Last Modified: October 12, 2021
The Terms of Use, our Privacy Policy, and Terms of Purchase constitute the sole and entire agreement between you and BMC Protect regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. If you have signed a formal written agreement between you and BMC Protect governing your purchases, that written agreement shall govern your purchases, including purchases from our secure website(s), except as otherwise provided for in any such agreement. In the absence of such an agreement or in the event such agreement is silent as to a particular term or condition, the terms and conditions contained in this Agreement shall control and shall apply to all of your purchases, including, but not limited to, online purchases from our Website, and may NOT be altered, supplemented, or amended by you through the use of any other document(s). Any attempt to alter, supplement, or amend this Agreement, or to enter an order for product(s) which is (are) subject to additional or altered terms and conditions, will be null and void, unless otherwise agreed to in a written agreement signed by both you and BMC Protect. This Agreement does not supersede, waive or otherwise affect any security agreements, guarantees, credit applications or other agreements between you and BMC Protect, none of which may be amended except by a writing signed by each party. You acknowledge and agree that BMC Protect reserves the right to amend these terms and conditions in its sole discretion as it sees fit from time to time.
Prices are subject to change by BMC Protect without notice. Any additional costs incurred by BMC Protect in connection with or arising out of the manufacture, sale or distribution of product, including, but not limited to, increases in labor, freight and materials cost before shipment of order and applicable overhead, may be invoiced to you and you agree to pay same. You will pay when due any sales, use, excise, gross receipts, or value-added taxes, or other federal, state, or local taxes or other surcharges or assessments (other than any tax based on the net income of BMC Protect or imposed upon inventory held by BMC Protect in its warehouses) that BMC Protect is at any time obligated to pay or collect based on, or in any way levied on, the sale of products and/or services, or the products or any services related thereto. In addition, you will be obligated to pay all interest or penalties assessed by reason of your failure to comply with your obligations hereunder. If BMC Protect pays any amounts which you are obligated to pay, then you will promptly reimburse BMC Protect in an amount equal to the amount so paid by BMC Protect.
Pricing errors may occur on the Website from time to time. BMC Protect attempts to correct all pricing errors promptly after discovery or after BMC Protect receives notice of an error. BMC Protect reserves the right to cancel any orders containing pricing errors, with no further obligations to you, even after your receipt of an order confirmation or shipping notice from BMC Protect. Any payments you make to BMC Protect for orders that are cancelled due to pricing errors will be refunded.
All payments shall be made in full, in good funds, and in accordance with the payment terms on your invoice, via ACH direct debit or other payment forms acceptable to BMC Protect. In the event of default in payments on any invoices, BMC Protect shall have the right to declare all invoices immediately due and payable. You agree to pay all out-of-pocket expenses, including attorneys’ fees and costs, incurred by BMC Protect to collect any amounts due from you or to otherwise enforce any of the terms stated herein. BMC Protect (including its affiliates, subsidiaries, parent or related entities, individually or collectively) may exercise a right of set-off against any and all amounts due to you. BMC Protect shall be deemed a single creditor for purposes of this section.
BMC Protect may at any time, in its sole discretion, limit the amount of credit to be extended to you and cancel any order with respect to all or any undelivered product if BMC Protect shall deem such action advisable for credit reasons. You hereby represent and warrant that you are solvent and agree that such representation and warranty shall be deemed repeated upon each order and/or delivery hereunder. You hereby represent and warrant that you are solvent and agree that such representation and warranty shall be deemed repeated upon each order and/or delivery hereunder.
BMC Protect shall be excused from its obligations hereunder in whole or in part to the extent its performance is delayed or prevented by strikes, work stoppages or disputes, fires, floods, war (declared or undeclared), riots, loss or destruction of product, non-availability or delays of transportation, embargoes, accidents, delay or failure of BMC Protect's suppliers to make delivery of material, shortages of material or labor, restrictions, limitations, obligations, taxes, assessments, duty or fee imposed by any government or governmental authority, domestic or foreign, or any other cause beyond BMC Protect's control. In such circumstances BMC Protect's obligations hereunder shall be suspended for so long as any such contingency continues, and you agree to extend, and are deemed to extend, for a corresponding period, any letters of credit or trade acceptance opened by you in respect to such shipment or delivery, provided, however, that if any shipment or delivery hereunder shall be so prevented for more than ninety (90) days, either BMC Protect or you shall have the right to cancel the contract, but only with respect to such shipment or delivery, by written notice to the other.
Orders are not binding upon BMC Protect until accepted by BMC Protect. BMC Protect reserves the right to refuse service to anyone. BMC Protect will indicate its acceptance of an order by issuing an invoice or by shipping the ordered product to you. All shipments are made F.O.B. BMC Protect's shipping point unless otherwise specified. In the absence of specific instructions, BMC Protect selects the carrier. Title to products and risk of loss pass to you upon delivery thereof by BMC Protect to the carrier or delivery service. You assume all risk of loss in shipping and all liability for loss or damages, whether direct, indirect, consequential or otherwise, due to delays once the products have been delivered to the carrier.
You warrant that you have obtained and continue to maintain all required governmental permits, licenses, and or approvals required to purchase, use, and/or store the products you purchase from BMC Protect.
You agree not to resell products on third-party online marketplaces without written consent from BMC Protect. Third-party online marketplaces include, but are not limited to Amazon, eBay, Alibaba, Walmart.com, Craigslist.com, and other websites not controlled by you. Failure to adhere to this agreement will result in rejection of future orders by BMC Protect.
We encourage you to sell products purchased from BMC Protect on your website. We request that you adhere to the minimum advertised price (MAP) and manufacturer’s suggested retail price (MSRP). You agree not to post, list or upload content or items in inappropriate categories or areas outside of your websites. You agree not to breach or circumvent any laws or ordinances in your local or national region. You agree not to post false, inaccurate, misleading, deceptive, defamatory content online, on social media, nor in print.
You agree that any products that are returned will be handled in accordance with, and shall be subject to, BMC Protect’s Refunds, Returns, Cancellations policy.
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE PRODUCT OUT OF WHICH LIABILITY AROSE.
