Terms of Use
These are the Terms of Use last updated 07/02/2021.
IMPORTANT: YOU SHOULD READ THE FOLLOWING MATERIAL CAREFULLY.
The following General Terms and Conditions (Terms of Use) are a legally binding contract between you (a Website user or Account holder and registered business) and SPS Industrial, Inc. By using this Website or applying for an Account, you agree to be bound by these Terms of Use, including the Warranty Disclaimers, Limitations of Liability, Mandatory Arbitration, Jury Waiver, and Class Action Waiver below. If you do not agree, you must leave this site immediately and refrain from all further use of this site.
  • ACCOUNT REQUIRED
You must obtain a Business Purchaser Account, Consumer Purchaser Account, or Federal Purchaser Account before you can fully utilize this site. You must not use an Account that does not belong to you or to make an improper purchase. You must not circumvent our Website by using the information you obtain to make purchases without an Account.
  • LICENSE
Prior to obtaining an Account, the only purpose for which you may use this Website is to evaluate whether to apply for an Account.
  • NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of this Website, you warrant that you will not use this Web site for any purpose that is unlawful or prohibited by these terms, conditions, and notices.
When using the Web site, you may not upload or transmit content that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin information provided.
Our Website, names, logos, trademarks, design, software, source code, infrastructure, organization, pricing an availability information, product specifications and collateral, and all other content and information belong to SPS Industrial, Inc. You are not permitted to save, print, write, or make any other record of our Website or its content or information or to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell this Website or its content or information.
In addition, you agree not to:
(i) access, monitor or copy any content or information of this Web site using any data mining, robots, spiders, scrapers or similar data gathering and extraction tools. or any manual process for any purpose without our express written permission;
(ii) violate the restrictions in any robot exclusion headers on this Web site or bypass or circumvent other measures employed to prevent or limit access to this Web site;
(iii) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; or
(iv) frame, link, or deep-link to any portion of this Web site (including, without limitation, the purchase path for any equipment or services) for any purpose without our express written permission.
You represent and warrant that the transmission, distribution, display, performance or publication of any material delivered by or through you will not violate the copyright laws of the United States or any other jurisdiction, unlawfully infringe or interfere in any way with the literary property or rights of another or contain libelous or indecent matter.
Any unauthorized use terminates the permission or license we have granted you. Violation of our policy against unlawful or prohibited use may result in infringement of intellectual property and contractual rights of ours or of third parties which is prohibited by law and could result in substantial civil and criminal penalties.
  • DISCLAIMER; LIMITATION OF LIABILITY
USE OF THIS SITE IS PROVIDED “AS IS, WHERE IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR DAMAGES TO YOU OR YOUR CUSTOMERS FOR ANY DEFICIENCY, ERROR OR INTERRUPTION IN THE SERVICE OR ANY ORDER OF ANY KIND. YOUR SOLE REMEDY IN THE EVENT OF ANY DEFICIENCY, ERROR OR INTERRUPTION SHALL BE TO REQUEST THAT WE CORRECT THE MATTER OR, IF WE FAIL TO DO SO, TO DISCONTINUE USE OF THE SERVICE AT YOUR OPTION.
Our Web site will occasionally experience outages during which you or other users will not be able to login, view or operate our Web site. We do not warrant that this site, its servers, or e-mail are free of viruses or other harmful components. We will not be liable for any damages of any kind arising from the use or unavailability of this site.
We are committed to customer service and satisfaction and will undertake commercially reasonable efforts to assist you in obtaining redress under the terms and conditions OF AGREEMENTS AND WARRANTIES MADE BY OTHER PERSONS, SUCH AS MANUFACTURERS AND SHIPPERS. wE ARE NOT OBLIGATED TO INCUR ANY COSTS OR FEES TO DO SO.
you acknowledge that we do not make any representation or warranty about OR HAVE ANY LIABILITY FOR merchantability, fitness for a particular purpose, product defects or liability, non-infringement, or any other representation or warranty about products obtained using our Services, THE WEBSITE, OR YOUR ACCOUNT. WE HAVE NO LIABILITY FOR PRODUCTS YOU PURCHASE. Your sole remedy in any such case will be against product manufacturers.
YOU ALSO ACKNOWLEDGE THAT WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY ABOUT OR HAVE ANY LIABILITY FOR TRANSIT, SHIPPERS, WAREHOUSERS, DISTRIBUTORS, OR OTHER SUCH PERSONS OR SERVICES. aGAIN, YOUR SOLE REMEDY WILL BE AGAINST PRODUCT MANUFACTURERS.
YOU ACKNOWLEDGE THAT WE DISCLAIM, AND YOU HAVE NOT RELIED UPON, ANY REPRESENTATIONS OR WARRANTIES THAT WE DO NOT EXPLICITLY STATE IN THIS AGREEMENT. WITHOUT LIMITATION, THE CONTENT ON OUR WEBSITE or any of its pages or links does not constitute a representation or warranty to you. WE DO NOT POLICE AND ARE NOT RESPONSIBLE FOR ANY CONTENT, PRODUCT DESCRIPTIONS OR SPECIFICATIONS, OR REPRESENTATIONS OR WARRANTIES PROVIDED BY MANUFACTURERS, SHIPPERS, WAREHOUSERS, DISTRIBUTORS, LOGISTICS COMPANIES, ACCOUNT USERS, OR OTHER PERSONS.
  • LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OR OUR OR THEIR AGENTS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF THIS WEBSITE OR ANY ACCOUNT OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE OR ANY ACCOUNT, OR FOR ANY INFORMATION, EQUIPMENT, PRODUCTS, AND SERVICES OBTAINED THROUGH THIS WEBSITE OR ANY ACCOUNT, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEBSITE OR ANY ACCOUNT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE, OUR AFFILIATES, OR OUR OR THEIR AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. FURTHERMORE, OUR MAXIMUM LIABILITY TO YOU WILL BE FOR A REFUND OF AMOUNTS PAID BY YOU TO US FOR THE GOODS OR SERVICES THAT ARE THE BASIS OF YOUR DAMAGES.
  • NOTICES/ELECTRONIC COMMUNICATIONS.
When you visit our Website, join our email list, or send e-mails to us or register for an Account, you are communicating with us electronically. You consent to receive communications from us electronically. You may opt out of email advertisements via your Account or by emailing: support@spsindustrial.com or by US Mail to: 1121 SE Ocean Blvd Stuart Fl 34996.[BM1]
We may communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Any notice, submission, order or other document which may be given by you or us under this Agreement shall be deemed to have been duly given if sent electronically, or in writing and left at or sent by pre-paid recorded delivery post, or facsimile transmission (confirmed by letter sent by pre-paid recorded delivery post) to each party’s principal or registered office to which notices and other documents may be sent.
Any such communication shall be deemed to have been made to the other party when actually delivered, or received. If delivery or receipt occurs outside of Business Days and Business Hours, or is later than 5 p.m. local time, in the place of time of delivery, notice will be deemed to have been duly given at the commencement of business on the next day when business is carried out.
If you post information or submit material, and unless we indicate otherwise, you grant us a nonexclusive, royalty-free, perpetual, irrevocable right to use, reproduce, distribute, and display such information for any purpose, including with affiliates, agents and vendors for the purpose of providing the services. You represent and warrant that you own or otherwise control all of the rights to the information that you post; that the content is accurate; that use of the information you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify us and our affiliates and vendors and our and their agents and employees for all claims resulting from information you supply. We take no responsibility and assume no liability for any information posted or provided by you or any third party.
  • TERMINATION.
In the event that we learn of, or have reasonable grounds to suspect, that your registration information is inaccurate, or that activity in violation of these Terms & Conditions has occurred within your Account, we can suspend or terminate all access to your Account or the services to be provided without notice and refuse to authorize its future use. Repeated violations of these Terms & Conditions will result in immediate termination. In addition, We reserve the right to discontinue the Services at any time without reason or advance notice to you.
  • SOFTWARE AVAILABLE ON THIS WEBSITE
Any software that is made available to download from this Web site (“Software”) is the copyrighted work of us or third party licensors who provide the Software to us. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies, or is included with, the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. For any Software not accompanied by a License Agreement, we hereby grant to you, the user, a personal, nontransferable license to use the Software for viewing and otherwise using this Web site in accordance with these terms and conditions and for no other purpose. Without limiting the foregoing, copying or reproduction of the Software to any other server or location for further reproduction or redistribution is expressly prohibited. The Software is warranted, if at all, only according to the terms of the License Agreement.
You acknowledge that the Software and any accompanying documentation and/or technical information are subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.
  • COPYRIGHT AND TRADEMARK NOTICES
This Web site and its contents are protected under copyright laws of the United States and other countries. Copyright © 2021 SPS Industrial, Inc. All Rights Reserved. SPS Industrial Inc and our logos are trademarks of SPS Industrial, Inc.
Our trademarks may not be used in connection with any product or service that is not provided by us, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits SPS Industrial, Inc., our partners or affiliates, the products and services offered or procured on this Web site or using your Account, or any of the suppliers, manufacturers, or other providers whose goods and services we may offer from time to time, or this Web site.
All other trademarks not owned by us that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us or its affiliates.
You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of this Web site so long as the link does not portray our Web site, our vendors, or our or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use our logo or other proprietary graphic or trademark as part of the link without express written permission.
  • LINKS TO THIRD-PARTY SITES
This Website may contain hyperlinks to Web sites operated by parties other than us. Such hyperlinks are provided for your reference only. We do not control such Web sites and are not responsible for their contents or your use of them. Our inclusion of hyperlinks to such Web sites does not imply any endorsement of the material on such Web sites or any association with their operators.
You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of us or our vendors without our or their express written consent. You may not use any meta tags or any other “hidden text” utilizing the Web site name or trademarks without our express written consent.
We have not tested and make no representations regarding the correctness, performance or quality of any software found at any such third-party sites. You should research and assess the risks which may be involved in accessing and using any software on the Internet before using it.
  • PROCEDURE FOR MAKING COPYRIGHT INFRINGEMENT CLAIMS
We and our affiliates and agents respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us the written information specified below. Please note that this procedure is exclusively for notifying us and its affiliates that your copyrighted material has been infringed.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on this Web site or through this service, you may notify our copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement:
• A physical or electronic signature of a person authorized to act on behalf of the copyright owner Identification of the copyrighted work claimed to have been infringed.
• Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit us to locate the material.
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address.
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The above information must be submitted as a written notification to the following Designated Agent:
Service Provider(s): ___________[list Web sites]
Name of Agent Designated to Receive Notification of Claimed Infringement: [Steve Sarno]
Address of Designated Agent: ___________ Attn: DMCA Office
Telephone Number of Designated Agent: _321-251-8156__________
Email Address of Designated Agent: ____support@spsinudstrial.com_______
WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
This information should not be construed as legal advice, for further details on the information required for valid DMCA notifications, see 17 U.S.C.A. 512(c)(3).
NOTE: This information is provided exclusively for notifying the service providers referenced above that your copyrighted material(s) might have been infringed. All other inquiries, including technical requests, reports of email abuse and third party reports of piracy, will not receive a response through this process.
  • MODIFICATION OF THESE TERMS OF USE
We reserve the right to change the Terms of Use by updating this Page, and by continuing to use the Website after an update, you agree to be bound by those Terms of Use. We may post a courtesy reminder of the last date on which these Terms of Use were updated, but it is your responsibility to monitor this Page for updates.
  • RELATIONSHIP OF THE PARTIES
You agree that no joint venture, partnership, employee-employer, franchiser-franchisee, or agency relationship exists between you and us as a result of this Agreement or use of this Web site.
  • INDEMNITY
You indemnify, defend, and hold harmless SPS Industrial Inc. and its shareholders, officers, directors, employees, contractors, agents, representatives and other such persons from any and all claims, losses, and costs and attorney fees arising out of, under or in connection with any third party claims relating to (i) content, whether of an editorial, advertising or other nature, (ii) the provision, use, alteration or distribution of the content, the accessibility to the content or the exchange of information over the Internet in connection the content, including copyright infringement, libel, indecency, false light, misrepresentation, invasion of privacy or image or personality rights, and (iii) statements or other materials made or made available by readers of the content or by persons to whom the content is linked by you or at your request.
  • SEVERABILITY
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and Agreement shall continue in effect.
  • DISPUTE RESOLUTION
We each agree to first contact each other with any Disputes and provide a written description of the problem, relevant documents and supporting information, and the proposed resolution. We each will have forty-five (45) days after written notice to accept the requested resolution, propose an alternative, or proceed to arbitration.
A “Dispute” is any claim or controversy against each other that relates to or arises out of this Agreement, your Account, any goods or services purchased from or provided by us or any manufacturer, or any other dispute arising at any time during or after the term of this Agreement. A Dispute includes claims against our members, shareholders, directors, officers, employees, agents, affiliates, or other representatives or that we bring against you or any of your members, shareholders, directors, officers, employees, agents, affiliates, or other representatives. It also includes but is not limited to claims related in any way to or arising out of in any way any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory.
  • MANDATORY ARBITRATION
Any Disputes that are not resolved within the forty-five (45) day resolution period shall proceed to arbitration. WE EACH AGREE THAT WE WILL ONLY PURSUE ARBITRATION ON AN INDIVIDUAL BASIS AND WILL NOT PURSUE ARBITRATION ON A CLASS-WIDE OR CONSOLIDATED BASIS. This agreement to arbitrate is intended to be broadly interpreted. In arbitration, there is no judge or jury. However, just as a court would, the arbitrator must honor the terms and limitations in the Agreement and can award damages and relief, including any attorneys’ fees authorized by law. The arbitrator’s decision and award is final and binding, with some exceptions under the Federal Arbitration Act (“FAA”), and judgment on the award may be entered in any court with jurisdiction. The FAA applies to this Agreement and arbitration provision, provided that Florida law governs arbitration procedure. We each agree that the FAA’s provisions—not state law—govern all questions of whether a dispute is subject to arbitration. Arbitration will be conducted by a single, neutral arbitrator and will take place in St. Lucie County, Florida. The rules of the American Arbitration Association and the Florida Arbitration Code shall apply.
  • Exceptions To Our Agreement To Arbitrate Disputes
Without waiving our right to enforce arbitration or jurisdiction and venue, we may pursue litigation in court to: (1) bring a claim against you to obtain payment for goods or services rendered; (2) seek injunctive relief against you; (3) enforce a settlement, arbitration award, or judgment against you; or (4) file a crossclaim, impleader, or contribution against you.
  • No Class Actions
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.
  • No Trial By Jury
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.
  • APPLICABLE LAW, JURISDICTION, AND VENUE
This Agreement is governed by the laws of the State of Florida, USA. You hereby consent to the exclusive jurisdiction and venue of the state or federal courts in St. Lucie County, Florida, for all actions between us filed in court.
  • IMPROPERLY FILED CLAIMS                                                                           
All claims filed or brought contrary to the above shall be considered “Improperly Filed Claims.” Should you file a claim contrary to the above provisions, we shall recover reasonable attorneys’ fees and costs, provided that we notify you in writing of the Improperly Filed Claim, and you have failed to promptly withdraw the claim.
  • ENTIRE AGREEMENT
This Agreement (which includes the Privacy Policy and your Account agreement if you apply for an Account) constitutes the entire agreement between the you and us with respect to this Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect to this Web site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Headings are for reference purposes only and do not limit the scope or extent of such section.
Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of our right to comply with law enforcement requests or requirements relating to your use of this Web site or information provided to or gathered by us with respect to such use.
Our failure to exercise or enforce any right hereunder, with respect to a breach by you or your designated agents, shall not be deemed to be a waiver of any such right nor operate so as to prevent the exercise or enforcement thereof or of any other right on any other occasion. Any rights not expressly granted herein are reserved.
IMPORTANT: If you do not agree to the Terms of Use stated above, you must leave this site immediately and refrain from all further use of this site.