Terms of service

Terms of Service

Valco® / Valley Tool & Die, Inc.

Effective Date: 05/18/2026

Last Updated: 05/18/2026

These Terms of Service (“Terms”) govern all purchases, orders, interactions, use of our websites (valcocleve.com, valcocleve.shop, and any related sites), and receipt or review of any Valco materials, including but not limited to digital and physical catalogs, marketing materials, engineering data, and product literature. They apply to Valco / Valley Tool & Die, Inc. (“Valco,” “we,” “us,” or “our”), an Ohio corporation based in North Royalton, Ohio, regardless of the ordering channel.

By accessing our websites, placing an order, requesting a quote, receiving drawings/prints/pricing/specifications, communicating or otherwise engaging with us, you (“Buyer,” “you,” or “your”) agree to be bound by these Terms. If you are acting on behalf of a company or entity, you represent that you have full authority to bind that entity.

These Terms supersede and control over any conflicting terms in your purchase orders or other documents. We expressly reject any terms that purport to allow copying, reverse engineering, or competitive use of our intellectual property.

1. Acceptance and Supremacy of Terms

Your access to our websites, placement of an order, communications, or receipt of any Valco materials constitutes your irrevocable acceptance of these Terms. Valco expressly rejects any conflicting or additional Buyer terms, which shall be deemed null and void. Continued access, communication, or business with us after updates constitutes acceptance of the updated Terms.

2. Website Access and Legitimate Use

You are granted a limited, non-exclusive, revocable license to access our websites solely for the purpose of reviewing our products and placing legitimate orders with Valco. This license does not include any right to scrape, data-mine, or download content except as expressly permitted.

3. Intellectual Property Ownership and Restrictions

All Valco products, designs, drawings, prints, specifications, tooling, manufacturing processes, know-how, websites, content, photographs, links, logos, trademarks including “Valco” and trade dress, and related materials (collectively, “Valco IP”) are the exclusive property of Valco® and are protected by U.S. and international intellectual property laws. No sale or delivery transfers any ownership rights or license beyond the limited rights expressly granted in these Terms.

Strict Prohibitions (these survive any sale, termination, or relationship end): You shall not, and shall not permit or assist any third party to, directly or indirectly:

  • Copy, reproduce, duplicate, imitate, reverse engineer, decompile, disassemble, derive, analyze, or determine the design, composition, manufacturing methods, processes, or trade secrets of any Valco product or Valco IP.
  • Use any Valco product, print, drawing, specification, photo, link, or other Valco IP as the basis for, or in connection with, the development, manufacture, sourcing, or procurement of any competing, substitute, or substantially similar products — including through any overseas facilities, foreign manufacturers, or third-party suppliers.
  • Replicate, manufacture, or sell products that are substantially similar to Valco products (regardless of whether Valco’s name, logo, or trademarks are used).
  • “Shop around,” share, distribute, disclose, or provide Valco prints, drawings, CAD files, specifications, photographs, links, pricing, quotes or detailed product information to any competitor, manufacturer, supplier, or third party for competitive bidding, replication, or alternative sourcing.
  • Remove, alter, or obscure any proprietary markings or notices.
  • Use our trademarks or branding without express prior written permission.
  • Register confusingly similar domains, names, or handles.
  • Circumvent or attempt to circumvent any of these restrictions in any way.

Confidentiality: All Valco IP and non-public information is our trade secret. You must keep it strictly confidential, use it only to place orders with Valco, and not disclose it without our prior written consent. Upon request or termination of the relationship, you must immediately return or destroy all copies and certify compliance in writing.

These prohibitions apply even if your own purchase terms or agreements with third parties purport to allow such activities — our Terms control exclusively.

4. Enforcement and Remedies

Any violation of the Intellectual Property or Confidentiality provisions constitutes a material breach and will cause Valco irreparable harm for which monetary damages alone are insufficient.

Valco is entitled to immediate injunctive relief (including temporary restraining orders and preliminary injunctions) in any court of competent jurisdiction without posting bond or proving actual damages, plus all other remedies available at law or in equity. You agree to pay all costs of enforcement, including reasonable attorney fees, court costs, and investigation expenses.

Additional Remedies for Replication and Unfair Competition In the event of unauthorized replication or overseas manufacturing of substantially similar products, you agree that Valco shall be entitled to recover:

  • All profits you and any affiliated or involved parties derive from the sale or distribution of such replicating products.
  • Treble damages and statutory damages where permitted by law (including under the Defend Trade Secrets Act, Lanham Act, or Ohio law).
  • Equitable relief, including the destruction or return of all infringing products, tooling, molds, and related materials.
  • Any other remedies available under U.S. intellectual property, trade secret, unfair competition, or contract law.

You further agree to cooperate fully and in good faith with any investigation or legal action initiated by Valco against you or any third parties involved in the replication or misuse of Valco IP.

5. Orders, Pricing, Payment, and Shipping

  • All orders are subject to Valco’s acceptance.
  • Prices are F.O.B., our Ohio facility unless otherwise agreed in writing.
  • Payment is due according to the terms on our invoice. Late payments accrue interest at the maximum rate allowed under Ohio law.
  • Delivery dates are estimates only. Risk of loss passes to you upon shipment.

6. Warranties and Disclaimers

Valco provides only the limited warranty expressly stated in writing for specific products. All other warranties, express or implied (including merchantability and fitness for a particular purpose), are disclaimed to the fullest extent permitted by law. Custom products are sold “AS IS.”

7. Limitation of Liability

To the maximum extent permitted by law, Valco’s aggregate liability shall not exceed the amount actually paid by you for the specific products at issue. Valco shall not be liable for indirect, consequential, incidental, punitive, or special damages, even if advised of the possibility.

8. Indemnification

You agree to indemnify, defend, and hold harmless Valco and our officers, directors, employees, and agents from all claims, losses, damages, liabilities, and expenses (including attorney fees) arising from your breach of these Terms, misuse of Valco IP, or unauthorized replication activities.

9. Governing Law and Dispute Resolution

These Terms are governed exclusively by Ohio law. Any disputes shall be resolved exclusively in the state or federal courts in Cuyahoga County, Ohio or the Northern District of Ohio. You consent to jurisdiction and venue there.

The prevailing party in any action is entitled to recover its reasonable attorney fees and costs. All claims must be brought on an individual basis (no class actions).

10. Miscellaneous

  • Severability: If any provision is held unenforceable, it shall be reformed to the maximum extent permitted by law while preserving Valco’s intent.
  • Survival: The Intellectual Property, Confidentiality, Remedies, Indemnification, and Governing Law provisions survive indefinitely.
  • Cumulative Remedies and Non-Waiver: All rights and remedies available to Valco under these Terms are cumulative and in addition to any other remedies provided by law or in equity. No delay or failure by Valco in exercising any right, power, or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise. Any waiver by Valco of any breach must be in writing and shall be effective only for the specific instance and purpose given.
  • Force Majeure: Valco shall not be liable for any delay or failure in performance resulting from events beyond its reasonable control.
  • Export Compliance: Buyer agrees to comply with all applicable U.S. export control laws and regulations.
  • Entire Agreement: These Terms constitute the entire agreement between the parties regarding its subject matter and supersede all prior discussions or agreements.

Valco® / Valley Tool & Die, Inc. North Royalton, Ohio valcocleve.com | valcocleve.shop