HGR INDUSTRIAL SURPLUS, INC. WEBSITE USE AGREEMENT
This Website Use Agreement (“Agreement”) is between you (“User”) and HGR INDUSTRIAL SURPLUS,INC. (“Company”). In consideration of the right to access and use the Company’s website www.hgrinc.com (“Website”), and the information offered on the Website, User agrees to the terms and conditions of use set forth in this Agreement. This Agreement applies to the products, the services, and information currently offered by Company and any products, services, information, or products that the Company may choose to offer in the future (unless stated otherwise).
We do not sell, lend, or rent any personally identifiable information about you to any third party outside of the Company, its affiliates, subsidiaries, authorized agents, operating companies, and other related entities. We only disclose information to third parties when it is reasonably necessary in order to allow us to perform our services and deliver information, goods, and services to you.
- 1. Company’s Control Over Website.
- (a) Company has the right, but not the obligation, to monitor the use of the Website and its content, and, except as otherwise provided under Section 3, Privacy, may freely use and disclose any information and materials received from the User or collected through User’s use of the Website for any lawful reason or purpose. Company reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, or government request.
- (b) Company reserves the right, in its sole discretion, to change, modify, add, or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on the Website. Amendments to the Agreement will take effect immediately upon being posted to the Website, and User’s continued use of the Website constitutes User’s acceptance thereof.
- (c) Company may change, suspend or discontinue any aspect of the Website at any time, including, but not limited to, content, services offered, products offered, database, hours of availability, and equipment needed for access or use. Company may also impose limits on certain features and services or restrict User’s access to parts or all of the Website without notice or liability.
- 2. Intellectual Property Rights.
- (a) The Website is protected by copyright under United States copyright laws, international conventions, and other copyright laws. The logo, slogans, and other distinctive designs are owned by Company or its licensors and are protected by the state, national, and international laws of trademark, trade dress, and unfair competition. All materials contained within the Website (the “Content”) are protected by copyright and are owned or controlled by Company or the party credited as the provider thereof.
- (b) Copying, otherwise reproducing, or storing of any Content for use other than User’s personal, noncommercial use is expressly prohibited without the prior written consent of the Company or the copyright holder identified in the Content’s copyright notice.
- 3. Privacy.
- 4. User’s Covenants.
- (a) User represents, warrants and covenants that User shall not upload, post or transmit to or distribute or otherwise publish through the Website any materials which: restrict or inhibit any other user from using and enjoying the Website, are unlawful, threatening, harassing, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, invasive of another’s privacy, hateful, tortious or indecent, constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, violate, plagiarize, or infringe the rights of third parties, including, but not limited to, copyright, trademark, patent, rights of privacy or publicity or any other proprietary rights, contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other harmful components that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, contain any information, software or other material of a commercial nature, contain advertising of any kind, constitute or contain false or misleading indications of origin or statements of fact, or would harm minors in any way.
- (b) User further promises not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any business being conducted on the Website. User may not take any action that imposes an unreasonable or disproportionately large load on the Website’s infrastructure. User may not link to the Website in any manner that would bypass Company’s home page. User may not “frame” the Website or any portion thereof.
- (c) User authorizes Company to charge User’s credit card or debit from User’s bank account for payment of items purchased through Company’s website By authorizing us (Company) to charge your (User’s) credit card or debit your bank account, no additional notice or consent is required before Company invoices the credit card or debit the bank account for all amounts due to Company for any reason. Company may accept late payments, partial payments or any payments marked as being “payment in full” or as a settlement of any dispute without losing any of our rights under this Agreement. User agrees to pay costs and fees we incur to collect an unpaid balance from you
- 5. User’s Acknowledgments.
- (b) User acknowledges that, except as otherwise stated, the products or services sold through or advertised in the Website are sold “AS IS,” without warranty of any kind.
- (c) User acknowledges that transmissions to and from this Website may be read or intercepted by third parties. User acknowledges that any reliance upon any opinion, advice, statement, memorandum, information, or any other material contained in the Website or any of its links shall be at User’s own risk. User is responsible for any and all fees, taxes, and expenses which may be incurred through the use of this Website or as the result of the purchase of products/services from within it.
- (d) User acknowledges that Company does not attempt to review, edit, modify, regulate or control the content of any sites that are linked to the Website and that Company shall not be held responsible or liable for the accuracy, legality, decency or copyright and trademark compliance of any third party site.
- 6. Disclaimers.
Company does not represent or endorse the accuracy or reliability of any advice, opinion, or other information displayed or distributed through the Website. Further, by using the Website and the products and/or services Company offers, User may have access to third parties and other websites. Access to such parties and websites does not constitute an endorsement by Company or any of its subsidiaries or affiliates of third parties, or the resources, products or services offered by them. Company makes no guarantees or warranties of any kind as to such third parties or their products or services, or any information found on the Internet that User may access through use of the Website.
- 7. Disclaimer of Warranty.
THIS WEBSITE IS PROVIDED “AS IS.” USER UNDERSTANDS AND EXPRESSLY AGREES THAT THE USE OF THE WEBSITE AND ALL ITS CONTENTS IS AT USER’S SOLE RISK, THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT USER’S OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR OTHERWISE ON THE WEBSITE, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IT MAKES NO WARRANTY OR REPRESENTATION REGARDING THE PRODUCTS, SERVICES OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE WEBSITE, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE OR THAT THE WEBSITE WILL MEET USER’S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
ADVICE OR INFORMATION OBTAINED BY A USER, EITHER ORALLY OR IN WRITING, FROM THE WEBSITE OR SOME SERVICE OFFERED ON THE WEBSITE SHALL NOT CREATE ANY WARRANTY OF ANY KIND, UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT.
- 8. Limitation of Liability.
THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE WEBSITE, RESULTING FROM ANY INFORMATION, GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE, RESULTING FROM LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF A USER’S TRANSMISSIONS OR DATA OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THE COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DAMAGES EXCEED AMOUNTS, IF ANY, PAID BY USER TO COMPANY.
- 9. Indemnification.
User agrees to indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages, and/or costs (including, but not limited to, attorneys’ fees) arising from User’s use of the Website, User’s violation of the terms of the Agreement or User’s infringement, or infringement by any other user of any intellectual property or other right of any person or entity. The terms of this Agreement will inure to the benefit of the Company’s successors, assigns and licensees. User covenants to cooperate fully in the defense of any claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User and User shall not in any event settle any matter without the written consent ofthe Company.
- 10. Notices.
Except as explicitly stated otherwise, any notices shall be given bye-mail to email@example.com (in the case ofCompany) or to the e-mail address User provided to Company during User’s use of the Website (in the case of User), or such other address as either party may specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid.
- 11. Term; Termination.
The term of this Agreement shall commence when the User first visits the Website and shall apply to all of User’s subsequent visits. The Company may, with or without cause, immediately terminate this Agreement, and deny User access to the Website. Without limiting the foregoing, Company has the right to immediately terminate User’s right to access the Website in the event that User breaches this agreement or engages in conduct that Company, in its sole discretion, considers unacceptable. If this Agreement is terminated. User will no longer be authorized to access the contents of the Website, In the event of termination. the restrictions imposed on User with respect to material downloaded. copied or otherwise reproduced from the Website. the disclaimers and limitations of liabilities and indemnification set forth in this Agreement, shall survive.
- 12. Breach.
Any violation of the terms of this Agreement constitutes a breach. Company may immediately issue a warning. temporarily suspend. indefinitely suspend or terminate User’s right to access the Website if User breaches this Agreement or if the Company is unable to verify or authenticate any information User has provided. Company’s failure to act with respect to a breach by User or others does not constitute a waiver of Company’s right to act with respect to subsequent or similar breaches. Without limiting any other rights Company has. User understands and acknowledges that Company. in its sole discretion. may pursue legal and/or equitable relief against User if User breaches or threatens to breach this Agreement.
- 13. Governing Law and Dispute Resolution.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. without regard to conflicts of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to the User’s Agreement shall be in the state courts located in Cuyahoga County. Ohio. or in Federal District Court for the Northern District of Ohio. User and Company agree that any action or proceeding arising out of or related to the User’s Agreement shall be subject to mediation between the parties as a form of alternative dispute resolution.
- 14. Age and Responsibility.
If you use this site. you are responsible for maintaining the confidentiality of your account information and your password. You agree to accept responsibility for all activities that occur under your account. You represent that you are over eighteen(18)years of age and to create binding legal obligations for any liability you may incur as a result of the use of this site. You understand that you are financially responsible for all uses of this site by you and those using your login information.
- 15. Severability.
These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid. such provision shall nonetheless be enforced to the fullest extent permitted by applicable. and such determination shall not affect the validity and enforceability of any other remaining provisions.
- 16. Typographical Errors and Cancelled Transactions.
In the event that a product or service is mistakenly listed at an incorrect price. Company reserves the right to cancel or refuse any order for the product or service listed at the incorrect price. Company reserves the right to refuse or cancel any orders regardless of whether the order has been confirmed. If User’s credit card has already been charged for the purchase when the order is cancelled by Company. Company shall issue a credit to your credit card in the amount of the price paid by User to Company.
- 17. Costs and Attorney’s Fees.
In any legal or equitable dispute between Company and User. If Company is a prevailing party in that claim. Company will be entitled to recover and User agrees to pay Company, all reasonable and necessary attorneys’ fees incurred and any costs of litigation. In addition to any other relief, at law or in equity to which such parties may be entitled.
- 18. Shipping Policy.
- (a) Common Carrier Less Than Truckload (LTL) Freight and UPS Ground: HGR provides you with a competitive shipping rate via our logistics team. All shipments will be prepaid on HGR’s account.
See Handling Policy below for per-item handling charges associated with LTL shipments.
- (b) Customer Pick Up: HGR will load items on your vehicle free of charge (unless otherwise noted) but does not assist in strapping or securing the items.
- (c) Truckload and Partial Truckload: HGR can assist you in setting up truckloads or partial truckload loads (flat bed, step deck, double drop, etc.). We will provide you with a competitive rate that is only valid if prepaid on our account. If you have an account with a carrier and wish to use them, we can ship out freight collect via the carrier of your choice. HGR loads for free, (unless otherwise noted) but does not assist in strapping or securing the items.
- (d) Container: International shipments, whether prepaid or collect, will be assessed a $200 container loading fee that consists of blocking and bracing the items.
- (e) International orders are subject to duties, taxes and/or other import fees. In addition, HGR charges an export service fee equal to 5% (minimum of $25) of the item sales price. The customer is solely responsible for these fees, documents and transportation if held at a customs office in the destination country. In the event that you have questions about international shipping logistics, please contact us before purchase. We reserve the right to cancel any order.
- (f) The U.S. government regulates exports of U.S. products, technology, and software, including the movement of U.S. origin commodities between foreign countries. Controls are used to regulate the export and re-export of dual-use items; items that have both a civilian and military application. These controls are in place to prevent the distribution of dual-use items that can compromise national security. Certain HGR products may be strictly controlled to prevent diversion to those interested in proliferating weapons of mass destruction or terrorist supporting entities. Penalties for violations of U.S. export control laws and regulations may be imposed by law. Diversion of any products contrary to United States law is prohibited.
- (a) Common Carrier Less Than Truckload (LTL) Freight and UPS Ground: HGR provides you with a competitive shipping rate via our logistics team. All shipments will be prepaid on HGR’s account.
- 19. Handling Policy.
HGR charges a minimum $29.99 handling fee for all items that need to be prepared for a Common Carrier LTL shipment. This handling charge is for the skid, stretch wrap, and securing the item to the skid. This handling fee is skid based at $29.99 per skid, with the skid being 40″ x 48″. Skids oversized will be subject to an additional charge. UPS or boxed handling fees start at $4.99, please ask your favorite sales representative for specific handling rates.
- 20. Storage Policy.
Unless prior arrangements have been approved in writing, all items are required to be removed or shipped within forty-five (45) days of receipt. Items left beyond the 45 days will be subject to storage fees beginning on the forty-sixth (46th) day of receipt. The minimum storage fee is Fifty Dollars U.S. Currency ($50.00) per month, per 40” x 48” skid. Storage charges are due on the first (1st) of the month with a 5 day grace period. If storage fees are not paid by the sixth (6th) day of the month, items will be considered abandoned and the customer forfeits the rights to the item or items. The “Peace-of-mind *Guarantee* is limited to 30 days from date of invoice. There will be no exceptions to this for any reason including, but not limited to, condition or functionality of the item.
- 21. Payment Methods.
HGR accepts cash, checks, electronic checks (domestic US banks), and wire transfers. (Starting on January 1, 2019) HGR imposes a 2% surcharge for Visa, MasterCard, and Discover, which is not greater than our cost of acceptance. HGR no longer accepts Paypal as a form of payment for non-eBay transactions. All payments must be made in US Dollars.
- 22. Miscellaneous.
This Agreement constitutes the entire understanding between Company and User with respect to User’s use of the Website. Any cause of action User may have with respect to the use of the Website must be commenced within one (I) year after the claim or cause of action arises. The headings contained in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. User may not assign this Agreement.