entity claiming by or through Purchaser.
  21. Confidentiality.Purchaser shall protect the confidentiality of this Document and shall not disclose or otherwise disseminate, directly or indirectly, by any means or method, this Document or any of its terms and/or conditions or any other information related to Company or Company’s business (collectively, the “Confidential Information”) that is provided to or received by Purchaser or any of its owners, officers, directors, employees, agents, affiliates, representatives, successors, and/or assigns; unless such disclosure: (a) is otherwise required to be provided to Purchaser’s employees but only on a limited “need to know” basis in order to give effect to the intent and purposes of this Document, (b) is required by law or order of a court of competent jurisdiction, after Company has been provided with reasonable notice and opportunity to contest such law, jurisdiction or court order, or (c) comes after the Confidential Information is or becomes part of the public domain through no act or omission of Purchaser. The terms and conditions of this Section 16 shall survive the order, sale, delivery and/or use of the Goods or the termination, expiration or fulfillment of the terms or conditions associated with this Document.
  22. Safety.Purchaser warrants that, in connection with the order, sale, delivery and use of the Goods, Purchaser shall comply with all Good Manufacturing Practices, manufacturer’s information and warnings, associated protocols as well as all OSHA and other safety-related statutes, regulations, laws, standards and requirements that are in any way applicable to the Goods as well as Purchaser’s business operations.
  23. Miscellaneous.Purchaser’s orders once entered on Company’s books cannot be amended, modified or canceled except with Company’s written consent and upon terms and conditions that shall fully indemnify Company as set forth in this Document. If any of the provisions of this Document are deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby and such remaining provisions are and shall be fully enforceable as between the parties hereto. This Document and the contractual relationship between Company and Purchaser shall be exclusively governed by and construed under the laws of the State of Ohio (without regard to Ohio conflicts of law principles), and no right or interest in the contract arising from this Document may be assigned by Purchaser and no delegation of any obligation or right of Purchaser may be made without the prior written consent of Company, at Company’s sole discretion. All rights and/or remedies of Company herein shall be cumulative and additional to any other or further rights and/or remedies as provided in law or equity. In the event of any waiver by Company as to Purchaser’s performance hereunder, Company’s inaction with respect to Purchaser’s breach of any provision of this Document, or failure of Company to enforce any provision of this Document shall not be deemed as a waiver of any other current or future compliance therewith or a course of performance modifying such provision, and such provision shall remain in full force and effect as between the parties.

BY PLACING AN ORDER OR ACCEPTING DELIVERY, THE PURCHASER AGREES TO ALL STANDARD TERMS & CONDITIONS.