Slauson Transmission Parts user agreement.

The term "Slauson" as used herein shall mean Slauson and it's affiliates. Please note that ordering parts and/or receiving services from this site is subject to the following terms and conditions. You must be eligible and authorized to use this website and by proceeding on you agree to be bound by these terms and conditions. © Slauson 2007. All rights reserved.

A. SITE USE - Eligibility, License To Slauson and Restrictions

1. Only individuals/entities (excluding minors and Slauson's competitors) involved in the aftermarket transmission repair/rebuilding business desiring to use Slauson's products and/or services are eligible to use this site. The suspension or termination of eligibility of any user for improper use of this site or otherwise shall be at Slauson's sole discretion. All applicable laws and regulations are to be complied with by all users.

2. You agree that all communications, i.e., agreements, disclosures, notices, etc. provided to you by Slauson electronically, including emails and postings on this site, comply with the legal requirements of a writing and by using this site (a) you consent to do business with Slauson electronically (b) certify that you are the person identified by the information provided by you and (c) certify that you have the necessary authority to conduct business on behalf of your employer, if any, which you are accessing this site on behalf of, and (d) agree that any activity involving you may be viewed, monitored and/or recorded by Slauson for deterring fraud or abuse.

3. You certify that you are the person legally associated with any personal identification symbols required to access any portions of this site. Do not use or attempt to access secure portions of this site and attempts to do so will be reported to the applicable authorities.


4. You hereby grant Slauson an irrevokable royalty-free license and right to use, reproduce, modify and create derivative works from and publish and display any information you transmit to this site unless Slauson's Privacy Policy (at http://www.slauson.com/privacy) indicates otherwise. You represent that all rights to such information belong to you and that will not be damaging to Slauson or a third party. You further agree to indemnify and save Slauson harmless for any claims arising from the information supplied. Slauson accepts no responsibility for information supplied by you or other users.

5. This site shall not be used by you to:

a) transmit or publish information which is not legally yours to publish;

b) transmit information which infringes the rights of a third party, e.g., intellectual property rights, e.g., patents, trademark, and copyrights;

c) transmit libelous, defamatory, obscene, hateful or otherwise objectionable information;

d) transmit information that is misrepresentative of the source;

e) transmit unsolicited advertising material or software material such as a virus designed to interfere with the function of any software or hardware;

f) download this site for the benefit of a competitor;

g) utilize or copy Slauson part numbers, descriptions or prices, except to order products from Slauson, or expressly authorized by Slauson;

h) make any derivative use or reproduce, copy or exploit this site or contents, including copying account information without the written consent of Slauson;

i) make any use of any Slauson source identifying symbols, e.g., trademarks, service marks, logos, etc. that is likely to cause confusion as to source, deception or sponsorship or misuse marks owned by other entities which appear on this site; and

j) use any hidden text identifiers utilizing Slauson's identifying symbols without the written consent of Slauson.

B. SITE MODIFICATION

1. Slauson reserves the right at any time and without notice to (a) discontinue the services and products offered on this site, (b) change or update the information, (c) change the terms and conditions as posted on this website and your use of this site constitutes your acceptance of such changes.

2. You acknowledge that the information displayed on this site may not be accurate.

3. Slauson makes no representations with respect to any website that you may access through this site and accepts no responsibility for the information contained in such sites.

C. REGISTRATION

Certain sections of this site may require you to register. If registration is requested, you agree to provide Slauson with accurate, complete registration information. It is your responsibility to inform Slauson of any changes to that information. Each registration is for a single person only, unless specifically designated otherwise on the registration page. Slauson does not permit a) any other person using the registered section under your name; or b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, please notify Slauson immediately by emailing webmaster@slauson.com.

D. DISCLAIMER OF WARRANTIES

The materials on this site are provided "as is" without warranties of any kind either express or implied. To the fullest extent possible pursuant to the applicable law, Slauson and its content providers disclaim all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or other violation of rights. Slauson does not warrant or make any representations regarding the use, validity, accuracy, or reliability of, or the results of the use of, or otherwise respecting, the materials on this site or any sites linked thereto.

E. LIMITATION OF LIABILITY

Under no circumstances, including, but not limited to, negligence, shall Slauson, it's content providers or any third parties mentioned at this site, be liable for any direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of data or profit, arising out of the use, or the inability to use, the materials on this site, even if Slauson has been advised of the possibility of such damages. If your use of materials from this site results in the need for servicing, repair or correction of equipment or data, you assume any costs thereof. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

F. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Slauson, it's officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonably attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your internet account.

G. INDEPENDENT CONTRACTORS

Slauson and you, the user, as parties, are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this agreement.

H. NOTICES

Except as explicitly stated otherwise, any notices s hall be given to Slauson by postal mail at 15407 South Broadway, Gardena, CA 90258, or by e-mail to Webmaster@Slauson.com. Notices shall be given to user, i.e., you, by e-mail at any e-mail address provided to Slauson, or by posting the notice on this site.

I. INTEGRATION CLAUSE

This agreement reflects the complete agreement between you and Slauson concerning the website. This agreement supersedes all prior agreements and representations.

J. SEVERABILITY CLAUSE

If any part of this agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then the rest of this agreement remains fully valid, enforceable, and in effect.

K. TERM AND TERMINATION

This agreement shall remain in effect until termination by one of the parties. Such termination may be affected by written notice to terminate by a party with or without cause and the termination shall be effective upon receipt of the notice by email or otherwise.

L. APPLICABLE LAW AND VENUE

This agreement shall be governed in all respects by the laws of the State of California as if these agreements were entered into and to be performed entirely within California between California residents and you consent to the jurisdiction and venue of any state or federal court located in California and waive any objections thereto.

M. ARBITRATION

Any dispute, controversy or claim arising out of or relating to this Agreement including Slauson's services or products obtained through this site shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association with the controversy submitted to one arbitrator. The controversy shall not be consolidated with a controversy, dispute or claim of any other party. The arbitration shall take place in Los Angeles, California. The parties, i.e., you and Slauson, agree to faithfully observe this Agreement and the Rules and agree to abide by and perform any award rendered by the arbitrator and that a judgment of any court having jurisdiction may be entered on the award. Any arbitration award shall be private and not have effect in any other proceeding involving other parties. Either party may seek any interim preliminary relief from a federal or state court of competent jurisdiction in Los Angeles, California.

N. PURCHASE OF PRODUCTS

For purpose of governing the purchase of Slauson products in addition to the foregoing terms, where applicable, the following additional terms shall apply and in that regard the term Seller means Slauson and Buyer means you.

1. Seller's acknowledgment of a purchase order transmitted by Buyer for the products described in the order (and subject to the terms and conditions contained herein) constitutes Seller's acceptance of the order.

2. Seller's acceptance of an order in writing shall constitute a contract. Your objections to Seller's Terms must be set forth in writing and delivered to Seller prior to Seller's shipment of the Products. A failure to object to a provision in the purchase order (or other communication from Buyer regarding an order) by Seller (including, without limitation, penalty clauses or warranties of any kind), shall not constitute a waiver of Seller's Terms, nor its acceptance of any such provisions. Any terms in the order or any other documents which are different from or in addition to Seller's Terms are rejected unless specifically accepted by Seller in writing. No course of dealing, custom or usage, which is contrary to Seller's Terms, is applicable.

3. Seller reserves the right to correct any typographical or clerical errors in prices, specifications, quotations, or acknowledgments.

O. PRICES, SHIPMENT, DELIVERY, AND INSPECTION

1. Prices (U.S. dollars) are based on F.O.B. point of shipment. Seller's quoted prices are exclusive of freight or delivery charges, insurance or taxes (sales, excise, use, etc.) export or import duties ("delivery costs"). In the absence of an exemption certificate on file, sales tax will be charged on all shipments.

2. Seller shall select the method and carrier for delivery of the Products, however, risk of loss or damage to the Products shall pass from Seller to Buyer upon delivery to a carrier at the point of shipment.

3. Dates of shipment and delivery date stated in the order or Seller's acceptance thereof are estimates only and do not constitute any guarantee that the dates will be met.

4. Buyer shall promptly inspect and accept products when they are received and notify Slauson of any products which are nonconforming within 4 days after receipt by Buyer. Products delivered shall be conclusively deemed accepted and to conform to contract requirements unless specifically rejected.

5. On receipt of notification of rejection, Seller shall make arrangements to have the products returned or have an agent inspect the goods for nonconformity. Otherwise, the inspection will be made when returned to Seller's point of shipment. Upon confirmation that the products are nonconforming, Seller will issue a credit or arrange for replacement.

P. PAYMENTS, TITLE AND SECURITY INTERESTS

1. Payments are due as stated on the invoice and shall be exclusive of any stated deductions for back charges or set-offs, concerning other accounts between Seller and Buyer, which matters shall be settled independently of the payment of the invoice. Claims on account of omissions or shortages in shipment shall not be prejudiced by payment, however, no such claim will be allowed unless made within 4 days after Buyer's receipt of the shipment.

2. Interest at the rate of one and one half percent (1.5%) per month will be charged on any balance beyond its due date.

3. Title to the products shall remain with Seller until it receives payment in full notwithstanding the transfer of loss to Buyer upon shipment and Buyer hereby grants to Seller a security interest in the products until payment in full is received. At Seller's request Buyer shall sign any required financing statements to perfect Seller's security interest.

Q. CANCELLATION

Buyer may cancel by notifying Seller of cancellation at any time prior to shipment. However, after shipment cancellation is allowed only upon Buyer's payment of reasonable restocking, shipping and handling charges as determined by Seller, including any charges described in the Seller's Return Policy.

R. SELLER'S RETURN POLICY

1. Products are not returnable after 90 days of invoice date, and will be subject to a 15% restocking fee if not returned within 30 days of invoice date.

2. Original packaging must be used for return to receive full credit unless other packaging is authorized by seller.

3. Kit components and new electrical components may not be returned after they have been opened.

4. All freight associated with returning the products to Seller is the responsibility of Seller. Risk of loss or damage to the product shall pass from Buyer to Seller upon physical receipt by Seller.