THE INFORMATION CONTAINED HEREIN SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE TRANSACTION(S) CONTEMPLATED FOR HEREBY. THESE TERMS REQUIRE THE USE OF ARBITRATION (ON AN INDIVIDUAL BASIS ONLY; I.E., CASE CONSOLIDATIONS AND CLASS-ACTIONS ARE NOT PERMITTED) IN ORDER TO RESOLVE DISPUTES. PLEASE REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ENTERING INTO ANY TRANSACTION HEREUNDER IN ORDER TO CONFIRM YOUR ACCEPTANCE HEREOF. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE UNLESS AND UNTIL YOU: (A) AGREE TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY; (B) ARE AT LEAST 18 YEARS OLD; (C) HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION THAT YOU REPRESENT, IF ANY, TO THESE TERMS AND CONDITIONS; AND (D) ARE NOT PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS, OR SERVICES BY ANY APPLICABLE LAW, RULE, OR REGULATION.
Applicability of Terms and Conditions
These terms and conditions (these "Terms") shall apply to your purchase of products and related services through https://www.tapconet.com (the "Site"). These Terms are subject to change at any time without prior written notice by Traffic and Parking Control Co., Inc. (TAPCO”TAPCO”). The most recent version of these Terms shall be posted for your review at any time on the Site. Please review these Terms in their entirety prior to engaging in any transaction on the Site. Your continued use of the Site after any posting of updated Terms (which shall be dated as of their most recent update) shall constitute your acceptance of and agreement to any changes therein made.
Online Orders
When placing an order on TAPCO’s Site, you are effectively offering to purchase whatever products and services you select. TAPCO’s reserve the right to accept or reject any order at TAPCO’s discretion. TAPCO will only accept or reject an order in its entirety. Should TAPCO elect to accept your offer, you will receive a confirming email at the email address that you provide at such time. Notwithstanding, TAPCO reserves the right to cancel any order once accepted by us (as evidenced by a confirming email) at any time in TAPCO’s sole discretion. Additionally, you have the option of cancelling your order (in its entirety only) at any time prior to TAPCO having sent to you the confirming email referenced herein.
Payment Terms
All applicable prices are set forth alongside the goods and services offered on the Site. Such prices are subject to change at any time by us at TAPCO’s discretion. All invoices are due and payable thirty (30) days from date of invoice. On orders of $250,000 or larger, Buyer shall pay a 50% down payment. TAPCO may from time-to-time demand different terms of payment from those specified herein whenever it reasonably appears Buyer’s financial condition requires such changes and may demand assurance of Buyer’s ability to pay whenever it reasonably appears such ability is in doubt. Each shipment shall be considered a separate and independent transaction, and payment shall be made accordingly. Interest accrues on overdue invoices at the rate of 1.5% per month, but no more than the amount allowed by law, on the unpaid balance from the original due date of the invoice. A 3% fee is assessed on payments made via credit card at the end of payment terms. If a credit card is used at the time of order, no fee will be assessed.
Order Minimum Value Amount
TAPCO shall not be obligated to accept purchase orders that do not meet the minimum order value of $249, before shipping costs. Custom products are excluded from any minimum order thresholds. TAPCO reserves the right to refuse any orders that do not meet the minimum value amount.
Shipping Information
All sales are made F.O.B. point of shipment. TAPCO shall deliver all goods to a carrier for transportation to Buyer's place of business or another location specified by Buyer, but all costs of transportation shall be borne by Buyer and all risks of loss shall pass to Buyer when the goods are delivered to the carrier. Method and route of shipment are at TAPCO’s discretion, unless Buyer supplies explicit instructions. Risk of loss will pass to Buyer upon delivery to the F.O.B. point. TAPCO will not insure shipment. Shipments will normally be made by Parcel Post, United Parcel Service (UPS), Air Express or Air Freight. While TAPCO agrees to use reasonable efforts to meet the shipping and delivery dates provided online, TAPCO shall not be responsible for any delays in shipments. Buyer shall notify TAPCO of any special shipping requirement(s) at time of ordering and additional services are required (e.g., lift gate, remote delivery, etc.). TAPCO reserves the right to invoice Buyer for any special shipping requirement(s) and additional services of which TAPCO has not received notice from Buyer at time of ordering. Further, Buyer agrees to accept responsibility for any invoices for fees related to special shipping requirements and additional services for which Buyer did not provide TAPCO notice at time of ordering.
Delays; Interruption of Delivery or Service
Shipping and service dates are approximate and estimated. They are based upon prompt receipt from Buyer of all necessary information. TAPCO shall not be liable for any loss, damage, detention or delay resulting from causes beyond its reasonable control, including, without limitation: acts of God, loss of communications, acts of civil or military authority, priorities, fires, strikes, lockouts, slow-downs, shortages, factory or labor conditions, yield problems, and inability due to causes beyond TAPCO’s reasonable control to obtain necessary labor, materials or manufacturing facilities. TAPCO shall not be required to furnish services or deliver equipment while and such interruption shall continue and shall have the right to apportion its services and production among its Buyers in such a manner as it may consider to be equitable.
Nonconformities and Returns
All products provided by TAPCO hereunder are to be inspected by Buyer on receipt. If, upon receipt of any products by Buyer, the products shall appear not to conform to the Statement of Work, the Buyer shall notify TAPCO within seven (7) days after receipt of the products, stating the full particulars in support of its claim and afford TAPCO a reasonable opportunity to inspect the equipment. Buyer's failure to present written notice of nonconforming products within seven (7) days after receipt of the products, shall constitute a waiver of all claims with respect to any such nonconforming products. No equipment shall be returned without the TAPCO’s consent. Any returns accepted by TAPCO shall be subject to a reasonable restocking charge and TAPCO’s and/or manufacturer’s return merchandise authorization (“RMA”) process and terms.
Privacy Policy and Website Terms of Use
Please review TAPCO’s Privacy Policy and Website Terms of Use, which can be found at the following addresses respectively: https://www.tapconet.com/privacy-policy and https://www.tapconet.com/terms-of-use. The Privacy Policy governs TAPCO’s processing of all personal information that TAPCO may collect from any person through the use of TAPCO’s Site. The Website Terms of Use governs your use of TAPCO’s Site in general.
Representations & Warranties; Disclaimers; Limitations on Liability
(a) Buyer's Representations and Warranties. You represent and warrant to us as follows: (i) that you have the right to enter any transaction contemplated for hereby without violating these Terms, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (ii) that you will use the goods and services provided hereunder exactly as authorized and never in any way that would violate any applicable law or third party right of any kind; and (iii) that you are buying goods or services from the Site for solely your own use, and not for resale or export.
(b) TAPCO's Limited Warranty. All equipment supplied to the Buyer is warranted by the manufacturer’s written warranty only. TAPCO does not make any independent or supplemental warranty with respect to any equipment supplied to the Buyer and shall not be responsible for repair, labor, shipping and/or handling costs associated with any manufacturer’s warranty covering equipment supplied by it.
(c) Limitation on Warranties. SUBJECT TO APPLICABLE LAW AND THE TERMS HEREOF, TAPCO MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES PURCHASED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY: (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE (INCLUDING, IF APPLICABLE, FITNESS OR COMPLIANCE WITH THE PAYMENT CARD INDUSTRY DATA SECURITY STANDARD (PCI DSS) PROMULGATED BY THE PCI SECURITY STANDARDS COUNCIL); (III) WARRANTY OF TITLE; OR (IV) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE, OR OTHERWISE.
(d) Intellectual Property. Buyer holds TAPCO harmless from, and releases and agrees not to make claim or suit against the TAPCO because of, any suits, claims, losses or other liability made against or suffered by Buyer arising from any claim of, or infringement of, patent, copyright, trademark or other proprietary right, at common law, or claim of unfair trade or of unfair competition, resulting from, or occasioned by, Buyer’s use, possession, sale or delivery of the equipment or services covered by this order.
(e) Sole and Exclusive Remedies/Liability Cap. SUBJECT TO APPLICABLE LAW, THE REMEDIES SET FORTH ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES, AND TAPCO’S ENTIRE OBLIGATION AND LIABILITY, FOR ANY BREACH OF TAPCO’S LIMITED WARRANTY. SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL TAPCO'S OBLIGATION OR LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE YOU PAID ON THE SITE FOR ANY GOODS OR SERVICES. ADDITIONALLY, SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL TAPCO BE LIABLE FOR ANY LOSS OF USE, DATA, BUSINESS, GOODWILL, REPUTATION, OR REVENUE, AND/OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR OTHER DIRECT OR INDIRECT LOSSES OF ANY KIND.
Maintenance Contracts; Maintenance by Buyer; Release
(a) Term and Renewal. Maintenance contracts shall be for the term set forth on the maintenance contract and shall renew automatically for the same term unless terminated by either TAPCO or the Buyer within sixty (60) days prior to the expiration of the current term, with any changes to price and other terms as stated in writing by TAPCO.
(b) Maintenance of Equipment by Buyer; Release. The Buyer acknowledges that TAPCO is not in the position to maintain the general safety of the equipment on a daily basis and that the Buyer shall be responsible for daily maintenance and upkeep (routine or otherwise) and shall follow all safety precautions for the safe operation and use of the equipment. The Buyer shall notify TAPCO promptly of any problems with the scheduled and/or “per call” basis as set forth in its Maintenance Contract with the Buyer. Buyer agrees to indemnify, defend and hold TAPCO harmless from, and releases and agrees not to make claim or suit against TAPCO because of, any suits, claims, losses or other liability made against, or suffered by, Buyer arising from any injury to persons or property resulting from, or occasioned by, Buyer’s use, possession, sale, delivery, operation of the equipment or services covered by this order or any Maintenance Contract between TAPCO and the Buyer, for any reason, including, without limitation, the malfunctioning or non-functioning of any such equipment, non-performance or negligent performance or otherwise by TAPCO, or its noncompliance with the PCI DSS.
(c) Items Not Covered. Unless otherwise specified in its Maintenance Contract with the Buyer, services to be provided by TAPCO shall not include repair of damage or increase in service time caused by any of the following: (a) failure to continually provide a suitable operating environment in all facilities as prescribed by TAPCO and/or the equipment manufacturer, including, but not limited to, the failure to provide, or the failure of, adequate and regulated electrical power, air conditioning or humidity control; (b) use of the equipment for other than the ordinary use for which the equipment was designed or purpose for which it was intended; (c) use of unauthorized supplies or equipment; (d) accident or disaster, which shall include, without limitation, fire, flood, water, wind, lightning, power problems and Acts of God; (e) transportation, neglect or misuse, and alterations, including, without limitation, any deviation from TAPCO’s physical, mechanical or electrical design or attachment of equipment or devices not supplied by TAPCO. Unless otherwise specified in its Maintenance Contract with the Buyer, TAPCO shall not be obligated to maintain, repair, service, replace, operate or assure the operation of any device, system or property belonging to the Buyer or to any third party to which the systems or equipment installed or maintained by TAPCO are attached.
(d) Access. The Buyer shall provide TAPCO’s technicians with full and free access to any equipment covered under any Maintenance Agreement between TAPCO and the Buyer.
(e) Limitation of Liability Maintenance Contracts and Field Service. The Buyer acknowledges that, in order for TAPCO to perform certain services for the Buyer, TAPCO requires access to the Buyer’s computers, databases and other equipment and machinery. The Buyer shall be responsible for backing up any data or other systems which TAPCO may access. TAPCO SHALL NOT BE LIABLE TO THE BUYER FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE SERVICES PERFORMED BY TAPCO HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA OR SOFTWARE OR INABILITY OR DELAY OF TAPCO IN PERFORMING ANY SERVICES HEREUNDER. IN NO EVENT SHALL TAPCO BE LIABLE TO THE BUYER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THE EQUIPMENT OR SERVICES PROVIDED HEREUNDER, EVEN IF TAPCO WAS ADVISED OF THE POSSIBILITY THEREOF OR KNEW OR SHOULD HAVE KNOWN THEREOF. TAPCO’S LIABILITY HEREUNDER TO THE BUYER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO TAPCO BY THE BUYER.
Third Party Beneficiaries
These Terms are for your sole benefit and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
Force Majeure
TAPCO shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, floods, lockouts, fires, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, terrorism, and/or delivery, vendor, supplier, or other third party delays, non-performance, or failures of any kind.
Assignment
TAPCO may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion. You may not assign any of your rights or delegate any of your duties hereunder at any time without TAPCO’s prior written consent in each instance, and any attempt to do so shall be null and void.
Partial Invalidity
In the event that any part or portion of these Terms is deemed to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
Governing Law/Binding Arbitration
(a) Governing Law. These Terms shall be governed by the laws of the State of Wisconsin without regard to its conflict of laws principles.
(b) Binding Arbitration. Subject to subsection 1 below and all applicable laws, you are agreeing to give up: (i) your right to litigate any claims that may arise hereunder in court or before a jury; and (ii) your right to consolidate any claim and/or participate in any class-action claim that may arise hereunder in any manner or forum. Instead, any claim, dispute, or controversy of any kind or nature arising hereunder which cannot be amicably resolved by us shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of 1 arbitrator(s) sitting in the Milwaukee County, State of Wisconsin. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Wisconsin. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. Each Party shall bear all of its own costs actually incurred in connection with any such arbitration proceedings; provided, however, that the prevailing Party shall be entitled to recover its costs, including reasonable attorney’s fees from the non-prevailing Party. With respect to any arbitration hereunder, as stated above, you hereby expressly waive any right to consolidate any claim and/or participate in any class-action claim of any kind or nature. This Section 15 provides your sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms. If any provision of this clause is found unenforceable, such unenforceable provision will be removed and the remaining terms will be enforced.
No Waivers
TAPCO’s failure to enforce any of TAPCO’s rights hereunder will not constitute a waiver of TAPCO’s right to make such enforcement in the future, subject to applicable law.
Notices
TAPCO may provide notices hereunder to you by: (i) email; (ii) regular mail; or (iii) posting them on the Site. You shall be responsible for ensuring that you have provided us with your current email and mailing addresses. You can contact us at any time by any of the following means: (i) facsimile, at: (800) 444-0331; or (ii) personal delivery, overnight courier, or registered or certified mail to: Traffic and Parking Control Co., Inc., 5100 W Brown Deer Rd, Brown Deer, Wisconsin 53223.
Entire Agreement
These Terms, along with the confirmation email referenced in Section 2 above, any instructions that TAPCO provides you with relating to any product or service you obtain from us through the Site (including without limitation any license agreement), and TAPCO’s Site's "Terms of Use" and "Privacy Policy," shall, collectively, be deemed a final and integrated agreement between you and TAPCO with respect to the subject matter hereof.