Terms Relating to Both Your Use of Replacement Filters Direct and Sales to You

 

CHANGING TERMS

Replacement Filters Direct may change the Terms of Use, Purchase and Return at any time and without notice to you. The Terms of Use, Purchase and Return in force at the time you place your order will govern your purchase and serve as the purchase contract between us. Before your next purchase, Replacement Filters Direct may have changed the Terms of Use, Purchase and Return without notice to you. Please be sure to review the current Terms of Use, Purchase and Return each time you visit Replacement Filters Direct. We recommend that you save or print a copy of the Terms of Use, Purchase and Return for future reference when you make a purchase.

 

LIMITATIONS ON USE BY MINORS

You must have reached the age of majority in your province/territory of residence to purchase products from Replacement Filters Direct.

 

PRIVACY AND PROTECTION OF PERSONAL INFORMATION

Your privacy is important to us. We use certain information that we collect from you to operate and provide Replacement Filters Direct and the Services. Additionally, we may also automatically upload information about your machine, your use of the Services and Service performance.

 

PRODUCT DISPLAY AND COLORS

Replacement Filters Direct attempts to display product colors and images accurately but we cannot guarantee that the color you see on your monitor will exactly match the product’s color.

 

ERRORS ON SITE

We work hard to publish information accurately, update the Website regularly and correct errors when discovered. However, any of the content on our Website may be incorrect or out of date at any given time. We reserve the right to make changes to the Website at any time, including to product prices, specifications, offers and availability.

 

TERMINATION OF SITE USE

Replacement Filters Direct may terminate your account or use of Replacement Filters Direct at any time for any reason, including, without limitation, if you are in breach of these Terms of Use, Purchase and Return or if Replacement Filters Direct is no longer operated by Replacement Filters Direct. By using Replacement Filters Direct, you agree to be responsible for any orders you make or charges you incur prior to such termination. Replacement Filters Direct may change, discontinue, or otherwise suspend Replacement Filters Direct at any time, for any reason, and without prior notice to you. If such a change, discontinuance or suspension impacts your use of the Service or product or otherwise disrupts your order, please contact Replacement Filters Direct.

 

NO WARRANTIES

REPLACEMENT FILTERS DIRECT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO PRODUCTS OR SERVICES SOLD ON REPLACEMENT FILTERS DIRECT.

 

THEY ARE WARRANTED, IF AT ALL, ONLY UNDER ANY LICENSE AGREEMENT OR MANUFACTURER’S WARRANTY THAT MAY ACCOMPANY THEM. YOU UNDERSTAND THAT YOUR PURCHASE AND USE IS AT YOUR OWN RISK AND THAT WE PROVIDE PRODUCTS AND SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU ASSUME THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE. SHOULD THEY PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR. REPLACEMENT FILTERS DIRECT DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM REPLACEMENT FILTERS DIRECT OR SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THIS CONTRACT IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE.

 

LIMITATION OF LIABILITY

If, despite the other sections of this Contract, Replacement Filters Direct is found liable to you for any loss or damage that arises out of or is in any way connected with your use of Replacement Filters Direct, the Services, or any product or service offered, you agree that your exclusive remedy is to recover from Replacement Filters Direct or any affiliates, resellers, distributors, and vendors direct damages up to an amount equal to the price of the product.

 

YOU AGREE THAT YOU CANNOT RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE. THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF YOU INCUR DAMAGES AND EVEN IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING RELATED TO REPLACEMENT FILTERS DIRECT, THE SERVICES, THIS CONTRACT, OR ANY PRODUCT OR SERVICE OFFERED, INCLUDING LOSS OF CONTENT; ANY VIRUS AFFECTING YOUR USE OF REPLACEMENT FILTERS DIRECT OR SERVICES; DELAYS OR FAILURES IN STARTING OR COMPLETING TRANSMISSIONS OR TRANSACTIONS; CLAIMS FOR BREACH OF CONTRACT, WARRANTY, GUARANTEE, OR CONDITION; CONSUMER PROTECTION; DECEPTION; UNFAIR COMPETITION; STRICT LIABILITY, NEGLIGENCE, MISREPRESENTATION, OMISSION, TRESPASS OR OTHER TORT; VIOLATION OF STATUTE OR REGULATION; OR UNJUST ENRICHMENT.

 

GENERAL LEGAL TERMS INCLUDING BINDING ARBITRATION AND CLASS ACTION WAIVER

Each Party shall, upon the reasonable request of the other Party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

 

For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Statements of Work refer to the Statements of Work attached to, or entered into pursuant to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute, law or regulation means such statute, law or regulation as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

 

Neither Party may assign, transfer or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that, upon prior written notice to Replacement Filters Direct, Replacement Filters Direct may assign the Agreement to an affiliate of Replacement Filters Direct or to a successor of all or substantially all of the assets of Replacement Filters Direct through merger, reorganization, consolidation or acquisition. No assignment shall relieve the assigning Party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

 

Except as set forth in Section 11, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

 

This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action or proceeding arising out of this Agreement or the Services provided hereunder shall be instituted exclusively in the courts of the State of Ohio located in Summit County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

 

Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of this Agreement or the transactions contemplated hereby.

 

For more information contact us at: 866-495-3068