Terms Of Use

TERMS OF USE AND TERMS OF SALE

(Date of Last Revision: October 29, 2018)

The website www.genuineparts.cleaverbrooks.com, (hereinafter, the “Site”) is owned and operated by Cleaver-Brooks, Inc. (“Company,” “we,” or “us”). The Site provides information regarding equipment parts and products offered by Company (“Products”) along with other information and content and enables users to purchase such Products from Company through the Site (collectively, the “Services”).

These Terms and Conditions (“Terms”), together with any additional terms and conditions of sale provided in connection with the purchase of Products, and any other documents expressly incorporated herein, constitute a binding agreement between you (“you,” “your,” or “User”) and Company (collectively, the “Agreement”) and govern your use of the Site and the terms and conditions of your purchase of Products through the Site. The Site’s Privacy Policy is further expressly incorporated herein by reference and can be found here at http://cleaverbrooks.com/privacy-policy.html

PLEASE READ CAREFULLY THROUGH ALL SECTIONS OF THESE TERMS. YOUR ACCESS TO AND USE OF THE SITE, INCLUDING THE PURCHASE OF PRODUCTS THROUGH THE SITE AND OTHER USE OF THE SERVICES, IS SUBJECT TO THESE TERMS AND ALL APPLICABLE LAWS. BY PURCHASING PRODUCTS THROUGH THE SITE, USING THE SERVICES, SUBMITTING YOUR CONTACT INFORMATION TO RECEIVE MORE INFORMATION FROM US THROUGH THE SITE, OR ACCESSING AND/OR OTHERWISE USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT USE THE SITE, PURCHASE PRODUCTS THROUGH THE SITE, OR OTHERWISE UTILIZE THE SERVICES. THESE TERMS MAY BE CHANGED BY US FROM TIME TO TIME WITHOUT NOTICE TO YOU AND THE GOVERNING VERSION WILL BE POSTED ON THE SITE. PLEASE REVIEW THE POSTED TERMS ON A REGULAR BASIS AS YOUR USE OF THE SITE AND SERVICES WILL BE GOVERNED BY THE THEN-CURRENT TERMS AND PRIVACY POLICY.

Proprietary Rights

The Site and all materials available on it are the property of Company or its licensors and are protected by copyright, trademark and other intellectual property laws. You may not use the contents of the Site in any manner or for any purpose that would constitute infringement of Company’s or its licensors’ intellectual property rights.

You Use of the Site and Services and Purchase of Products

We reserve the right, for any reason or for no reason, in our sole discretion and without notice to you, to revise the Products and Services described on the Site and to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, the materials and content on the Site as well as features and/or hours of availability of the Site, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site, the Products or Services without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.

To purchase Products or access some portions of the Site or the Services, you may be required to provide certain User information or account registration information (“User Information”), including but not limited to contact information. If you register for an account with the Site or provide User Information in connection with the purchase of Products through the Site, you represent and warrant that all such provided User Information is correct, current and complete. You agree to update your User Information in the event any changes related to your User Information associated with your account on the Site.

If you choose, or are provided with, a username, password, or any other piece of information as part of Company’s security procedures, you must treat such information as confidential and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you (or, in the case of an entity, to an authorized representative of the entity) and agree not to provide any other person with access to the Site, or to portions of the Site, using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password, or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We reserve the right to disable any username, password, or other identifier, whether chosen by you or provided by Company, at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

License Grant to Use the Site

Company hereby grants the following license to access and use the Site:

If you are an individual, then Company grants you a non-exclusive, non-transferrable, non-sublicenseable, and limited license to access and use the Site and purchase Products through the Site for your personal, non-commercial use; or
If you are an entity, then Company grants you a non-exclusive, non-transferrable, non-sublicenseable, and limited license to access and use the Site and purchase Products through the Site for solely for your internal business purposes.

Prohibited Activities

The following activities are expressly prohibited from the Site:

Using the Site, Services, and Products purchased through the Site, or content or materials provided on the Site or Services, in any manner prohibited by these Terms or in any manner that violates any applicable federal, state, local or international law or regulation.
Providing false, misleading or fraudulent information in connection with the purchase of Products or use of the Services through the Site, or otherwise providing false, misleading, or fraudulent statements or content.
Using or submitting any content that violates the intellectual property rights of another, or any content that is considered offensive including, but not limited to, obscene language, obscene references, obscene images, threatening or harassing messages, discriminatory actions, messages, or images, and defamatory statements.
Engaging in activity that is unauthorized advertisements or promotions, including unauthorized solicitation of other users of the Site.
Collecting personal information of other users of the Site without that user’s consent.
Engaging in activity that compromises the Site. Such activity may include, but is not limited to hacking, IP attacks, worms, viruses, spamming, phishing, cancel bots, Trojan horses, and mail bombing or crashing.
Engaging in any activity designed to impede the use of the Site by other users, including overloading and flooding.
Framing or deep linking into the Site.
Accessing the Site by means of automated process, spiders, bots or similar device.

Terms and Conditions of Sale (“Terms of Sale”)

All orders for Products made through the Site shall be governed by the Terms of Sale set forth below.

1. Product Orders and Acceptance

You agree that your order is an offer to buy the Products listed in you order under these Terms. All orders must be accepted by Company, and Company is not obligated to sell the Products to you without unless accepted. We may choose not to accept any offers to buy in our sole discretion. Once and order to purchase a Product is placed and accepted, you will receive confirmation of the accepted order through the Site or a communication e-mail directly to you identifying the order number, the details of the Product ordered and confirmation that your order was accepted. Acceptance of your order and the formation of the contract of sale between Company and you will not take place unless and until confirmation of acceptance by Company has been provided to you.

2. Prices and Payment Terms

(a) Price. The price charged for a Product will be the price in effect at the time the order is placed and will be set out in your order confirmation. All prices posted on this Site are subject to change without notice; provided, however, that price changes will only apply to orders placed after such changes have been posted to the Site. Posted prices do not include taxes or charges for shipping and handling (unless otherwise specified). All such taxes and charges will be added to your order total and will be itemized in your shopping cart and in your order confirmation e-mail. We are not responsible for pricing, typographical or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

(b) Payment Terms. Terms of payment are within Company’s sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our shipment of an order. We generally accept major credit and debit cards for all purchases. A listing of specific cards and payment methods that we accept are set forth in the payment section of the checkout page of the Site, but they are subject to change without notice. You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such payment method for the purchase, (iii) charges incurred by you will be honored by your bank, credit card, or payment service company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

3. Shipping and Delivery; Title and Risk of Loss

(a) Shipping. Company will ship ordered Products in accordance with the specific shipping and delivery terms provided with the ordered Products. Please review the individual Product pages on the Site or the checkout page for an order for specific delivery options. Unless otherwise stated at the time when you submit your order to purchase Products, you will pay all shipping and handling charges specified during the ordering process.

(b) Title and Risk of Loss. Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

4. Returns and Refunds

(a) Return Policy. Company will accept a return of ordered Products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within THIRTY (30) DAYS of the shipping date to you (the “Return Period”) and provided such Products are returned in their original, new condition with no damage. After the Return Period, we will provide no refunds for Products purchased from us.

(b) Return Procedures. All returns shall be completed in accordance with the return procedures provided with your order or as otherwise posted on the Site. You are responsible for all shipping and handling charges on returned Products. You bear the risk of loss or damage during shipment so you may decide to insure your return shipment. Following Company’s receipt of a returned order within the Return Period, Company will inspect the returned Products to ensure compliance with the return policy set forth herein and your refund will be credited back to the same payment method used to make the original purchase on the Site.

5. Product Warranties.

(a) Warranty. Company represents and warrants that each Product ordered through the Site will be free of material defects and conform in accordance with the descriptions and specifications provided for the Product on the Site or otherwise for a period of twelve (12) months from the order date for the Product (“Warranty Period”). Company’s warranty for each Product is expressly conditioned upon the Product being properly installed, maintained and operated within the Product’s capacity under normal load conditions with competent, supervised operators. You are solely responsible for, and bear all risk relating to, the installation, use, operation, and maintenance of a Product ordered through the Site. Company provides no warranty for and under no circumstances shall Company have any responsibility or liability to you for any damage, malfunction or injury resulting from your use or installation of a Product.

(b) Disclaimer. ALL PRODUCTS ARE PROVIDED “AS-IS” AND AT YOUR OWN RISK. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, ORAL OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION OF THE PRODUCT. THERE ARE NO EXPRESS WARRANTIES OTHER THAN THOSE CONTAINED IN THIS SECTION AND TO THE EXTENT PERMITTED BY LAW THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(c) Warranty Claims. You shall be required to make claim of any breach of any warranty by written notice to Company at the contact information provided below within thirty (30) days of the discovery of any defect occurring within the Warranty Period. Company shall have a reasonable opportunity to examine the Product and you (if requested to do so by the Company) shall return such Product to the Company for examination to take place. If the Company reasonably verifies your claim that the Product is defective, the Company shall repair or replace the defective Product or provide a refund for the Product, at Company’s option. The Warranty Period for repaired or replaced Products shall terminate upon the termination of the initial Warranty Period. Expenses incurred by you in replacing or repairing or returning a defective Product will not be reimbursed by the Company. This is you exclusive remedy and the extent of the Company’s liability for breach of implied (if any) and express warranties, representations, instructions or defects from any cause in connection with the sale or use of a Product.

6. Intellectual Property Infringement

Company shall defend and hold you harmless in any suits instituted against you for infringement of any claim of any United States Patent covering solely the structure of a Product as originally manufactured by Company per the Company’s specifications, exclusive of combination or modification by you, provided you shall have (a) given the Company immediate notice in writing of any such claim or institution or threat of such suit; (b) authorized the Company to control settlement of the same, and (c) given all needed information, assistance and authority to enable the Company to do so. The Company’s total liability hereunder is expressly limited to an amount no greater than the sales price of the Product and may be satisfied by the Company’s refunding to you at the Company’s option, the sales price of the Product. In the event the Company elects to defend any such suit and the structure of the said Product is held to infringe any such United States Patent and if the your use thereof is enjoined, the Company shall, at its expense and at its option: (i) obtain for the you the right to continue using the Product, (ii) supply a non-infringing Product of substantial equivalence to you, (iii) modify the Product so that it becomes non-infringing, or (iv) refund the purchase price of the Product.

Federal and State Laws

The Site is operated from the United States. When using the Site, on the Site, or when using any content provided by Company, you must obey all applicable federal, state and local laws.

Disclaimer of Warranties

TO THE FULLEST EXTENT PROVIDED BY LAW AND EXCEPT AS OTHERWISE PROVIDED HEREIN, THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE AND ANY REFERENCED THIRD-PARTY SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THIS INCLUDES ANY THIRD-PARTY GOODS OR MATERIALS ON THE SITE. ANY THIRD-PARTY GOODS OR MATERIALS ARE PROVIDED AS A CONVENIENCE TO YOU AND DOES NOT CONSTITUTE SPONSORSHIP, AFFILIATION, PARTNERSHIP, OR ENDORSEMENT. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, CONTENT, OR OTHER POSTED MATERIAL ON THE SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

By OFFERING PRODUCTS FOR PURCHASE OR OTHERWISE providing THE SERVICES on the Site, COMPANY does not in any way promise that the PRODUCTS OR SERVICEs will remain available to you. COMPANY is entitled to terminate all or part of any of the Site at any time, in its sole discretion without notice to you.

Limitation of Liability

THE LIABILITY OF COMPANY and its affiliates, employees, agents, representatives and third-party service providers WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE SITE, PRODUCTS PURCHASED THROUGH THE SITE, OR THE CONTENT OR SERVICES OBTAINED THROUGH THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, the purchase price of the products purchased by you through the site and associated with a claim, or ONE HUNDRED DOLLARS ($100), whichever is greater.

IN NO EVENT WILL COMPANY BE LIABLE TO YOU OR ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THE SITE, OR ON ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, EVEN IF COMPANY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to indemnify, defend and hold harmless Company and its affiliates, employees, agents, representatives and third-party service providers, for any and all claims, demands, actions, liability, fines, penalties and expenses that may arise from any of your acts through the use of the Site. Such acts may include but are not limited to: submissions, unauthorized use of material obtained through the Site or that breach the terms of these Terms.

Third-Party Links

The Site may contain links to other third-party websites. Such third-party websites are maintained by persons or organizations over which Company exercises no control. Company expressly disclaims any responsibility for the content or results from your use of such third-party websites.

Copyright Complaints

Company respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company’s copyright agent with the following information.

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
Description of the copyrighted work that you claim has been infringed;
The location on the Site of the material that you claim is infringing;
Your address, telephone number and e-mail address;
A statement that your claim of infringement is based on a good faith belief; and
A statement made under penalty of perjury that the information you have provided is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Company’s copyright agent for notice of claims of copyright infringement on the Site can be reached as follows:

Cleaver-Brooks Inc.

221 Law Street

Thomasville, GA 31792

info@cleaverbrooks.com

Miscellaneous Provisions

1. Severability. If any term or provision in these Terms is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from these Terms of Use in its entirety and the remainder of these Terms of Use shall survive with the said offending provision eliminated.

2. Site Availability. Company cannot guarantee the Site will be available 100% of the time Because public networks, such as the internet, occasionally experience disruptions. Although COMPANY strives to provide the most reliable webSite reasonably possible, interruptions and delays in accessing the Site are unavoidable and COMPANY disclaims any liability for damages resulting from such problems.

3. Typographical Errors. Information on the Site may contain technical inaccuracies or typographical errors. We attempt to make the Site’s postings as accurate as possible, but Company does not warrant the content of the Site is accurate, complete, reliable, current, or error-free.

4. Headings. Condition and section headings are for convenience of reference only and shall not affect the interpretation of these Terms of Use.

5. Controlling Law and Venue. It is understood and agreed that all the construction and interpretation of these Terms of Use and the relationship between the parties shall at all times and in all respects be governed by the internal laws of the State of Georgia, without giving effect to the conflict of laws provisions thereof. Venue of any action brought to enforce or relating to these Terms or arising out of the relationship between the parties shall be brought exclusively in the courts of Georgia.

Questions

If you have any questions or comments about these Terms or this Site, please contact us by email at info@cleaverbrooks.com You also may write to us at:

Address:

Cleaver-Brooks Inc.

221 Law Street

Thomasville, GA 31792