1. Permitted Uses.
Sterling provides an interactive online website consisting primarily of electric motors and power transmission products it offers for sale. As a condition of your use as an End User, you agree that:
- you are a business or individual employed by a business;
- you possess the authority to create a binding legal obligation;
- your use of the website will at all time comply with the terms of this agreement;
- if you elect to create an account, you:
- may create only one account for your company;
- may make only purchases on our website for your business or your employer’s business;
- must safeguard your password and supervise the use of your account and understand and agree that you are responsible for the use of your account and that no one else may use your account.
- you have the right to provide any and all information you submit to our website and all such information is accurate, true, current and complete.
2. Availability of the Website.
You acknowledge that there may be interruptions in service or events that are beyond our control which will affect your availability of our website. While every reasonable effort is made to keep the website accessible, the website may be unavailable from time to time for any number of reasons including, without limitation, routine maintenance. You understand and agree that due to circumstances both within and without our control, website access may be interrupted, suspended or terminated. Further, we retain the right at our sole discretion to deny service or access to our website to anyone or any account, at any time and for any reason.
3. Ownership of the Website.
The content and information on our website as well as the infrastructure used to provide it is proprietary and belongs exclusively to Sterling. You agree not to modify, copy distribute, transmit, display, perform, reproduce, publish, license, transfer, sell or re-sell any information, content, products or data obtained from or through our website.
4. Transmission of Information.
Since it is not possible to control the security of the internet or other networks you use to access our website or communicate with us, we cannot and will not be responsible for the security of information that you choose to communicate with us while it is being transmitted, nor are we responsible for any data lost during transmission.
5. Your Conduct on our Website.
- submitting information known to be inaccurate, falsifying information or committing fraud.
- accessing or attempting to access data not intended for you.
- interfering with the proper functioning of any part of our website and any and all functions and services we provide.
- attempting to test the security or configuration of our website or to breach our security.
- attempting to interfere with the service to any user in any manner.
- using our website or any of its contents for any other commercial, political or personal purpose or to compete directly or indirectly with Sterling.
- reselling or re-purposing your access to our website or any purchases made through our website.
- using our website or any of its resources or content to solicit end users, merchants or other business affiliates of Sterling to become users or affiliates of other online or offline services directly or indirectly in competition with or potentially in competition with Sterling.
- using information from our website for any commercial purpose.
- monitoring, accessing or copying any content or information for our website by any and all means without our express written consent.
- acting illegally, wantonly or maliciously against the business interests of Sterling.
6. Creating an Account on our Website.
If you create an account on our website, you may only create and hold one account that you are solely responsible for managing. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person or business. If you violate any of these limitations we may terminate your account and, in addition, you may forfeit any other privileges which may be available therein. If we terminate your account, you may not re-enroll or join under a new account unless we expressly invite you. If you commit fraud or falsify information in connection with your use of our website or in connection with your account, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer to pursue any and all legal remedies available under the law. By creating an account you acknowledge that you have been authorized by your employer/company to act on behalf of your employer/company and that in the event your employment is suspended or terminated that you will immediately provide Sterling with notice thereof.
7. Terms of Sale.
Acceptance of your order is subject to the following terms and conditions as well as the condition of sale stated in our Price Book, which may not be superseded or modified in any manner by the terms of your purchase order unless specifically agreed to in writing by Sterling ;
* WARRANTY — Sterling warrants that its products will be of the kind and quality described in the specifications established at the time of purchase. The warranty shall be for a period of one year or two years depending upon the product purchased from the date of shipment.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. STERLING SHALL BE LIABLE AND THIS WARRANTY RELATES ONLY TO ITS PRODUCTS. STERLING SHALL NOT BE LIABLE, UNDER ANY LEGAL THEORY OF LAW FOR LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFIT, OR FOR DAMAGES, ACTUAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE. Sterling is not liable for any damage to its products or injury to persons or property, whether employees, agents, contracts or third parties, resulting from abuse, improper installation or storage, product alteration or modification, use other than that for which the product was originally manufactured and sold, or through operating its products above the product rated load, either intentionally, negligently or otherwise. Further Sterling shall not under any circumstances, be liable for acts, whether by fault, negligence, or wrongful acts or otherwise, of the Purchaser, its employees, agents, contractors or other parties or suppliers.
In the event of product failure, if Purchaser fails to comply with Sterling’s warranty, terms of sale, or the products guidelines for operation, or fails to permit Sterling to inspect the product before tampering, repairing, modifying or altering the product in any way, or fails to maintain the product in “as is” shipped condition in storage, Sterling’s liability under its warranty shall immediately terminate.
* CHANGE OF PRICES/ORDERS — There is a charge of $50.00 on all orders. Change orders requested by the Purchaser after order has been entered shall incur a minimum charge of $50.00 and such other charges as necessary to effect the change order, including but not limited to, charges re-engineering, drafting, new or scrapped parts and Price Book modifications caused by the change order. In the event of a price change, prices on the unshipped portions of all orders are subject to the price in effect at the time of shipment. Any exceptions to these terms are stated in the Price Book Conditions of Sale.
* SHIPPING AND STORAGE — Products shall be shipped f.o.b. point of shipment, no freight allowed. Shipping methods or carriers are at the sole discretion of Sterling. Date of shipment shall be the date shown on the bill of lading for receipt of shipment by the initial carrier. Sterling is not responsible for any damage incurred during delivery by common carrier. If damage occurs during delivery, Purchaser’s sole remedy is to file a claim against the carrier. All storage claims must be filled within ten (10) days of the receipt of shipment. Special storage preparation is recommended for products that will not be put in service within ninety (90) days of shipment. Additional charges for this service are specified in the Price Book Conditions of Sale. Failure to request such storage preparation will void the warranty on products stored over ninety days.
* TERMS OF PAYMENT — Unless otherwise arranged, terms of payment are cash in full within thirty (30) days of invoice date. Payment will be made in U.S. Currency. Late payments shall incur a charge of 1Î©% per month on the unpaid balance, but not to exceed the maximum permitted by law. If at anytime in Sterling’s judgment the Purchaser is, may be or may become unable or unwilling to meet the terms of payment specified, Sterling may require satisfactory assurances, including but not limited to, immediate payment, full or partial payment or other terms, as a condition to commencing or continuing to manufacture a product, or making shipment, and may, if shipment has been made, recover the product(s) from the carrier, pending receipt of such assurances.
* CANCELLATION — Cancellation of this order may be made by written notice to Sterling provided that payment of costs incurred by Sterling to the time such notice is received is made by Purchaser.
* DELIVERY/DELAY — Shipping dates are estimates and are based upon prompt receipt of all necessary information. Sterling shall not be liable for delay due to causes beyond its reasonable control, including but not limited to, acts of God, acts involving government intervention, acts or regulations of the federal or state governments, acts of commission or omission by the Purchaser, acts of civil disobedience or military deployment, fires, strikes, blizzards, earthquakes, tornadoes, floods, epidemics, quarantines, restrictions imposed by law or otherwise, war, riots, delays in transportation services, shortages, and inability, due to reasons beyond its reasonable control, to obtain necessary labor, materials or manufacturing facilities. . In the event of any such delays, the date of the delivery shall be extended for a period equal at least to the time lost by reason of the delay and its consequences. Purchaser shall pay such additional charges caused by the Purchaser’s request, modification or addition to its order. Sterling to apply those prices and price policy clauses in effect as of the date said order is finally released.
* TAXES — The Sterling prices do not include sales, use, excise, license or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise, license or other similar tax applicable to the sale of its product, parts or accessories hereunder shall be paid by the Purchaser, or in lieu thereof the Purchaser shall provide Sterling with a tax exemption certificate acceptable to the taxing authorities.
* TITLE — The title and right of possession of the product, parts or accessories sold hereunder shall remain with Sterling and such equipment shall remain its personal property until all payments hereunder (including deferred payments, whether evidenced by notes or otherwise), interest, and late fees shall have been made in full in cash at which time title shall pass to Purchaser. Purchaser agrees to do all acts necessary to protect and maintain such right and title in Sterling’s name.
* WAIVER/INDEMNITY — No waiver or modification of any of these terms and conditions of sale shall be valid unless it is made in writing and signed by both Sterling and Purchaser. Failure by the Company to enforce any right possessed under the foregoing terms and conditions shall not constitute a waiver thereof nor shall it invalidate all other terms of sale. Purchaser shall hold Sterling harmless for all loss, cost or expense, including reasonable attorney fees, for improper use or application of its product as to Purchaser’s employees, agents, contractors and other third parties arising out of any breach of these Conditions of Sale or negligent act.
* LAWS/LIMITATIONS — The Company will comply with all applicable Federal, State and local laws, and hereby represents that any goods to be delivered hereunder will be produced in compliance with the law. If there is any dispute, claim, or lawsuit arising under this agreement, the laws of the State of Indiana shall govern the validity, interpretation and enforcement of this agreement. Venue shall be in the State of Indiana. No action, regardless of form, arising out of the sale or use of the products which are the subject of this agreement may be brought by either party more than one year after the cause of action has accrued, except on action for non payment of the purchase price brought within one year after the last payment due date. In the event of collection, Purchaser agrees to pay all costs of collection including reasonable attorney fees and to stipulate that jurisdiction shall be in the courts of State of Indiana and venue shall be in Marion or Hamilton Counties.
* PATENTS/ DEFENSE OF THIRD PARTY PATENT CLAIM — If Purchaser receives notice of the assertion of any claim, the commencement of any suit, action or proceeding, or the imposition of any penalty or assessment by a third party in respect to a patent infringement of any United States Patent, (a “Third Party Patent Claim”), Purchaser shall provide prompt written notice of the Third Party Patent Claim to Sterling, but in no event not later than thirty (30) calendar days after receipt of such notice of Third Party Patent Claim. The failure of Purchaser to notify Sterling of a Third Party Patent Claim as provided herein will relieve Sterling of any indemnification responsibility, except to the extent, if any, that such failure does not materially prejudice the ability of Sterling to defend such Third Party Patent Claim. In such latter event, Sterling may at its option assume its indemnification responsibility but shall not be required to do so. Sterling shall have the right to control the defense, compromise or settlement of the Third Party Patent Claim with its own counsel if it undertakes indemnification.
If Sterling does not undertake the defense, compromise or settlement of a Third Party Patent Claim as provided herein, Purchase shall have the right to control the defense or settlement of such Third Party Patent Claim with counsel of its choosing, provided however, that Purchaser will not settle or compromise any Third Party Patent Claim without Sterling’s prior written consent unless the terms of such settlement or compromise release Sterling and Purchaser from any and all liability with respect to the Third Party Patent Claim.
Notwithstanding the above, in the event of patent infringement, Sterling may at its option and its expense, either procure for Purchaser the right to continue using said product or part or replace such product with a non-infringing product or part, or modify such product or part so that it is non-infringing or remove such product or part and refund the purchase price and the transportation and installation costs thereof.
8. Modification of this Agreement.
9. Copyright and Trademarks.
Everything located on or in our website is the exclusive property of Sterling or is being used with permission. Therefore, ANY COPYING, DISTRIBUTING, POSTING, TRANSMITTING, LINKING OR MODIFYING OF OUR WEBSITE WITHOUT THE EXPRESS WRITTEN PERMISSION OF STERLING IS STRICTLY PROHIBITED. Any violation of this agreement may subject you to civil and/or criminal penalties for copyright, trademark or intellectual property right infringement.
Our website contains copyrighted material, trademark and other proprietary information including but not limited to text, photographs, video, graphics, sound and the entire content of the website are protected by copyright as a collective work under the copyright laws of the United States. You may not modify, publish, transmit, participate in the transfer or sale, or in any way exploit any of the content in whole or in part. Except as otherwise expressly stated under copyright, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express written permission of Sterling or the copyright owner is permitted. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.
You further agree that you will not upload, post, or otherwise make available on our website any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Sterling does not have any express burden or responsibility to provide you with any information, markings or other data that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damages resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such transmission. By submitting material to our website, you warrant that the owner of such material has expressly granted us the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material worldwide and/or incorporate it in other works in any form, media or technology now known or hereafter developed so long as such copyright exists. You also permit any other end user to access, view, store or copy, publish and distribute any material that you make available on your website.
10. Disclaimer of Warranty.
YOU EXPRESSLY AGREE THAT USE OF THIS WEBSITE IS AT YOUR SOLE RISK. NEITHER STERLING, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, PROVIDERS, LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. ALSO THEY DO NOT MAKE ANY WARRANTY AS TO (1) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, OR (2) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS WEBSITE. THE WEBSITE IS MADE ACCESSIBLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. STERLING DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THOSE OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability.
12. Dispute Resolution.
Sterling will make every reasonable effort to resolve any disagreements that you may have with us. If those efforts fail, by using our website you agree that any claim, dispute or controversy you may have against us arising out of, relating to or connected in any way with this Agreement or this website shall be resolved exclusively by final and binding arbitration conducted before a single arbitrator located in Indianapolis, Indiana.
13. Indemnification and Release.
You agree to defend, indemnify and hold harmless Sterling, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses including attorney fees arising out of or related to any products or services purchased by you in connection with the website or any use of the website in violation of these Terms. You are solely responsible for your activities on the website. To the extent permitted under applicable laws, you hereby release Sterling from any and all claims or liability related to any product or service offered and any conduct or speech, whether online or offline.
15. Choice of Law.
16. Additional Disclosures.
No waiver by Sterling or you of any breach or failure to exercise any right allowed under this agreement is a waiver of any preceding or subsequent breach or default of a waiver or forfeiture of any similar or future rights under our Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of our Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not effect the enforceability of another provisions contained in this Agreement, and the remaining portions of our agreement shall continue in full force and effect.
Our corporate address is:
Sterling Electric, Inc.
7997 Allison Ave
Indianapolis, IN. 46268
For Customer Contact/Support: www.sterlingelectric.com