TERMS & CONDITIONS of USE & SALE
Last update: March 8, 2022
Terms & Conditions of pages Use and Sales of Products/Services
ACCEPTANCE; APPLICABILITY
Thank you for visiting the JAY PARTS USA Inc. website or/and Social Media Pages (“Website”). These Terms & Conditions of Website Use, Sale of Products/Services and Privacy Policy (“Terms” or “Terms of Use”) form a legal contract between you and JAY PARTS USA Inc. and its related businesses.
Please read the following Terms carefully. Your use of the JAY PARTS USA Inc. Website and Social Media Pages and your purchase of our products/services are conditioned on your acceptance of these Terms. The terms “Seller”, “we”, “our” and “us” refer to JAY PARTS USA Inc. Your access to and use of the Website and Social Media Pages is conditioned upon your acceptance of and compliance with these Terms.
These Terms apply to all visitors, users and others who wish to access or use the Website and Social Media Pages.
These Terms also apply to information we collect:
- On this Website and/or Social Media Pages;
- In email, text, and other electronic messages between you and this Website and/or Social Media Pages;
- Through mobile and desktop applications you download from this Website, which provide dedicated non-browser-based interaction between you and this Website; and
- When you interact with our advertising and applications on third-party websites; and services if those applications or advertising include links to these Terms.
It does not apply to information collected by:
- Us offline or through any other means; or
- Any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or on the Website and/or Social Media Pages.
By accessing or using the Website and/or Social Media Pages you agree to be bound by these Terms. If you disagree with any part of the Terms then you do not have permission to access the Website or Social Media Pages. JAY PARTS USA Inc. may periodically update or modify these Terms in its sole discretion. It is your responsibility to regularly review these Terms. By continuing to use the Website and/or Social Media Pages after changes to these Terms, you are indicating that you agree to the Terms as modified.
Purchases & User Account
If you wish to purchase any product or service made available through the Website (“Purchase”) you may be required to register for a user account. You may be asked to supply certain information relevant to your Purchase including, without limitation, your billing address and shipping information, phone number and email address.
You must have attained the age of legal majority in your jurisdiction to have a Website account (“Account”) or have a parent or legal guardian control the Account for you. You are prohibited from having an Account if you have previously been banned from accessing or using the Website. You may be required to select Account credentials, including a user ID and password. JAY PARTS USA Inc. may refuse to grant you a particular user ID for any reason. All user IDs and passwords are the property of JAY PARTS USA Inc. and may be canceled at any time by us without any prior notice or any liability to you or any other person. You agree to maintain accurate, complete, and up-to-date information in your Account.
It is your responsibility to keep your password confidential and your Account secure. You agree you are solely responsible for all activity and purchases that occur through your Account. You agree to notify JAY PARTS USA Inc. immediately of any unauthorized use, or suspected unauthorized use, of your Account and any other breach of security. You further agree that you will not permit others, including those who have been banned from the Website, to use your Account. JAY PARTS USA Inc. reserves the right to terminate your Account for any reason, including any violation of these Terms. JAY PARTS USA Inc. is not liable for any loss or damage arising from your failure to comply with the above requirements or from any losses resulting from unauthorized access to or use of your Account or the Sites. You may be liable to JAY PARTS USA Inc. or third parties for such unauthorized access or use.
You represent and warrant that:
- you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and
- the information you supply to us is true, correct and complete.
The Website may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order in our sole discretion if fraud or an unauthorized or illegal transaction is suspected.
We may terminate or suspend your Account and bar access to the Website immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to breach of the Terms.
If you wish to terminate your Account, you may simply discontinue using the Website or you may contact us at sales@jay-partrs.com. You may also send us an email at sales@jay-parts.com to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user Account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.
RETENTION OF TITLE
The delivered goods shall remain our property until all outstanding claims arising from the existing business relationship or claims falling due in the future have been paid in principle.
Cancellation/Termination/Changes
If you have any questions regarding your purchase, we will do whatever we can to address your concerns.
If you have made a mistake and would like to attempt to cancel an order, please contact our service team at sales@jay-parts.com.Orders are transmitted electronically to our warehouse therefore we cannot assure cancellation requests received later than 30 minutes after order receipt.
Deliveries refused without documented prior written authorization from Seller or returned orders without documented prior-authorization from JAY PARTS USA Inc. will result in a 20% restocking fee and if applicable, deducted from your refund. Shipping charges are not refundable. Seller reserves the right to make modifications to designs, dimensions, and weights, as well as to deviate from any predefined technical or functional specifications or implementation guidelines, to the extent that they are reasonably necessary and/or expedient. Neither the Contract nor any related order may be terminated, cancelled or altered by Purchaser except upon terms acceptable to Seller, as evidenced in a signed writing by Seller’s authorized representative and Purchaser shall pay to Seller all resulting direct, indirect, consequential, incidental and other damages suffered by Seller resulting therefrom.
Delivery and Acceptance
All Products will be delivered EXW (Ex Works) Seller’s facility (INCOTERMS 2010) unless agreed otherwise in the Contract. Seller shall use commercially reasonable efforts to cause the Products to be designed, produced, shipped., delivered, provided, installed and otherwise performed in accordance with the terms of the Contract. Nonetheless, Seller guarantees no delivery/performance dates, as such dates are estimates only. Seller shall not be responsible or liable to Purchaser for any loss or damage of any nature whatsoever resulting from Seller’s delayed performance including in the shipment, provision, delivery, or installation of the Products.
Non-conformities from any warranty provided for in the Contract that do not significantly impair functionality shall not entitle Purchaser to refuse acceptance or reject. Purchaser shall immediately inspect the Products upon delivery and notify Seller in writing of any defect. Notice must be given to the Seller no later than seven (7) days after the event, defect and/or non-conformance arose or is discovered. Failure to so act shall constitute an irrevocable acceptance by the Purchaser. Any refusal to accept or rejection by the Purchaser must be in writing and state with specificity all defects upon which Purchaser will rely to support its non-acceptance/rejection. The Seller shall not be in default because of its delays or failure to deliver or perform under the Contract resulting, in whole or in part, from: (i) any foreign or domestic embargoes, seizures, acts of God, insurrections, war, or the adoption or enactment of any law, ordinance, regulation, ruling, or order; and/or (ii) missing or non-complying deliveries from Seller’s sub-suppliers (but only for a period of up to 8 weeks) or the lack of labor or usual means of transportation, fires, epidemics, pandemics, floods, explosions, strikes or other accidents, contingencies, or events, at the Seller’s or any sub-supplier’s plant or elsewhere (whether or not beyond Seller’s control) which directly or indirectly interfere with, or render substantially more burdensome, Seller’s performance. Upon delivery to shipping point, all risk of loss or damage and any further cost and responsibility for claims, delivery, and, if applicable, placement and storage shall pass from Seller to Purchase
Payment
Unless otherwise provided in the Contract, the purchase price of the Products shall be paid in advance of shipment . Interest at the rate of one and one-half percent (1 ½%) per month or at the highest rate allowed by law, whichever is less, shall be charged to all overdue accounts. In the event Purchaser shall be in default of any of the terms of the Contract, or becomes insolvent or proceedings are instituted to declare Purchaser bankrupt, or a receiver is appointed for Purchaser, Seller may terminate the Contract and upon such termination by Seller, any and all claims or demands against Purchaser held by Seller shall immediately become due and payable.
Prices
Unless otherwise provided in the Contract, prices shall be those in effect at the time of order and all prices are payable in U.S. dollars. Any tax, duty, custom, change in exchange rate, inspection or testing fee, or any other fee, interest or charge of any nature together with all penalties and expenses whatsoever imposed by any governmental authority on or measured by the transactions between Seller and Purchaser shall be added to the price of Products, and paid by Purchaser in addition to the prices quoted or invoiced. Prices include Seller’s standard packaging. Purchaser is responsible for all shipment, transportation, customs, duties or other related costs. If the Products are changed or if Seller’s costs increase in any other way due to circumstances caused by the Purchaser, Seller may at its sole discretion modify the agreed price in ac¬cordance therewith. Products for which no specific prices have been agreed will be provided at Seller’s list price valid on the date of delivery.
Availability, Errors and Inaccuracies
We are constantly updating product and service offerings on the Website. We may experience delays in updating information on the Website and in our advertising on other websites. The information found on the Website may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Website and we cannot guarantee the accuracy or completeness of any information found on the Website.
Any and all typographical or clerical errors made by Seller in these Terms, in Seller’s quotations or communications, or any Supply Agreement are subject to correction by Seller without prior notice.
CONTACT – ELECTRONIC COMMUNICATIONS
When contacting us via the Website or Social Media Pages or by email, you are communicating with us electronically and you consent to our review and analysis of such messages and to receive return communications, if any, from us electronically.
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. Electronic communications are never completely private or secure. You understand and acknowledge that anything you send electronically to the Sites or JAY PARTS USA Inc. may be read or intercepted by others. Communicating with us electronically does not cause JAY PARTS USA Inc. to have any special responsibility or obligation to you.
When contacting us (e.g. via contact form, email, telephone, social media or text message, etc. ) the user’s data will be used for processing the contact request. The user’s details may be stored in a customer relationship management system or comparable inquiry organization. Except as expressly provided for in these Terms, we will not disclose your data to third parties without your consent.
PROHIBITED USES
You may use the Website and/or Social Media Pages only for lawful purposes and in accordance with these Terms. You agree not to use the Website and/or Social Media Pages:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with User Content standards set out in these Terms;
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
- To impersonate or attempt to impersonate the JAY PARTS USA Inc., a JAY PARTS USA Inc. employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); and
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website and/or Social Media Pages, or which, as determined by us in our sole discretion, may harm JAY PARTS USA Inc. or users of the Website and/or Social Media Pages, or expose them to liability.
Additionally, you agree not to:
- Use the Website and/or Social Media Pages in any manner that could disable, overburden, damage, or impair the Website and/or Social Media Pages or interfere with any other party’s use of the Website and/or Social Media Pages, including their ability to engage in real time activities through the Website and/or Social Media Pages;
- Use any robot, spider, or other automatic device, process, or means to access the Website and/or Social Media Pages for any purpose, including monitoring or copying any of the material on the Website and/or Social Media Pages;
- Use any manual process to monitor or copy any of the material on the Website and/or Social Media Pages, or for any other purpose not expressly authorized in these Terms, without our prior written consent;
- Use any device, software, or routine that interferes with the proper working of the Website and/or Social Media Pages;
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website and/or Social Media Pages, the server on which the Website and/or Social Media Pages are stored, or any server, computer, or database connected to the Website and/or Social Media Pages;
- Attack the Website and/or Social Media Pages via a denial-of-service attack or a distributed denial-of-service attack; and
- Otherwise attempt to interfere with the proper working of the Website and/or Social Media Pages.
USER CONTENT
Any information you post or otherwise transmit to the Website or our Social Media Pages, including any comments, feedback, data, photos, videos, questions, or suggestions (“User Content”), are considered non-confidential and non-proprietary. In other words, you waive any and all rights to claim that JAY PARTS USA Inc. or any third-party’s use of your User Content violates any of your rights including but not limited to moral rights, privacy, intellectual property, publicity, or any other rights. JAY PARTS USA Inc. does not guarantee that you will have any opportunity to edit or delete your User Content. You acknowledge that you, not JAY PARTS USA Inc., are solely responsible for the composition of any User Content.
JAY PARTS USA Inc. prohibits, and you agree you will refrain from, posting or transmitting any untruthful, defamatory, libelous, obscene, pornographic, profane, threatening, or unlawful material or any material that could incite a criminal act, give rise to civil liability, or otherwise violate any law. JAY PARTS USA Inc. may monitor, review or remove comments, discussions, postings, or transmissions in its sole discretion. However, we have no obligation to do so and assume no liability or responsibility arising from any User Content or for any defamation, error, inaccuracy, libel, obscenity, or profanity contained in any User Content. JAY PARTS USA Inc. may change, edit, or remove User Content at any time, for any reason, including if we find, in our sole discretion, User Content to be untruthful, illegal, indecent, obscene, offensive, or in any way a violation of our policies including these Terms. JAY PARTS USA Inc. will cooperate fully with any law enforcement authorities or any court order requesting or directing us to disclose the identity of anyone posting User Content. YOU WAIVE AND HOLD HARMLESS JAY PARTS USA INC. AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Regarding your User Content, you represent and warrant that:
- You are the author;
- You are accurately representing your identity;
- You have all rights, consents, and licenses to grant JAY PARTS USA Inc. the rights to your User Content as described in these Terms;
- You have reached the legal age of majority, or are at least 16 years old and a parent or legal guardian consents to you submitting and posting your User Content;
- You are a bona fide owner and user of any of our product(s) and services mentioned, and your User Content reflects your honest opinion and experience with the products(s) and service(s);
- No promise of payment has been made to you for your User Content, and you have no expectation of any payment in return for your User Content; and
- Your User Content does not contain anything that could be considered untruthful, obscene, indecent, hate speech, to incite violence, or that is otherwise unlawful.
JAY PARTS USA Inc. does not guarantee the accuracy, completeness, or usefulness of any User Content. Any opinions, advice, statements, services, offers, or other information contained in User Content are those of the author, and not of JAY PARTS USA Inc. You acknowledge that by providing access to the User Content on the Website and/or Social Media Pages, JAY PARTS USA Inc. is acting only as a passive conduit for such User Content and is not undertaking any obligation or liability relating to any User Content or related activities on the Website and/or Social Media Pages.
Links To Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or controlled by JAY PARTS USA Inc.
JAY PARTS USA Inc. has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that JAY PARTS USA Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
WE STRONGLY ADVISE YOU TO READ THE TERMS AND CONDITIONS AND PRIVANCY POLICY OF ANY THIRD PARTY WEB SITE OR SERVICES THAT YOU VISIT.
Nature of Products / Installation and Risks of Use
Purchaser, at its sole cost, shall furnish such materials, labor and equipment as may be necessary for the prompt assembly, incorporation, and installation of the Products. Unless otherwise agreed in a signed writing, purchase of Products does not include installation or training, and the Purchaser is solely responsible for conducting, supervising and paying for the assembly, installation, training and incorporation.
PURCHASER ACKNOWLEDGES THAT CERTAIN OF THE PRODUCTS CAN BE USED TO ENHANCE, IMPROVE, OR CHANGE THE PERFORMANCE OF MOTOR VEHICLES AND/OR OTHER DEVICES, INCLUDING ALL-TERRAIN VEHICLES. SUCH ENHANCEMENT, IMPROVEMENT, OR CHANGE MAY CAUSE A VEHICLE TO FAIL TO CONFORM TO SAFETY, EMISSIONS, ENVIRONMENTAL, OR OTHER STANDARDS OR RULES OF LAW. THIS MAY CAUSE THE VEHICLE TO FAIL TO CONFORM TO LEGAL REQUIREMENTS FOR OPERATION ON PUBLIC ROADS AND MAY RENDER THE VEHICLE TO BE THEREAFTER RESTRICTED TO SPECIALITY APPLICATIONS. ADDITIONALLY, VEHICLES ARE GENERALLY DESIGNED BY THEIR MANUFACTURERS AS COMPLETE SYSTEMS IN WHICH, FOR EXAMPLE, SAFETY SYSTEMS ARE ENGINEERED WITH CERTAIN ASSUMPTIONS ABOUT HORSEPOWER, PERFORMANCE, INERTIAL ENVELOPES, AND OTHER MATTERS. PURCHASER ACKNOWLEDGES THAT ANY MODIFICATION TO A VEHICLE THAT CAUSES A CHANGE IN PERFORMANCE OR OTHER ASPECT MAY CAUSE THE CAPABILITIES OF THE VEHICLE TO EXCEED, OR DEGRADE THE EFFECTIVENESS OF, ITS SAFETY-SYSTEM DESIGN. SEVERE PHYSICAL INJURY UP TO, AND INCLUDING, DISFIGUREMENT, DISABILITY, AND DEATH MAY RESULT FROM THE USE OF THE PRODUCTS PURCHASED UNDER THESE TERMS. PURCHASER EXPRESSLY ASSUMES ALL RISK OF USE OF ANY PRODUCT PURCHASED FROM SELLER AND YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER AND SELLER’S DIRECT AND INDIRECT OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AND LICENSORS FROM AND AGAINST ANY DAMAGE TO PROPERTY AND/OR ANY INJURY TO PERSONS (INCLUDING, BUT NOT LIMITED TO, DEATH RESULTING FROM THE POSSESSION OR USE OF ANY PRODUCT PURCHASED FROM SELLER BY PURCHASER OR ANY SUCCESSOR USER OR OWNER OF ANY SUCH PRODUCT. OPERATING ANY OFF-ROAD MACHINE/VEHICLE WHILE OR AFTER CONSUMING ALCOHOL OR DRUGS INCREASES RISK OF BODILY HARM OR DEATH AND WEARING THE RIGHT SAFETY EQUIPMENT IS IMPORTANT FOR YOUR SAFETY AND REDUCES THE CHANCE OF INJURY. BE SURE TO GEAR UP. NEVER MIX YOUR RIDE AND ALCOHOL/DRUGS! JUST LIKE DRIVING A CAR, YOU NEVER WANT TO DRIVE OR RIDE AFTER CONSUMING ALCOHOL OR DRUGS.
SELLER URGES YOU TO WEAR A HELMET AND APPROPRIATE RIDING GEAR AT ALL TIMES!
Compliance with Laws, Manuals and Specifications
Purchaser acknowledges that the Products and their installation and use may require certain safety features, protections, registration, testing, certification or other similar procedures under applicable federal, state and local laws, regulations and ordinances. Purchaser represents and warrants that it is familiar with all the applicable federal, state and local laws, regulations and ordinances which are or may be in effect relating to Purchaser’s installation, use and operation of the Products. Purchaser shall comply in all respects with any and all such laws and ordinances now or hereafter in effect. Furthermore, Purchaser is responsible to fully understand the capabilities and limitations of his/her vehicle into which the Products are to be incorporated according to its manufacturer’s specifications, warnings and instructions and agrees to hold Seller harmless and to indemnify Seller from any damage and/or claims resulting from failure to adhere to such specifications, warnings and/or instructions. The Products (and all technology, and/or software contained therein) is sold for use within the U.S. only. Purchaser shall (a) comply with all applicable export/export control laws of the U.S. and any other foreign countries, governments, agencies or authorities (collectively, the “Laws”), and (b) not export or re-export the Products in violation of any such Laws. In cases where export licenses or approvals are required, Purchaser shall be solely responsible for obtaining such required licenses or approvals from the appropriate governmental agencies or authorities. Upon request by Seller, Purchaser shall provide Seller with all of Purchaser’s and the customer’s information and documentary and other assistance required to maintain strict compliance with the Laws. Furthermore, Purchaser and its subcontractors will comply with (i) any and all applicable, international, federal, state, provincial and local law, regulations, executive orders and other rules of law as in effect at any time during the Contract; and (ii) any and all Seller policies addressing such legal requirements. In addition, to the extent applicable for the Products provided hereunder, Purchaser will comply with all applicable environmental requirements that apply to the Products and hazardous materials. “Environmental Requirements” includes without limitation all global, federal, state, provincial, and local laws, rules and regulations pertaining to the protection of human health, safety, wildlife or the environment. “Hazardous Materials” includes, without limitation, any material or substance that is regulated by an Environmental Requirement. In particular and without limitation, Purchaser will comply with all applicable global regulations regarding the registration, restriction, prohibition, and/or recyclability of chemicals.
Intellectual Property
All materials and other information submitted by Seller (or an affiliate), particularly in the context of an order, including any Product-related information and documentation, shall remain the property of Seller (or an affiliate). All sketches, models, specifications, user manuals/documentation, code, algorithms, drawings, designs, data, information, ideas, methods, patterns and/or inventions made, conceived, developed or acquired by Seller (or an affiliate) in connection with the Contract (“Deliverables”) shall vest in and inure to Seller’s full benefit, notwithstanding any charges therefor that may have been or may be imposed by Seller, and shall not be disclosed to third-parties without Seller’s prior written consent. Any property, interest and rights, in particular intellectual property rights, including copyright, to/in the Products and/or Deliverables created or supplied by Seller, as well as their manufacturing methods and particularities, their use and/or the processes implemented therewith, as well as any of the aforementioned pertaining to components, software and/or the associated source or object code and algorithms are and remain the sole property of and/or are transferred and vest in, the Seller automatically upon their emergence/creation, including in the event they are based on the Purchaser’s specifications.
TRADEMARKS
The JAY PARTS name, the JAY PARTS logo, and all related names, logos, product and service names, designs, and slogans are trademarks owned by JAY PARTS USA Inc or its affiliates or licensor.
JAY PARTS USA Inc. prohibits the use of such marks without prior written authorization from JAY PARTS USA Inc. All other names, logos, product and service names, designs, and slogans on the Website and/or Social Media Page are the trademarks of their respective owners. Seller has the sole right to apply for intellectual property rights and claim the corresponding priority. Seller owns or has been licensed the right to use all trademarks on and/or associated with the Products and Purchaser must not remove and/or alter any trademarks attached to or associated with the Products, parts thereof and/or any Deliverables.
WEBSITE / SOCIAL MEDIA
All content, pictures, graphics script and other content of the Website are the intellectual property of JAY PARTS USA Inc or are provided with permission from the applicable manufacturer/owner for JAY PARTS USA Inc. to use. The JAY PARTS USA Inc. Website/content/pictures may not, either completely or in part, be edited, copied, distributed, broadcast, nor its content delivered without prior written consent, neither may it be electronically, magnetically nor optically reproduced. You may make personal use of the Website, including printing one copy of a reasonable number of pages from the Website solely for your personal use.
You shall not take any action which would facilitate the imitation of the Website, the construction of the layout or the representation of individual products by yourself or any other person or persons.
Due to technological circumstances, there may be color variations between the Website product representations and the original product.
Links to the Website should be displayed in a new browser window, provided that the Link does not refer to www.jay-parts.us, but instead to a sub-page, which for technical reasons, should first be discussed with the Website web-master. Any display of the Website within an “external” frame is strictly prohibited.
Confidential Data
Any Deliverables and/or other information which is – obviously or when reasonably considered – confidential, made available and/or becoming known to the Purchaser shall be treated as confidential information of Seller, must not be disclosed to third parties, and shall be used for the purpose of operating the Products in the agreed manner only. Purchaser shall take all necessary precautions to prevent unauthorized persons/parties from gaining access thereto. Such confidential information must be made available to such personnel only, which has a need to know and which is subject to adequate written confidentiality obligations. Such information must be returned to Seller (or an affiliate named by the Seller), anytime upon request, and in any case immediately upon expiration or termination of the Contract.
Purchaser acknowledges that any information disclosed to Seller (or an affiliate) has not and will not be confidential or a trade secret unless clearly and conspicuously noted on the disclosure or in a writing delivered to Seller at or prior to the time of the disclosure. Any patentable features developed by Seller (or an affiliate) shall be the property of Seller (or an affiliate) and Seller (or an affiliate) shall be under no obligation to refrain from using in its business any information, manufacturing processes, or unpatented disclosures which may pass to it from Purchaser in the performance of the Contract. The Purchaser shall not assert any rights, in particular any rights of prior use, of participation and/or to co-ownership, based on the knowledge of the confidential information and/or a trade secret in light of applications for intellectual property rights.
Seller may disclose to Purchaser information that meets the definition of “nonpublic personal information” (“Nonpublic Personal Information”) in the regulations promulgated under Title V of the Gramm-Leach-Bliley Act of 1999 as amended from time to time, 15 U.S.C. 6801 to 6809 (“GLB Act Privacy Regulation”). Purchaser shall not use or disclose such Nonpublic Personal Information to any nonaffiliated third party other than to carry out the purpose for which Seller disclosed such information to Purchaser, including use under an exception in the GLB Act Privacy Regulations in the ordinary course of business to carry out the purpose for which the Nonpublic Personal Information was disclosed. Furthermore, Seller may disclose to Purchaser other personal information that would not be considered Nonpublic Personal Information, but still must be kept confidential under the laws of certain states or governmental authorities (“Other Personal Information”). Purchaser shall not use or disclose such Other Personal Information to any nonaffiliated third party other than to carry out the purpose for which Seller disclosed such information to Purchaser. Purchaser shall maintain physical, electronic and procedural safeguards in compliance with applicable federal and state laws and regulations to protect the Nonpublic Personal Information and Other Personal Information received from Seller.
Compliance with Laws, Manuals and Specifications
Purchaser acknowledges that the Products and their installation and use may require certain safety features, protections, registration, testing, certification or other similar procedures under applicable federal, state and local laws, regulations and ordinances. Purchaser represents and warrants that it is familiar with all the applicable federal, state and local laws, regulations and ordinances which are or may be in effect relating to Purchaser’s installation, use and operation of the Products. Purchaser shall comply in all respects with any and all such laws and ordinances now or hereafter in effect. Furthermore, Purchaser is responsible to fully understand the capabilities and limitations of his/her vehicle into which the Products are to be incorporated according to its manufacturer’s specifications, warnings and instructions and agrees to hold Seller harmless and to indemnify Seller from any damage and/or claims resulting from failure to adhere to such specifications, warnings and/or instructions. The Products (and all technology, and/or software contained therein) is sold for use within the U.S. only. Purchaser shall (a) comply with all applicable export/export control laws of the U.S. and any other foreign countries, governments, agencies or authorities (collectively, the “Laws”), and (b) not export or re-export the Products in violation of any such Laws. In cases where export licenses or approvals are required, Purchaser shall be solely responsible for obtaining such required licenses or approvals from the appropriate governmental agencies or authorities. Upon request by Seller, Purchaser shall provide Seller with all of Purchaser’s and the customer’s information and documentary and other assistance required to maintain strict compliance with the Laws. Furthermore, Purchaser and its subcontractors will comply with (i) any and all applicable, international, federal, state, provincial and local law, regulations, executive orders and other rules of law as in effect at any time during the Contract; and (ii) any and all Seller policies addressing such legal requirements. In addition, to the extent applicable for the Products provided hereunder, Purchaser will comply with all applicable environmental requirements that apply to the Products and hazardous materials. “Environmental Requirements” includes without limitation all global, federal, state, provincial, and local laws, rules and regulations pertaining to the protection of human health, safety, wildlife or the environment. “Hazardous Materials” includes, without limitation, any material or substance that is regulated by an Environmental Requirement. In particular and without limitation, Purchaser will comply with all applicable global regulations regarding the registration, restriction, prohibition, and/or recyclability of chemicals.
Indemnification
Purchaser shall indemnify and hold harmless JAY PARTS USA Inc. and its licenser, and their employees, contractors, agents, officers and directors, from any and all claims and damages including third-party claims, damages and expenses (including attorneys’ fees) under any theory including tort, product liability, negligence (ordinary or gross), warranty, contract, statute, or otherwise arising out of the installation, use, operation, maintenance, repair, storage, sale, processing or other disposition of the Products or any use of the Websites & Social Media Pages, including, but not limited to, your Content, any use of Website’s content, services , and products, if the action or inaction of the Purchaser or its employees, customers or agents, the Purchaser’s specifications, the Purchaser’s use of the Product, or the Purchaser’s breach of this Contract, were a cause of the injuries or damages giving rise to the claims against the Seller.
Limitation of Liability
In no event shall JAY PARTS USA Inc., nor its directors, employees, partners, agents, or affiliates, be liable for any direct, indirect, special, punitive or consequential damages , or any damages whatsoever even if JAY PARTS USA Inc. has been previously advised of the possibility of such damages, whether in an action under contract, TORT (INCLUDING negligence), or any other theory, arising out of or in connection with the use, inability to use, or performance of the information, services, products and materials available from the Website and/or Social Media Pages. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
By purchasing and installing our products, you agree that should damages occur JAY PARTS USA Inc. will not be held responsible for loss of time, use, labor fees, replacement parts, or freight charges. Our products are designed to best fit your ATV/UTV/SxS under stock conditions. Adding, modifying, or fabricating any factory or aftermarket parts will void any warranty provided by JAY PARTS USA Inc.
JAY PARTS USA Inc. nor any 3rd party will be held responsible for any direct, indirect, incidental, special, or consequential damages that result from any product purchased from JAY PARTS USA Inc. The total liability of Seller to you for all damages, losses, and causes of action if any, shall not exceed the total purchase price paid for the product that gave rise to the claim. JAY PARTS USA Inc. will warranty only parts listed in JAY PARTS USA Inc. Warranty Policy. All parts and products are not warrantied if item was not installed properly, misused, or modified.
Installing, adding, modifying, or fabricating any factory or aftermarket product to your ATV/UTV may violate certain local, state, and federal laws. Be advised that laws vary depending on town, city, county, state, etc. Use of certain products on public streets, roads, or highways may be in violation law. The Buyer is solely and exclusively legally and personally responsible for any violation of the law by the installation or use of the product. You must abide by all local, state, and federal laws, including but not limited to vehicle safety, traffic laws, and ordinances. It is your responsibility to know the laws and how they apply to you.
The Buyer is responsible to fully understand the capability and limitations of his/her vehicle according to manufacturer specifications, warnings and instructions and agrees to hold JAY PARTS USA Inc. harmless from any damage resulting from failure to adhere to such specifications, warnings and/ or instructions. The Buyer is also responsible to obey all applicable federal, state, and local laws and ordinances when operating his/her vehicle while using this product, and the Buyer agrees to hold JAY PARTS USA Inc. harmless from any violation thereof.
If this limitation of liability is held to be unenforceable, JAY PARTS USA Inc. maximum liability to you shall not exceed the amount you paid to JAY PARTS USA Inc. for the products or services giving rise to your claim. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so the above limitations and exclusions may not apply to you. These Terms do not require you to waive any rights, where such waiver is prohibited by applicable law.
No Warranty – Disclaimer
YOUR USE OF THE WEBSITE AND/OR SOCIAL MEDIA PAGES IS AT YOUR SOLE RISK. THE WEBSITE AND SOCIAL MEDIA PAGES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
JAY PARTS USA Inc. does not warrant that
- the Website and/or Social Media Pages will function uninterrupted, secure or available at any particular time or location;
- any errors or defects will be corrected;
- the Website and/or Social Media Pages are free of viruses or other harmful components; or
- the results of using the Website and/or Social Media Pages will meet your requirements.
We do not guarantee the accuracy, completeness and timeliness of the information contained on the Website and/or Social Media Pages. We exclude any liability for damages arising directly or indirectly from the use of this Website and/or Social Media Pages, unless they are based on intentional misconduct or gross negligence on the part of JAY PARTS USA Inc. This also applies to all links from this Website and/or the Social Media Pages.
JAY PARTS USA Inc. reserves the right to make technical changes to and correct typographical errors on the Website and/or Social Media Pages at any time without prior notice. Any of the material on the Website and/or Social Media Pages may be out of date or inaccurate at any given time, and we are under no obligation to update such material and we are not liable for any such inaccuracies.
This disclaimer also applies to our Social Media Pages and channels: Facebook | Instagram | YouTube
Termination
These Terms are effective until terminated by either party. If you no longer agree to be bound by these Terms, you must immediately stop accessing or using the Website and/or Social Media Pages. You use the Website and/or Social Media Pages at your sole risk. If you are dissatisfied with the Website and/or Social Media Pages, the content or any of these Terms, your sole and exclusive legal remedy is to discontinue using the Website and/or Social Media Pages. If you breach any provision of these Terms, then you may no longer use the Website and/or Social Media Pages.
ENTIRE AGREEMENT – GOVERNING LAW – JURISDICTION – VENUE – SEVERABILITY
These Terms constitute the sole and entire agreement between you and JAY PARTS USA Inc. regarding the Website and/or Social Media Pages (including the purchase of our products) and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website and/or Social Media Pages.
a. If any term or condition or part of the Contract including, but not limited to, these Terms and Conditions is held to be invalid, the remaining terms and conditions of the Contract shall not be affected thereby. Except as otherwise provided herein, the Contract may be modified, cancelled, or rescinded only by the written agreement of both parties executed by their duly authorized agents. No claim arising out of any breach of the Contract may be discharged in whole or in part by waiver or renunciation of such claim unless such waiver or renunciation is in writing and signed by the parties hereto. The Contract may not be assigned without the express written consent of the Seller. In the event of a proper assignment, the contract shall be binding upon and inure to the benefit of the parties’ successors and assigns.
b. THIS TERMS AND AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES. THE UNITED NATIONS CONVENTION ON INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THE PURCHASE AND SALE OF THE PRODUCTS OR THE CONTRACT. WITHOUT LIMITING SELLER’S RIGHT TO COMMENCE ANY ACTION, AT SELLER’S ELECTION, IN ANY OTHER JURISDICTION, PURCHASER HEREBY AGREES THAT ALL DISPUTES OR DIFFERENCES, WHICH MAY ARISE OUT OF THE CONTRACT OR IN CONNECTION WITH IT, SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) (RULES) AS IN FORCE AT THE TIME OF SUCH DISPUTE BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH THE RULES. THE PLACE OF ARBITRATION SHALL BE DELAWARE. THE ARBITRAL AWARD SHALL BE SUBSTANTIATED IN WRITING. THE ARBITRAL TRIBUNAL SHALL ALSO BE ENTITLED TO DECIDE ON THE VALIDITY OF THIS ARBITRATION CLAUSE. PURCHASER WAIVES ANY AND ALL CLAIMS FOR PUNITIVE, EXEMPLARY OR TREBLE (OR ANY DAMAGES BASED UPON A MULTIPLIER) DAMAGES AGAINST SELLER AND THE MANUFACTURING AND SELLING COMPANIES RELATING TO THE PRODUCTS, THE CONTRACT, THE RELATIONSHIP OF THE PARTIES AND ANY OTHER MATTERS RELATED THERETO. YOU AGREE AND ACKNOWLEDGE THAT YOU AND JAY PARTS INC. ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, PURPORTED CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
c. Any proceeding by the Purchaser for breach of the Contract cannot be filed nor maintained unless (i) it is commenced within one (1) year after the breach or other event giving rise to Purchaser’s claim has accrued; (ii) the Purchaser has given timely written notice to Seller of its claim and has provided Seller with reasonable opportunity to cure the breach or other event giving rise to the claim; and (iii) Purchaser deposits the unpaid portion of the purchase price of the Products with the tribunal pending final adjudication. An action shall accrue no later than the delivery of the at-issue products or services to Purchaser.
d. In the event of Purchaser’s breach of the Contract, Purchaser shall be liable to Seller for all damages, including, but not limited to, consequential including lost profits and incidental damages, and costs, including attorneys’ fees, incurred by Seller in enforcing the Contract. Purchaser acknowledges and agrees that Seller may share and provide to its related and affiliated companies all data and information Seller becomes aware of as a result of its relationship with Purchaser.
e. In its relationship with Seller, Purchaser is an independent contractor. Nothing in the Contract shall be construed such that Purchaser shall be considered an employee, agent or partner of Seller. Except as otherwise provided herein, the Contract shall not confer any rights or remedies upon any third-party, other than the parties to this Contract and their respective successors and permitted assigns.
Exlusions
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Changes to these Terms
It is our policy to post any changes we make to our Terms on this page. The date of the most recent changes to these Terms is provided at the “last updated” date at the beginning of these Terms. Notice of changes in these Terms will be posted on our Website. You are responsible for visiting our Website regularly and these Terms to check for any changes.
Contact Us
If you have any questions or comments regarding these Terms, the Website and/or Social Media Pages, please contact us.
By email: info@jay-parts.us
By phone or text: 814 35 11 200