TERMS AND CONDITIONS

A CONTRACT (“CONTRACT”) FOR THE SALE OF PRODUCTS ("PRODUCTS") BY TAC Eleven, LLC (TAC 11) OR ANY OF ITS SUBSIDIARIES OR DEALERS TO THE PURCHASER OF THE PRODUCTS (“CUSTOMER”) SHALL BE FORMED UPON WRITTEN ACCEPTANCE BY TAC 11 OF CUSTOMER’S PURCHASE ORDER, BY MEANS OF TAC 11’s “CONFIRMING SALES ORDER,” BUT NOT OTHERWISE. ALL SALES OF PRODUCTS ARE SUBJECT TO THESE “TERMS AND CONDITIONS” WHICH ARE HEREBY INCORPORATED BY THIS REFERENCE, IN THEIR ENTIRETY, IN EACH CONTRACT. TERMS OR CONDITIONS IN ANY CUSTOMER PURCHASE ORDER THAT CONFLICT WITH OR CONTRADICT THESE TERMS AND CONDITIONS WILL NOT MODIFY THE CONTRACT OR ANY RIGHTS OR OBLIGATIONS THEREUNDER, UNLESS CONFIRMED IN A WRITING SIGNED BY TAC 11.

INTERPRETATION

To avoid ambiguity, inconsistency, or doubt in the event of any conflict, the following order of precedence shall control, notwithstanding any statements in Customer’s documents to the contrary:

  1. TAC 11’s Confirming Sales Order;
  2. These Terms and Conditions;
  3. Customer’s purchase

Payment Terms / Purchasing

Purchasing, or purchased is defined as the exchange of monetary assets from the customer to TAC 11 whereas the process can be in either electronic or physical exchange.  Upon the receipt of payment shall be considered a purchase and a “confirmed sales order”.

Examples of acceptable forms of payment:

  1. Online credit/debit payment via tac11.com 
  2. Pre-agreed credit balance
  3. Business check
  4. Cash
  5. Purchase order
  6. Choosing “Accept and Sign” on electronic quote system

Credit purchases must be approved in advance by TAC 11 managers or executives, and payment of the total Invoice amount on a credit purchase, without offset or deduction, is due thirty (30) days from the Invoice date. On any past due Invoice, TAC 11 may charge interest from the payment due date to the date of payment (at 1 1/2 % per month). If TAC 11 initiates a collection action on any past-due Invoice, it shall be entitled to collect reasonable attorney fees and collection costs in addition to the amount of the Invoice and accrued interest. TAC 11 may change the terms of Customer's credit prospectively at any time effective immediately upon notice to Customer.

DELIVERY - TITLE - SHIPPING

Unless otherwise agreed in writing, all Products will be delivered FOB TAC 11’s designated facility in Katy, Texas USA. Shipment beyond such point will be arranged by TAC 11 in accordance with the Contract. Title and risk of loss pass to Customer upon delivery of the Products to the carrier. Unless otherwise specified in the Contract, TAC 11 will choose the appropriate carrier and shipping and freight payment methods to ship the Product to Customer. The carrier is the agent of Customer. Customer shall be responsible for all shipping costs and any applicable surcharges. In the absence of agreement, TAC 11 may prepay the freight costs and add all costs to the Invoice for the order. Shipments that are shipped with “Prepaid and Add” freight terms will have an additional 10% added to the freight charges as a Handling Fee. TAC 11 is not liable for any loss or damage during transit. Claims for goods damaged during transit should be made by Customer to the carrier and/or freight forwarder. TAC 11's delivery dates are estimates only and TAC 11 is not liable for delays in delivery. TAC 11 reserves the right to make partial shipments and Customer will accept delivery and pay for the Products when and as delivered.

Shipping is defined as when a shipping label is printed that is specific to a Confirmed Sales Order.  Items and products for sale through TAC 11 will normally ship within 48 business hours (Monday – Friday, 9am-5pm CST).  Custom products and items not in stock can take up to 12 weeks.  TAC 11 reserves the right to alter shipping timelines

INSPECTION; ACCEPTANCE OF PRODUCTS

RETURNS – All Products shall be subject to TAC 11’s “Return and Credit Policy” which is as follows:

A. TAC 11 defines a sold armor item once the permanent label is applied to the back of the plate, even if it has not been shipped. Thereafter, a $15 processing fee is applied to all armor systems and equipment with no exceptions.

B. There shall be no returns of TAC 11 products unless the sold product is non-conforming or falls within the applicable warranty.

C. Customer shall inspect all Products to assure conformity to manufacturer specifications and Customer’s written specifications accepted by TAC 11 prior to commencing such work (“Customer Specifications”). Should Customer determine upon inspection that any Product does not meet Manufacturer Specifications or Customer Specifications, Customer shall issue a “return request” to its TAC 11 sales representative who is designated on documents such as  oales orders and quotes.

D. Pursuant to the Warranty (defined below), TAC 11 may, in its discretion: (1) repair and return the defective Product; (2) replace the defective Product at no cost to Customer; or (3) refund Customer's purchase price for the item/s.

E. Customer may only contact TAC 11 directly for a return request if the Product was purchased directly from TAC 11’s web site; otherwise, only the Authorized Dealer may initiate a return request. Only return requests made within ten (10) calendar days after the Full Delivery Date for the Product will be processed. Beyond ten (10) calendar days, the Product will be deemed accepted. TAC 11 reserves the right to not authorize any return and/or subsequent credit if the return request is not made within the ten (10)-day

F. Upon timely receipt of a return request, Customer shall provide photographic or video images of sufficient quality to allow reasonable review of the Product by TAC 11 quality control personnel. The sales representative will then coordinate efforts with TAC 11’s Quality Assurance Department to assess the nature of the Product rejection and the return TAC 11 may ask Customer to send back, at Customer’s expense, some or all of the Product for evaluation, or a TAC 11 representative may elect to visit Customer’s facility to assess the issue. Customer consents to such visit. The quality assurance reviewer will inspect the Product in question to determine if a return or credit is justified.

G. If TAC 11 determines that the Product conforms to manufacturer specifications and Customer Specifications, then no further Warranty action will be authorized, and customer will be notified accordingly. If TAC 11 has possession of the Product, it will send the Product back to Customer, at Customer’s expense.

H. If TAC 11 determines that a return is justified under the Warranty, then TAC 11 will provide Customer with a Returned Material Authorization Number (“RMA Number”). TAC 11 may then elect, at its option, to have the Product sent back to TAC 11, at TAC 11’s expense, or to issue a credit to Customer within sixty (60) calendar days from the date the RMA Number was issued.

I. Non-warranty exchange of Product is accepted with the following terms. The Customer shall issue an ‘exchange request’ to its sales representative, TAC 11 team member, or by contacting their dealer. Only exchange requests made within ten (10) calendar days after the Full Delivery Date for the Product will be processed. The Customer shall pay all shipping costs in sending Product back to TAC 11 as well as all shipping costs of Exchanged product back to the Customer.

J. All Product sent back to TAC 11 must be in new, Resalable Condition with no visible abnormalities or marks and conform to all TAC 11 quality tolerances. If TAC 11 finds the received Product to not be in Resalable Condition, the Product shall be shipped back to the Customer at the Customer’s expense. TAC 11 reserves the right to deny any Exchange request at any time.

K. If TAC 11 accepts the Exchange, a $15 PER INDIVIDUAL PRODUCT fee shall be charged to the Customer and collected by TAC 11 prior to shipment of any newly exchanged Product.

TAC 11'S LIMITED WARRANTY 

TAC 11 warrants the Armor Products against defects in material and workmanship for the time period listed on the product’s label from the date of original sale and textile items are warranted under the same guidelines with a timeframe of 1 year from purchase. If the Customer discovers a defect covered by this Warranty during the time period listed on the product’s label or 1 year for textile items, following the date of original sale, subject to TAC 11’s “Return and Credit Policy,” TAC 11 may, in its sole discretion, either: (1) repair and return the Products, (2) replace the Products at no cost to Customer; or (3) refund Customer's purchase price. Warranty claims must be made to TAC 11 in accordance with the TAC 11 “Return and Credit Policy.” This Warranty is conditioned on TAC 11 receiving notice of any defect subject to this Warranty within (10) days of the Customer’s discovery of the defect.

THIS IS THE COMPLETE TAC 11 WARRANTY (“WARRANTY”). TAC 11 MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED AND REJECTED.

LIMITATION OF LIABILITY – TAC 11’S LIABILITY TO CUSTOMER IS LIMITED TO ITS OBLIGATIONS CONTAINED IN ITS LIMITED WARRANTY (ABOVE). TAC 11 IS NOT LIABLE FOR, AND CUSTOMER IS NOT ENTITLED TO COLLECT, ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, COSTS OF REWORK, MANUFACTURING EXPENSE, LOSS DUE TO INJURY TO REPUTATION, OR LOSS OF CUSTOMERS OR BUSINESS. UNDER NO CIRCUMSTANCES SHALL THE AMOUNT OF DAMAGES COLLECTED BY CUSTOMER EXCEED THE PRICE OF THE PRODUCT AT ISSUE.

INDEMNITY – CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD TAC 11 AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, LOSSES, EXPENSES, COSTS, LIABILITIES, SUITS, ACTIONS, AND PROCEEDINGS, INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO CLAIMS BASED ON: (i) BREACH OF THE CONTRACT BY CUSTOMER, (ii) CUSTOMER’S NEGLIGENCE, (iii) CUSTOMER’S STORAGE, PREPARATION, INSTALLATION, USE, OR MAINTENANCE OF ANY OF THE PRODUCTS, (iv) CUSTOMER DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (v) CUSTOMER’S MODIFICATION OF ANY OF THE PRODUCTS, OR

(vi) USE OF ANY OF THE PRODUCTS IN COMBINATION WITH OTHER PRODUCTS. TAC 11 is not responsible for material losses incurred during the toll impregnation process of Customer-supplied goods. Customer will be billed on input fabric quantity and not pre- impregnation yield quantity for all toll impregnation purchase orders.

FORCE MAJEURE – TAC 11 is not liable or responsible and will not be deemed to have defaulted under or breached this Contract for any failure or delay to perform its obligations under the Contract or for any other loss due to causes beyond its control or unforeseen circumstances, including without limitation, acts of God, acts or omissions of the Customer, labor actions or strikes, material or transportation shortages or delays, inability to obtain labor or materials through regular sources, epidemics, pandemics, or other medical crises, threats or acts of terrorism, governmental laws or regulations or orders, required governmental authorizations, governmental actions, embargoes or blockages, national or regional emergency, war, invasion, hostilities, fire, flood, earthquake, explosion, disasters and riot or other civil unrest.

TAC 11’s MATERIALS – All of Customer’s tooling, goods and other property in TAC 11’s possession shall be fully insured by Customer, and Customer releases TAC 11 from all liability for loss of or damage to such items. At any time after twenty-four (24) months following completion of any order requiring the use of such items, TAC 11 may use, return or dispose of such items, in its sole discretion, without liability to Customer.

TERMINATION – TAC 11 may terminate the Contract immediately at any time upon any material breach by Customer. In addition, if Customer ceases to conduct its operations in the normal course of business, or is unable to meet its obligations as they mature, or if any proceeding under the bankruptcy or insolvency laws is brought by or against Customer, or a receiver for Customer is appointed or applied for, or Customer makes an assignment for the benefit of creditors, TAC 11 may promptly terminate this Agreement without liability. No such termination by TAC 11 shall relieve Customer of Customer’s obligation to pay for Products delivered through the date of termination or to compensate TAC 11 for damages caused by Customer’s breach.

NON-ASSIGNMENT – Customer shall not assign a Contract or any rights or obligations under a Contract, directly or indirectly, without the prior written consent of TAC 11 and any attempted assignment shall be void.

EXPORT REGULATIONS / ITAR COMPLIANCE

 Some of the commodities, products, and technologies offered by Tac 11 are subject to one or more of the export control laws and regulations of the U.S. Government and fall under the control jurisdiction of either the U.S. Department of State or the U.S. Bureau of Industry and Security – U.S. Department of Commerce. It is unlawful and strictly prohibited to export or attempt to export or otherwise transfer or sell any hardware or technical data or furnish any service to any foreign person, whether abroad or in the United States, for which a license or written approval of the U.S. Government is required, without first obtaining the required license or written approval from the Department of the U.S. Government having jurisdiction. Diversion contrary to U.S. law is prohibited. Substantial civil and criminal penalties may be imposed by the federal government on resellers and their customers if these items are exported in violation of U.S. Laws. Resellers agree to comply with all relevant laws concerning sale, resale, and use of these devices.

Some items listed on the Dealer Price List or tac11.com that may be restricted to military/law enforcement/government sales. Orders for these items must be accompanied by a government PO or they will not be processed. Attempting to sell restricted items to non-U.S. Government entities will result in the termination of the dealer agreement. 

CONFIDENTIAL INFORMATION – All non-public, confidential or proprietary information disclosed by to Customer is confidential, solely for the use of performing the Contract, and may not be disclosed or copied unless authorized in advance by TAC 11 in writing. Upon TAC 11’s request, Customer shall promptly return all documents and other materials received from TAC 11. TAC 11 shall be entitled to injunctive relief for any violation of this Section.

RELATIONSHIP OF THE PARTIES – The relationship between the parties is that of independent contractors. Nothing contained in the Contract shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

NO THIRD-PARTY BENEFICIARIES – The Contract is for the sole benefit of the parties and their respective successors and permitted assigns 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 the Contract.

GENERAL – The laws of the State of Texas will exclusively govern any dispute between TAC 11 and Customer, without reference to Texas’ conflict or choice of laws principles. Any action, suit, or proceeding arising out of or related to the Contract shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Katy and County of Waller, and each party irrevocably submits to the exclusive jurisdiction of such courts in any action, suit, or proceeding. The United Nations Convention for the International Sale of Goods shall not apply. A Contract can only be modified by a writing signed by the authorized representative of the party against which it will be enforced. The unenforceability of any of these terms or conditions, or any other terms and conditions of the Contract, will not affect the remainder of the terms or conditions of the Contract.