- Acceptable Use of the Website
When you use the Website, you agree to use it only for its customary and intended purposes and as permitted by the terms of this Agreement and any applicable law, regulation, statute, or ordinance. Additionally, you agree that you are responsible for any breach of your obligations under the terms of this Agreement and for any losses suffered by GM for such a breach, including, but not limited to, monetary damages. You are expressly prohibited from using the Website to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from:
- Attempting to access the Website other than through a standard web browser unless you have been permitted to do so by GM through a separate, written agreement;
- Accessing or attempting to access the Website through automated means;
- Circumventing the technological protection measures of the Website;
- Disrupting or otherwise interfering with the Website or its associated servers or networks;
- Scraping, reproducing, republishing, selling, reselling, duplicating, or trading the Website;
- Diverting or attempting to divert customer of the Website to another website or service;
- Sending unsolicited or unauthorized communications to users of the Website or third parties;
- Reverse engineering, decompiling, translating, or disassembling the Website or its content; and
- Encouraging or assisting any other party to do anything in violation of the terms of this Agreement.
GM reserves the right to modify, amend, or terminate the Website or its associated content at any time and without prior notice. GM also reserves the right to refuse service or access to the Website to any person or business entity at any time and without notice.
- License to Use and Content
You acknowledge and agree that the Website is the property of or is licensed by GM and is protected under United States and international law, including, but not limited to, intellectual property laws and other personal and proprietary rights. You acknowledge and agree that your use of the Website is limited by the license granted under the terms of this Agreement, and you expressly agree that you will not use the Website in any manner not expressly authorized under the terms of this Agreement. GM reserves all of rights not expressly granted through this Agreement.
GM provides you with a limited, non-exclusive, non-sublicensable, non-assignable, revocable, and royalty free license to use the Website for its customary and intended purposes. You are expressly prohibited from reproducing, preparing derivative works of, distributing copies of, publicly performing, and publicly displaying the Website.
When using the Website, you grant GM an irrevocable, perpetual, sublicensable, transferable, non-exclusive, and royalty-free worldwide right and license to use, copy, modify, adapt, publish, transmit, perform, create derivative works from, and display publicly throughout the world and in any medium or form now existing or later created any content that you submit to the Website. You expressly agree that GM may use this content for any purpose and that the use or republication of this content will be at GM’s discretion and without compensation or attribution of any kind.
Further, GM has the right, but not the obligation, to edit, monitor, analyze, append, remove, or refuse any content submitted by you to the Website. GM takes no responsibility for an assumes no liability for any content that you submit to the Website, and you are solely responsible for any content that you submit to the Website.
- Registered Accounts
When using the Website, GM may provide you with the ability to register an account, which may allow you to obtain additional access to the Website, obtain wholesale pricing, review your order history, and receive updates on your orders (“Account”). To register for an Account, you must provide GM with certain personal information, including your name, email address, and password. You warrant and agree that any information that you provide in association with your registration or use of an Account will be accurate, current, and complete.
For wholesale Accounts, GM serves the right to charge an application fee. You understand and agree that any Account that is inactive for a period of twelve months or more may be terminated by GM. Should you wish to reactivate a wholesale account after it has been terminated, you will again responsible for paying any applicable application fee associated with the opening of a wholesale account.
You acknowledge and agree that you control access to your Account. Your Account may only be used by you or by third parties with your express written consent. GM will not be held responsible or liable for any unauthorized access to your Account, and you are under a continuing duty to promptly provide GM with notice of any unauthorized or unusual access to your Account. You are advised to keep the username and password associated with your Account secure and secret. By creating an Account and providing your personal information to GM, you acknowledge and agree that GM may use your personal information to contact you.
GM reserves the right to suspend or terminate your Account at any time and in its sole and absolute discretion, including, but not limited to, for a violation of any term or condition of this Agreement.
- Orders and Payment
Each order submitted to GM through the Website is an offer to GM to buy the product(s) listed in the order. When you place an order to purchase a product through the Website, GM will send you an email confirming receipt of your order. Your receipt of this email confirms that you have placed an order, and you understand and agree that this email does not constitute GM’s acceptance of your order. No order will have been deemed to have been accepted by GM until the product(s) contained within the order is shipped by GM to you.
Payment for all orders placed through the website must be made at the time of ordering. You agree that you will pay all applicable taxes or charges imposed by any governmental entity anywhere in the world in connection with your use of the Website or purchase of goods through the Website. All costs and fees are quoted and payable in United States Dollars and you acknowledge and agree that GM is not responsible for any foreign transaction fees or other fees charged to you by your financial institution or by GM’s payment processor. You agree that you will not initiate any chargebacks to GM unless otherwise authorized by GM in writing. You understand and agree that you will be responsible and required to pay for any costs associated with any chargebacks that you have initiated against GM.
For wholesale accounts, you understand and agree that a minimum purchase of $300 will apply to your first order, however, there is no minimum for subsequent orders. You understand and agree that custom orders may cause a delay in shipping or may be subject to additional, non-published fees. Should you have any questions concerning custom orders, please contact GM before ordering.
Any incorrect billings must be reported within thirty (30) days of payment. If not reported within thirty (30) days of payment, GM will consider all claims incorrect pricing or other error waived.
- Product Pricing and Availability
While GM strives to provide accurate prices for its products and to carry or have regular access to sufficient inventory, it is possible high volume or rare products are out of stock at the time of your order or that prices may not be accurately reflected on the Website. If this is the case, GM will contact you in a reasonable time frame to advise you of the issue. You understand and agree that the price or availability of a product displayed through the Website does not guarantee that the product will be in stock, sold at the listed price, or that your order can be immediately fulfilled by GM.
Orders are normally processed and shipped within three (3) business days. GM may provide shipping via USPS, UPS, FEDEX Ground, or other providers. All prices are Free Carrier (F.C.A.) and risk of loss and title passes to you upon delivery to the carrier.
Any damaged or incorrect shipments must be reported within fifteen (15) days of receipt. For damaged shipments, the original box and packaging must be kept until the carrier/shipper who delivered claims them unnecessary for any claim purpose. If not reported within fifteen (15) days of receipt, GM will consider all claims of damage, defect, or other error waived. All shipment fees incurring from refused products shall be paid by you and will not be chargeable to GM.
Shipping charges are based on the monetary amount of your order and the shipping destination. All shipments will be made consistent with GM’s then in force shipping and handling policy, which is hereinafter incorporated by reference and may be changed at any time and within GM’s sole and absolute discretion
- Drop Shipping and Customer Support
GM may provide “blind” drop shipping to wholesale buyers, which ensures that now GM-related invoices or materials are included in the box at the time of shipping. There is no fee for this service when used within the continental United States. However, “blind” drop shipping must be requested at the time of ordering in the “shipping instructions” field at order checkout. Additional fees may apply if you request thats GM “blind” drop ship to multiple addresses.
- Returns and Refunds
GM must be notified of all return requests within thirty (30) days of receipt. Within this period, GM will consider returns, requests for credits, or exchanges. If a product is returned for any reason other than a manufacturer’s defect or as a result of GM’s direct error, then you will incur a twenty percent (20%) restocking fee. Shipping fees will only be credited or refunded if there is a manufacturer’s defect or as a direct result of GM’s error. No requests for returns, credits, or exchanges will be considered after thirty (30) days from the date of receipt. All products returned to GM must be returned in unaltered and unused condition with a copy of the original invoice or original invoice order number included. Items that are received in abused or altered condition will be returned to you at your expense. In the event you use GM’s drop shipping services or a product is shipped to a third party at your request, you agree to save and hold GM harmless for any lost or damaged merchandise.
You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on the Website by GM, including but not limited to GEAR MATRIX, are common law or registered trademarks owned by or licensed to GM. You are expressly prohibited from using the trademarks of GM to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of your goods or services. You are further prohibited from using the trademarks of GM in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners.
- Product Warranties
Any warranties provided for products sold through the Website are provided by their respective manufacturers. GM does not express or imply, and specifically disclaims, any direct warranty on items that are manufactured by a third party. All such warranties are the responsibility of the third-party manufacturer.
- Term and Termination
The term of this Agreement will begin upon your first accessing of the Website and will continue until the earlier of the following: (i) GM terminates your access to the Website; or (ii) you cease using the Website and terminate your Account. GM reserves the right to terminate the Website or your access to the Website in its sole and absolute discretion and without prior notice.
- Disclaimer of Warranties and Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT VARASPEC WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS, AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT IMA’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE WEBSITE OR $1000, WHICHEVER IS LESS.
GM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGE, INJURY, HARM, COST, EXPENSE, OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF PRODUCTS PURCHASED THROUGH THE WEBSITE. EXCEPT FOR THE WARRANTIES SPECIFICALLY STATED IN THIS AGREEMENT, PRODUCTS PURCHASED THROUGH THE WEBSITE ARE PROVIDED WITHOUT EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.
GM WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, PERSONAL INJURY, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF PRODUCTS PURCHASED THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, DEATH, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE. YOU ACKNOWLEDGE THAT YOUR USE OF PRODUCTS PURCHASED THROUGH THE WEBSITE IS AT YOUR SOLE RISK AND THAT IMA’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID FOR THE PRODUCTS OR $1000, WHICHEVER IS LESS.
You agree to indemnify, defend, and hold harmless GM, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) your use of the Website, (ii) your purchase of products through the Website; (iii) your use or misuse of products obtained through the Website; (iv) your violation of any term or condition of this Agreement; (v) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (vi) your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international. Your obligation to defend GM will not provide you with the ability to control GM’s defense, and IMA reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.
- Choice of Law and Stipulation to Jurisdiction
You and GM agree that any dispute arising out of or related to this Agreement or your use of the Website, including, but not limited to, your purchase or use of products from or through the Website, will be governed by the laws of the State of New Jersey, without regard to its conflict of laws rules. Specifically, the validity, interpretation, and performance of this Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Except for claims for injunctive relief by either party, you and GM agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement or your use of the Website including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise) or disagreements concerning the existence, breach, interpretation, application or termination of this Agreement, will be resolved by final and binding arbitration pursuant to the Federal Arbitration Act in Gilette, New Jersey or, at the option of the party seeking relief, by telephone, online, or via written submissions alone, and be administered by the American Arbitration Association (“AAA”) under the then in force Commercial Arbitration Rules by one arbitrator appointed in accordance with such rules. Such arbitration will be independent and impartial. If the parties fail to agree on the arbitrator within twenty (20) calendar days after the initiation of the arbitration hereunder, AAA will appoint the arbitrator.
This arbitration will be conducted in the English language. The decision of the arbitrator will be final and binding on the parties and judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section will prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.
ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PURCHASE OR USE OF PRODUCTS FROM OR THROUGH THE WEBSITE, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU AND IMA EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS.
Any claims must be brought within one year of each applicable invoice or will otherwise be barred.
- Force Majeure
GM will not be responsible for any delay or failure in performance of the Website or its associated products arising out of any cause beyond GM’s control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents.
The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement, your Account, or the Website, including, but not limited to, your duty to indemnify and defend GM.
This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.
You are expressly prohibited from assigning your rights and duties under this Agreement. GM reserves the right to assign its rights and duties under this Agreement, including in a sale of GM or its Website.
- Waiver and Integration
No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.