ACCEPTANCE OF CONTRACT TERMS
Hydronit Americas provides certain website features and other products and services to you when you visit hydronitamericas.com or use Hydronit Americas applications, software or services or when you receive or use any of Hydronit Americas’ printed catalogs or purchase any product from Hydronit Americas (each of the foregoing is singly a “Service” and collectively, the “Services”). By purchasing products or using any of the other Services, you agree that you have read, understood and agree to be bound by all of the provisions set forth herein and the terms and conditions on any quotation, order acknowledgement, invoice or other form you receive from Hydronit Americas, all of which constitute a single agreement between you and Hydronit Americas (collectively, the “Terms and Conditions”). The Terms and Conditions constitute the exclusive agreement between you and Hydronit Americas with respect to the Services and the content accessed through the Services (the “Content”); provided, however, that if you access the Services by a mobile application, that access shall also be subject to the terms of the end user license agreement associated with the mobile application. To the extent of any conflict between the Terms and Conditions and the end user license agreement for a mobile application, the Terms and Conditions shall govern. Our failure to assert a right or insist upon compliance with any term or condition shall not constitute a waiver of that right or excuse any subsequent noncompliance. If any provision of the Terms and Conditions is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the remaining terms and shall not affect the validity and enforceability of any remaining provisions.
EFFECTIVE DATE AND CHANGES IN TERMS
The Terms and Conditions are effective as of the version date set forth at the end of the Terms and Conditions. We reserve the right to change the Terms and Conditions at any time by providing notice to you, and your use after any change signifies your acceptance of the changed terms. That notice may be given by making a revision to the Terms and Conditions and changing the version date shown below.
SALES TERMS
PURCHASES; PRICES; PAYMENT
All orders placed with Hydronit Americas constitute an offer to purchase. Hydronit Americas’ acceptance of any order is expressly conditioned on the buyer’s agreement to these Terms and Conditions. An order is not binding upon Hydronit Americas until accepted in writing, via an order confirmation, invoice, shipment of goods, or otherwise expressly confirmed by Hydronit Americas.
Prices, title and risk of loss are F.O.B. Shipping Point. Published prices do not include taxes, duties, or shipping, and may be changed without notice.
Prices quoted or listed by Hydronit Americas do not include any tariffs, import duties, or additional charges imposed by governments or regulatory authorities. If, after acceptance of an order, any tariffs, import duties, or similar governmental fees or charges are newly imposed, increased, or adjusted, Hydronit Americas reserves the right to adjust prices accordingly, and the Buyer shall be responsible for payment of any such additional charges. Hydronit Americas will promptly notify the Buyer of any such adjustments.
Open accounts are available upon approval. Payment is due in U.S. currency. Payment terms for open accounts are net 30 days from the date of shipment. Payments on open accounts must be made via check or wire transfer; payments made by credit will incur a processing fee of 3.5% of the outstanding balance.
Hydronit Americas retains a security interest in all products sold until the purchase price and any related charges are fully paid. At Hydronit Americas’ request, the Buyer agrees to promptly sign financing statements and other documents necessary to perfect and maintain this security interest. If Hydronit Americas, in its sole judgment, questions the Buyer’s ability to pay, Hydronit Americas may require payment in full prior to delivery or manufacturing of goods. Late payments may incur finance charges up to the lesser of 1.5% per month (18% per annum) or the maximum permitted by applicable law. Buyer shall be liable for all expenses, including attorney fees, associated with the collection of past-due amounts. Hydronit Americas reserves the right to correct typographical errors and to reject or cancel orders at any time. Applicable law may prevent the sale of some products in your area.
Payments should include a remittance advice designating the invoices and other charges being paid. All payments are to be made to:
Hydronit Americas
10800 Twin Lakes Pkwy.
Charlotte, NC 28269
CANCELLATION
Many of the products sold by Hydronit Americas are made to order. Goods ordered by the buyer cannot be cancelled without approval from Hydronit Americas. At the sole discretion of Hydronit Americas we may permit the buyer to cancel orders for goods which are not specially ordered or specially manufactured and which have not been shipped. Additional fees and restocking charges may apply for cancelled goods.
RETURNS
Contact Hydronit Americas for a written Return Authorization. If the product is eligible for return a written Return Authorization will be issued. Material returned without the issuance of a Return Authorization will be refused. All returned merchandise is subject to a restocking charge unless otherwise waived in writing by Hydronit Americas. If your shipment appears damaged, don’t pay the freight charges unless the damage is marked on the bill by the carrier. To return a product, contact Hydronit Americas for a Return Authorization send it to the nearest Hydronit Americas location. We do not take title to returned items until the item arrives at our facility.
LIMITED PRODUCT WARRANTY
Our only warranty obligation is to replace any item proved defective in material or workmanship. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE, ARE DISCLAIMED. Some states do not allow exclusions or limitations of implied warranties, so the foregoing limitation may not apply to you and you may have additional rights.
PRODUCT INFORMATION
Information about products is as provided by our supplier. We make no warranty or representation concerning that information and will have no liability therefor. SOME PRODUCTS SOLD BY US CONTAIN INGREDIENTS KNOWN TO THE STATE OF CALIFORNIA TO CAUSE CANCER AND BIRTH DEFECTS OR OTHER REPRODUCTIVE HARM. UPON REQUEST, WE WILL FURNISH YOU WITH MATERIAL SAFETY DATA SHEETS FOR HAZARDOUS SUBSTANCES AS DEFINED BY OSHA AND A LIST OF PRODUCTS OR SUBSTANCES KNOWN BY THE STATE OF CALIFORNIA TO CAUSE CANCER OR REPRODUCTIVE HARM.
GOVERNMENT PROCUREMENT
Items sold by us may not meet certain government procurement requirements (such as those imposed by the Buy American Act). Upon request, we will provide you with origin information. If you require other information or have other special needs, please contact us.
SALES OR USE TAX YOU MAY OWE TO YOUR STATE
Hydronit Americas collects sales tax on purchases shipped to locations in jurisdictions where we have a legal obligation to do so. If sales tax is not collected by us, the buyer may be responsible for remitting applicable sales or use tax directly to their state or local tax authorities. Buyers are responsible for understanding and complying with their local sales and use tax obligations.
OTHER PROVISIONS
NO OTHER REPRESENTATIONS OR WARRANTIES
WE MAKE NO REPRESENTATION OR WARRANTY THAT PRODUCTS OFFERED FOR SALE ARE LEGAL, AVAILABLE OR APPROPRIATE FOR YOUR PURPOSES OR FOR USE IN YOUR COUNTRY OR REGION. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH LAWS GOVERNING YOUR USE OF THESE PRODUCTS. THE SERVICES AND THE CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES. YOU AGREE TO HOLD HYDRONIT AMERICAS ARMLESS FROM, AND YOU COVENANT NOT TO SUE HYDRONIT AMERICAS FOR, ANY CLAIMS BASED ON USE OF THE SERVICES OR THE CONTENT.
FORCE MAJEURE
Hydronit Americas shall not be liable or responsible for any failure or delay in performance of its obligations under these Terms and Conditions resulting directly or indirectly from circumstances beyond its reasonable control, including but not limited to: natural disasters, acts of God, pandemics, war, terrorism, riots, civil unrest, labor disputes, strikes, government actions, embargoes, shortages of labor, raw materials, energy, or transportation. Hydronit Americas’ obligations will be suspended for the duration of such circumstances, and Hydronit Americas shall have a reasonable extension of time for performance. Hydronit Americas will endeavor to notify the Buyer promptly if a force majeure event occurs.
LIMITATION OF LIABILITY AND REMEDY
UNDER NO CIRCUMSTANCES SHALL HYDRONIT AMERICAS BE LIABLE IN CONTRACT, WARRANTY, TORT OR OTHERWISE FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR PURCHASE OF ANY PRODUCTS FROM US OR ANY USE OF, OR THE INABILITY TO USE, ANY OF THE CONTENT OR ANY OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Except to the extent otherwise explicitly provided in the Terms and Conditions, your only recourse with respect to claims related to purchased products is the right to return the products and obtain a refund of the purchase price. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES OR CONTENT OR, WITH RESPECT TO A CLAIM RELATING TO ANY ONE OR MORE PRODUCTS PURCHASED FROM US, THE PURCHASE PRICE OF THE PRODUCTS THAT GIVE RISE TO THE CLAIM. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the foregoing limitation or exclusion may not apply to you.
YOUR OBLIGATIONS
You warrant, represent and agree: (1) to comply with all laws; (2) that our sale and shipment of any product ordered by you will not, by export thereof, your legal status or otherwise, cause us to violate any law; and (3) to indemnify us against any damages, losses and costs incurred from a failure by you to comply with any law or the Terms and Conditions or from any unlawful use by anyone of any product ordered by you. To the extent the indemnification provisions in the Terms and Conditions are inconsistent with the federal Anti-Deficiency Act, such provisions will be deemed to be inapplicable to any sale made by Hydronit Americas to a government agency to which the Anti-Deficiency Act applies.
LICENSED USE
GRANT OF LIMITED USE LICENSE
Hydronit Americas grants you a limited, nonexclusive, non-transferable license to access and use the Services and the Content only in accordance with and for the purposes set forth in the Terms and Conditions. You do not have permission to access or use the Services or the Content in any way or for any purpose that involves a violation of the Terms and Conditions. You may only use Hydronit Americas’ website, mobile applications, other electronic media authorized by Hydronit Americas and Hydronit Americas’ printed catalogs to access the Content of Hydronit Americas. Hydronit Americas retains the right to terminate your limited use license at will, at any time.
OWNERSHIP; SCOPE OF LICENSE
The Services and the Content are only for your use in deciding whether to purchase products from us and in purchasing products from us. All title, ownership and other rights in and to the Services and Content are owned, or licensed from a third party, by Hydronit Americas. Any unauthorized use, change of information or interference with the availability of or access to or proper working of any part of the Services or the Content or security measures is prohibited.
DOWNLOADING; OTHER USE
Unless expressly permitted by us, any downloading, copying, mirroring, archiving, intercepting or redirecting of the Content is prohibited. Even if permitted by us, downloading CAD models, software or any other information does not give you title or any other rights thereto. Redistribution, making a derivative work from and any other commercial exploitation of any of the Content or Services are prohibited. Using scripts, bots, spiders, other indexing agents or any other device to copy any of the Content is prohibited. The use of any technology or other means to hide your identity when using the Services is also prohibited. You agree you will impose only that load on Hydronit Americas’ servers that is necessary for your use in deciding whether to purchase products from us and in purchasing products from us.
USER CONTENT
Hydronit Americas reserves the right to regulate all content provided by third parties, but we are not responsible for that content. When participating in interactive portions of the Services or the Content, you represent that you have the right to use any information or content you upload or post and agree to abide by the following rules: (i) you will not provide infringing, defamatory, obscene, threatening, abusive, illegal or otherwise improper content; (ii) you will not upload viruses or harmful components; (iii) you will not use the Services or the Content to further any unlawful purpose or to violate the rights of any person or entity; and (iv) you will not provide content for a commercial purpose.
PRIVACY POLICY
This policy is intended to help you understand how our company collects, uses and safeguards the information you provide through the Services. It does not apply to the use or disclosure of information that is collected or obtained by us through other means. You are responsible for maintaining the confidentiality of your password and account and for all activities that occur under your account. When you place an order for a product, we need to know your name, e- mail and mailing addresses, and your billing information so that we can fill, confirm and ship your order, and notify you of your order status. Some of the Services may collect your IP address or domain name for administration purposes. We may also request personal information from you if you submit comments to us through any of the Services. We don’t rent, sell or otherwise distribute to others any information about our customers, except that we may provide your personal information to companies engaged to deliver your order. We also reserve the right to disclose without notice to you any information in our possession if we believe we are required to do so by law, to protect or defend our rights or property, or to respond to an emergency. While we endeavor to use reasonable efforts to safeguard the confidentiality of your information, the Internet is not totally secure. Due to the possibility of transmission errors, hacking or other unauthorized third party activities, we cannot guarantee that data related to the Services will remain secure. If we become aware of a security breach involving such data, Hydronit Americas will make all legally required disclosures, consistent with our ability to determine the scope of the breach, our need to restore the integrity of the system and the needs of law enforcement. The Services are not intended for use by, and Hydronit Americas does not intend to collect personal information from, children under 13 years of age. Children under 13 years of age are directed not to use the Services, whether to submit personal information or otherwise. Some of the Services contain links to websites or other content sources which are not under the control of Hydronit Americas. We are not responsible for the privacy practices of any linked site or content source.
SECURITY AND COOKIES
The security of your information is important to us. When you use some of the Services, including by a mobile application, we can identify you in later visits by looking for a cookie. A cookie is a small text file stored on your computer or mobile device. Cookies are commonly used to retain and speed the transfer of information for online services. The file does not contain any personal information and cannot be used to harm or access information on your computer or mobile device. If for any reason you do not wish to take advantage of cookies when accessing our website you can set your web browser to refuse to accept them. If you use the Services from a device that does not have your cookie or you have deleted your cookie, you can retrieve your personal information by providing your e-mail address or user name. If you are coming from a different network than you have used in the past, we will prompt you for your password so that we can verify your identity. Whenever we transmit your credit card information over the Internet, we use industry standard Secure Socket Layer (SSL) encryption for all pages containing private information pertaining to your shipments. Your full credit card number is never displayed through electronic Services. When you use a saved credit card, we only include the last four digits of the credit card number on the order page so that you can tell which credit card you used.
TRADEMARKS AND COPYRIGHTS
Hydronit Americas® is a registered trademark of Hydronit Americas Company, Inc. Trademarks, brands and names identified with products sold through the Services are the property of their respective owners, not Hydronit Americas. Unless otherwise indicated, all Content is subject to a copyright owned by Hydronit Americas Company, Inc. all rights reserved. Except as expressly permitted by us, nothing in the Terms and Conditions confers any license in any property right, including without limitation any right in any trademark or copyright of Hydronit Americas or any third party. Please contact our Sales Department if you desire information to confirm any product certifications referenced in the Content.
DISPUTE RESOLUTION
Before initiating any litigation related to these Terms and Conditions, the parties agree to first attempt to resolve any dispute arising under or relating to these Terms through good-faith negotiations. If a dispute cannot be resolved through negotiation within 30 days of written notice from one party to the other, the parties agree to participate in non-binding mediation with a mutually agreeable mediator in Charlotte, North Carolina. Each party shall bear its own mediation expenses, and the costs of the mediator shall be shared equally. If mediation is unsuccessful, either party may then pursue litigation in accordance with the Governing Law and Jurisdiction provision herein.
GOVERNING LAW AND JURISDICTION
The Terms and Conditions, and any disputes arising from or related to these Terms and Conditions, shall be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to conflict-of-law principles. You agree to submit to the exclusive jurisdiction and venue of the state or federal courts located in Charlotte, North Carolina, for any legal actions arising out of or related to these Terms and Conditions, the Services, or any products purchased from Hydronit Americas. You hereby irrevocably waive any objection to the jurisdiction of such courts or to the venue of any action brought in such courts.