Shoup Manufacturing Company
Last revised as of July 15,
the use of certain websites which are owned and/or operated by or on behalf of Shoup
Manufacturing Company (each, the “Site”, and collectively, the “Sites”),
through our authorized third parties, or by any of the other means described herein. Shoup Manufacturing values your interest in
its products or services and appreciates your visit to its Sites.
For the avoidance of doubt,
these Terms apply to at least the following Sites: www.shoupparts.com
As such, these Terms include terms and conditions that may not presently
apply to one or more of the Sites. These
Terms do not apply to any website owned and/or operated by or on behalf of any
third party websites for information regarding the terms and conditions of your
use of such websites.
When we refer to “we,” “us,”
or “our,” we mean Shoup Manufacturing Company or the specific division,
subsidiary, or affiliate that operates the Site, provides its content, or
processes information received through it, each as appropriate and applicable.
When we refer to “you” or
“your,” we mean the person accessing the Site.
If the person accessing the Site acts on behalf of, or for the purposes
of, another person, including a business or other organization, “you” or “your”
also means that other person, including a business organization.
Shoup Manufacturing makes
this Site available subject to the following terms and conditions and all
applicable laws. By accessing, browsing
or otherwise using (collectively, “using”) this Site, you acknowledge that you,
the individual user of this Site, have read, understood and agree to be legally
bound by these Terms, and to comply with all applicable laws and regulations,
without limitation or qualification. By
using this Site, you further acknowledge that you have the authority and do
hereby legally bind the business entity, if any, to which you serve as an
agent, independent contractor or employee thereof to the same Terms, without
limitation or qualification. These Terms
shall take effect immediately on your first use of the Site. If you do not agree to the Terms, you are not
authorized to access, browse or otherwise use this Site.
Shoup Manufacturing, at its
sole discretion, reserves the right to alter or change these Terms at any time. Any modifications will become effective when
posted on this Site. By using this Site
after any changes in these Terms, you agree to be legally bound by the Terms as
amended. Therefore, you should
frequently revisit this page to determine the present terms and conditions to
which you are legally bound.
Shoup Manufacturing may
terminate your right to use this Site without cause at any time and effective
immediately. In addition, Shoup
Manufacturing may terminate your right to use this Site or any of its Sites
immediately and without notice for violation of any part of these Terms. In the event of any such termination, the
restrictions on your use of the material on this Site shall survive such
termination, and you agree to be bound by those terms.
INTELLECTUAL PROPERTY AND RESTRICTIONS ON USE OF
INFORMATION AND CONTENT
All information and content
provided on this Site, whether explicitly marked or not, are the property of Shoup
Manufacturing, its subsidiaries, affiliated companies or joint partners, or
others, and are subject to U.S. and
international copyright and unfair competition laws. The information and content provided
includes, but is not limited to, the text, graphics, image, video, audio,
animation, software, their related files and their arrangement on the Site.
All trademarks, servicemarks,
logos, model and brand names, emblems and protectable trade dress elements
(collectively, “Marks”), whether explicitly marked or not, used on this Site
are owned by Shoup Manufacturing, its subsidiaries, affiliated companies or
joint partners, or used under license, and are subject to U.S. (federal and
state) and international trademark and unfair competition laws.
You may not copy, reproduce,
download, upload, post, broadcast, transmit, distribute, publish, republish, or
otherwise use any information, content or Marks provided on this Site in any
form or by any means, or by any information storage or retrieval system for any
commercial use without the express written permission of Shoup Manufacturing. You may, however, copy, print or otherwise
use the information, content or Marks provided on this Site provided that the
use is for your personal, educational or internal business use only and further
provided that you: (1) maintain all copyright and other intellectual property
notices together and intact with any information or content; (2) do not modify
or otherwise alter any information or content; and (3) do not expressly or
implicitly suggest an association with any services, product, brands or
affiliates through the use of any information or content. Other use of any information, content or Marks,
except as specifically permitted in these Terms or in a written instrument
signed by Shoup Manufacturing is strictly prohibited.
Nothing contained in this
Site shall be construed as conferring by implication, estoppel, or otherwise,
any license or right to any copyright, patent, trademark or other proprietary
interest of Shoup Manufacturing or any third party.
You are not permitted to
create a hyperlink to any page or portion of this Site or frame any page or
portion of this Site without the prior written permission of Shoup
Any use of the information,
content or Marks provided on this Site that does not comport with the above Terms
shall be an unauthorized use and subject you to civil and criminal penalties as
provided by applicable U.S. and
international intellectual property laws.
TERMS SPECIFIC TO ECOMMERCE-ENABLED/INTERACTIVE SITES
identified below under this section apply only to the Sites in which products or
services can be purchases including but not limited to: www.shoupparts.com
All sales and use of Shoup
Manufacturing Co. products shall be controlled by the following terms and
conditions regardless of anything which may appear on any purchase order or
similar document submitted by buyer in connection with such sales, and
regardless of any use of such goods by buyer or end user (if different from
buyer) (together, “Buyer”).
1. Entire Agreement. Acceptance of
orders, whether electronic, oral or written, is based on the express condition
that Buyer agrees to all of the terms and conditions contained herein.
Acceptance of delivery by Buyer will constitute Buyer's assent to these term
and conditions. There terms and conditions represent the complete agreement of
the parties, and no terms or conditions in any way adding to, modifying or
otherwise changing the provisions stated herein shall be binding upon Shoup
Manufacturing Co. unless made in writing or in an electronic record and signed
by an appropriate representative of Shoup Manufacturing Co.
2. Force Majeure. Shoup Manufacturing
Co. shall not be liable for delays in shipment or default in delivery for any
reason of force majeure or for any cause beyond Shoup Manufacturing Co.'s
reasonable control, Shoup Manufacturing shall have such additional time for
performance as may be reasonable necessary under the circumstances. Acceptance
by Buyer of any products shall constitute a waiver by Buyer of any claim for
damages on account of any delay in delivery of such products.
3. Delivery Title/Risk of Loss. Unless
otherwise agreed in a written or electronic record signed by an authorized
representative of Shoup Manufacturing Co., all delivery dates are estimates
and, in no case, shall Shoup Manufacturing Co. be liable for any expense, loss
or damage whatsoever suffered by Buyer as a result of Shoup Manufacturing Co.'s
failure to deliver the goods by the specified date. Delivery of goods to
carrier shall be deemed delivery to Buyer, and thereupon title to such goods
and risk of loss or damage, shall be Buyer's. Any claim by Buyer against Shoup
Manufacturing Co. for shortage or damage occurring prior to such delivery must
be made in writing within thirty (30) days after receipt of shipment and
accompanied by original transportation bill signed by carrier nothing that
carrier received goods from Shoup Manufacturing Co. in the condition claimed.
Any claim by Buyer for damage occurring during shipment shall be made directly
against the freight carrier, with a copy of such claim forwarded to Shoup
Manufacturing Co. within thirty (30) days.
4. Limitation of Remedies. Shoup
Manufacturing Co. shall not be liable for incidental or consequential losses,
damages or expenses, directly or indirectly arising from the sale, handling or
use of the products, or from any other cause with respect to the products or
this agreement, whether such claim is based upon breach of contract, breach of
warranty, strict liability in tort, negligence or any other legal theory. Shoup
Manufacturing Co.’s liability hereunder in any case is expressly limited, at
Shoup Manufacturing Co.’s election, to repair or replacement (in the form
originally shipped) of products not complying with this agreement, or to the
repayment of, or crediting Buyer with, an amount equal to the purchase price of
such products. Any claim by Buyer with reference to the products sold hereunder
for any cause shall be deemed waived by Buyer unless submitted to Shoup
Manufacturing Co. in writing within thirty (30) days from the date Buyer
discovered, or should have discovered, any claimed breach. Any action for
claims arising under this agreement must be commenced within one year following
delivery of the goods.
the event Buyer modifies the product sold hereunder without the express written
consent of Shoup Manufacturing Co., or if Buyer fails to implement any changes
in the product directed by Shoup Manufacturing Co., Buyer agrees to indemnify
and hold harmless Shoup Manufacturing Co. from any and all claims, demands, actions
or causes of action or costs or expenses incurred thereby whether in contract,
tort, or pursuant to statute or otherwise, resulting from such modification
5. Disclaimer of Warranties. The
products sold or supplied by Shoup Manufacturing Co. shall have the warranty
(if any) of the manufacturer or other supplier to Shoup Manufacturing Co. Shoup
Manufacturing Co. makes no warranty in respect of such goods or as to the
existence or effect of any warranty of such manufacturer or supplier. THE
FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT
EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. Return of Products. Goods cannot be
returned, and orders once accepted cannot be canceled, without Shoup
Manufacturing Co.’s prior consent in writing or an electronic record signed by
an appropriate representative of Shoup Manufacturing Co. and a return
authorization number. All returns that are permitted by Shoup Manufacturing Co.
must be accompanied by a copy of the original purchase invoice and a return
merchandise authorization from Shoup Manufacturing Co. All returns for reason
other than shipping error or warranty are subject to a 15% restocking fee and
must be received by Shoup Manufacturing Co. with the original packing materials
and cartons in like-new re-sellable condition.
7. Exclusions. All of Shoup
Manufacturing Co.’s drawings, descriptive matter, weights, dimensions,
descriptions and illustrations contained in the Shoup Manufacturing Co.’s
catalogues, price lists or advertisements are approximate only and intended
merely to give a general idea of the products described therein and shall not
form part of this agreement.
8. Controlling Law/Legal Proceedings.
This agreement and all rights and obligations hereunder, including matters of
construction, validity and performance, shall be governed by the internal laws
of the State of Illinois, including the Uniform Commercial Code as enacted in
that jurisdiction, without giving effect to the principles of conflicts of law
thereof. The exclusive jurisdiction and venue of any legal proceedings for the
resolution of disputes arising under or in connection with this agreement shall
be in the federal or state courts of Kankakee County, Illinois, U.S.A.
Collection Costs. In the event of any default on the part of Buyer hereunder,
Buyer shall pay any and all collection costs, including reasonable attorneys’
fees incurred by Shoup Manufacturing Co.
Fees and Transaction Fees
Sites may be subject to convenience fee(s) and a non-refundable per order payment
Manufacturing makes no representation that materials on this site are
appropriate or available for use in locations outside the United States, and
accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from
other locations do so on their own initiative and are responsible for
compliance with local laws.
to the Site
There may be
opportunities for you to contribute to the Site. These may include, among others, uploading
your user profile, participating in chats, using our bulletin boards, etc. which collectively, we call
"Content". Shoup Manufacturing
is not liable or responsible for any Content provided by its users or other
third parties to the Site ("User Content"). The contributions of third parties do not
necessarily represent the view or opinions of Shoup Manufacturing. Shoup Manufacturing cannot preview User
Content before it appears. You can be
held liable for any illegal or prohibited User Content you provide to the Site,
including among other things, infringing, defamatory or offensive materials. If you discover this kind of material on the
Site, please notify us at email@example.com.
We will investigate your claim and may then take the actions deemed
Links and Search
avoidance of doubt, the Sites may automatically produce search results that
reference or link to third party sites throughout the World Wide Web. Shoup Manufacturing has no control over these
sites or the content within them. Shoup
Manufacturing cannot guarantee, represent or warrant that the content contained
in the sites is accurate, legal and/or inoffensive. Shoup Manufacturing does not endorse the
content of any third party site, nor do we warrant that they will not contain
viruses or otherwise impact your computer.
By using the Sites to search for or link to another site, you agree and
understand that you may not make any claim against Shoup Manufacturing for any
damages or losses, whatsoever, resulting from your use of the Site to obtain
search results or to link to another site.
If you have a problem with a link from the Site, please notify us at firstname.lastname@example.org
and we will investigate your claim and take any actions we deem appropriate in
our sole discretion.
avoidance of doubt, the Sites may not be used by our visitors for any
commercial purposes other than to inquire about or purchase products or
services of Shoup Manufacturing. You
must obtain our prior written consent to make commercial offers of any kind,
whether by advertising, solicitations, links, or any other form of
communication. Without limiting the
foregoing, you may not resell or link to other sites for the purpose of selling
Shoup Manufacturing products or services of any kind. We will investigate and take appropriate
legal action against anyone who violates this provision, including without
limitation, removing the offending communication from the Site and barring such
violators from use of the Site. We
reserve the right to block access to or cancel any order for any user known or
reasonably believed to be in violation of this provision.
Violation of the
understand and agree that in Shoup Manufacturing’s sole discretion, and without
prior notice, we may terminate your access to the Site, cancel your order or
exercise any other remedy available and remove any unauthorized User Content,
if we believe that the User Content you provided has violated or is
inconsistent with these Terms or violated the rights of Shoup Manufacturing,
another User, or the law. You agree that
monetary damages may not provide a sufficient remedy to Shoup Manufacturing for
violations of these Terms and you consent to injunctive or other equitable
relief for such violations. Shoup
Manufacturing may release user information about you if required by law or
subpoena, or if the information is necessary or appropriate to release to
address an unlawful or harmful activity.
Shoup Manufacturing is not required to provide any refund to you if you
are terminated as a User because you have violated these Terms.
Manufacturing is not responsible for the products, services, actions or failure
to act of any third party referenced on the Site. Without limiting the foregoing, you may
report the misconduct of users and/or third party advertisers, service and/or
product providers referenced on or included in the Site to Shoup Manufacturing
at email@example.com. We may
investigate the claim and take appropriate action, in our sole discretion.
ADOPTION OF ADDITIONAL TERMS
These Terms expressly include
any and all additional terms and conditions that are set forth in any of the
Sites, including but not limited to any such terms and conditions that are
specified in posted agreements and frequently asked questions listings. To the extent any of these Terms are in
conflict with any terms and conditions set forth in any of the Sites, the terms
and conditions set forth in the Sites shall control with respect to the
particular Site to which the terms and conditions are posted.
You use this Site and the products and services offered on this site
at your own risk. All information and
content and all products and services offered through this site, including
content provided by third party advertisers and sponsors on this Site is
provided “as is” without any express or implied warranty or representation of
any kind including, without limitation, any implied warranties of
merchantability, fitness for a particular purchase, title or non-infringement.
In no event will SHOUP MANUFACTURING, its subsidiaries, affiliated
companies or joint partners be liable to any party for any direct, indirect,
special or other consequential damages arising out of or related to your use of
this site or any of the products or services offered through this site, or any
other hyperlinked Site including, without limitation, any lost revenues, lost
profits, loss of prospective economic advantage, business interruption, loss of
programs or other data on your handling system or otherwise arising out of the
use, misuse of or inability to use this Site or the information, content
documents or software thereof, even if SHOUP MANUFACTURING, its subsidiaries,
affiliated companies or joint partners are advised of the possibility of such
damages or for any claim by a third party.
Your sole and exclusive remedy against Shoup Manufacturing is to
discontinue use of this site and any hyperlinked sites and to discontinue the use of products and services offered on
this site and any hyperlinked sites..
Without limiting the above
disclaimers, Shoup Manufacturing, its subsidiaries, affiliated companies and
joint partners: (1) make no warranties
or representations whatsoever concerning this Site or any other Internet Site,
the access to, or the availability or use of, this Site or any other Internet
website, the information and content from whatever source posted on or referred
to in this Site or any other Internet website or the accuracy, completeness or
timeliness of such information or content; (2) do not warrant or represent that
your access to, or use of, this Site or any other Internet website will be
uninterrupted or free of errors or omissions, that defects will be corrected,
or that this Site or any other Internet website is, or the information or content
from whatever source available for use or downloading are free of computer
viruses, worms, Trojan horses or other harmful components; (3) do not represent
or warrant that any services or products listed on, or accessed through, this
Site will be available for purchase or not withdrawn at any time and makes no
representation or warranty of any kind whatsoever concerning such products or
services; and (4) do not represent or warrant the accuracy, functionality,
specifications or any other aspect of items from whatever source posted or
accessed through this Site. Please note
that some jurisdictions may not allow the exclusion of implied warranties, so
some of the above exclusions may not apply to you.
Site may use hyperlinks as a convenience to you so that reference material, Shoup
Manufacturing-related subjects and other pertinent material is easily
accessible. Linked and referenced
websites may not be operated, controlled or maintained by Shoup Manufacturing. Hyperlinks and references to other websites,
including any Shoup Manufacturing-affiliated entity, do not constitute
sponsorship, endorsement or approval by Shoup Manufacturing of the information,
content, policies or practices of such linked or referenced websites. Shoup Manufacturing, its subsidiaries,
affiliated companies and joint partners do not accept any responsibilities for
any information or content, availability, policies, practices or any use of
such websites. You access, browse and
use such websites at your own risk.
Manufacturing has no obligation to update any information or content on this
Site. Accordingly, Shoup Manufacturing,
its subsidiaries, affiliated companies and joint partners assume no
responsibility regarding the accuracy of the information or content provided on
the Site. Any use of the information or
content provided on this Site is done so at your own risk.
affirmatively acknowledge that you have read, understood and agree to be
You warrant to Shoup
Manufacturing that you will not attempt to gain unauthorized access to any
services offered by Shoup Manufacturing or computer systems or networks connected
to any Shoup Manufacturing server through hacking, password mining or any other
means. You may not obtain or attempt to
obtain any materials or information through any means not intentionally made
available by Shoup Manufacturing. When
using the Site you agree not to pretend to be someone else or spoof their
You agree to defend,
indemnify, save and hold harmless Shoup Manufacturing, its subsidiaries,
affiliated companies, joint partners, licensees and their respective directors,
officers, employees and agents from and against all liabilities, claims,
damages and expenses, including reasonable attorneys’ fees as incurred, arising
out of your use of this Site including any violation or alleged violation of
these Terms, and any losses or claims arising out of your use of any products
or services you may have obtained on one of our Sites.
Shoup Manufacturing controls
its Site (excluding linked sites) from its headquarters in Kankakee, Illinois,
United States of America and makes no representation that any content contained
in this Site is appropriate or available for use in other locations. Accessing this Site in locations where the
use of such content is illegal is prohibited.
By accessing this Site you agree that the statutes and laws of the State
of Illinois, notwithstanding any principles of conflicts of law, will apply to
all matters relating to use of this Site and that if you use this Site from any
other location you are responsible for compliance with applicable local laws. Any claim relating to this Site shall be
litigated in the State of Illinois and you hereby consent to the jurisdiction
and venue of those courts. If any part
of these Terms is deemed unlawful, void, or unenforceable, that part will be
deemed severable and will not affect the validity and enforceability of any
remaining provisions. Regardless of any
statute or law to the contrary, any claim or cause of action arising out of or
related to use of this Site or these Terms must be filed within one (1) year
after such claim or cause of action arose or be forever barred. The section titles herein are for convenience
only and have no legal or contractual effect.
By using this Site, you
further agree that you will not use this Site or any materials available
thereon for any unlawful activity, or use it in any way that would violate any
of these Terms.
When applicable, you further
agree, as a condition of using this site, to ensure that all of your agents,
employees and independent contractors adhere to these Terms.
© 2013 Shoup Manufacturing
Company. All rights reserved.