Shoup Manufacturing Company Website Terms of Use

Last revised as of March 15, 2017 

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.

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.

Unauthorized Use

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 agencies.

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 third parties. 

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 absolute discretion.

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 terms of use applicable to that site.  In 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.

Registration Information

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 webmaster@shoupparts.com or by following the opt-out procedures set forth in such e-mails or as set forth in our Privacy Policy: https://www.shoupparts.com/privacy/.

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”).

    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.

    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.

    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.

    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.

    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.

    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.

    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.

    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.

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 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 Shoup.  

Photo Submission Guidelines

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 following guidelines:

  • 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 materials.
  • 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 webmaster@shoupparts.com.  We will investigate your claim promptly 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 webmaster@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 webmaster@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.

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 decision.

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. 

Taxes

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 allegedly infringed;
  • 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 contact you;
  • 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: 

By mail:

Shoup Manufacturing Co. Inc.
3 Stuart Road
Kankakee, IL 60901
USA
Attn: Legal Department 

THE PRECEDING 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 PROCESS.

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:

                GetNetWise (http://kids.getnetwise.org/)

                On 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
USA
Attn:  Legal Department
Telephone:  1-800-627-6137
Email:  webmaster@shoupparts.com

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.

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.

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 reserved.