Last Updated: January 2021
Acceptance of the Terms
Changes to these Terms
Your Use of the Websites
In order to purchase Products through the Website, each User may either check out as a “guest” or elect to register for and maintain an active account (“User Account”). Purchasing products and creating a User Account requires you to submit certain personal information, such as your name, address, and phone number. In addition, if you would like to purchase any Products, you will be required to provide at least one valid payment method (either by submitting a credit card number through the Website or utilizing an accepted payment partner). You are responsible for all activity that occurs under your User Account and agree to maintain the security and secrecy of your username and password at all times. We are not responsible for any unauthorized activity that occurs under your User Account, unless caused by our Complete Carbide’s gross negligence.
The Services are not available for use by persons under the age of 18, and you must be at least 18 years of age to obtain a User Account, access the Services, or purchase Products. You may not assign or otherwise transfer your User Account to any other person or entity. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
We may, in our sole discretion, create promotional codes that may be redeemed for account credit, or other features or benefits related to the Services, subject to any additional terms that we may establish on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Complete Carbide; (iii) may be disabled by us at any time for any reason without liability; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. We reserve the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Complete Carbide determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
Third Party Links
The Website may contain links to other sites, services and resources provided by third parties on the Website: these links are provided for your convenience or marketing purposes only. This includes links contained in advertisements, such as banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to via the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access thereto) from the Website by submitting written notification to our copyright agent (designated below), which notice must include substantially the following:
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Website so that our copyright agent can locate it;
- Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and
- A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.
Our designated copyright agent to receive notices is:
Special Tools, Inc., d/b/a Complete Carbide
Attn: Copyright Agent
3950 Stark Drive NW
Saint Francis, MN 55070
Unauthorized Uses; Conduct
You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes, and without violating the intellectual property rights of any third party. You may not use or introduce into the Website any device, software or routine that could damage or interfere with the ordinary and proper operation of the Website. You may not directly or indirectly take any action to unduly stress the Website or Services, or that we reasonably determine to be abusive. We reserve the right to monitor your use of the Website and conformance with these Terms. You acknowledge and hereby consent to such monitoring. We may discontinue your access at any time, for any reason. You warrant that you will not use the Services to: conduct or engage in unlawful, immoral, harassing, or improper activities; violate any law or regulation; or violate or infringe upon our rights or the rights of any third party, including without limitation, contractual rights, intellectual property rights, and privacy rights.
Terms of Purchase
Acceptance of Terms and Conditions
This Section 7 sets forth more specific terms and conditions for each online purchase order (“Order”) you submit through the Website. Your submission of an Order constitutes your acceptance of all terms and conditions described in this Section 7 below. Each Order is subject solely to the terms and conditions set forth herein. Any other terms or conditions of any purchase order or other form issued by you (including by e-mail or online form) which are in addition to, modify, or are inconsistent with these terms and conditions will not be binding on Custom Carbide unless we agree in writing.
All Sales are Final
Our system is not designed to process returns, order cancellations, or other changes. Accordingly, all Orders are final upon submission and may not be cancelled by you except in extraordinary circumstances. Conversely, Complete Carbide retains the right to cancel any Order prior to shipment for any reason or no reason, including (without limitation) if we believe that such Order is fraudulent, illegal, or violates these terms and conditions. We do not accept returns except as set forth below under “Returns; Remedies.”
Shipping; Title/Risk of Loss
We engage third party carriers (e.g., FedEx, UPS or the USPS) to deliver your Products. Shipping times stated on our Website are only estimates, based on quotations we receive from our shipping partners and our recent experience with those partners. We cannot, and do not, guarantee any delivery date or timing. Title to and risk of loss of all Products shall transfer to you, as the buyer, upon the delivery of the Products to a third-party carrier for shipment you.
The price set forth on the Website (as reflected in your “cart”) is the price charged for the Products contained in your Order. You shall also pay any sales, use, or other taxes now or hereafter imposed by any federal, state, or local taxing authority upon or with respect to the sale. All tax and shipping charges that we intend to pass through to you are calculated prior to sale, included in your Order, and collected at the time of submission.
All Products are sold for your personal usage, including in the performance of your trade or business. Products are sold with the intent that they be used by Customer and are not being provided for resale or further distribution without our express written permission.
We are not responsible for your use or misuse of the Products. Customer shall indemnify, defend and hold Complete Carbide harmless from and against all liability, cost and expense for claims and actions of any kind by any third party for injury, alleged injury, death, property damage or alleged property damage arising out of or in any way connected with the use, possession or transfer of the goods manufactured and delivered hereunder.
Disclaimer of Warranties
Complete Carbide warrants to Customer only title to the goods and their conformity to specifications described on our Website. WE MAKE NO OTHER WARRANTIES AS TO THE PRODUCTS, EXCEPT AS DESCRIBED HEREIN, AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Because we sell third-party products and are not a manufacturer of the Products distributed through our Website, all warranty work, returns, or replacement requests must be directed to the manufacturers thereof (to the extent applicable).
Limitation of Remedies
Complete Carbide will not be liable for any delay in performance or non-performance caused by circumstances beyond its control, including, but not limited to, fires, floods, epidemics, accidents, wars, government actions, strikes, labor shortages, or inability to obtain materials, equipment or transportation. IN NO EVENT SHALL COMPLETE CARBIDE BE LIABLE, WHETHER BASED IN CONTRACT OR TORT, FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS ARISING OUT OF ANY DEFECT, SHORTAGE, DELAY OR ANY BREACH OF WARRANTY, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH LOSSES.
Returns and Remedies
Without limiting anything else herein to the contrary, Complete Carbide shall not be liable for any claim arising in connection with the Products sold to Customer hereunder unless written notice is given as provided in this section. Written notice of any objection, complaint, return request, or claim concerning a Product, whether due to damage or nonconformity with the specifications stated on our Website, must be provided within thirty (30) days after the date you receive such Product. Failure to give such notice in the manner and within the time provided herein shall be deemed a waiver by Customer of all claims with respect to such Products. In the event of any damage or non-conformity that is the fault of Complete Carbide, we will, at our sole discretion, either reimburse your purchase price or replace free of charge all Products found to be defective, within thirty (30) days after the date of notice with respect to any such Product was given. In the case of a return for any reason other than damage or nonconformity with our stated specifications, the item must be returned to us (undamaged and with all original components) within forty-five (45) days following your receipt of the Product. In no event shall Complete Carbide’s liability with respect to any Product exceed the payment price for such Product (less tax and shipping costs). No returns are accepted on any custom-manufactured Products.
Any controversy or claim arising out of or related to the Website, the Services, these Terms, Orders, or the Products, except claims arising out of actions or claims filed by third parties on account of personal injury or death or loss or damage to property, shall be settled by arbitration in accordance with the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notice of such demand shall be made promptly after such controversy or claim arises. In no event may the demand for arbitration be made if such controversy or claim would be barred by the applicable statute of limitations. The place of arbitration shall be Minneapolis, Minnesota. The arbitration may include, by consolidation or joinder, other parties that are involved in a common legal or factual issue or whose presence is required if complete relief is to be accorded in arbitration. Nothing contained in this subsection shall restrict or waive Lester’s ability to file and enforce its mechanic’s lien rights in any court of competent jurisdiction.
No waiver by Complete Carbide of a breach of any provision hereof shall be deemed a waiver of future compliance therewith.
These terms and conditions and each Order is made and entered into with reference to the laws of the State of Minnesota and shall be governed by and construed in accordance with such laws, without regard to any principles of conflicts of laws. Customer consents to the exclusive jurisdiction of the courts of the State Minnesota and agrees that any legal action or proceeding arising under, or relating to, Customer’s orders, the Products or these terms and conditions shall be brought solely in the state or federal court located in the State of Minnesota.