Terms & Conditions
HELMAR INCORPORATED WEBSITE TERMS AND
CONDITIONS
The
Web sites (collectively, the “Helmar Web Sites,” each, a “Site”) operated by
HELMAR INCORPORATED or its affiliates or subsidiaries (collectively, “HELMAR”)
are offered to you conditioned on your acceptance, without modification, of the
terms, conditions, and notices contained in these Terms and Conditions. PLEASE
READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY HELMAR WEB SITE. By
accessing or using a Helmar Web Site, you agree to be bound to these Terms and
Conditions. If you do not agree to these Terms and Conditions, you may not use
any Helmar Web Site. In addition, when using a particular Helmar Web Site, or
when using particular features or services on any Helmar Web Site (e.g.,
sweepstakes or chat areas), your use will be subject to any posted guidelines
and rules applicable to such sites, features and services (collectively,
“Additional Terms”), all of which are incorporated herein by reference. In the
event that these Terms and Conditions conflict with the Additional Terms, then
these Terms and Conditions shall control.
MODIFICATION OF THESE TERMS AND
CONDITIONS.
HELMAR
reserves the right to change these Terms and Conditions from time to time, and
at any time, with or without notice to you, by posting such changes on the
Site. You are responsible for regularly reviewing these Terms and Conditions.
By using the Site following any modifications to these Terms and Conditions,
you agree to be bound by any such modifications to these Terms and Conditions.
USE OF SITE; PERSONAL AND NON-COMMERCIAL
USE LIMITATION.
The Helmar Web Sites are for your personal
and noncommercial use only. Other than as expressly permitted in the next
paragraph, you may not copy, reproduce, distribute, transmit, display, perform,
publish, license, modify, translate, adapt, create derivative works from, transfer,
sell or otherwise exploit the Site or any content, information, software,
products or services obtained from the Helmar Web Sites, without the prior
written permission of HELMAR.
You may display and, subject to any
expressly stated restrictions or limitations relating to specific material,
electronically copy, download onto a single personal computer and print single
hard copy portions of the material from the Site solely for your own internal,
noncommercial, lawful use, including when you place an order with HELMAR to
purchase HELMAR products. If you make other use of the Site, except as
otherwise provided above, you may violate copyright and other laws of the
United States, other countries, as well as applicable state laws and may be
subject to liability for such unauthorized use.
Harassment in any manner or form on any of
the Helmar Web Sites, including via e-mail, chat or by obscene or abusive
language, is strictly forbidden. Impersonation of, or misrepresentation of your
affiliation with, others, including a HELMAR employee, host, or representative
or other member or visitor on the Site, is prohibited. You may not upload to,
distribute, or otherwise publish through the Site any content which is
libelous, defamatory, fraudulent, obscene, threatening, invasive of privacy or
publicity rights, abusive, illegal, or otherwise objectionable, or which may
constitute or encourage a criminal offense, violate the rights of any party or
otherwise give rise to liability or violate any law. You may not upload commercial
content on the Site or use the Site to solicit others to join or become members
of any other commercial online service or other organization. You may not
upload, post or transmit to, distribute or otherwise publish through the Site
any materials that restrict or inhibit any other user from using and enjoying
the Site, constitute or encourage conduct that would constitute a criminal
offense or give rise to civil liability, or contain a virus or other harmful
component, advertising of any kind, or false or misleading indications of
origin or statements of fact.
You also will not: (a) engage in
harvesting of e-mail addresses or other personal information, unsolicited
e-mailing, telephone calls or mailings, spoofing, flooding, overloading,
spidering, “screen scraping,” “database scraping,” or any other activity with
the purpose of obtaining lists of Users or other information; (b) send chain
letters or pyramid schemes via the Site; (c) decompile, disassemble or reverse
engineer the Site or any portion thereof or (d) attempt to gain unauthorized
access to the Site, any portion thereof or any other computer systems through
the Site. You agree that you will not use the Site in any manner that could
damage, disable, overburden, or impair the Site or interfere with any other
party’s use and enjoyment of the Site. You may not obtain or attempt to obtain
any materials or information through any means not intentionally made available
or provided for through the Site.
INTELLECTUAL PROPERTY
HELMAR owns, solely and exclusively, all
rights, title and interest in and to the Site, all the text, content, graphics,
interfaces, code and materials thereon, the look and feel, selection and
arrangement, design and organization of the Site, and the compilation of the
content, code, data and materials on the Site, including but not limited to all
intellectual property and proprietary rights therein. Your use of the Site does
not grant to you ownership of any of the foregoing. The Site is copyrighted as
a collective work under the United States and other copyright laws, and is the
property of HELMAR. The collective work includes works that are licensed to
HELMAR. Copyright 2000- 2019. ALL RIGHTS RESERVED. All trademarks, service art
water marks, and trade names (collectively the “Marks”) are trademarks or
registered trademarks of, and are proprietary to, Helmar Incorporated, or other
respective owners that have granted HELMAR the right and license to use such
Marks. We do not grant any license or other authorization to use any such Marks.
NOTICES AND PROCEDURES FOR MAKING CLAIMS
OF COPYRIGHT INFRINGEMENT.
Pursuant to Title 17, United States Code,
Section 512, notifications of claimed copyright infringement should be sent to
the Site’s designated agent. HELMAR respects the intellectual property of
others, and we ask our users and visitors to do the same. HELMAR will process
and investigate notices of alleged infringement, and will take appropriate
actions in accordance with the applicable intellectual property laws.
E-COMMERCE
Product and Service Availability; Orders
Prices and availability of the products and services listed on the Site are
subject to change without notice. The listing, description of or reference to a
product or service on the Site does not imply that the product or service is
presently available, does not constitute an offer to sell or supply that
product or service and does not mean that the product or service is available
in all countries. Your receipt of an electronic or other form of order
confirmation does not signify our acceptance of your order, nor does it
constitute confirmation of our offer to sell. We reserve the right at any time
after receipt of your order to accept or decline your order for any reason. We
reserve the right at any time after receipt of your order, without prior notice
to you, to supply less than the quantity you ordered of any product or service.
Not all products and services listed on the Site may be available for sale or
delivery in every area. All orders of products or services are subject to
prevailing law, including, as appropriate, export and import regulations and
boycotting restrictions, if any, imposed by governing bodies having
jurisdiction over such orders, products or services.
Shipping Charges
All shipping charges are the responsibility of the purchaser. Upon placing your
order, the purchaser acknowledges that they are responsible for all shipping
charges.
Backorders (out of stock
items)
Backordered merchandise includes items that are not currently in stock. In most
cases, these items are on order from our manufacturing facilities or suppliers.
In some cases, we are researching or waiting for stock information from one or
more of our suppliers. HELMAR will make every effort to get the item(s) back in
stock as soon as possible. If we haven’t been able to locate and ship the
item(s) to you, an order status email will be sent to you. If for any reason we
determine that a backordered item is no longer available, we will cancel the
item from your order and notify you via email. In the event that a backorder
arrives into stock, it will automatically process and ship according to your
original purchase order terms.
Returns
All products being returned must be processed through the Helmar Inc. RMA
system found at www.helmarparts.info under “Parts Return” link at the top menu
tool bar. Once an RMA is processed an RMA number is issued and emailed to the
person who filed the RMA. Helmar’s RMA document must be attached to each return
in order for it to be processed quickly and efficiently. If a product is
returned without an RMA, Helmar Inc has the right to refuse the package and all
freight charges incurred will be at the expense of the client. Helmar will not
be responsible for any return shipping charges. Original shipping and return
shipping charges are non-refundable. All products being returned must be in
either a new/unused condition or within warranty limits with normal expected
use/wear. Each return is subject to product inspection and approval of terms
and conditions met. Once an RMA is approved and processed, Helmar Inc will
issue a credit to the Helmar client account for the product only. If the Helmar
inspection report is declined, Helmar reserves the right to reject the product
and a credit will not be issued. In the event of a product received in damaged,
please contact your Helmar representative to handle your claim properly. All
returns are subject to a 10% re-stocking fee.
Payment
You are responsible for any payments due for any products or services ordered
through your account. If payment is not received by us from your credit issuer
or its agents, you agree to pay all amounts due to us. You shall also be
responsible for any costs of collection of overdue payment.
Age Requirement for Placing Orders
You must be 18 years old or older to place orders of products or services via
the Site.
TYPOGRAPHICAL ERRORS
In the event a HELMAR product or service
is listed at an incorrect price due to typographical error, error in pricing
information received from our suppliers or any other reason, HELMAR shall have
the right to refuse or cancel any orders placed for any product or service
listed at the incorrect price, whether or not the order has been confirmed and
your credit card charged.
MODIFICATIONS OR TERMINATION OF THE SITE
We reserve the right, for any reason, in
our sole discretion, to terminate, change, suspend or discontinue any aspect of
the Site, including, but not limited to, content, services, features or hours
of availability. We may also impose limits on certain features of the Site or
restrict your access to part or all of the Site without notice or penalty.
USER PARTICIPATION
HELMAR does not and cannot review all
communications and materials posted to or created by users accessing the Site
and is not in any manner responsible for the content of these communications
and materials. As a result, you may be exposed to content on the Site that you
find offensive or objectionable. Your use of the Site is at your own risk.
Opinions posted on public areas of the Site and elsewhere by users are not the
opinions of HELMAR . You acknowledge that by providing you with the ability to
view and distribute user-generated content on the Site, HELMAR is merely acting
as a passive conduit for such distribution and is not undertaking any
obligation or liability relating to any content or activities on the Site.
However, HELMAR reserves the right to monitor all portions of the Site, and to
block or remove communications or materials that it determines to be (a)
abusive, defamatory, offensive or obscene, (b) fraudulent, deceptive, or
misleading, (c) in violation of a copyright, trademark or other intellectual
property or other right, (d) in violation of any law or regulation, or (e)
otherwise unacceptable to HELMAR at its sole discretion.
PRIVACY POLICY
In the course of your use of the Site, we
may obtain certain personally identifiable information about you. Note that any
such personally identifiable information will be treated by HELMAR in
accordance with HELMAR’s Privacy Policy, which is hereby incorporated into
these Terms and Conditions by reference for all purposes.
USER SUBMISSIONS
Unless specifically requested, we do not
solicit nor do we wish to receive any confidential or secret information or
other material from you through the Site, by e-mail or in any other way. Except
for any personally identifiable information we may collect from you under the
guidelines established in our Privacy Policy, any material, ideas, information
or other communication you transmit, upload or post to or through this Site
(“Communications”) will be considered non-confidential and non-proprietary. You
acknowledge and agree that you are solely responsible for the accuracy and
content of your Communications. HELMAR will have no obligations with respect to
the Communications. By submitting or sending Communications to us: (i) you
represent and warrant that the Communications are original to you, that no
other party has any rights thereto, that any “moral rights” in such
Communications have been waived and that such Communications, and our uses
thereof, do not violate, misappropriate or infringe any third party right or
law; and (ii) you grant us and our designees a royalty-free, unrestricted,
worldwide, perpetual, irrevocable, non-exclusive and fully transferable,
assignable and sublicensable right and license to copy, reproduce, disclose,
distribute, transmit, display, publish, perform, modify, translate, adapt, make
derivative works from, incorporate and otherwise use and exploit the
Communications (in whole or part), including all data, images, creative works,
sounds, text, and other things embodied therein, for any and all commercial or
noncommercial purposes. We cannot be responsible for maintaining any
Communications that you provide to us, and we may delete or destroy any such
Communications at any time. We are not responsible for the content or text of,
or any typos, misspellings, grammar or other errors in, your Communications.
USER CHAT ROOMS
HELMAR may, but is not obligated to,
monitor or review any areas on the Site where users transmit or post
Communications or communicate with each other, including but not limited to
chat rooms, bulletin boards or other user forums, and the content of any such
Communications.HELMAR , however, will have no liability related to the content
of any such Communications, whether or not arising under the laws of copyright,
trademarks, libel, privacy, obscenity or otherwise. NOTE THAT THERE ARE RISKS,
INCLUDING BUT NOT LIMITED TO THE RISK OF PHYSICAL HARM, OF DEALING WITH STRANGERS,
UNDERAGE PERSONS OR PEOPLE ACTING UNDER FALSE PRETENSES. YOU ASSUME ALL RISKS
ASSOCIATED WITH DEALING WITH OTHER USERS WITH WHOM YOU COME IN CONTACT THROUGH
THE SITE. BECAUSE USER AUTHENTICATION ON THE INTERNET IS DIFFICULT, HELMAR
CANNOT AND DOES NOT CONFIRM THAT EACH USER IS WHO THEY CLAIM TO BE. BECAUSE WE
DO NOT AND CANNOT BE INVOLVED IN USER-TO-USER DEALINGS OR CONTROL THE BEHAVIOR
OF USERS, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU
RELEASE HELMAR FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL,
DIRECT AND INDIRECT) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND
UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED
WITH SUCH DISPUTES.
THIRD-PARTY LINKS
In an attempt to provide increased value
to our visitors, this Site may contain links to other sites on the Internet
that are owned and operated by third party vendors and other third parties (the
“External Sites”). HELMAR has no control over these linked sites, which may
have separate privacy and data collection practices, independent of HELMAR .
HELMAR has no responsibility or liability for or with respect to the accuracy
or availability of information provided by External Sites or the independent
policies or actions on or of the External Sites, and HELMAR is not responsible
for the privacy practices or for the content of External Sites. Links to
External Sites are only for your convenience and you access them at your own
risk. Links do not imply that HELMAR sponsors, endorses or is affiliated or
associated with External Sites or the content, products, advertising or other
materials presented on such External Sites, or that HELMAR has been legally
authorized to use any trademark, trade name, service mark, design, logo, symbol
or other copyrighted materials displayed on or accessible through the External
Sites. You acknowledge and agree that HELMAR is not 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 content, goods or services
available on any External Site. Nonetheless, HELMAR seeks to protect the
integrity of its Site and the links placed upon it and therefore requests any
feedback regarding not only its own Site, but regarding sites it links to as
well (including if a specific link does not work). However, you should contact
the site administrator or Webmaster for the External Sites if you have any
concerns regarding such External Sites or the content located on such External
Sites.
YOUR ACCOUNT AND PASSWORD
We may issue you, or enable you to
establish, a username and password for the Site. If so, you are responsible for
maintaining the strict confidentiality of your account password, and you are
responsible for any activity under your account and password. You agree to (a)
immediately notify us of any unauthorized use of your password or account or
any other breach of security, and (b) ensure that you exit from your account at
the end of each session. It is your sole responsibility to control the
dissemination and use of your password, control access to and use of your
account, and notify HELMAR when you desire to cancel your account on the Site.
We will not be responsible or liable for any loss or damage arising from your
failure to comply with this provision. Under no circumstances are the
individual username and password to be given to any individual other than the
person it was created for.
CHILDREN
HELMAR does not filter advertisements or
other content that children may view through our Site. We encourage parents and
guardians to spend time online with their children and to consider using
software that filters Internet content that is not appropriate for children.
DISCLAIMER
THIS SITE, INCLUDING, WITHOUT LIMITATION,
THE MATERIALS, INFORMATION, CONTENT, FUNCTIONS, SERVICES, PRODUCTS, TEXT,
GRAPHICS, AND LINKS THEREON, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO
APPLICABLE LAW, HELMAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND
WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. HELMAR DOES
NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL BE
UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE
OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS. HELMAR DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS
REGARDING THE USE OF THE MATERIALS IN THIS SITE OR WITH RESPECT TO THEIR
COMPLETENESS, CORRECTNESS, ACCURACY, AVAILABILITY, ADEQUACY, USEFULNESS,
TIMELINESS, SECURITY, RELIABILITY OR OTHERWISE. NO ADVICE, RESULTS OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE
SITE SHALL CREATE ANY OBLIGATION ON, OR WARRANTY BY, US NOT EXPRESSLY MADE
HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE
USING THE SITE.
YOU SHOULD NOT RELY ON THE SITE TO
MAINTAIN ANY DATA OR INFORMATION YOU SUBMIT; YOU SHOULD RETAIN ALL SUCH DATA
AND INFORMATION IN YOUR OWN RECORDS FOR USE IN THE EVENT THAT THE SITE FAILS OR
IS UNAVAILABLE, OR THE DATA OR INFORMATION IS LOST.
LIMITATION OF LIABILITY
IN NO EVENT SHALL HELMAR OR ANY OF ITS
OFFICERS, DIRECTORS, MEMBERS, PARTNERS, SHAREHOLDERS, EMPLOYEES, AGENTS,
LICENSORS OR SUPPLIERS (COLLECTIVELY, THE “PROTECTED ENTITIES”), BE LIABLE FOR
ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF HELMAR HAS BEEN PREVIOUSLY ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT,
NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE,
INABILITY TO USE, OR PERFORMANCE OF THE SITE OR THE INFORMATION, SERVICES,
PRODUCTS, AND MATERIALS AVAILABLE FROM THE SITE. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON WARRANTIES, OR THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,
THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE PROTECTED
ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED,
EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH
THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED
ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN
CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) IN
THE AGGREGATE, ARISING FROM THESE TERMS AND CONDITIONS OR YOUR USE OF THE SITE,
EXCEED, IN THE AGGREGATE, $10.00.
INDEMNIFICATION
You agree to indemnify, defend, and hold
harmless the Protected Entities from and against all claims, liabilities,
losses, expenses, damages and costs, including reasonable attorneys’ fees,
resulting in any way from your use of the Site, your Communications, your
placement or transmission of any message, content, information or other
materials on or through the Site, your breach or violation of the law, any
third party right or of these Terms and Conditions or any activity related to
your Site account (including negligent or wrongful conduct), by you or any
other person accessing the Site using your Site account.
APPLICABLE LAWS
These Terms and Conditions and the
relationship between you and HELMAR shall be governed in all respects by the
laws of the state of New York, U.S.A., without regard to conflicts of law
provisions, and not by the 1980 U.N. Convention on contracts for the
international sale of goods. You agree that the exclusive jurisdiction over and
venue in any legal proceeding directly or indirectly arising out of or relating
to this Site or these Terms and Conditions (including but not limited to the
purchase of HELMAR products) shall be in the state or federal courts located in
New York, and you agree to submit to the personal and exclusive jurisdiction of
such courts. You agree that regardless of any statute or law to the contrary,
any cause of action or claim you may have with respect to the Site or these
Terms and Conditions must be commenced within one (1) year after the claim or
cause of action arises or be forever barred. HELMAR’s failure to insist upon or
enforce strict performance of any provision of these Terms and Conditions shall
not be construed as a waiver of any provision or right. If any provision of
these Terms and Conditions is found by a court of competent jurisdiction to be
invalid, the parties nevertheless agree that the court should endeavor to give
effect to the intentions as reflected in the provision, and the other
provisions of these Terms and Conditions remain in full force and effect.
Neither the course of conduct between the parties nor trade practice shall act
to modify any of these Terms and Conditions. HELMAR may assign its rights and
duties under this Agreement to any party at any time without notice to you. We
control and operate this Site from our offices in the United States of America.
The Site may not be available to individuals or companies outside of the United
States. HELMAR makes no representation that materials on the Site are
appropriate or available for use in other locations, and access to them from
territories where their content is illegal is prohibited. Those who choose to
access this Site from locations outside New York do so on their own initiative
and are responsible for compliance with applicable local laws. You may not use
or export the materials in violation of U.S. or any other jurisdiction’s
export, re-export or import laws and regulations.
ARBITRATION
By using this Site, you agree that HELMAR,
at its sole discretion, may require you to submit any disputes arising from the
use of this Site, or these Terms and Conditions, including disputes arising
from or concerning their interpretation, violation, nullity, invalidity,
non-performance or termination, as well as disputes about filling gaps in these
Terms and Conditions or its adaptation to newly arisen circumstances, to final
and binding arbitration under the International Rules of Arbitration of the American
Arbitration Association, by one or more arbitrators appointed in accordance
with the said Rules. Notwithstanding these rules, however, such proceeding
shall take place in New York and shall be governed by the laws of the state as
set forth in the Applicable Laws section of these Terms and Conditions.
Further, the arbitrator(s) shall have no authority to award punitive,
consequential or other damages not measured by the prevailing party’s actual
damages in any arbitration initiated under this section, except as may be
required by applicable law.