Last revised as of March 15, 2017
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.
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
You acknowledge and agree that any information, comments,
documents, images or general content you enter in or post on the Sites may be
viewed by any other users with access to the Sites and therefore will not be
considered confidential by you. By
providing any such information, comments, documents, images or general content
to Shoup, you grant to Shoup an unrestricted, irrevocable, worldwide,
royalty-free license to use, reproduce, display, publicly perform, transmit and
distribute such information, comments, documents, images or general content on
the Sites. You further agree that Shoup
is free to use any ideas, concepts or know-how that you, or individuals acting
on your behalf, provide to Shoup. You
hereby agree that any comments, feedback or recommendations of you for the improvement
or modification of the Sites or the products or Services advertised herein
shall be the sole property of Shoup.
The obligations and liabilities you incurred prior to the
termination date shall survive the termination of these Terms for all
purposes. In the event of any such
termination, the restrictions on your use of the material on the Sites shall
survive such termination, and you agree to be bound by those terms. YOU
ACKNOWLEDGE AND AGREE THAT SHOUP SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD
PARTY FOR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF ANY SITE OR ANY
PRODUCTS, SERVICES OR INFORMATION PROVIDED ON THE SITES OR ACCESSED BY YOU
THROUGH THE SITES.
Any access or attempted access of other areas of Shoup’s
computer systems, third-party systems and Services that Shoup utilizes or other
information contained therein for any purpose is strictly prohibited. You agree not to interfere in any way with
others’ use of or access to any Sites.
Shoup reserves the right to report any activity that it reasonably
suspects violates any law or regulation and to disclose any information to law
enforcement officials or regulators or other appropriate third parties.
Certain portions of the Sites are intended to be used only
by authorized individuals in compliance with a separate agreement with
Shoup. Such individuals must use the
username and password assigned to them and not those of any other person. If you are not authorized for this purpose, or
if you are using someone else’s login information, you are deemed an unauthorized
user and you should not use the Sites.
If nonetheless you continue, then by using the Sites you undertake and
agree that (1) you will be personally
liable for any and all expenses, costs or damages incurred by us in
investigating or addressing your unauthorized use of the Sites (such
obligations shall be in addition to whatever other rights and remedies may be
available to us for unauthorized use); and (2) you will be personally bound to
the terms of the other agreements with Shoup for the entire debts and other
commitments of Customer, waiving any actual notice or knowledge of the terms of
the other agreements with Shoup, all without any duties or obligations to you
on the part of Shoup.
Access to any password-protected portion of the Sites is
limited exclusively to the person to whom login information has been issued by
Shoup. You will keep your login and
password confidential and not disclose the same to any third party. You will notify Shoup immediately of any
actual or suspected loss, theft or unauthorized use of your login or
password. You may not modify, copy,
distribute, transmit, display, perform, reproduce, publish, license, create
derivative works from, transfer or sell in any way any information, documents,
graphics, or other materials (“Materials”)
obtained from the Site, except that you may view the Materials in their present
form and you may download on any single computer and print one copy of the
Materials for your personal, noncommercial use, provided you keep intact all
copyright and other proprietary notices.
The Materials are subject to change without notice.
Use of the Sites is limited to legitimate purposes. You shall not use or introduce into the Sites
any device, software or routine that could damage or interfere with the operation
of the Sites. You shall not directly or indirectly take any action to interfere
with the operation of the Sites or engage in any unlawful or infringing
activity in connection with your use of the Sites, including by way of example
and not limitation, using any scraper, robot, spider, or other automated
mechanism to access the Sites or download material off of the Sites.
Shoup has the right to modify, suspend or discontinue,
temporarily or permanently, the Sites, any products or Services provided by Shoup
through the Sites or your right to access or use any portion of the Sites, in
Shoup’s sole discretion, at any time and without prior notice, for any reason,
including, without limitation, the following:
(1) attempts by you (or another party) to gain unauthorized access to
any Site or assist others in attempting to do so, (2) your (or another party’s)
disabling of any security features on any Site, (3) your violation of these
Terms, (4) suspected or actual infringement of a third party’s intellectual property
rights or (5) pursuant to requests by law enforcement or other government
You warrant to Shoup that you will not attempt to gain
unauthorized access to any Services offered by Shoup or computer systems or
networks connected to any Shoup 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.
When using the Sites you agree not to pretend to be someone else or
spoof their identity.
Shoup also reserves the right to report any activity that it
reasonably suspects violates any law or regulation, and to disclose any
information to law enforcement officials or regulators or other appropriate
Use of the Site
As a user of the Sites, you have a non-exclusive,
non-transferable, limited, revocable license to use the Sites solely for your
internal business use. You may not use
the Sites for any other purpose whatsoever.
Without limiting the previous sentence, you may not reproduce, modify,
distribute, transmit, display, perform, reproduce, transfer, sell or publish
any of the contents of the Sites without the prior written consent of Shoup,
which may be withheld, conditioned or delayed in its sole discretion, except
that you may print out a copy of the content solely for your internal business
use. In doing so, you will not remove or
alter, or cause to be removed or altered, any copyright, trademark, trade name or
service mark or any other proprietary notice or legend appearing on any of the
content. You are prohibited from
including links from other websites to the Sites without the prior written
consent of Shoup, which may be withheld, conditioned or delayed in its sole and
The foregoing license is subject to these Terms and does not
include the right to use any data mining, robots or similar data gathering or
extraction methods. This license is revocable at any time without notice and
with or without cause. You may not and you may not permit others to copy,
distribute, perform or display publicly, prepare derivative works based on,
broadcast, exploit or use any part of the content on the Sites except as
expressly provided in these Terms without our prior written permission. Nothing
in these Terms shall be construed as transferring any right, title or interest
in the Sites or its content to you or anyone else, except the limited license
to use the Site on the terms expressly set forth herein.
Third Party Content
Some of the information, articles and other materials
available through the Sites may be provided to Shoup by third parties. Wherever
practical, in our opinion, the source of these third-party materials is
identified. These third-party materials
are provided for your interest and convenience only. Shoup does not endorse
these materials or the vendors who supply them to us, nor does Shoup warrant or
represent that these materials are current, accurate, complete or reliable.
Links to Third-Party Websites
The Sites may contain links to websites controlled or
offered by third parties (non-affiliates of Shoup). Shoup hereby disclaims liability for any
other company’s website content, products, privacy policies or security. In the event you choose to use the services
available at a linked site, you agree to read and adhere to the policies and
addition, any advice, opinions or recommendations provided by the linked site
providers are those of the providers and not of Shoup. Your participation in any linked site,
including payment for and the delivery of goods or services, is based solely on
the agreement, if any, between you and the linked website provider.
In order to access certain restricted portions of the Sites,
you may be required to register with Shoup or your administrator. Shoup may accept or reject any request for
registration in its sole discretion. You
represent and warrant that the information provided when registering is
accurate, complete and current as of the date submitted and that you will
update such information from time to time as necessary. As part of the registration process, you will
select a user name based on your e-mail (“User
Name”), and a password (“Password”),
to access restricted portions of the Sites.
You may not have a User Name that is vulgar, attempts to impersonate
another person or violates the rights of others. Shoup may also reject any User Name that
Shoup determines in its discretion is unacceptable for use on the Sites. Although you are not required to register, if
you do not register, you may be required to accept these Terms each time you
wish to access the Sites or a Service or place an order.
You are solely responsible for all use of the Sites under
your User Name and Password and for maintaining the confidentiality of your
User Name and Password, and you will (i) promptly notify Shoup of any actual or
suspected unauthorized use of the Sites and (ii) ensure that you exit from your
account at the end of each session. If you
disclose or otherwise allow discovery of your User Name and/or Passwords to or
by any person(s) or entity, you assume all risks and losses associated with
such disclosure. Please note that Shoup
allows you to retrieve your Password only through email verification. When you click the “Forgot Password” or
similar link and enter your registered email address, you will receive an email
containing a link and a code. You can
click on the link, enter the code and enter your new password. If you do not have access to your registered
e-mail address, or the email address you are using is invalid, you will need to
contact Shoup or your administrator to reset the password manually.
By establishing a User Name with Shoup, and each time you
access a Service through the Sites, you authorize Shoup to contact you at your
e-mail address. You may stop receiving
Shoup’s marketing e-mails by sending an e-mail to Shoup at
email@example.com or by following the opt-out procedures set forth in
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
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.
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”).
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.
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
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.
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
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.
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
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.
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,
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.
Purchases on Sites may be subject to convenience fee(s) and
a non-refundable per order payment processing fee.
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
User Contributions to the Site
There may be opportunities for you and/or other users to
contribute information, data, photos, videos, questions, comments, suggestions,
ideas or materials to the Sites (collectively, “User Content”). Please be aware that by submitting User Content to
the Sites, you grant Shoup a non-exclusive, royalty-free, perpetual,
transferable, irrevocable and fully sub-licensable right to (a) use, reproduce,
modify, adapt, translate, distribute, publish, create derivative works from and
publicly display and perform such User Content throughout the world in any
media, now known or hereafter devised, and (b) use the name that you submit in
connection with such User Content. Shoup
is not liable or responsible for any User Content provided by you or other
third parties to the Site. You
acknowledge that Shoup may choose to provide attribution of your User Content
at our discretion, and that such User Content may be shared with other Site
users. You further grant Shoup the right
to pursue at law any person or entity that violates your or Shoup’s rights in
the User Content by a breach of these Terms.
You acknowledge and agree that User Content is non-confidential and
non-proprietary. You expressly waive any
and all “moral rights” (including rights of attribution or integrity) that may
subsist in your User Content and agree that you have no objection to the
publication, use, modification, deletion or exploitation of your User Content
by Shoup or any of our partners or licensees.
We take no responsibility and assume no liability for any User Content
posted or submitted by you. If you do
not agree to these Terms, please do not provide us with any User Content.
You are fully responsible for all your User Content. You are prohibited from posting or
transmitting to or from the Sites (i)
any unlawful, threatening, libelous, defamatory, obscene, pornographic or other
material or content that would violate rights of publicity and/or privacy or
that would violate any law; (ii) any solicitation of funds, advertising or
marketing of any of your goods or services or similar commercial material or
content that is not associated with Shoup making the Services available to you;
and (iii) any material or content that infringes, misappropriates or violates
any copyright, trademark or patent right, or other proprietary right, of any
third party. You shall be solely liable
for any damages resulting from any violation of the foregoing restrictions, or
any other harm resulting from your posting of User Content to the Sites. You acknowledge that Shoup may exercise its
rights (e.g., use, publish, delete) to any User Content you submit without
notice to you. You agree that you will
indemnify Shoup against any damages, losses, liabilities, judgments, costs or
expenses (including reasonable attorneys’ fees and costs) arising out of a
claim by a third party relating to any User Content you have posted.
Shoup does not endorse User Content in any way, nor does it
vouch for the accuracy or usefulness of such User Content, and Shoup expressly
disclaims any liability associated with such User Content posted by third
parties. Reference to any products, services, hyperlink text to the third
parties or other information by trade name, trademark and supplier or otherwise
does not constitute or imply endorsement, sponsorship or recommendation by
All photos submitted are subject to the terms applicable to
User Content and the guidelines set forth below, and which may be updated from
time to time by Shoup. Shoup claims no
ownership, affiliation with or endorsement of any photos that are submitted by users
through our Sites.
Any photos you submit must be in accordance with the
- All photos must be relevant to Shoup or the
products or services made available by Shoup.
- Do not submit any photos or materials that are
illegal, obscene, pornographic, profane, vulgar, offensive or insulting or that
invade the privacy or violate any personal right of any person or entity.
- Do not submit photos or information about
children or any third parties without their consent (or their parent’s or
guardian’s consent in the case of a child under 18 years of age).
- Children under 13 may not submit photos or other
- Submit only your own photos - do not submit
photos from any other source, either personal or commercial. Do not submit photos that infringe the
copyright, trademark or other property right of any third party.
- Do not submit photos that include logos,
trademarks, trade names, branding, promotional material or any other content
intended for commercial purposes.
- Do not submit photos that contain viruses or
other harmful code that is either intended to or may result in damage to the
computers and systems of Shoup and/or those using it.
You will be held liable for any illegal or prohibited User
Content you provide to any Site, including, among other things, infringing,
defamatory or offensive materials. If
you discover this kind of material on any of our Sites, please notify us
immediately at firstname.lastname@example.org.
We will investigate your claim promptly and may then take the actions
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 email@example.com and we will
investigate your claim and take any actions we deem appropriate in our sole
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 firstname.lastname@example.org. 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.
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
The above limitations of liability reflect the allocation of
risk between the parties and will survive and apply even if any limited remedy
specified in these Terms is found to have failed of its essential purpose. The limitations of liability provided in
these Terms inure to the benefit of Shoup, the Shoup Affiliates and/or their
respective suppliers. TO THE EXTENT CERTAIN JURISDICTIONS RESTRICT ANY OF THE
ABOVE LIMITATIONS OF LIABILITY, SUCH LIMITATIONS SHALL NOT APPLY TO THE EXTENT
OF SUCH RESTRICTIONS.
If, notwithstanding the limitations of liability above,
Shoup or any of its affiliates are found liable for any loss or damage which
arises out of or in any way connected with any products or Services or
operation of the Sites, then the liability of Shoup and its affiliates will in
no event exceed, in the aggregate, the lesser of (a) the service fees you paid
to Shoup in connection with such transaction(s) on the Sites, or (b) One
Hundred Dollars (US$100.00) (or the equivalent in local currency).
The Sites and any information contained in the Sites do not
constitute an offer to sell, or the solicitation of an offer to buy, any
securities and must not be relied upon in connection with any investment
No Recommendations or Advice Provided
Although information and content may be available through
the Sites, you should not construe such information and content as expressing
the opinions of or endorsement by Shoup or its employees. You alone bear the responsibility of
evaluating any information or content available on the Sites. In exchange for using such information or
content, you hereby agree to release Shoup from any claim and to not hold Shoup
liable for any possible claim for damages arising from any decision you may
make based on information or content available on the Site.
In states where Shoup has no physical presence, Shoup is not
required to collect and remit sales tax for products and services purchased
through the Site. However, many states
require that their residents file a sales or use tax return for products or
services purchased online. You should
consult your state and local tax laws to determine compliance with tax laws and
regulations in your geographic area. In
some states, Shoup collects and remits sales tax. For purchases where sales tax is applicable,
the tax calculated will be reflected on the checkout page before you are asked
to confirm the purchase. Shoup uses
commercial reasonable efforts to calculate and remit the correct amount of tax
required on each taxable purchase, but Shoup does not guarantee the accuracy of
the amount of the tax Shoup represents to you as the tax owed. Minor errors may occur owing to the inability
to accurately track multiple taxing districts, state and local “tax holidays,”
the timing of rate changes or the application of certain taxes to categories of
items advertised on this Site. As a
result of any error, Shoup may over collect or under collect the tax. In consideration of Shoup allowing you access
to and use of the Site, and in collecting and remitting taxes required on your
purchases, you hereby waive your right to claim that the tax collected on any
purchase is incorrect in any respect and agree to hold harmless Shoup, its
officers, directors, employees, agents and representatives (and those of its
affiliates), for any harm or other damages you may incur as a result of Shoup’s
error in calculating the taxes on your purchases.
Bank And Credit Card Fees
Some banks and credit card companies impose fees for
international transactions. If you are
making a purchase from outside of the United States on a US credit card, your
bank may convert the payment amount to your local currency and charge you a
conversion fee. This means the amount
listed on your credit or bank card statement may be in your local currency and
therefore a different figure than the figure shown on the order summary page
for a purchase on this Site. In
addition, a foreign transaction fee may be assessed if the bank that issued
your credit card is located outside of the United States. The currency exchange rate and foreign
transaction fee is determined solely by your bank on the day that they process
the transaction. If you have any
questions about these fees or the exchange rate applied to your booking, please
contact your bank.
Digital Millennium Copyright Act (“DMCA”)
Shoup respects the intellectual property of others, and we
ask our users and visitors to do the same.
In accordance with the DMCA and other applicable law, Shoup has adopted
a policy of terminating, in appropriate circumstances and at Shoup’s sole
discretion, subscribers or account holders who are deemed to be repeat
infringers. Shoup may also at its sole
discretion limit access to the Site and/or terminate the accounts of any users
who infringe any intellectual property rights of others, whether or not there
is any repeat infringement. If you
believe that an account holder or subscriber is a repeat infringer, please
provide information sufficient for us to verify that the account holder or
subscriber is a repeat infringer when filing your notice.
Pursuant to Title 17, United States Code, Section 512(c)(2),
notifications of claimed copyright infringement should be sent to the Site’s
designated agent (see below). ALL
INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL
RECEIVE NO RESPONSE. Shoup will process
and investigate notices (each, a “Notice”)
of alleged infringement and will take appropriate actions under the DMCA and
other applicable intellectual property laws.
Upon receipt of notices complying with the DMCA, Shoup will act to
remove or disable access to any material found to be infringing or found to be
the subject of infringing activity and will act to remove or disable access to
any reference or link to material or activity that is found to be infringing.
If you believe that your work has been copied in a way that
constitutes copyright infringement, please provide Shoup the following
information in your Notice (to be effective, the notification must include ALL
of the following):
- 1.a physical or electronic signature of the person
authorized to act on behalf of the owner of an exclusive copyright that is
- 2.a description of the copyrighted work that you
claim has been infringed;
- 3.a description of where the material that you
claim is infringing is located on the Site;
- 4.your address, telephone number, and email
address and all other information reasonably sufficient to permit Shoup to
- 5.a statement by you that you have a good faith
belief that the disputed use is not authorized by the copyright owner, its
agent, or the law; and
- 6.a statement by you, made under penalty of
perjury, that the above information in your Notice is accurate and that you are
the copyright owner or authorized to act on behalf of the owner of an exclusive
right that is allegedly infringed.
Notices of claimed copyright infringement should be directed
to Shoup’s designated agent:
Shoup Manufacturing Co. Inc.
3 Stuart Road
Kankakee, IL 60901
Attn: Legal Department
INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING SHOUP THAT YOUR COPYRIGHTED
MATERIAL MAY HAVE BEEN INFRINGED. ALL
OTHER INQUIRIES, SUCH AS PRODUCT OR SERVICE RELATED QUESTIONS AND REQUESTS, OR
QUESTIONS ON OUR PRIVACY PRACTICES, WILL NOT RECEIVE A RESPONSE THROUGH THIS
Communications Decency Act Notice
Pursuant to 47 U.S.C.
Section 230(d) (as amended from time to time), please be notified that
parental control protections (such as computer hardware, software or filtering
services) are commercially available to you that may assist you in limiting
access to material that is harmful to minors.
Information identifying current providers of such protections is
available on the following two websites:
Guard Online (http://onguardonline.gov/)
Please be advised that Shoup does not endorse either of the
above websites or any of the products or services available at such websites.
Notice for California Residents
Under California Civil Code Section 1789.3, California users
are entitled to the following consumer rights notice: If you have a question or complaint regarding
the Site, please contact us by writing to:
Shoup Manufacturing Co. Inc.
3 Stuart Drive
Kankakee, Illinois 60901
Attn: Legal Department
California residents may contact the Complaint Assistance
Unit of the Division of Consumer Services of the California Department of
Consumer Affairs by mail at:
1625 North Market Blvd.
Sacramento, CA 95834
(916) 445-1254 or (800) 952-5210.
These Terms include the terms and conditions of Shoup
affirmatively acknowledge that you have read, understood and agree to be
legally bound by the terms and conditions of Shoup Manufacturing’s Privacy
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
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.
By using the Sites, you agree that
Shoup, in its sole discretion, may require you to submit any disputes arising
from the use of the Sites, or these Terms concerning or, including disputes
arising from or concerning their interpretation, violation, invalidity,
non-performance or termination, to final and binding arbitration under the
International Rules of Arbitration of the American Arbitration Association, by
one or more arbitrators appointed in accordance with the said Rules. Notwithstanding these rules, however, such
proceeding shall be governed by the laws of the state as set forth in the
previous section. Any award in an arbitration
initiated under this clause shall be limited to monetary damages (as further
limited herein) and shall include no injunction or direction to any party other
than the direction to pay a monetary amount.
Further, the arbitrator(s) shall have no authority to award punitive,
consequential or other damages not measured by the prevailing party’s actual
damages in any arbitration initiated under this section, except as may be
required by statute.
These Terms, as supplemented or amended
by any applicable Privacy Notices, invoice or other Shoup document, contain the
entire understanding and agreement between you and us with respect to the Sites
and supersede all previous communications, negotiations and agreements, whether
oral, written, or electronic between you and us with respect thereto.
© 2017 Shoup
Manufacturing Co. Inc. All rights