TERMS AND CONDITIONS OF SALETERMS AND CONDITIONS OF SALE
THE TERMS AND CONDITIONS HEREUNDER (THE “TERMS”) GOVERN ANY PURCHASE, RETURN OR EXCHANGE BETWEEN CONTINENTAL AUTOMOTIVE SYSTEMS, INC. (“US”, “WE”, “OUR” OR “CONTINENTAL”) AND ANY PERSON OR ORGANIZATION (“YOU”, “YOUR” OR “CUSTOMER”) THAT PURCHASES PARTS, EQUIPMENT AND OTHER GOODS OR SERVICES FROM US WHETHER THROUGH OUR WEBSITE HTTP:// WWW.SHOPVDO.COM (THE “SITE”) OR VIA E-MAIL, FACIMILE, OR TELEPHONE.
1. Ordering. To purchase our products or services, you must submit an order to us, either through our Site, or via [email, facsimile, or telephone]. Your order is an offer to purchase the products and services listed in your order under the terms of our Agreements. Orders are not binding until Continental has accepted your order and you have fully paid for the products and services set forth therein. After we receive your order, we will send you a confirmation e-mail with your order number and details of the items you have ordered. Receipt of an order confirmation e-mail indicates that we have accepted your order. If you encounter any issue with your order, contact our Customer Service Department vie email at firstname.lastname@example.org or via phone at (800) 564-5066 or (855) 366-8489.
2. Prices and Payment Terms.
(a) All prices quotations are in United States dollars, are exclusive of sales, use, excise or similar taxes, and are subject to change without notice at any time prior to shipment of the products. The price charged for a product or service will be the price in effect at the time the order is placed and will be set forth in your order confirmation e-mail. Price increases will not be applied to products covered by an order confirmation e-mail. Posted prices also do not include shipping and handling fees. All such taxes and fees will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation e-mail. We are not responsible for pricing, typographical or other errors in any offer by us and we reserve the right to correct errors in specifications or prices or because of incomplete or inaccurate information from you, and may cancel any orders arising from such errors or inaccuracies.
(b) Terms of payment are within our sole discretion and all payments are due at time of order placement. We accept Paypal, Visa, Master Card, and American Express for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. If you fail to fulfill the terms of payment, we may defer or suspend shipments to you, or at our option, cancel the unshipped portion of your order. You agree to pay interest on all past due amounts at the lesser of 1.5% per month or the highest rate allowed by law. In the event of a payment default, you will be responsible for all of Continental’s costs of collection, including, but not limited to, court costs, filing and attorney’s fees.
3. Shipments; Delivery; Title and Risk of Loss.
(a) We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. Shipping dates are estimates only based upon conditions existing at time of order and information furnished by you, and we shall not be responsible for any failures to deliver on such date. You will pay all shipping and handling charges specified in your order.
(b) Title and risk of loss for the products pass to you upon delivery to the carrier (F.O.B. point of origin). We reserve the right to make deliveries in installments.
4. Returns and Refunds.
(a) Inspection of ordered products must be made within fifteen (15) days of your receipt of the products. Except for any products designated on the Site as non-returnable, non-refundable, or “all sales final”, and provided that you follow the return process described below, we will accept a return of any unopened products for a refund of the list price you paid for the returned product, less a [__%] restocking fee, as applicable, and return shipping and handling costs, provided such return is made within fifteen (15) days of delivery and provided such products are returned in their original new, unopened condition.
(b) To initiate a product return, you must submit the requested information through the Return Portal [LINK]. All return requests are subject to approval at our sole discretion. No returns of any type will be accepted without our prior authorization and your receipt of a return authorization number.
(c) Once you have initiated the product return process, you are responsible for all shipping and handling charges on returned items, which will be deducted from your refund, however, Continental will be responsible for all shipping and handling charges due to return of a non-conforming or defective product under warranty as described in Section 5 below. You bear the risk of loss during shipment. We strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection.
(d) Refunds are processed within approximately three (3) to five (5) business days of our receipt of the returned product. Your refund will be credited back to the same payment method used to make your original purchase. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE, NON-REFUNDABLE OR ALL-SALES-FINAL.
5. LIMITED WARRANTY.
(a) We provide a limited warranty that the products purchased from the Site will be free from material defects in materials and workmanship under proper and reasonable usage and service for a period of twelve (12) months from the date of purchase, or for any longer warranty period that may be specified on the product information page, not to exceed two (2) years from the date of purchase. This warranty period may extend longer than two (2) years if you purchased an extended warranty for a product. The warranty period is not extended if we replace a warranted product or re-perform a warranted service. Claims not made within the applicable time period will be barred.
(b) This warranty covers only those products exposed to normal use and service after proper installation and shall not apply to any products which have been used for any purpose for which it is not designed, or which has been altered in any way that would be detrimental to the performance or life of the product, or misapplication, misuse, negligence or accident. This warranty only applies to the original purchaser and is nontransferable. The warranty does not cover products or services that have not been paid for in full by Customer. The extent of our liability under this warranty is expressly limited to the repair or replacement of defective parts or refund of the original purchase price of the product paid by Customer.
(c) To initiate a warranty claim, you must provide the requested information through the Warranty Claim Portal [LINK]. All warranty claims are subject to approval at our sole discretion. No warranty service will be provided without our prior approval and issuance to you of a warranty product return number. If we approve your warranty claim, you will be required to return the nonconforming or defective product to us. We will provide you with a pre-paid shipping label. Once we receive the returned product, we will, at our discretion, repair or replace the returned product or refund its purchase price.
(d) THIS LIMITED WARRANTY DOES NOT COVERAND CONTINENTAL SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT INCLUDING, BUT NOT LIMITED TO, PHYSICAL INJURIES OR PROPERTY DAMAGE, LOSS OF TIME, LOSS OF USE OF THE VEHICLE, INCONVENIENCE, RENTAL VEHICLE CHARGES, TOWING CHARGES OR ACCOMMODATIONS RESULTING FROM A DEFECT IN OR FAILURE OF THE PART. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE RETURNED PRODUCT OR SERVICE THAT YOU HAVE PURCHASED THROUGH THE SITE.
(e) THIS LIMITED WARRANTY REPRESENTS THE EXCLUSIVE REMEDY FOR ANY PRODUCT DEFECT OR FAILURE AND THE TOTAL LIABILITY OF CONTINENTAL AND ITS SUBSIDIARIES AND AFFILIATES FOR ANY PART IT WARRANTS. CONTINENTAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, CONDITION OF ANY KIND OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE REGARDING SUCH PRODUCTS, TO THE EXTENT ALLOWABLE BY LAW. No action for breach of the Agreement or any covenant or warranty arising under the Agreements shall be brought more than two (2) years after the cause of action has occurred.
6. Modified or Discontinued Products. We have no duty to stock or provide spare or replacement parts or products. We may modify or discontinue carrying any product or lines of products at any time, without liability, except to refund any amounts already paid for such products that have been ordered but not yet delivered.
7. Goods Not for Resale or Export. You agree to comply with all applicable federal and state laws and regulations, including United States export control laws and regulations. You represent and warrant that you are buying our products or services for your own personal or household use only, and not for resale or export.
8. Intellectual Property and Ownership.
(a) Product Purchases. You own all rights, title and interests in any products (excluding software purchases) upon payment for and delivery of such products pursuant to Section 3(b). The purchase of products from us does not entitle you to use, register or otherwise identify your business with the name, trademark or identify of Continental without our written consent. You shall not remove, alter, or change any trademarks, markings, or symbols embedded by us or our licensors on any of our products. You shall not and will not authorize any third party to modify, alter, or reverse engineer, disassemble, or decompile the products.
(b) Software License Purchases and Subscriptions. All software products marketed on this Site are made available solely for license or subscription, and not for sale, to you and other prospective customers under the license, terms, conditions and restrictions of our software license agreement set forth at www.vdoroadlog.com/fleetonlineterms/ (“Software License Agreements”), or under our subscription agreement set forth at www.vdoroadlog.com/fleetonlineterms/ (“Subscription Agreement”). You agree to comply with all terms and conditions of the Software License Agreement or Subscription Agreement, as applicable. You will not cause, induce or permit others' noncompliance with the terms and conditions of any Software License Agreement.
(c) Continental and its licensors are the sole and exclusive owners and retain all right, title and interest in and to all Continental intellectual property, confidential information, technology, equipment, materials, techniques, specifications, instructions, documentation, and processes that either existed prior to the or were developed outside of this agreement and that are used in connection with, or contributed to, the products purchased and software licenses subscribed to hereunder (collectively, “Continental Property”), including all related copyrights, patents, trademarks, and other intellectual property rights therein, subject only to the limited licenses granted to you under the applicable Software License Agreement or Subscription Agreement. You do not and will not have or acquire any ownership to Continental Property.
10. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. In any of these events, upon notice to you, we may at our option and without liability, revoke any or all our acceptance of your order and refund monies paid by you.
11. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Michigan. You irrevocably submit to the exclusive jurisdiction of the federal and state courts located in Michigan.
12. Assignment. You may not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 11 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms. The rights and obligations of the parties under this Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of such parties.
13. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Continental.
14. No Third Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
15. Relationship of the Parties. Customer and Continental are independent contractors and nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the parties or constitute any party to be the agent of the other party for any purpose.
16. Termination. We reserve the right to protect our Site and content from any perceived misuse. In such event and notwithstanding any language in these Terms to the contrary, we reserve the right to terminate your account and block or prevent your future access to and use of our Site without notice to you. We further reserve the right to decline any order in our sole discretion.
(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provide or (ii) by posting to the Site. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.
(b) To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier or registered or certified mail to Continental Automotive Systems, Inc., 6755 Snowdrift Road Allentown, PA 18106, USA. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective three (3) business days after they are sent.
18. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
Last updated 10/27/16