Terms and Conditions 

EuroParts America, LLC

TERMS OF USE AS OF 10/20/08
 amended 12/29/09

PLEASE READ CAREFULLY

These terms govern your use of Online Order System portion of this website (the "Site") and the purchase of products from EuroParts America, LLC ("EPA") at the Site.  The Site is available only to anyone who has accepted these terms.  If accepted, these terms will be legally binding and will affect, among other things, the liability of EPA and you in transactions conducted at the Site.  READ THEM CAREFULLY.

User Account and Password

Upon registration, you will receive a username, password and account designation.  You are the only authorized user of the EPA account assigned to you.  You are responsible for keeping your access information confidential.  You will be responsible for all orders made at the Site using your access information even if by persons not authorized by you, unless the wrongful access is the fault of EPA.  Usernames and passwords are EPA's property and may be changed or cancelled at any time at our discretion.  If the Customer is a legal entity, the person accepting these terms represents that he/she is authorized to do so on its behalf and has the legal capacity to do so.

Confidentiality

The content at the Site is the proprietary information of EPA or its suppliers and is confidential, unless it is publicly available through no fault of yours or is independently known or developed.  In particular, all pricing information at the Site is confidential and commercially sensitive.  You may not use any of the content except for reviewing and purchasing products from EPA.  This Site and its content may not be reproduced, duplicated, copied, resold or otherwise exploited for any commercial or competitive purpose not expressly permitted by EPA.  It is EPA's policy to terminate the use rights of anyone who violates these important prohibitions.

Intellectual Property

EPA owns and operates the Site.  All content on, the software used at, and the presentation and compilation of information at the Site are protected by U.S. and international copyright and trademark laws and treaties.  Except as expressly provided in this Agreement, you may not use, copy, download, display, publish, perform, distribute, transmit, modify, make derivative works of, decompile, reverse engineer, disassemble or commercially exploit such content without EPA's written consent.  All trademarks, service marks and trade names appearing at the Site are the property of their respective owners, and may not be used by you.

Orders

Orders for products must be submitted in accordance with EPA's online order procedures and must contain all required information.  All orders are subject to acceptance by EPA.  Your order indicates acceptance and agreement to the terms and conditions as layed here.

Price

You will pay EPA's prices in effect at the time of your order.  EPA's prices at any particular time are posted on the Site and are subject to change from time to time without notice at EPA's sole discretion.  You should check them at the time of your order.  You are responsible for any tax, duty, fee or other charge imposed by a government authority on any purchase by you, and will reimburse EPA if EPA pays such amounts.  You may claim an exemption from such charges by submitting the appropriate evidence to EPA prior to your order.

Delivery

EPA will deliver products you purchase either directly to you or to your customer, according to your order and EPA's acceptance of it.  All deliveries are FOB EPA's location.  Title and risk of loss will pass to you when the goods are delivered to the carrier or to you, whichever is sooner.  EPA may request return of any products ordered and received without full payment within normal processing periods.  All products delivered directly to you will be shipped with commercially reasonable carriers selected by EPA, freight prepaid, within 24 hours best way, at EPA's discretion.  (Orders to be shipped by special delivery must be specially requested and will be shipped freight collect.)  Products will be packaged in their normal packaging unless otherwise requested; you are responsible for the cost of any special packaging.  You must submit claims for loss or damages during shipment directly to the carrier.

Unavailability of Products

In the event of product shortages, EPA will use commercially reasonable efforts to notify you and to procure alternate supplies, but reserves the right to allocate products at its discretion.

Claims/Returns

You must report to EPA, within 3 days after receipt of each shipment, any shortage, wrong parts, damage, and loss of products delivered.  All products to be returned must have an Authorization Number issued by EPA and must be shipped prepaid within 7 days of receipt of the Authorization Number.  All returned products must be accompanied by the original invoice or pick pack and be unused, resalable (unless damaged or defective) and still in the original, undamaged package.  EPA will accept no returns on Electrical Parts or Special orders.  EPA will charge you a 20% restocking fee for returns resulting from customer error.  Freight charges will not be refunded. Defective items will be replaced or credited.  EPA does not guarantee products which become defective due to improper installation or improper use.  EPA's return policy does not cover Competition or Off Road use.

Use Instructions and Restrictions

Products purchased from EPA may have instructions on proper use and installation.  Some products are designed only for certain, specific uses and EPA accordingly sells them only for such permitted uses.  Failure to observe and comply with such restrictions may expose the user to personal injury or death or property damage.  You must convey all such instructions, warnings, and restrictions on use and installation of products to your customers and must use commercially reasonable efforts to ensure that end users observe and comply with them.

Limited Warranty

EPA warrants full title of all products sold.  EPA does not manufacture any of the products and accordingly cannot and does not warrant or guarantee their performance, function, or non-infringement of third party rights.  EPA will pass to you any manufacturer's warranties for products purchased by you, to the extent permitted, and will use commercially reasonable efforts to assist you in presenting and processing any claims against the manufacturer under such warranty.  Manufacturer warranties may not be available if the product (1) fails due to improper modifications, improper handling, improper installation, improper removal or improper repairs by persons other than EPA or its authorized representatives; (2) is accidentally damaged, or subjected to abuse or improper use; (3) is altered or damaged such that EPA cannot verify the defect with normal test equipment; or (4) has had its markings altered or removed.

Disclaimer

YOUR USE OF THE SITE AND ITS CONTENT IS AT YOUR SOLE RISK.  MATERIAL PARTS OF SUCH CONTENT ARE SUPPLIED BY THIRD PARTIES.  SUCH CONTENT IS BELIEVED TO BE RELIABLE BUT EPA CANNOT CONTROL OR VERIFY IT.  ALTHOUGH EPA TRIES AND INTENDS TO PROVIDE TIMELY AND ACCURATE INFORMATION, IT CANNOT GUARANTEE THE ACCURACY, COMPLETENESS OR TIMELINESS OF ANY INFORMATION OFFERED AT ALL TIMES.  GIVEN THE MAGNITUDE OF ITS INVENTORY AND CONSTANTLY CHANGING STOCK CONDITIONS, EPA CANNOT BE RESPONSIBLE FOR OUT OF DATE APPLICATIONS, CHANGES IN WARRANTY, OR UNTIMELY PRODUCT INFORMATION FROM SUPPLIERS.  THE SITE MAY BE UNAVAILABLE AT TIMES AND MAY PRODUCE UNINTENDED OR ERRONEOUS RESULTS WHEN ACCESSED BY CUSTOMERS.  YOU ACCEPT THE SITE "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY WHATSOEVER.  EPA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

Limitations on Liability

EPA does not control the condition, quality, timing, safety or legality of any product delivered by our contracted carriers or employees.  EPA only facilitates communication and transactions.  In the event that you have a dispute with one or more independent buyers or sellers, you acknowledge that EPA (and its officers, directors, agents, subsidiaries and employees) will not be liable for any claims, demands, damages, costs and expenses of any kind or nature relating in any way to such disputes.  NEITHER EPA NOR ANY OTHER PARTY INVOLVED WITH THE SITE SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, CONTRACT OR OTHERWISE, ARISING AS A RESULT OF THIS AGREEMENT, YOUR USE OF THE SITE OR ITS CONTENTS, OR YOUR PURCHASE OF PRODUCTS ONLINE (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, DATA LOSS, OR COMPUTER FAILURE OR MALFUNCTION), EVEN IF YOU HAVE NOTIFIED EPA IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.  MAXIMUM LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THIS SITE OR YOUR PURCHASE OF PRODUCTS SHALL IN NO EVENT EXCEED THE AMOUNT OF PAYMENTS TO EPA FOR THE PARTICULAR PRODUCT GIVING RISE TO THE CLAIM.  THIS ALLOCATION OF RISK IS REFLECTED IN OUR PRICES.  Some jurisdictions do not allow the exclusion of implied warranties or certain forms of damages, so some of the above exclusions may not apply to you.  Consult your state's laws.

Indemnification

You agree to indemnify, defend and hold harmless EPA and its parents, subsidiaries, affiliates, officers, directors, agents and employees, from any claim or demand, include reasonable attorneys' fees and other legal costs, made by any third party due to or arising out of your breach of this Agreement, your violation of any law or the rights of a third party, or any other wrongful conduct or misconduct hereunder or in marketing, selling, or using any products purchased from EPA.  You shall cooperate fully in any defense of such claim.  EPA reserves the right to control the defense of any such claim.

General Terms
(a) Any claim arising out of this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Texas, or at the election of the claiming party. Either party may seek equitable relief from any court of competent jurisdiction. This provision shall survive the termination of this Agreement. This Agreement will be governed by and in accordance with the laws of the State of Texas, without regard to its conflicts of law provisions. (b) EPA reserves the right to change this Agreement (on a going forward basis), the Site, and its content at any time. You may be asked in the future to accept such changes before accessing the Site. Your continued use of the Site after any such change is made constitutes acceptance of such change. If you do not agree to any such changes, your recourse is to discontinue use of the Site. (c) If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between you and EPA and supercedes all proposals and other communications made between the parties, written or oral. This Agreement can only be changed as stated above.

EPA General Business Terms available upon request.