CSA reserves the right to modify in whole or in part, or temporarily or permanently discontinue, any Website or any products, services or content contained on a Website for any reason and at any time and without notice to you. Should you be unable to locate an item you saw on a previous visit to our Websites, please contact our Customer Service department and we will make every effort to meet your needs.
CSA periodically schedules system downtime for maintenance and other purposes and the Website may be unavailable due to unplanned system outages or circumstances outside of CSA's control. CSA shall have no liability to any user or third party whatsoever for the resulting unavailability of a Website or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, misdelivery, or non-delivery of information caused by such system outages.
CSA has made every effort to accurately display the products featured on the Websites. However, the colors we use and the capabilities of your computer monitor will affect the colors you see on your screen. We cannot guarantee that your monitor's display of any color, texture, or merchandise details will be accurate.
We attempt to provide the most recent, accurate, and reliable information on our Websites. However, there may be occasions when information featured on our Websites may contain typographical errors, incomplete data, inaccuracies, or items featured on the Websites that are no longer in stock. We do not warrant that the information accessible via these Websites is accurate, complete or current. Any errors are unintentional and we apologize if erroneous information is reflected in merchandise price or item availability, or in any way affects your individual order. We reserve the right to correct errors and to update product information at any time.
The Websites may utilize both secure and non-secure sections and pages. CSA uses commercially reasonable security protocols to protect the transmission of data submitted using the secure portions of the Website. Before submitting any sensitive data using the Website, be sure your web browser displays a secure web address beginning with "https://..." CSA cannot guarantee that unauthorized third parties will never be able to defeat the security measures employed by CSA. Although we cannot guarantee that our systems are 100% secure 100% of the time, we periodically update our technology in order to improve the protection of customer information.
CSA, its affiliates or its third party licensors own all copyrights, trademarks, trade dress and other intellectual property contained on the Websites or contained in email correspondence you may receive through a Website ("Content"). Content includes images, illustrations, designs, icons, photographs, trademarks, logos, text, software, sounds and the arrangement of Content on the Websites as a whole. You shall not use any Content for any purpose without the prior written consent of CSA or the respective owner of such Content.
You agree to use the Websites only for lawful purposes. You agree not to do any of the following: (a) communicate to CSA or upload to or transmit on a Website any defamatory, indecent, obscene, harassing, violent or otherwise objectionable material, or any material that is, or may be, protected by copyright, without permission from the copyright owner; (b) use a Website to violate the legal rights (including the rights of publicity and privacy) of others or to violate the laws of any jurisdiction; (c) intercept or attempt to intercept electronic mail not intended for you; (d) misrepresent an affiliation with any person or organization; (e) restrict or inhibit use of a Website by others; (f) upload or otherwise transmit files that contain a virus or corrupted data; (g) collect information about others (including email addresses) without their consent (h) download a file or software or include in a message any software, files or links that you know, or have reason to believe, cannot be distributed legally over a Website or that you have a contractual obligation to keep confidential (notwithstanding its availability on a Website); (i) post "spam", transmit chain letters or engage in other similar activities; or (j) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of a Website, or which, as determined by CSA, may harm CSA or users of a Website or expose them to liability.
You understand and acknowledge that you are responsible for whatever content you submit, and you, not CSA, have full responsibility for such content, including its legality, reliability and appropriateness. By uploading or otherwise transmitting material to CSA or to any area of a Website, you warrant that the material is your own or is in the public domain or otherwise free of proprietary or other restrictions and that you have the right to communicate it to CSA and/or post it to a Website. You grant to CSA the right to use all content you upload or otherwise transmit to CSA or a Website in any manner CSA chooses, including, but not limited to, copying, displaying, performing or publishing it in any format whatsoever, modifying it, incorporating it into other material or making a derivative work based on it.
CSA reserves the right, but does not assume any responsibility, to (a) remove any material posted on a Website which CSA, in its sole discretion, deems inconsistent with the foregoing commitments, including any material CSA has been notified, or has reason to believe, constitutes a copyright infringement; and (b) terminate any user’s access to all or part of a Website. However, CSA can neither review all material before it is posted on a Website nor ensure prompt removal of objectionable material after it has been posted. Accordingly, CSA assumes no liability for any action or inaction regarding transmissions, communications or content provided by third parties. CSA reserves the right to take any action it deems necessary to protect the personal safety of users of a Website and the public; however, CSA has no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.
Your failure to comply with the above provisions may result in the termination of your access to the CSA Website and may expose you to civil and/or criminal liability.
Portions of the Websites may allow users to submit product reviews and CSA welcomes user and customer comments regarding the Websites and CSA products and services. However, any non-personal information you transmit to CSA through a Website is not, and will not be treated as private, confidential or proprietary. We may make unrestricted use of any non-personal information you transmit to CSA through a Website.
Should you post any review on a Website, you grant CSA and its third party marketing and advertising partners the right to use, publish, republish, and distribute that review, or portions thereof, online, in product catalogs and other marketing and advertising materials.
CSA welcomes feedback, questions and comments about its products, services and its Websites. As a general policy, CSA does not accept unsolicited ideas for products or services through the Websites. All communications and other materials (including, without limitation, unsolicited ideas, photographs, drawings, suggestions, or materials) you send to a Website by e-mail or otherwise will upon submission become the sole and exclusive property of CSA and may be used by CSA for any purpose whatsoever, commercial or otherwise, without compensation to you.
Furthermore, by joining, subscribing or submitting information to CSA through a Website, you expressly grant CSA, its affiliate, or third party service provider the right to communicate with you via e-mail, mail, fax or telephone.
You are also responsible for maintaining the confidentiality of your account information and password and for restricting access to such information and to your computer. You agree to accept responsibility for all activities that occur under your account or password. CSA reserves the right to suspend or cancel any user account for any other reason in its sole and absolute discretion.
CSA does not assume any liability for the materials, information and opinions provided on, or available through, the Website or any other CSA web site (Site Content). Reliance on the Site Content is solely at your own risk. CSA disclaims any liability for injury or damages resulting from the use of any Site Content.
THE WEBSITES, THE CONTENT AND THE PRODUCTS AND SERVICES PROVIDED ON OR AVAILABLE THROUGH ANY WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. NEITHER CSA NOR ANY PERSON ASSOCIATED WITH CSA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY, OR AVAILABILITY OF ANY WEBSITE. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, NEITHER CSA NOR ANYONE ASSOCIATED WITH CSA WARRANTS OR REPRESENTS THAT ANY WEBSITE, ITS CONTENT OR THE SERVICES PROVIDED ON OR THROUGH SUCH WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE WEBSITES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE WEBSITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. CSA DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
IN NO EVENT WILL CSA OR ITS LICENSORS OR CONTRACTORS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, ANY WEBSITE, ITS CONTENT, ANY SERVICES PROVIDED ON OR THROUGH SUCH WEBSITE OR ANY LINKED SITE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN ANY WEBSITE OR ITS CONTENT, WHETHER OR NOT THERE IS NEGLIGENCE BY CSA AND WHETHER OR NOT CSA HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
This Policy, and CSA's collection and use of customer information, shall be governed and interpreted in accordance with the laws of the United States and the State of Wisconsin.
Any dispute of any sort that might arise between CSA and you, including without limitation any matters or disputes relating to or arising from the use of or access to any Website in connection with any purchase or use of any product, service, or information offered or made available through CSA, or arising from or relating to any communication between you and CSA or its agents, will be determined by binding arbitration before a single, neutral arbitrator administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration will be Milwaukee, Wisconsin and the arbitration will be conducted in English. Judgment on any arbitration award may be entered in any court of competent jurisdiction, and the parties intend that it will be enforceable in accordance with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Any claim by you with respect to any transaction must be initiated within one year after the cause of action has arisen. CSA and Customer both agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
These Standard Terms and Conditions of Sale (these "Terms"), constitute an offer for the sale by Carl Stahl American Lifting, Inc. and/or its affiliates ("CSA") of products through www.carlstahl-hebetechnik.us (the "Website") to the customer purchasing such products through the Website ("Customer"). If these Terms are deemed an acceptance of a prior offer by Customer, such acceptance is limited to the express terms contained in these Terms. Customer's acceptance of this offer is limited to the terms, covenants and conditions contained in this offer. CSA hereby objects to and rejects any additional, different or varying terms proposed by Customer. Such proposal of additional, different or varying terms by Customer will not operate as a rejection of CSA's offer, and CSA's offer will be deemed accepted without such additional, different or varying terms. Customer's assent to these terms and conditions shall be presumed from Customer's receipt of CSA's acknowledgment, or from Customer's acceptance of all or any part of the products ordered. CSA reserves the right to accept or reject any order. THESE TERMS CONSTITUTE THE FINAL EXPRESSION OF THE AGREEMENT BETWEEN CSA AND CUSTOMER REGARDING THE PRODUCTS AND IS A COMPLETE AND EXCLUSIVE STATEMENT OF THAT AGREEMENT. ANY TERMS, CONDITIONS, NEGOTIATIONS OR UNDERSTANDINGS WHICH ARE NOT CONTAINED IN THESE TERMS WILL HAVE NO FORCE OR EFFECT UNLESS MADE IN WRITING AND SIGNED BY CUSTOMER AND AN AUTHORIZED OFFICER OF CSA. CSA's sales representatives are without authority to change, modify or alter these Terms.
The prices displayed on the Website: (a) are in U.S. Dollars, EXW (INCOTERMS 2010) the location designated by CSA; (b) are available for orders placed through the Website; (c) do not include freight, handling fees, taxes and/or duties; and (d) are subject to change or correction at any time and without notice.
Customer is responsible for payment of all applicable taxes, fees and costs including without limitation any manufacturer's tax, retailer's occupation tax, use tax, sales tax, excise tax, value added tax, duty, customs agent or broker fees, inspection or testing fee, freight costs, packaging, loading, unloading, insurance, consular fees or any other tax, fee or charge of any nature whatsoever, including without limitation interest, imposed on, in connection with or measured by any transaction between CSA and Customer, in addition to the prices quoted or invoiced.
Payment is due upon Customer's submission of an order. All payments must be made in U.S. dollars through the Website. CSA has the right of set-off and deduction for any sums owed by the Customer to CSA.
CSA will deliver the products EXW (INCOTERMS 2010) the location designated by CSA. All risk of loss, damage or delay will pass from CSA to Customer upon CSA's delivery of the products at the delivery point. Title to the products will not pass until full payment therefor has been received by CSA. Partial shipments will be permitted. All delivery dates are approximate. Delivery dates given by CSA are based on prompt receipt of all necessary information regarding the order. CSA will use reasonable efforts to meet such delivery dates, but does not guarantee to meet such dates. Failure by CSA to meet any delivery date does not constitute a cause for cancellation and/or for damages of any kind. Time for delivery will not be of the essence. Claims for shortages or other errors must be made in writing to CSA within 10 days after CSA's delivery. Failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by Customer.
CSA may charge a shipping and handling fee (including without limitation internal handling and related costs) on each order which is applied at time of order and reflected on Customer's invoice. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation expedited same day delivery, less than truckload (LTL) shipments, air freight, freight collect, export orders, hazardous materials, Customer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by Customer. Fuel surcharges may be applied. If any product is damaged in transit, Customer's only recourse is to file a claim with the carrier.
No products may be returned to CSA without CSA's prior, written authorization. Products may be returned only on the terms or conditions specified in such authorization. CSA does not take title to returned products until received by CSA at the applicable return location. Returned products must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Orders for undelivered products may be cancelled by Customer only upon written approval of an authorized representative of CSA. Cancellations and returns may be denied or made subject to restocking fees and other charges by CSA. Customer may not change its order or any part thereof without the prior, written consent of an authorized representative of CSA. CSA reserves the right to change the price, terms of payment and delivery dates for any products affected by any changes to which it consents.
Any dispute of any sort that might arise between CSA and Customer, including without limitation any matters or disputes relating to or arising from the purchase or use of any product, service, or information offered or made available through CSA, or arising from or relating to any communication between Customer and CSA or its agents, will be determined by binding arbitration before a single, neutral arbitrator administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration will be Milwaukee, Wisconsin and the arbitration will be conducted in English. Judgment on any arbitration award may be entered in any court of competent jurisdiction, and the parties intend that it will be enforceable in accordance with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Any claim by Customer with respect to any transaction must be initiated within one year after the cause of action has arisen. CSA and Customer both agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
CSA WARRANTS TO CUSTOMER THAT, AT THE TIME OF DELIVERY, THE PRODUCTS MANUFACTURED BY CSA WILL SUBSTANTIALLY CONFORM TO THE SPECIFICATIONS FOR SUCH PRODUCTS SET FORTH ON THE WEBSITE. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING SENTENCE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY CSA. CSA DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
In addition to the products manufactured by CSA, the Website also lists products available for sale that were procured by CSA from third parties ("Third Party Products"). Third Party Products may be shipped from CSA's facility or drop-shipped by a third party. CSA'S LIMITED WARRANTY SET FORTH ABOVE DOES NOT APPLY TO THIRD PARTY PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE THIRD PARTY PRODUCT (IF ANY) WILL BE CUSTOMER'S SOLE REMEDY.
CSA DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF ANY ACTS OF CUSTOMER OR THIRD PARTIES, PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. CSA EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR FOR LOST PROFITS OR REVENUES DIRECTLY OR INDIRECTLY INCURRED, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CSA'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE.
Customer hereby releases and agrees to indemnify, defend and hold harmless CSA and its shareholders, directors, officers, employees, agents, successors, assigns, affiliates and suppliers (individually and collectively, "CSA's Indemnified Parties") from and against any and all direct and indirect claims, debts, actions, causes of action, liabilities, losses, suits, demands, fines, penalties, judgments, damages or expenses whatsoever, including, without limitation, attorneys' fees and costs incurred by or against CSA or any of CSA's Indemnified Parties due to or arising out of, in connection with, resulting from or relating to (a) misrepresentation or breach of this Contract, or violation of any law, by Customer or any of Customer's shareholders, directors, officers, employees, affiliates, representatives, agents, successors or assigns ("Customer's Parties"); (b) any infringement or other violation of third party intellectual property rights by any specifications, materials or the like supplied by Customer; (c) any damage to or destruction of property, or injury to or death of persons caused, or alleged to have been caused, in whole or in part, by any intentional, reckless, negligent or other act (or failure to act) of Customer or any of Customer's Parties; or (d) actions, threatened actions, losses, damages or injuries to person or property (including death) related to or caused by the products. Prior to settling any claim, Customer will give CSA an opportunity to participate in the defense and/or settlement of such claim. Customer will not settle any claim without CSA's written consent. In the event of any recall affecting the Products, CSA will have the right to control the recall process and Customer will fully cooperate with CSA in connection with the recall.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. CSA does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does CSA accept responsibility for construction, installation and/or use of a product. It is Customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
Product cross-reference comparisons or product alternatives that are presented do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS OR PRODUCT ALTERNATIVES ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product or product alternative specifications prior to purchase and use to determine suitability of the product for Customer's intended use.
Product depictions on the Website are for illustrative purposes only. CSA reserves the right to revise errors in the Website. Occasional pricing errors may occur in the Website, and CSA reserves the right to correct or change such pricing errors without notice. CSA further reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from CSA.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published on the Website.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights ("IP") reserved by CSA, or any IP owned by manufacturers and/or suppliers to CSA. All materials contained on the Website are subject to the ownership rights of CSA and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of CSA or its manufacturers and/or suppliers without CSA's permission.
CSA and Customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate CSA in any manner, nor may Customer represent to anyone that it has the right to do so.
CSA shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including without limitation acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of CSA in the conduct of its business.
Customer shall not assign any order, or any interest therein, without the prior written consent of CSA. Any actual or attempted assignment without CSA's prior written consent shall entitle CSA to cancel such order upon notice to Customer.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Wisconsin, excluding its conflict of law rules, and to the extent allowed under these terms and conditions, both CSA and Customer agree that venue shall be proper either in the state or federal courts located in Milwaukee County, Wisconsin. The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods.
If any portion of these terms and conditions is found to be invalid or unenforceable, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
Customer represents that any person accepting these Terms of Sale on behalf of Customer is authorized to do so and that all employees and representatives of Customer who access the Website on behalf of Customer or otherwise purchase products from CSA on behalf of Customer have the legal right, and are duly authorized, to make such purchases on behalf of Customer. Customer hereby agrees to indemnify and hold CSA harmless against any breach of this representation.
Customer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation the U.S. Commerce Department Bureau of Industry and Security ("BIS") Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls ("DDTC") Debarred Parties List. Customer shall comply with all applicable U.S. economic sanctions and export control laws and regulations, including without limitation the regulations administered by OFAC, the Export Administration Regulations ("EAR") administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.