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Terms of Use

Shoup Manufacturing Company Website Terms of Use

Last revised as of July 15, 2013

Welcome.  These Terms of Use (“Terms”) only apply to 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 even if we provide a link to such website on one of our Sites.  Please refer to the terms of use of any such 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.

USER ACCESS

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 Manufacturing. 

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

The terms 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

Purchase Policy

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.

            In 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 and/or failure.

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.

9. 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.

Payment Processing Fees and Transaction Fees

Purchases on Sites may be subject to convenience fee(s) and a non-refundable per order payment processing fee.

International Use

Shoup 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.

User Contributions 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 sales@shoupparts.com.  We will investigate your claim and may then take the actions deemed appropriate.

Links and Search Results

For the 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 sales@shoupparts.com and we will investigate your claim and take any actions we deem appropriate in our sole discretion.

Commercial User

For the 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 Terms

You 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. 

Shoup 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 sales@shoupparts.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.

DISCLAIMERS

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.

This 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.

Shoup 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. 

PRIVACY POLICY

These Terms include the terms and conditions of Shoup Manufacturing’s Privacy Policy.   Accordingly, by using this Site, you affirmatively acknowledge that you have read, understood and agree to be legally bound by the terms and conditions of Shoup Manufacturing’s Privacy Policy

MISCELLANEOUS

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 identity. 

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.

 

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