Recitals

The Hoffman Group International and any of it subsidiaries including but not limited to: AutoLoc Power Accessories, Stellar Security Systems, Zirgo Cooling Products, Protocol Performance Products, Keep It Clean Wiring, Aurora Instruments, Helix Suspension Systems, Vintage Reproduction Parts hereinafter THG.

This Terms Of Use Agreement is for all Hoffman Group International Website or Websites including but not limited to : autoloc.com, keepitcleanwiring.com, stellarsecurity.com, zirgo.com, protocolperformanceproductions.com, vintageautoparts.com, and thehoffmangroup.com hereafter "Website" or "Websites"

Terms of Use

1. Your Acceptance
• By using and/or visiting any THG Website or Websites (collectively, including all Content available through the auroragauges.com, or thehoffmangroup.com domain name, the "AuroraGauges Website or Websites", or "Website or Websites"), you signify your agreement to (1) these terms and conditions (the "Terms of Service"), (2)THG's privacy notice, found at http://www.thehoffmangroup.com/privacy and incorporated here by reference, and (3) THG's Community Guidelines, found at http://www.thehoffmangroup.com/community_guidelines and also incorporated here by reference. If you do not agree to any of these terms, the THG privacy notice, or the Community Guidelines, please do not use this or any of  THG Website or Websites.
• Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version http://www.thehoffmangroup.com/terms. THG may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
2. THG Website or Websites
• These Terms of Service apply to all users of any THG Website or Websites, including users who are also contributors of content, information, and other materials or services on the Website or Websites. The THG Website or Websites includes all aspects of THG Website or Websites, including but not limited to the listed Website or Websites in #2 Recital and all pages of them including the AuroraGauges.com galleries and the AuroraGauges.com gauge face creator.
• The THG Website or Websites may contain links to third party Website or Websites that are not owned or controlled by The Hoffman Group International , or subsidiaries. THG has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party Website or Websites. In addition, THG  will not and cannot censor or edit the content of any third-party site. By using any part of the THG's Website or Websites, you expressly relieve THG from any and all liability arising from your use of any third-party Website or Websites.
• Accordingly, we encourage you to be aware when you leave the THG Website or Websites and to read the terms and conditions and privacy policy of each other Website or Websites that you visit.
3. THG Accounts
• In order to access some features of the Website or Websites, you will have to create a THG account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify THG immediately of any breach of security or unauthorized use of your account.
• Although THG will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of THG or others due to such unauthorized use.
4. General Use of the Website or Websites -- Permissions and Restrictions - THG hereby grants you permission to access and use THG's Website or Websites as set forth in these Terms of Service, provided that:
• You agree not to distribute in any medium any part of the Website or Websites, including but not limited to User Submissions (defined below), without THG's prior written authorization.
• You agree not to alter or modify any part of the Website or Websites, including but not limited to THG's gauge face creator, gauge face gallery or any of its related technologies.
• You agree not to access User Submissions (defined below) or THG Content through any technology or means other than the gauge face gallery pages of the Website or Websites itself, the THG's gauge face creator, gauge face gallery, or other explicitly authorized means THG may designate.
• You agree not to use the Website or Websites, including the THG's gauge face creator, gauge face gallery for any commercial use, without the prior written authorization of THG. Prohibited commercial uses include any of the following actions taken without THG's express approval:
• sale of access to the Website or Websites or its related services (such as THG's gauge face creator, gauge face gallery Views) on another Website or Websites;
   
• use of the Website or Websites or its related services (such as the THG's gauge face creator, gauge face gallery), for the primary purpose of gaining advertising or subscription revenue;
   
• the sale of advertising, on the THG Website or Websites or any third-party Website or Websites, targeted to the content of specific User Submissions or THG content;
   
• and any use of the Website or Websites or its related services (such as the THG's gauge face creator, gauge face gallery) that THG finds, in its sole discretion, to use THGs resources or User Submissions with the effect of competing with or displacing the market for THG, THG content, or its User Submissions. (For more information about prohibited commercial uses, see our FAQ.)

   
• Prohibited commercial uses do not include:
• uploading an original artwork to THG Website or Websites, or maintaining an original gallery on THG Website or Websites, to promote your business or artistic enterprise;
   
• using the THG's gauge face creator, gauge face gallery to show THG videos on an ad-enabled blog or Website or Websites, provided the primary purpose of using the THG's gauge face creator, gauge face gallery is not to gain advertising revenue or compete with THG;
   
• any use that THG expressly authorizes in writing.
   

(For more information about what constitutes a prohibited commercial use, see our FAQ.)

• If you use the THG's gauge face creator, gauge face gallery on your Website or Websites, you must include a prominent link back to the THG Website or Websites on the pages containing the THG's gauge face creator, gauge face gallery and you may not modify, build upon, or block any portion of the Gauge Face Creator or Gallery in any way.
• You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website or Websites in a manner that sends more request messages to the THG servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, THG grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. THG reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website or Websites, nor to use the communication systems provided by the Website or Websites (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website or Websites with respect to their User Submissions.
• You will otherwise comply with the terms and conditions of these Terms of Service, THG Community Guidelines, and all applicable local, national, and international laws and regulations.
• THG reserves the right to discontinue any aspect of the THG Website or Websites at any time.
5. Your Use of Content on the Site

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the THG Website or Websites.

• The content on the THG Website or Websites, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to THG, subject to copyright and other intellectual property rights under the law. Content on the Website or Websites is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. THG reserves all rights not expressly granted in and to the Website or Websites and the Content.
• You may access User Submissions solely:
• for your information and personal use;
• as intended through the normal functionality of the THG Service; and for Streaming.

"Streaming" means a contemporaneous digital transmission of an audiovisual work via the Internet from the THG Service to a user's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the user. Accessing User content for any purpose or in any manner other than Streaming is expressly prohibited. User content are made available "as is."

• User Comments are made available to you for your information and personal use solely as intended through the normal functionality of the THG Service. User Comments are made available "as is", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the THG Service or otherwise as prohibited under this Agreement.
• You may access THG Content, User Submissions and other content only as permitted under this Agreement. THG reserves all rights not expressly granted in and to the THG Content and the THG Service.
• You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website or Websites for any commercial purposes.
• You agree not to circumvent, disable or otherwise interfere with security-related features of the THG Website or Websites or features that prevent or restrict use or copying of any Content or enforce limitations on use of the THG Website or Websites or the Content therein.
• You understand that when using the THG Website or Websites, you will be exposed to User Submissions from a variety of sources, and that THG is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against THG with respect thereto, and agree to indemnify and hold THG, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
6. Your User Submissions and Conduct
• As a THG user you may submit content ("User Data") and textual content ("User Comments"). User Data and User Comments are collectively referred to as "User Submissions." You understand that whether or not such User Submissions are published, THG does not guarantee any confidentiality with respect to any User Submissions.
• You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize THG to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website or Websites and these Terms of Service.
• For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to THG, you hereby grant THG a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the THG Website or Websites and THG's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the THG Website or Websites (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the THG Website or Websites/s a non-exclusive license to access your User Submissions through the Website or Websites, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website or Websites and under these Terms of Service. The above licenses granted by you in User Videos terminate within a commercially reasonable time after you remove or delete your User Data from the THG Service. You understand and agree, however, that THG may retain, but not display, distribute, or perform, server copies of User Submissions that have been removed or deleted. The above licenses granted by you in User Comments are perpetual and irrevocable.
• In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant THG all of the license rights granted herein.
• You agree that your conduct on the site will comport with the THG Community Guidelines, found at http://www.thehoffmangroup.com/community_guidelines, which may be updated from time to time.
• THG does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and THG expressly disclaims any and all liability in connection with User Submissions. THG does not permit copyright infringing activities and infringement of intellectual property rights on its Website or Websites, and THG will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. THG reserves the right to remove Content and User Submissions without prior notice.
7. Account Termination Policy
• THG will terminate a User's access to its Website or Websites if, under appropriate circumstances, they are determined to be a repeat infringer.
• THG reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. THG may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
8. Digital Millennium Copyright Act
• If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

THG's designated Copyright Agent to receive notifications of claimed infringement is: Justin Smith, 201 SE Oak Street., Second Floor, Portland, OR 97214, email: copyright@thehoffmangroup.com, fax: 503-597-0315. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to THG customer service through http://www.thehoffmangroup.com/support. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

• Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:
• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content;
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Portland, Oregon, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, THG may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at THG's sole discretion.

9. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE THG Website or Websites SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THG, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE Website or Websites AND YOUR USE THEREOF. THG MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR Website or Websites, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR Website or Websites, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR Website or Websites BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS-IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE THG Website or Websites. THG DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE THG Website or Websites OR ANY HYPER-LINKED Website or Websites OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND THG WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

10. Limitation of Liability

IN NO EVENT SHALL THG, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR Website or Websites, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR Website or Websites, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR Website or Websites BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE THG Website or Websites, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ORNOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT THG SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Website or Websites is controlled and offered by THG from its facilities in the United States of America. THG makes no representations that the THG Website or Websites is appropriate or available for use in other locations. Those who access or use the THG Website or Websites from other jurisdictions do so at their own volition and are responsible for compliance with local law.

11. Indemnity

You agree to defend, indemnify and hold harmless THG, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the THG Website or Websites; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the THG Website or Websites.

12. Ability to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the THG Website or Websites is not intended for children under 13. If you are under 13 years of age, then please do not use the THG Website or Websitesthere are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.

13. Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by THG without restriction.

14. General

You agree that: (i) the THG Website or Websites shall be deemed solely based in Oregon; and (ii) the THG Website or Websites shall be deemed a passive Website or Websites that does not give rise to personal jurisdiction over THG, either specific or general, in jurisdictions other than Oregon. These Terms of Service shall be governed by the internal substantive laws of the State of Oregon, without respect to its conflict of laws principles. Any claim or dispute between you and THG that arises in whole or in part from the THG Website or Websites shall be decided exclusively by a court of competent jurisdiction located in Multnomah County, Oregon. These Terms of Service, together with the Privacy Notice at http://www.thehoffmangroup.com/privacy and any other legal notices published by THG on the Website or Websites, shall constitute the entire agreement between you and THG concerning the THG Website or Websites. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and THG's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. THG reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the THG Website or Websites following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND THG AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE THG Website or Websites MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

15. Terms of Sale



Prices: All prices are in US dollars and do not include shipping and handling.

Shipping: Dynamic, LLC will ship all domestic parcels U.P.S ground service or US post office. Air service via U.P.S., Fedex, and US post office is available at additional fee.

International Shipping: International shipping charges listed are for shipment by the United States Postal Service. If you wish to have your purchase shipped via UPS there is an additional fee. All international packages not shipped via UPS are at buyer's risk of loss.

Terms: We accept Visa, Mastercard, and American Express. Please be advised that Dynamic, LLC will only ship to the billing address of the card. When ordering by mail we will accept certified checks and money orders drawn on US banks.

Returned Merchandise: All returns must be accompanied by a pre-issued RETURN AUTHORIZATION NUMBER (RA number). To obtain your RA number please contact our return department. Your RA number must be clearly marked on the outside of the returned merchandise. Any merchandise without an RA number indicated will be refused. The product must be returned, unused, within 10 days of notification. We will refund your merchandise purchase price, minus a 25% restocking fee. We will not accept merchandise returned COD. All parts must be unused and in resalable condition in the original packaging. Customer must pay for shipping. All custom orders, orders requiring part customization or modification, electrical items, items with on board relays, relays, and shipping & handling charges are non refundable. All returns must be made within 30 days of date of purchase.

Lowest price guarantee: All prices are based on suggested retail price of similar individual products with the same features, and options. Price adjustment must be made before or during sale date. For more information please feel free to contact us at 800-873-4038.

All prices, specifications, and descriptions are subject to change without notice.

Purchases of The Hoffman Groupproducts and services are governed by one of the following terms and conditions. Please review carefully:

A) U.S. Terms and Conditions of Sale -- Direct (Applies to all direct purchases by internet, phone, or other means)

B) Retail Purchaser End User Agreement (Applies to all purchases from retail sellers)

C) Terms and Conditions of Sale for Persons or Entities Purchasing to Resell (Applies to all purchases of products that buyer intends to resell to others)

D) Site Terms (Governs use of The Hoffman Group's web site)

U.S. Terms and Conditions of Sale - Direct (Applies to all direct purchases-by internet, phone, or other means)

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A BINDING ARBITRATION CLAUSE.

NOTE: These U.S. Terms and Conditions of Sale apply to direct purchases made from The Hoffman Group by phone, the Internet, in person, or any other means.

These terms and conditions ("Agreement") apply to your purchase of products and/or services and support ("Product") sold in the United States by The Hoffman Group, including its affiliates or subsidiaries. By accepting delivery of the Product, you accept and are bound to the terms and conditions of this Agreement. If you do not wish to be bound by this Agreement, you must notify The Hoffman Group and return your purchase pursuant to The Hoffman Group's Return Policy. See: www.thehoffmangroup.com/returnpolicy. THIS AGREEMENT SHALL APPLY UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH THE HOFFMAN GROUP, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER HOFFMAN GROUP TERMS AND CONDITIONS APPLY TO THE TRANSACTION.

1. Other Documents
 

This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and The Hoffman Group. If you do not receive an invoice or acknowledgement in the mail, via e-mail, or with your Product, information about your purchase may be obtained at https://support.The Hoffman Group.com/The Hoffman Groupcare/Invoice.aspx or by contacting your sales representative.

2. Payment Terms, Orders, Quotes, Interest



Terms of payment are within The Hoffman Group's sole discretion, and unless otherwise agreed to by The Hoffman Group, payment must be received by The Hoffman Group prior to The Hoffman Group's acceptance of an order. Payment for the products will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by The Hoffman Group. Invoices are due and payable within the time period noted on your invoice, measured from the date of the invoice. The Hoffman Group may invoice parts of an order separately. Your order is subject to cancellation by The Hoffman Group, in The Hoffman Group's sole discretion. Unless you and The Hoffman Group have agreed to a different discount, The Hoffman Group's standard pricing policy applies to all sales. The Hoffman Group is not responsible for pricing, typographical, or other errors in any offer by The Hoffman Group and reserves the right to cancel any orders resulting from such errors.

3. Shipping Charges, Taxes, Title, Risk of Loss
 

Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Title to products passes from The Hoffman Group's Distributor to Customer on shipment from The Hoffman Group's Distributor's facility. Loss or damage that occurs during shipping is your responsibility. You must notify The Hoffman Group within 21 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing, wrong or damaged. Unless you provide The Hoffman Group with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order. Shipping dates are estimates only.

4. Warranties

 

THE LIMITED WARRANTIES APPLICABLE TO  HOFFMAN GROUP PRODUCTS CAN BE FOUND AT www.thehoffmangroup.com/warranty OR IN THE DOCUMENTATION PROVIDED WITH THE PRODUCT.  THE HOFFMAN GROUP MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-BRANDED PRODUCT, SERVICE, MAINTENANCE OR SUPPORT. SUCH PRODUCT, SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED "AS IS" AND ANY THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE NOT PROVIDED BY THE THE HOFFMAN GROUP. THE HOFFMAN GROUP MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THE APPLICABLE HOFFMAN GROUP-BRANDED WARRANTY OR SERVICE DESCRIPTION IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. HOFFMAN GROUP BRANDED WARRANTIES AND SERVICES ARE EFFECTIVE ON PAYMENT IN FULL, AND THE HOFFMAN GROUP IS NOT OBLIGATED TO HONOR ANY WARRANTY OR PROVIDE SERVICE UNTIL THE HOFFMAN GROUP RECEIVES PAYMENT IN FULL.  IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT, ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY.

5. Software



All software is provided subject to a license agreement and you agree that you will be bound by such license agreement in addition to these terms. Title to software remains with the applicable licensor(s).

6. Return Policies, Exchanges
 

The Hoffman Group's return policy can be found at www.thehoffmangroup.com/returnpolicy and you agree to those terms. You must contact us directly before you attempt to return Product to obtain a Return Material Authorization Number for you to include with your return. You must return Product to us in their original or equivalent packaging. You are responsible for risk of loss, shipping and handling fees for returning or exchanging Product. Additional fees may apply. If you fail to follow the return or exchange instructions and policies provided by The Hoffman Group, The Hoffman Group is not responsible for Product that is lost, damaged, modified or otherwise processed for disposal or resale. At The Hoffman Group's discretion, credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing.

7. Changed or Discontinued Product
 

The Hoffman Group's policy is one of ongoing update and revision. The Hoffman Group may revise and discontinue Product at any time without notice to you and this may affect information saved in your online "cart." The Hoffman Group will ship Product that has the functionality and performance of the Product ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. Parts used in repairing or servicing Product may be new, equivalent-to-new, or reconditioned.

8. Service and Support.
 
• Consumer Customers
 

Service offerings may vary.  The Hoffman Group may in its discretion revise its general and optional service and support programs and the terms and conditions that govern them without prior notice to you. Your purchase of products or services is pursuant to this Agreement and to the terms and conditions of The Hoffman Group, if applicable, published online at the time of your purchase. The Hoffman Group has no obligation to provide service or support until The Hoffman Group has received full payment for the Product or service you purchased. The Hoffman Group is not obligated to provide third-party branded service or support, or service or support for any products or services that you purchased through a third-party and notThe Hoffman Group. It is your responsibility to ensure the compatibility and safety of a product when used in conjunction with your specific vehicle prior to obtaining technical or warranty support. The Hoffman Group  will have no liability for loss or damage or injury to you or others, your vehicle, or any personal property arising out of the services or support or any act or omission, including negligence, by The Hoffman Group or any third-party service provider.  Prior to The Hoffman Group and/or any third-party service provider providing service or technical support for any product you represent that you have the skills and knowledge necessary to competently perform the installation of the product in a workmanlike manner and you warrant that you are familiar with the necessary safety precautions.  You hereby indemnify The Hoffman Group for any claim by any third party arising out the provision of technical support to you by the Hoffman Group.  Parts used in repairing or servicing Product(s) may be new, equivalent-to-new or reconditioned.

• Commercial Customers, including Small, Medium and Large Business and the Public Sector Customers



Support and Service is available only for Hoffman Group branded products purchased and sold by authorized dealers at The Hoffman Group's published retail prices.  In order to become an authorized dealer, or to check your status as an authorized dealer, please contact a Hoffman Group sales representative.  Authorized Dealer status is subject to revocation without notice for failure.

 
9. Limitation of Liability



The Hoffman Group DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE HOFFMAN GROUP WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, The Hoffman Group IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

10. Not For Resale or Export
 

You agree to comply with all applicable laws and regulations of the various states and of the United States. You agree and represent that you are buying only for your own internal use only, and not for resale or export. The Hoffman Group has separate terms and conditions governing resale of Product by third parties and transactions outside the United States.

  11. Governing Law



THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND The Hoffman Group arising from or relating to this agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement, The Hoffman Group's advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OREGON, WITHOUT REGARD TO CONFLICTS OF LAW.

12. Binding Arbitration
 

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND The Hoffman Group, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, "The Hoffman Group") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement),The Hoffman Group's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com, or via telephone at 1-800-474-2371). In the event of any inconsistency or conflict between NAF Code of Procedure and this Agreement, this Agreement shall control. The arbitration will be limited solely to the dispute or controversy between customer and The Hoffman Group. NEITHER CUSTOMER NOR The Hoffman Group SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The individual (non-class) nature of this dispute provision goes to the essence of the parties' arbitration agreement, and if found unenforceable, the entire arbitration provision shall not be enforced. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.  If any customer prevails on any claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Otherwise, each party shall pay for its own costs and attorneys' fees, if any. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.

16. Retail Purchaser End User Agreement (Applies to all purchases from retail sellers)



PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU. THIS DOCUMENT CONTAINS A BINDING ARBITRATION CLAUSE.

This Retail Purchaser End User Agreement ("Agreement") governs your retail purchase and use of products and/or services and support ("Product") sold in the United States by The Hoffman Group, including its affiliates or subsidiaries. BY PURCHASING AND USING THE PRODUCT, YOU ("CUSTOMER") AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THE PRODUCT, AND RETURN THE PRODUCT TO YOUR PLACE OF PURCHASE.

1. Other Documents
 

This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and The Hoffman Group.

2. Warranties
 

THE LIMITED WARRANTIES APPLICABLE TO  HOFFMAN GROUP PRODUCTS CAN BE FOUND AT www.thehoffmangroup.com/warranty OR IN THE DOCUMENTATION PROVIDED WITH THE PRODUCT.  THE HOFFMAN GROUP MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-BRANDED PRODUCT, SERVICE, MAINTENANCE OR SUPPORT. SUCH PRODUCT, SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED "AS IS" AND ANY THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE NOT PROVIDED BY THE THE HOFFMAN GROUP. THE HOFFMAN GROUP MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THE APPLICABLE HOFFMAN GROUP-BRANDED PRODUCT WARRANTY OR SERVICE DESCRIPTION IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. HOFFMAN GROUP BRANDED WARRANTIES AND SERVICES ARE EFFECTIVE ON PAYMENT IN FULL, AND THE HOFFMAN GROUP IS NOT OBLIGATED TO HONOR ANY WARRANTY OR PROVIDE SERVICE UNTIL THE HOFFMAN GROUP RECEIVES PAYMENT IN FULL.  IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT, ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY

3. Software



All software is provided subject to a license agreement and you agree that you will be bound by such license agreement in addition to these terms. Title to software remains with the applicable licensor(s).

4. Return Policies


Exchanges.  Returns and exchanges are governed by the policies of the retailer where you purchased the Product.

5. Service and Support

 
• Consumer Customers.
 

Service offerings may vary. In addition to these terms and conditions, your third-party vendor may provide such service and support to you in accordance with their terms and conditions. The Hoffman Group and/or your third-party vendor or service provider may in their discretion revise their general and optional service and support programs and the terms and conditions that govern them without prior notice to you. Your purchase of and goods or services is pursuant to this Agreement and the terms and conditions of your third party vendor.  The Hoffman Group has no obligation to provide service or support until The Hoffman Group has received full payment for the service/support contract you purchased. The Hoffman Group is not obligated to provide third-party branded service or support, or service or support for any products or services that you purchased through a third-party and not The Hoffman Group. It is your responsibility to backup all existing data, software, and programs before receiving services or support (including telephone support). The Hoffman Group and/or your third-party service provider will have no liability for loss or recovery of data, programs or loss of use of system(s) arising out of the services or support or any act or omission, including negligence, by The Hoffman Group or your third-party service provider. The Hoffman Group and/or your third-party service provider is not permitted by law to copy pirated or copyrighted materials or to copy or handle illegal data. Prior to The Hoffman Groupand/or your third-party service provider providing service or support, you represent that your system(s) does not contain illegal files or data. You also represent that you own the copyright or have a license to make copies to all files on your system and do not have any data that would cause The Hoffman Group to be liable for copyright infringement if those files were copied by The Hoffman Group and/or your third-party service provider. Parts used in repairing or servicing Product may be new, equivalent-to-new, or reconditioned.

• Commercial Customers, including Small, Medium and Large Business and Public Sector Customers
 

Services and/or support offerings are provided to you pursuant to The Hoffman Group's applicable warranties incorporated herein in their entirety by reference.

6. Limitation of Liability
 

The Hoffman Group DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, The Hoffman Group WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, The Hoffman Group IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT YOU PAID FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

7. Not For Resale or Export
 

You agree to comply with all applicable laws and regulations of the various states and of the United States. You agree and represent that you are buying for your own internal use only, and not for resale or export. The Hoffman Group has separate terms and conditions governing resale of Product by third parties and transactions outside the United States.

  8. Governing Law



THE PARTIES AGREE THAT THIS AGREEMENT, THE PURCHASE AND USE OF THE PRODUCT, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND The Hoffman Group arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement, Customer's purchase or use of the Product, The Hoffman Group's advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OREGON, WITHOUT REGARD TO CONFLICTS OF LAW.

9. Binding Arbitration.



ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND The Hoffman Group, ITS AGENTS, EMPLOYEES, PRINCIPALS, SUCCESSORS, ASSIGNS, AFFILIATES (COLLECTIVELY FOR PURPOSES OF THIS PARAGRAPH, "The Hoffman Group") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Customer's purchase or use of the Product, The Hoffman Group's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com, or via telephone at 1-800-474-2371). In the event of any inconsistency or conflict between NAF Code of Procedure and this Agreement, this Agreement shall control. The arbitration will be limited solely to the dispute or controversy between Customer and The Hoffman Group. NEITHER CUSTOMER NOR The Hoffman Group SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The individual (non-class) nature of this dispute provision goes to the essence of the parties' arbitration agreement, and if found unenforceable, the entire arbitration provision shall not be enforced. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.  If any Customer prevails on any claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Otherwise, each party shall pay for its own costs and attorneys' fees, if any. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.

17. Terms and Conditions of Sale for Persons or Entities Purchasing to Resell (applies to all purchases of Products that buyer intends to resell to others)



PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.

These terms and conditions ("Agreement") apply to your purchase and resale of hoffman group and related products, services, and support in the United States ("Products") by the The Hoffman Group entity named on your invoice ("The Hoffman Group") or on other documents provided to you by The Hoffman Group. This Agreement does not apply to you if you are buying for your own end use. By accepting delivery of the Products, you agree to be bound by and accept the terms and conditions of this Agreement. These terms and conditions are subject to change at any time in The Hoffman Group's sole discretion without prior written notice. If you do not wish to be bound by this Agreement, you must promptly notify The Hoffman Group. Products must remain in the boxes in which they were shipped and you must notify us immediately to arrange a Product return, for which YOU WILL BE RESPONSIBLE FOR SHIPPING & HANDLING CHARGES. ADDITIONAL RETURN OR RESTOCKING FEES MAY APPLY. THIS AGREEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH The Hoffman Group.

1. Other Documents
 

This Agreement may NOT be altered, supplemented or amended by the use of any other document(s) unless otherwise agreed to in a separate written agreement signed by both you and The Hoffman Group. If you do not receive an invoice or acknowledgement in the mail or with your Product, information about your purchase may be obtained by contacting your sales representative.

2. Reselling



You may resell Products to end-users approved by The Hoffman Group, in The Hoffman Group's sole discretion.  Approval by The Hoffman Group shall not be deemed from the sale of Product to you. You may not resell to end-users outside the country or territory covered by the The Hoffman Group entity from which you purchased your Product without prior approval. You may not remarket or resell through auction-type web sites without approval. This Agreement is not exclusive. The Hoffman Group may market Products to any third-party directly or indirectly without any obligation or liability to you. This Agreement does not guarantee that you will make any sales of the Products. You may determine or set your resale Product pricing but The Hoffman Group reserves the right to discontinue the sales of Products to you if you advertise Products for sale prices lower than Hoffman Group's published retail prices. The Hoffman Group reserves the right to restrict or prohibit your participation in certain promotions, and to add, modify, or discontinue pricing, Products, or parts. The Hoffman Group may require you to meet additional obligations not outlined herein, which will be disclosed to you prior to your purchase of Products. You will provide The Hoffman Group such information and reports as may reasonably be requested by The Hoffman Group.

3. Trademarks, Copyrights
 

You may use the "The Hoffman Group" name and brand names and The Hoffman Group's Product names solely for the purpose of accurately identifying the The Hoffman Group-branded Products you market or sell under this Agreement. You agree to change or correct, at your own expense, any material or activity that The Hoffman Group decides is inaccurate, objectionable or misleading, or a misuse of The Hoffman Group's name, trademarks, service marks, or The Hoffman Group's logos or copyrighted works. You may not use the The Hoffman Group name or The Hoffman Group's product names for any other purpose. You may not use other The Hoffman Group trademarks or service marks, or The Hoffman Group's logos or copyrighted works, at any time. Without prior approval you are prohibited from referring to yourself as an authorized reseller of The Hoffman Group, implying that you and The Hoffman Group are legal partners, creating the impression that The Hoffman Group is affiliated with you or has sponsored, authorized, approved or endorsed your business, or any offer or any marketing, advertising, or promotion thereof in any manner other than that provided expressly for by the terms of your agreement with the Hoffman Group. You may not register or use any domain name or business name containing or confusingly similar to any name or mark of The Hoffman Group's. You will clearly and prominently identify yourself in all offers and advertising, marketing, and promotional materials relating to this Agreement.

4. Quotes, Orders, Payment Terms, Interest
 

Payment terms are within The Hoffman Group's sole discretion. You agree not to violate the terms of any offer or concession made available by The Hoffman Group. The Hoffman Group may invoice or ship parts of an order separately. The Hoffman Group reserves the right to cancel an order or transaction, in whole or in part. If you breach the provisions of this Agreement or the terms of any offer, The Hoffman Group may charge or re-debit your account or credit card the full list price for your purchase (in lieu of a discounted or special price included in the offer). You agree to pay interest on all past-due sums at the highest rate allowed by law. You hereby grant The Hoffman Group, and The Hoffman Group hereby retains, a purchase money security interest and lien on any and all of your rights, title, and interest in Products, wherever located, and all replacements or proceeds of the Products, until the invoice for the applicable Products is paid in full, including any late charges and costs of collection. You consent to The Hoffman Group''s use of this Agreement, as well as Product invoices, as financing statements for protecting this security interest and appoint The Hoffman Group as your agent for service of process. Unless you and The Hoffman Group have agreed to a different discount, The Hoffman Group's standard pricing policy for The Hoffman Group-branded Products will be your price.

5. Shipping Charges, Taxes
 

Shipping dates provided by The Hoffman Group are estimates only. Shipping and handling are additional and will be shown on the invoice(s) or other documentation.  Loss or damage that occurs during shipping is your responsibility. Unless you provide The Hoffman Group with a valid and correct tax-exemption certificate applicable to the Product ship-to location at the time of purchase, you will be responsible for sales, goods, and services, and all other taxes and fees associated with the order, however designated, except for The Hoffman Group's franchise taxes and taxes on The Hoffman Group's net income.

6. Title, Risk of Loss, Insurance
 

Title to products passes from The Hoffman Group to you on shipment from The Hoffman Group's facility or third-party manufacturer's facility. Title to software will remain with the applicable licensor(s). You will maintain comprehensive general liability, including products liability, insurance in an amount appropriate for your business, but in no event less than $1,000,000.00 (US) with an insurance company having a Best rating of A. Upon The Hoffman Group's request, you will provide to The Hoffman Group a certificate of such insurance (including any new or amended certificates of insurance) and/or name The Hoffman Group as an additional insured upon request.

7. Warranties
 

The Hoffman Group MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION AND IN The Hoffman Group'S APPLICABLE LIMITED WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP, OR ACKNOWLEDGEMENT FOUND AT www.TheHoffmanGroup.com/warranty OR THE DOCUMENTATION PROVIDED WITH THE PRODUCT(S). The Hoffman Group DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES BY The Hoffman Group FOR NON-The Hoffman Group BRANDED PRODUCTS, SERVICE, OR SOFTWARE PRODUCTS. ALL SUCH PRODUCTS ARE PROVIDED BY The Hoffman Group "AS IS." NO REVISION IN LIMITED WARRANTIES WILL AFFECT PRODUCTS ALREADY ORDERED BY YOU.

8. Additional Remedies & Responsibilities
 

The Hoffman Group RESERVES THE RIGHT TO DISCONTINUE OR OTHERWISE VOID ANY WARRANTY, SERVICE, MAINTENANCE, OR SUPPORT IT OFFERS IN WHOLE OR IN PART.  YOU SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL REPRESENTATIONS AND OMISSIONS YOU MAKE OR FAIL TO MAKE TO YOUR CUSTOMERS OR TO THE PUBLIC. YOU WILL INFORM YOUR CUSTOMERS OF The Hoffman Group'S RIGHTS AND YOUR OBLIGATIONS UNDER THIS AGREEMENT.

  9. Software
 

All software is provided subject to the license agreement that is provided with the Product. You agree that you and your customers will be bound by such license agreement.

10. No Returns
 

All sales are final and any return is at the discretion of the Hoffman Group. Neither you nor your customers may return Products to The Hoffman Group.

11. Products
 

The Hoffman Group's policy is one of ongoing Product update and revision. The Hoffman Group may revise and discontinue Products at any time without notice to you. The Hoffman Group will ship Products that have the functionality and performance of the Products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. The parts and assemblies used in building Products and spare parts are selected from new, equivalent-to-new, or reconditioned parts and assemblies.

12. Limitation of Liability
 

The Hoffman Group DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, LOST PROFITS, LOSS OF BUSINESS, YOUR BREACH OF THIS AGREEMENT, OR THE PROVISION OF SERVICES OR SUPPORT. The Hoffman Group WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ON OUR WEB SITE TO THE CONTRARY, The Hoffman Group IS NOT RESPONSIBLE FOR INFORMATION OR DATA YOU PROVIDE TO US UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT TO THE CONTRARY. YOU AGREE THAT FOR ANY LIABILITY ARISING FROM OR RELATED TO THE PURCHASE OF ANY PRODUCTS, The Hoffman Group IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT INVOICED BY The Hoffman Group FOR THE RESPECTIVE PRODUCTS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

13. Service and Support
 

Service offerings may vary from product to product. In addition to these terms and conditions, The Hoffman Group or your third-party service provider may provide such service and support to you in the United States or Canada at its sole discretion. The Hoffman Group or your third-party service provider may at its discretion, revise its general and optional service or support programs and the terms and conditions that govern those programs without prior notice to you. The Hoffman Group HAS NO OBLIGATION TO PROVIDE SERVICE OR SUPPORT TO YOU OR YOUR CUSTOMERS UNTIL The Hoffman Group HAS RECEIVED FULL PAYMENT FOR THE PRODUCT OR SERVICES/SUPPORT CONTRACT THAT YOU PURCHASED. The Hoffman Group is not obligated to provide third-party-branded service or support, or service or support for any product or services that you purchased through a third-party and not from The Hoffman Group. The Hoffman Group or your third-party service provider will have no liability for any damage arising out of the services or support or any act or omission, including negligence, by The Hoffman Group or your-third-party service provider.

  14. Your Indemnity to The Hoffman Group



To the fullest extent permitted by law, you will indemnify, defend, and hold harmless The Hoffman Group, including The Hoffman Group's officers, directors, agents, employees, subsidiaries, affiliates, parents, successors and assigns, from any claim, demand, cause of action, debt, or liability (including reasonable attorneys' or legal fees, expenses, and court costs) that relates to: (a) your modification of or addition to Product(s); (b) your breach of this Agreement; (c) your omission, misrepresentation, or negligence; and (d) damage to a third party by the Products sold by you to the extent such claim is based on (i) your modification of or addition to the Products, misuse or abuse of the Products, negligence, or breach of any provision in this Agreement; (ii) your failure to abide by all applicable laws, rules, regulations, and orders that affect the Products; (iii) your omission, misrepresentation, or negligence; or (iv) intentional harm to any person or property caused by you. Indemnified claims, debts, and liabilities include the amount of any discount in price or concession that is made available by The Hoffman Group to you.

15. Dispute Resolution
 

The parties will attempt to resolve any claim, dispute, or controversy (whether in contract, tort or otherwise) against The Hoffman Group, its agents, employees, successors, assigns, or affiliates (collectively for purposes of this paragraph, "The Hoffman Group") arising out of or relating to this Agreement, The Hoffman Group's advertising, or any related purchase (a "Dispute") through face-to-face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. If the parties are unable to resolve the Dispute through negotiation or mediation within a reasonable time after written notice from one party to the other that a Dispute exists, the Dispute will be settled by binding arbitration in accordance with the then current CPR Rules for Non-Administered Arbitration. The Arbitration will be conducted before three (3) independent and impartial arbitrators. The Hoffman Group will appoint one (1) arbitrator and the other party or parties will appoint one (1) arbitrator. The two (2) appointed arbitrators will then select a third arbitrator, who shall be the presiding arbitrator. The arbitration hearing shall take place in Portland, Oregon and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrators shall base their award on the terms of this Agreement, and will follow the law and judicial precedents that a United States District Judge sitting in the Western District of Texas would apply to the Dispute. The arbitrators shall render their award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction. The existence or results of any negotiation, mediation, or arbitration will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, although the merits of the underlying Dispute will be resolved in accordance with this paragraph.

16. Independent Contractors
 

No provision of this Agreement will or shall be deemed to create a partnership, joint venture, or other combination between The Hoffman Group and you. You and The Hoffman Group are independent contractors. Neither party will make any warranties or representations or assume any obligations on the other party's behalf. Neither party is or will claim to be a legal representative, partner, franchisee, agent, or employee of the other party. Each party is responsible for the amounts it incurs arising from this Agreement and for the direction and compensation, and is liable for the actions of, its employees and subcontractors.

17. Governing Law


THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND The Hoffman Group arising from or relating to this agreement, its interpretation, or the breach, termination, or validity thereof, the relationships which result from this agreement, The Hoffman Group's advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OREGON (OR FOR CANADIAN ENTITIES, THE PROVINCE OF ONTARIO), WITHOUT REGARD TO CONFLICTS-OF-LAWS RULES.

  18. Export
 

You acknowledge that the purchased goods licensed or sold under this Agreement, and the transaction contemplated by this Agreement, which may include technology and software, are subject to the customs and export control laws and regulations of the United States ("U.S.") or Canada and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured or received. You acknowledge that it is your sole responsibility to comply with and abide by those laws and regulations. Further, under U.S. law, the goods shipped pursuant to this Agreement may not be sold, leased, or otherwise transferred to restricted countries or utilized by restricted end-users or an end-user engaged in activities related to weapons of mass destruction, including without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, and chemical or biological weapons. You agree not to provide any written regulatory certifications or notifications on behalf of The Hoffman Group. The Hoffman Group has not tested Products for use in high-risk activities including but not limited to any life sustaining, chemical, or mission critical use. The Hoffman Group WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE PRODUCTS IN ANY HIGH RISK ACTIVITY.

19. Headings
 

The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from. If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and will not be terminated. Neither party will be liable for any delay resulting from circumstances or causes beyond the party's reasonable control.

20. Language
 

The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s'y rattachent, soient rédiges en langue anglaise.