- Certain Definitions. Capitalized terms not otherwise defined in the text of this Agreement shall have the meaning set forth below.
“Customer” means Company’s direct customers with which Company is a party to a customer agreement.
“Customer Account” refers to the account and profile created and maintained by Customer, or by an authorized third party on your behalf, on the Customer Portal and used to purchase our products, and track and monitor orders, purchase history and purchasing requirements.
“Affiliate” means, with respect to a specified person, any other person that controls, is controlled by, or is under common control with such specified person, where “control” means the possession, directly or indirectly, through one or more intermediaries, of the power to direct or cause the direction of the management or policies of such person, whether by ownership, agreement, or otherwise.
“Applicable Laws” means any applicable federal, state or foreign laws, rules and regulations applicable to the parties hereto, the Agreement or the subject matter of the Agreement, together with all amendments, successors and replacements thereto from time to time.
“Authorized Users” means a Customer’s employee, agent, contractor or representative, who has been provided access to the Customer Portal and authorized by Customer to order and purchase products through its Customer Account.
- Customer Account.
- Account Creation. If you are a Customer, to purchase Our products and services online through the Customer Portal, you must first set up a Customer Account by completing and submitting the customer account application (“Application”) as set forth therein. Your Application will designate a Customer Account administrator (“Account Administrator”) who shall act as your contact person and have authority to act for you, and will include his or her contact information. The Application is accessible by emailing email@example.com. You, on behalf of yourself and your company, represent and warrant: (i) that all information contained in your Application is true and complete; and (ii) you will notify Company at firstname.lastname@example.org of any material changes to that information. Customer is responsible for all activity on and use of its Customer Account, and you may not assign or otherwise transfer your Customer Account to any other person or entity without Our prior written consent.
- Account Administrator. All of Our communications to Customer shall be through your Account Administrator or his or her designee. We may rely on any instructions your Account Administrator provides to Us. In order to change or designate additional Account Administrators, We must receive notification of such change or addition from either (a) a then current Account Administrator or a duly authorized officer of your company. We may, but shall have no obligation to, verify any such communication, and may act in reliance thereon without investigation or verification.
- The Relationship Between Customer, Authorized Users and Us. As between Company and Customer, Customer agrees that it is solely Customer’s responsibility to inform Authorized Users of any relevant Customer policies and practices and any settings that may impact or limit an Authorized User’s ability to use the Customer Portal and/or ability to purchase products through a Customer Account,
- Credit Card Payment.
- We accept the following methods of payment: Visa, MasterCard, American Express, and Discover. Payment is due in full for all products purchased online via credit card when an order is placed. Payment must be completed with a valid credit or debit card. By submitting your payment information to Us, you authorize Us to charge the full amount due on your credit or debit card. This complete total will include all purchase fees, shipping and taxes. All products purchased by credit card payment through the Customer Portal will also be made subject to Our Terms of Sale.
- You warrant that you have the necessary rights to use your or your company’s payment card and that you are fully authorized to use it to pay for the Online Sale. You also warrant that this card gives access to sufficient funds corresponding to the amount of the Online Sale. Failing this, Company reserves the right to cancel the sale.
- Company uses a secure payment method. Consequently, it cannot be held liable for any fraudulent or improper use of your means of payment, over which We have no control. The credit card details provided when your Customer Account is created and/or an Online Sale is placed are protected, and will be sent through a third-party credit or debit card processing company directly to the bank responsible for managing the payments. We retain none of your credit or debit card account information. Payments are made through a secure server with SSL encryption, in order to guarantee complete transaction security.
- If Customer would like to purchase Our products and services online through the Customer Portal using a Customer Credit payment method, Customer must submit in connection with its Application a credit (“Credit Application”). The Credit Application is accessible by emailing email@example.com. You, on behalf of yourself and your company, represent and warrant: (i) that all information contained in your Credit Application is true and complete; and (ii) you will notify Company at firstname.lastname@example.org of any material changes to that information. We have the right to require the submission of updates and/or renewal Credit Applications from time to time as a condition to your continuing use of your Customer Account and Customer Credit.
- We may accept or reject your Credit Application in Our sole discretion. If accepted, We may place credit limitations on your Customer Credit either initially or in the future, as We determine in Our sole discretion from time to time.
- We will notify your Account Administrator of acceptance or rejection of your Credit Application at his or her email address set forth in the application. Any acceptance will, if applicable, include any credit limitations placed on your Customer Credit. If We have any questions, We may contact the Account Administrator via email, telephone or by mail.
- Credit Card Payment.
- Terms and Conditions of Sale.
- Each Online Sale you, or your Authorized Users, make using the Customer Portal are subject to the Terms of Sale posted to the Sites as of the time of each such Online Sale. Any additional or different terms or conditions set forth in any documentation other than Our Terms a of Sale (including any acknowledgements, confirmations, emails or otherwise, whether online, by telephone or otherwise) shall not bind Us unless We expressly agreed in writing making specific reference to the Terms of Sale.
- Our Terms of Sale may be amended from time to time and will become effective when posted to Our Sites with respect to Online Sales made after such posting. All Online Sales are subject to Our approval and acceptance.
- THE CUSTOMER PORTAL, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALL USE OF THE CUSTOMER PORTAL IS “AT YOUR OWN RISK.” COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE CUSTOMER PORTAL OR THE PRODUCTS, SERVICES OR INFORMATION MADE AVAILABLE ON OR THROUGH THE CUSTOMER PORTAL, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. COMPANY DOES NOT REPRESENT OR WARRANT THAT YOUR USE OF THE CUSTOMER PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PRODUCTS, SERVICES OR INFORMATION AVAILABLE ON OR THROUGH THE CUSTOMER PORTAL WILL BE TRUE, ACCURATE, COMPLETE, UP-TO-DATE, OR FREE FROM VIRUSES, MALICIOUS CODE, TYPOGRAPHICAL ERRORS OR ALTERATION BY THIRD PARTIES.
ALL ONLINE SALES THROUGH THE CUSTOMER PORTAL ARE SUBJECT TO THE TERMS AND CONDITIONS OF SALE IN EXISTENCE AT THE TIME OF THE SALE WHICH TERMS AND CONDITIONS OF SALE ARE ACCESSIBLE THROUGH THE CUSTOMER PORTAL.