By accessing any websites of Arbitech, LLC or its subsidiaries (collectively “Arbitech”), or otherwise indicating acceptance as set forth below, you are agreeing to the following terms and conditions (as modified from time to time), and each time that you access Arbitech’s website(s) you reassert your agreement. If you do not agree with these terms and conditions, then you may not access or use Arbitech.com or any other Arbitech website.
To access certain Arbitech websites, you must present a valid password and user ID. Your password is your sole responsibility, and you must take all necessary actions to safeguard the security of your password and its use. You agree not to challenge the validity or enforceability of any order made via Arbitech with your password. You must not disclose your password to any person who is not authorized to use the password on your behalf. You will be solely responsible for all unauthorized use of your password by your employees or third parties, except where caused solely and directly by Arbitech’s negligence. Arbitech highly recommends that you change your password periodically, and that you change your password immediately when you have reason to believe that your password security has been compromised.
2. Independent Distributor
Arbitech is an independent distributor. Except as otherwise specifically represented by Arbitech as to a particular brand or product line, Arbitech is not a manufacturer-authorized vendor for the products that Arbitech resells. By accessing any websites of Arbitech, you are agreeing to engage with Arbitech as an independent distributor, and to assume any risks or responsibilities that Arbitech’s status as an independent distributor entails. For example, some manufacturers enter into partner agreements or other contracts with resellers or customers, which may contain terms and conditions providing that such resellers or customers may only buy the manufacturer’s products from authorized vendors, which would not include Arbitech. Also, the terms and conditions applicable to some transactions may limit or prohibit a party’s right to purchase products from a vendor that is not manufacturer authorized. For example, some government bid terms and conditions can only be fulfilled with products from manufacturer-authorized vendors, which would not include Arbitech. As a party to any contract or bid containing such terms and conditions, you are solely responsible for compliance with, waiver of, or assuming the risk of non-compliance with, any such terms and conditions.
USE OF ARBITECH’S WEBSITE IS ON AN “AS IS” BASIS AND ARBITECH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE OR RELATED PRODUCTS. ARBITECH DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, ARBITECH DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE ARBITECH WEBSITE IS ACCURATE, COMPLETE OR CURRENT. PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.
4. Limitation on Use
You hereby acknowledge that products sold by Arbitech are not intended for use in life support systems, critical care applications, human implantation, commercial aviation, nuclear facilities or systems or any other applications where product failure could lead to injury to persons or loss of life or catastrophic property damage. Arbitech hereby disclaims any liability or responsibility for risk of loss, expenses, cost, liability, litigation and/or potential adverse verdict or judgment in relation to any such use of the products.
5. Limited License
The information and databases provided to you via Arbitech websites is licensed to you by Arbitech for your use only in the ordinary course of your doing business with Arbitech. This license is non-exclusive, non-transferable, and may be terminated by Arbitech with or without cause at any time.
6. Limitation of Liability
Except as specifically stated herein, neither Arbitech nor any of its directors, employees or other representatives will be liable for damages arising out of or in connection with your use of any Arbitech website. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect, or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.
IN NO EVENT SHALL ARBITECH BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR OTHER DAMAGES WHATSOEVER RESULTING FROM OR RELATED TO YOUR USE OF ANY ARBITECH WEBSITE OR ARBITECH’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY AGREEMENT OR THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCT(S), WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, PERSONAL INJURY, THE NEGLIGENCE OF ARBITECH OR OTHERWISE. ARBITECH’S LIABILITY SHALL BE LIMITED SOLELY TO THE REPAIR, REPLACEMENT OR CREDIT OF THE PRODUCT(S), AT ARBITECH’S OPTION.
You agree to defend, indemnify, and hold Arbitech and its affiliates, and their respective directors, officers, employees, and agents, harmless from and against any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from or in any way relating to your use of any Arbitech website.
Arbitech may modify the information and functionality of any Arbitech website at any time. Arbitech reserves the right, in its sole discretion, to modify, alter or otherwise update these terms and conditions at any time, and you agree to be bound by such modifications, alterations or updates. Any modifications, alterations or updates to these terms and conditions will be available to you on Arbitech’s website, and you agree to regularly check Arbitech’s website for new versions of these terms and conditions.
9. Governing Law/Venue
This Agreement shall be governed by and construed under the laws of the State of California, without regard to its principles regarding conflicts of law. The parties disclaim the United Nations Convention on Contracts for the International Sale of Goods in its entirety. If any part of these terms and conditions is found void and unenforceable, it will not affect the validity of the balance of the terms and conditions, which shall remain valid and enforceable.
By accessing any websites of Arbitech, you are agreeing to comply with all applicable laws, statutes, and regulations with respect to these terms and conditions. With respect to the resale of any products acquired from Arbitech, you acknowledge and agree that the products are subject to the export control laws and regulations of the United States, including, but not limited to, the Export Administration Regulations, and sanctions regimes of the U.S. Department of Treasury and Office of Foreign Asset Controls. You will not, without prior U.S. government authorization, export, reexport, or transfer any products, either directly or indirectly, to any country subject to a U.S. trade embargo, or to any resident or national of any such country, or to any person or entity, listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. In addition, you will not export, re-export, or transfer products to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to the design, development, production, or use of: (a) nuclear materials, nuclear facilities, or nuclear weapons; (b) missiles or support of missiles projects; (c) chemical or biological weapons; and (d) life support systems, human implantation, or any other application where product failure could lead to loss of life or property damage. In accordance with the US Foreign Corrupt Practices Act (the “FCPA”), you agree that you have not made, and will not make, any direct or indirect payment, or offer or authorization to pay, any money, gift, or anything of value to any government official, including the immediate family of any such official, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, you or Arbitech in obtaining or retaining business, or otherwise securing an improper advantage.
BY ACCESSING ANY ARBITECH WEBSITE, YOU ACCEPT ALL THESE TERMS AND CONDITIONS.
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