Terms of Use

1.Eligibility and Business Use

You must be at least 18 years old and legally capable of entering into a binding agreement to use the website or submit a quote request.

If you use the website on behalf of a business or organization, you represent that you are authorized to act on its behalf and bind it to applicable agreements.

2.Website Purpose

The website provides information about ITW Ventures and the products or services we may offer.

The website may allow prospective customers to:

• ●View product categories or product information;
• ●Contact ITW Ventures;
• ●Submit a product quote request;
• ●Request information about pricing or availability; and
• ●Request local delivery or pickup arrangements.

The website does not currently process online payments or automatically create completed orders.

3.Quote Requests Are Not Orders

Submitting a quote form, contact form, or product request does not create a purchase agreement, guarantee availability, reserve inventory, or require ITW Ventures to fulfill the request.

A purchase becomes binding only after:

1. 1.We review and accept the request;
2. 2.The customer and ITW Ventures agree on the products, quantities, pricing, taxes, fees, delivery or pickup terms, and any other applicable conditions; and
3. 3.We provide an order confirmation, invoice, written acceptance, or other clear confirmation that the order has been accepted.

We may accept, reject, limit, or request changes to any quote request at our discretion.

4.Quotes and Pricing

Unless otherwise stated in writing:

• ●Quotes are estimates and are not guaranteed until accepted by ITW Ventures;
• ●Prices may change because of supplier pricing, product availability, market conditions, delivery requirements, taxes, or errors;
• ●Quotes are valid only for the period stated in the quote;
• ●If no validity period is stated, the quote expires 14 calendar days after issuance;
• ●Product availability is not guaranteed;
• ●Minimum quantities or minimum order values may apply; and
• ●Delivery charges, pickup requirements, deposits, taxes, and other fees may apply.

If a quote contains an obvious typographical, pricing, or calculation error, we may correct or withdraw it before accepting the order.

5.Product Information

We try to provide accurate product descriptions, photographs, specifications, package sizes, and availability information. However, this information may be supplied by manufacturers, distributors, or other third parties.

Actual products, packaging, labels, colors, dimensions, ingredients, quantities, or specifications may differ from website images or descriptions.

The website does not guarantee that:

• ●Product information is complete or error-free;
• ●A listed product is currently in stock;
• ●A manufacturer will not change its packaging or specifications; or
• ●Website images precisely represent the delivered product.

Customers should review product labels and manufacturer information before using a product.

6.Customer Information and Responsibilities

You agree to provide current, complete, and accurate information when submitting a contact or quote form.

You are responsible for confirming:

• ●The requested products and quantities;
• ●Business and contact information;
• ●Delivery or pickup location;
• ●Access instructions;
• ●Applicable resale or tax-exemption information;
• ●Authorized recipients; and
• ●Any product-specific requirements.

You must promptly notify us if submitted information changes.

We are not responsible for delays, additional costs, or failed fulfillment caused by inaccurate, incomplete, or outdated customer information.

7.Local Delivery

Where local delivery is offered, the delivery area, date, time window, fees, minimum order, and other conditions will be stated in the applicable quote or order confirmation.

Delivery times are estimates unless we expressly guarantee a specific time in writing.

The customer is responsible for:

• ●Providing a safe and accessible delivery location;
• ●Ensuring an authorized person is available when required;
• ●Providing accurate access, parking, loading, or building instructions;
• ●Obtaining any required permissions; and
• ●Inspecting the products promptly after delivery.

Additional fees may apply for failed delivery attempts, incorrect addresses, restricted access, excessive waiting time, or requested redelivery.

Risk of loss and responsibility for products pass to the customer when the products are delivered to the agreed location or accepted by the customer's authorized representative, unless otherwise agreed in writing.

8.Customer Pickup

Where pickup is offered, we will provide the available pickup location, date, time, and instructions.

The customer must not arrive for pickup until receiving confirmation that the order is ready.

The customer is responsible for:

• ●Arriving during the confirmed pickup period;
• ●Bringing any requested identification or confirmation;
• ●Using a vehicle capable of safely transporting the products;
• ●Properly securing the products; and
• ●Inspecting the products at pickup.

Risk of loss and responsibility for the products pass to the customer when the products are released to the customer or the customer's authorized representative.

9.Inspection and Order Issues

Customers should inspect products promptly upon delivery or pickup.

Visible shortages, incorrect products, or apparent damage should be reported to us as soon as reasonably possible and preferably within two business days.

Reports should include:

• ●The order or invoice information;
• ●A description of the issue;
• ●The affected product and quantity; and
• ●Photographs when relevant.

We may request that damaged or incorrect products be retained for inspection or return.

Any refund, replacement, credit, or other remedy will be determined under the applicable quote, invoice, return policy, manufacturer policy, or written agreement.

10.Cancellations, Returns, and Refunds

Cancellation, return, exchange, and refund eligibility may depend on:

• ●Whether we have accepted or placed the order;
• ●Whether products were specially ordered;
• ●Product condition;
• ●Manufacturer or distributor restrictions;
• ●Food, beverage, hygiene, chemical, or safety considerations;
• ●Delivery or pickup status; and
• ●The terms stated in the applicable quote or invoice.

11.Taxes and Resale Documentation

Customers are responsible for all applicable sales, use, and similar taxes unless a valid exemption applies.

A customer claiming exemption must provide complete and valid exemption or resale documentation before the applicable transaction is finalized.

We may reject expired, incomplete, inconsistent, or otherwise invalid documentation. The customer is responsible for the accuracy and lawful use of any exemption certificate it provides.

12.Acceptable Use

You may use the website only for lawful purposes.

You may not:

• ●Submit false, fraudulent, misleading, or unauthorized requests;
• ●Impersonate another person or business;
• ●Interfere with the operation or security of the website;
• ●Attempt to gain unauthorized access to any system or data;
• ●Upload or transmit malicious code;
• ●Scrape, harvest, or collect website data through unauthorized automated means;
• ●Use the website to violate another party's rights;
• ●Copy or exploit website content for an unauthorized commercial purpose;
• ●Circumvent technical restrictions; or
• ●Use the website in violation of applicable law.

We may restrict or terminate access when we reasonably believe these Terms have been violated.

13.Intellectual Property

The website and its original content, including its design, text, graphics, logos, photographs, arrangement, and software, are owned by or licensed to ITW Ventures and are protected by applicable intellectual-property laws.

ITW Ventures grants you a limited, revocable, nonexclusive, nontransferable license to access and use the website for legitimate personal or business purchasing purposes.

You may not reproduce, distribute, modify, publicly display, sell, license, reverse engineer, or create derivative works from protected website content without prior written permission.

Product names, brand names, logos, and trademarks belonging to manufacturers or other third parties remain the property of their respective owners. Their appearance on the website does not imply sponsorship or endorsement unless expressly stated.

14.Feedback and Submissions

When you submit suggestions, ideas, comments, product requests, or other feedback, you grant ITW Ventures permission to use that feedback for legitimate business purposes without compensation or obligation to you.

This section does not transfer ownership of your personal information and does not alter our obligations under the Privacy Policy.

15.Third-Party Links and Services

The website may contain links to third-party websites, products, or services.

We do not control or endorse third-party websites and are not responsible for their availability, accuracy, security, content, policies, or practices.

Your use of a third-party website or service is governed by its own terms and policies.

16.Website Availability

We may modify, suspend, restrict, or discontinue any part of the website at any time.

We do not guarantee that the website will always be available, uninterrupted, secure, or error-free. Maintenance, technical issues, security concerns, or circumstances outside our control may affect website availability.

17.Disclaimer of Warranties

Product warranties, if any, may be provided by the applicable manufacturer and are subject to the manufacturer's terms.

18.Limitation of Liability

Where liability cannot legally be excluded, our liability will be limited to the greatest extent permitted by law. These limitations do not apply where prohibited by law.

19.Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless ITW Ventures and its members, employees, contractors, and agents from claims, losses, liabilities, damages, judgments, costs, and reasonable attorneys' fees arising from:

• ●Your unlawful or unauthorized use of the website;
• ●Your violation of these Terms;
• ●Information or content you submit;
• ●Your violation of another party's rights; or
• ●Fraudulent or misleading activity associated with your use of the website.

20.Governing Law and Venue

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles.

Unless applicable law requires otherwise, legal proceedings arising from these Terms or the website must be brought in a state or federal court with jurisdiction over Suffolk County, New York.

You and ITW Ventures consent to the personal jurisdiction and venue of those courts.

21.Changes to These Terms

We may update these Terms periodically.

The updated version will be posted on the website with a revised “Last Updated” date. Changes become effective when posted unless another effective date is stated.

Your continued use of the website after changes become effective constitutes acceptance of the updated Terms.

22.Severability

If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions will remain in effect.

The invalid provision will be modified or interpreted to the minimum extent necessary to make it enforceable while preserving its intended purpose where legally permitted.

23.No Waiver

Our failure to enforce a provision of these Terms does not waive our right to enforce that provision or any other provision later.

24.Entire Agreement

These Terms, our Privacy Policy, and any applicable written quote, invoice, order confirmation, or other agreement constitute the applicable agreement between you and ITW Ventures concerning the website and the relevant transaction.

If a written quote, invoice, or order agreement conflicts with these Terms regarding a specific transaction, the more specific transaction document will control for that transaction.

25.Contact Us

Questions about these Terms may be directed to: