Last Updated: January 27, 2023
PARTS AUTHORITY, LLC
TERMS AND CONDITIONS OF SALE
Offer, Governing Provisions and Cancellation
This document is an offer or counter-offer by Parts Authority, LLC, a Delaware limited liability company, d/b/a Penny Pincher Auto Parts, Automotive Products, National Autobody Parts Warehouse, together with its subsidiaries, affiliates, and related entities, as such may exist from time to time (“Parts Authority”) to sell the goods and/or services (collectively, the “Goods”) described in the accompanying quotation, proposal, order acknowledgment, customer statement, invoice, or other document provided by Parts Authority to Customer (as defined below) herewith (the “Parts Authority Document”) in accordance with these terms and conditions (these “Terms”), is not an acceptance of any offer made by customer (“Customer”), and is expressly conditioned upon Customer’s assent to these Terms. Parts Authority objects to any additional or different terms contained in any request for proposal, purchase order, acknowledgement, or other communication previously or hereafter provided by Customer to Parts Authority. No such additional or different terms or conditions will be of any force or effect. These Terms, together with the consistent terms provided by Parts Authority in the Parts Authority Document, shall be referred to herein as the “Agreement” and will be the entire agreement between Parts Authority and Customer on the subject of the transaction described herein and therein; there are no conditions to the Agreement that are not so contained or incorporated. This Agreement, and its negotiation, execution, delivery, performance, and enforcement, shall be governed by and construed in accordance with the substantive and procedural laws of the State of New York, and the United States of America, without regard to principles of conflicts of laws. THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. THE AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. No accepted offer may be cancelled or altered by Customer except upon terms and conditions accepted by Parts Authority in writing, and no changes to the Agreement will be binding unless set forth in writing and manually signed by Parts Authority. This offer may be revoked by Parts Authority at any time before it is accepted by Customer, and will automatically expire 30 calendar days after its date if Customer has not accepted it before then. Neither Customer’s acceptance of this offer nor any conduct by Parts Authority (including but not limited to shipment of Goods) will oblige Parts Authority to sell to Customer any quantity of Goods in excess of the quantity that Customer has committed to purchase from Parts Authority at the time of such acceptance or conduct.
Orders
Customer may from time to time provide to Parts Authority binding orders to purchase Goods (which orders shall include references to the part numbers of such Goods as set forth in the Parts Authority catalog to ensure accuracy and rapid processing of the order) in the quantities set forth in the orders; each such order shall be subject to Parts Authority’s written acceptance or rejection in its sole discretion. Parts Authority shall use commercially reasonable efforts to ship accepted orders on the day such order is received by Parts Authority, subject to availability of inventory and the timing of the order. Parts Authority may, in its sole discretion, create a floating account for Customer which would permit Customer to purchase Goods up to a certain cap or maximum amount (which cap or maximum amount may be calculated by quantity of Goods or dollar value, in Parts Authority’s sole discretion), and Parts Authority would then bill Customer monthly for purchases made during the prior month. Parts Authority reserves the right to amend the cap at any time in its sole discretion.
Credit Approval
All payment terms set forth in this Agreement and all other decisions relating to the extension of credit availability, including the amount and terms of such credit availability, are in the sole and absolute discretion of Parts Authority without obligation; if such approval is withheld, payment will be due in advance of Parts Authority’s performance or in cash on delivery (COD) of the Goods by Parts Authority to Customer. Parts Authority reserves the right to terminate the extension of credit availability to Customer at any time, with or without notice, and to change any of the terms and conditions of the extension of credit upon notice to Customer. Customer acknowledges and agrees that continued solvency of Customer is a pre-condition to any extension of credit made by Parts Authority to Customer. Upon request, Customer agrees to provide Parts Authority with: (i) a statement representing that Customer is and remains solvent; and/or (ii) updated financial statements or an updated credit application as a condition for the continued extension of credit by Parts Authority.
Credit Information and Reporting
During the pendency of any application by Customer for credit and throughout any period during which Parts Authority has extended credit to Customer for which Parts Authority has not yet been reimbursed, Customer (i) authorizes Parts Authority and its agents to obtain credit reports, make inquiries, and gather such additional credit information from any source as determined by Parts Authority in its sole discretion, (ii) authorizes all such sources to answer such inquiries with true, accurate, current, and complete information concerning Customer, and (iii) consents to the use of any credit report obtained by Parts Authority consistent with the Federal Fair Credit Reporting Act as set forth in U.S.C. §§ 1681 et seq. If Customer’s credit is denied, Customer has the right to a written statement of the specific reasons for denial. To obtain such statement, Customer must contact Parts Authority’s credit manager at the following address within 60 calendar days of the date that Customer is notified of Parts Authority’s credit decision: [email protected]. Parts Authority will send a written statement within 30 calendar days of receiving Customer’s request for such statement. Customer further authorizes Parts Authority to share information regarding the extension of business credit to Customer, including Customer’s future credit record with Parts Authority, with any credit-reporting agency.
NOTICE: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the credit applicant has the capacity to contract), because all or part of the credit applicant’s income derives from any public assistance program, or because the credit applicant has in good faith exercised any right under the Consumer Credit Protection Act. The Federal agency that administers compliance with this law concerning credit applicants is the Federal Trade Commission, ECOA Compliance, Washington, DC 20581.
Payment Terms; Storage
Except as otherwise provided in this Agreement or agreed in writing by the parties, payment is due upon Customer’s receipt of Parts Authority’s invoice following shipment. Interest will be charged at the lesser of (i) 18% per year (calculated at 1.5% per month on the overdue amount), or (ii) the highest rate permitted by applicable law, on accounts more than 30 calendar days past due. In addition, there will be a fee imposed on any returned checks in the amount of the lower of (a) $50 or (b) the highest amount permitted by law. In the event Customer’s account is past due, all amounts owed hereunder shall immediately become due and owing, and Parts Authority may engage a collection agency and/or attorneys to collect the amount that is past due; in such event, Customer agrees to reimburse Parts Authority for its actual costs of collection, including, without limitation, attorneys’ fees. If production or shipment of completed Goods, or other Parts Authority performance, is delayed by Customer, Parts Authority may immediately invoice, and Customer will pay, the percentage of the purchase price corresponding to the percentage of completion; in addition, Customer will compensate Parts Authority for storage of completed Goods or work in process during any such delay, whether stored at Parts Authority’s facility or an independent storage company’s facilities. Disputes of invoices must be made in writing to Parts Authority within 30 calendar days after the invoice date, and failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by Customer.
Prices, Taxes and Other Charges
Unless otherwise provided in the Agreement, prices shall be as quoted by Parts Authority, and such quoted prices are subject to change by Parts Authority without notice. All prices listed in Parts Authority’s quotations or publications (including on Parts Authority’s website) are intended as a source of general information only and not as an offer to sell, and all prices contained therein are subject to confirmation by formal quotation by Parts Authority. All prices and amounts payable under the Agreement are in U.S. Dollars. Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest, or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between Parts Authority and Customer will be paid by Customer in addition to the prices quoted or invoiced.
If the Goods are to be made exempt from taxes, Customer agrees to provide Parts Authority with such documentation as is required under relevant tax statutes, regulations, and other published authorities to substantiate the tax-exempt nature of the purchase before Parts Authority delivers sales invoices to the Customer that omit the taxes. Customer agrees that documents establishing its tax-exempt status will be prepared and executed in accordance with the requirements of the taxing jurisdictions that provide for exemptions from the taxes and that Parts Authority may rely on Customer’s representations made in those documents as the basis for omitting billing of the taxes. In the event Parts Authority is required to pay any such taxes or other taxes or charges, Customer will reimburse Parts Authority therefor on demand.
Offsets
All payments received from Customer may be applied against open invoices in the sole discretion of Parts Authority. Parts Authority will have the right to offset any and all amounts due and owing from Parts Authority to Customer, including, without limitation, chargebacks or rebates, against all amounts due from Customer to Parts Authority. Customer shall not withhold payment of any amounts due and payable by reason of any offset of any claim or dispute with Parts Authority, whether relating to Parts Authority’s breach, bankruptcy, or otherwise.
Delivery
Unless otherwise provided in the Parts Authority Document, Goods shall be shipped ground and delivered to Customer F.O.B. Parts Authority’s warehouse or, for ultimate destinations outside of the United States, EXW Parts Authority’s loading dock (as the latter shipping term is defined in Incoterms 2020). Delivery of Goods to the carrier will constitute delivery to Customer, and regardless of shipping terms or freight payment, Customer will bear all risk of loss or damage in transit. For the avoidance of doubt, if Customer requires Parts Authority to use Customer’s shipping account for delivery, then Customer shall bear all risk of loss of the Goods, and liability for delay or interruption of tracking and other carrier claims. Unless otherwise provided in the Parts Authority Document, title to the Goods purchased hereunder shall pass to Customer, and all risk of loss of, or damage to, such Goods shall be borne by Customer, upon such delivery of the Goods to the carrier at Parts Authority’s warehouse. Parts Authority reserves the right to make delivery in installments, unless otherwise expressly stipulated herein; all such installments will be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment will not relieve Customer of its obligations to accept remaining deliveries.
Customer shall have the right to inspect all Goods within 5 calendar days after delivery of the Goods hereunder (the “Inspection Period”). If the Goods fail to materially conform to the specifications agreed to by Parts Authority in the Parts Authority Document, then, provided that Customer notifies Parts Authority within the Inspection Period, Customer shall have the right to reject the Goods. Notwithstanding the foregoing, all visible damage must be claimed against the carrier immediately upon delivery, and all hidden damage must be claimed against the carrier as soon as such damage is discovered. Claims for shortages or other errors in delivery should be claimed as soon as discovered. Any failure to give notice of a non-conforming Good, an error in shipment, or other delivery issue within the Inspection Period will constitute unqualified acceptance of the Goods. Claims for loss of or damage to Goods in transit must be made to the carrier, and not to Parts Authority. All delivery dates are approximate.
Force Majeure
Parts Authority shall be excused from, and shall not have any liability for, any delay in delivery, delay in performance, non-delivery, or other failure to perform any of its obligations under this Agreement where Parts Authority’s delay, non-delivery, or failure to perform is caused, in whole or in part, by a Force Majeure Event. Without limiting the generality of the foregoing, if Parts Authority is delayed in performing under this Agreement due to a Force Majeure Event, Parts Authority will be entitled to extend the relevant delivery or performance date by the amount of time that Parts Authority was delayed as a result of the Force Majeure Event, plus such additional time as may be reasonably necessary to overcome the effect of the delay. Notwithstanding anything to the contrary contained in this Agreement, to the extent Parts Authority’s costs of performance are increased, directly or indirectly, by one Force Majeure Event or by a series of Force Majeure Events, Parts Authority will be entitled to adjust the prices or to apply a surcharge, in each case to recoup those costs plus Parts Authority’s customary profit, by providing written notice to Customer. If the Force Majeure Event limits Parts Authority’s supply of materials or capacity to perform, Parts Authority will allocate its available supply or capacity first to its internal needs and then in any manner that Parts Authority determines. A “Force Majeure Event” is a condition or event that is beyond the reasonable control of Parts Authority, whether foreseeable or unforeseeable, foreseen or unforeseen, including, without limitation, severe weather, storm, flooding, hurricane, tornado, earthquake, seismic disturbance, act or omission of Customer, breach, negligence, criminal misconduct or other act or omission of any third party, climate change, natural disaster or other act of God, fire, explosion or other insured or uninsured casualty, quarantine, epidemic, pandemic, disease, virus, condemnation, strike, slowdown or other labor dispute, transportation interruption or shortage, theft, vandalism, riot or other civil unrest, invasion, hostilities or war, act or threat of terrorism, electrical power outage or shortage, labor shortage or stoppage (including, without limitation, due to infection or fear of infection of a communicable disease), other industrial disturbance, interruption or degradation in telecommunications, computer, or electronic communications systems, change in law, act of government agency, government-mandated allocation requirements, issuance of executive order or other government order, government-mandated shutdown or shelter-in-place order, embargo or blockade, international, national, or regional emergency, or unavailability of parts, materials, or supplies at a commercially reasonable price.
Changes
Parts Authority or its suppliers may at any time make such changes in design and construction of Goods, brands, content, labels, packaging, components, or parts as Parts Authority deems appropriate, without notice to Customer. Parts Authority or its suppliers may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority, or nonavailability of materials from suppliers.
Intellectual Property
All intellectual property rights (including, without limitation, patents, trademarks, registered designs, and any rights to apply for the same, copyrights, design rights, database rights, rights in and to confidential information, and know-how) and any rights analogous to the same anywhere in the world and existing at any time in Goods or arising out of or relating to the design or manufacture of Goods or the provision of services shall belong to and remain vested in Parts Authority. Nothing in the Agreement grants to Customer any right, title, or interest in or to Parts Authority’s intellectual property.
No Returns
Except as otherwise agreed to in writing by Parts Authority, in its sole discretion, no Goods will be accepted for return. Returns that are agreed to in writing by Parts Authority will require proof of purchase and may be subject to a restocking fee of up to 20% of the price of the Goods being returned, and such amounts may be deducted from any refund/credit to be provided to Customer, if applicable. Additional terms may apply as set forth in the Parts Authority Returns Policy in effect from time to time. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, ALL ORDERS FOR BATTERIES, CHEMICALS, ELECTRICAL PARTS, TOOLS, AND SPECIAL ORDERS ARE NON-CANCELLABLE BY CUSTOMER, NON-RETURNABLE, AND NON-REFUNDABLE.
Compliance with Law; Due Authorization
Customer shall comply with all applicable federal, state, and local laws (and the rules, regulations, guidelines, orders, ordinances, and standards there under). Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Customer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Customer. Customer assumes all responsibility for shipments of Goods requiring any government import clearance. Parts Authority may cancel this Agreement if any governmental authority imposes anti-dumping or countervailing duties or any other penalties on Goods. Customer represents and warrants to Parts Authority that it is a valid business entity and that the person executing this Agreement is an authorized representative of Customer with authority to enter into agreements on behalf of Customer.
Limited Warranties
(A) If the manufacturer of the Goods offers an assignable warranty on the Goods sold by Parts Authority to Customer, Parts Authority shall so assign to Customer such assignable warranties as in effect on the date of delivery of such Goods to Customer by Parts Authority, to the extent permitted by such warranties and applicable law, and, IN SUCH CASE, PARTS AUTHORITY MAKES NO WARRANTY TO CUSTOMER UNDER THE AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Customer shall be responsible for its own pursuit of any such warranty claims directly with the manufacturer of the Goods. Please contact Parts Authority at 800-874-8925 to request the text of each written manufacturer’s warranty for the Goods (provided at no charge to Customer).
(B) If the manufacturer does not offer an assignable warranty on the Goods sold by Parts Authority to Customer, then Parts Authority warrants that such Goods are free from defects in material and workmanship for a period of 12 months from the date of purchase by Customer (the “Warranty Period”). This warranty is given only to the original purchaser of the Goods and may not be transferred to any subsequent purchaser. This warranty does not cover any Goods failure caused by (i) abuse, damage, or use of the Goods in violation of the Goods instructions, specifications, or traffic or other laws; (ii) modification to any Goods or a part thereof; or (iii) failure to maintain or install the Goods or a part thereof in accordance with the Goods instructions or specifications. As Customer’s only remedy, and Parts Authority’s only responsibility, for any breach of this Section 14(B) by Parts Authority, Parts Authority will either, at Parts Authority’s option, replace the Goods, or refund the price paid by Customer for the Goods. As a condition to receiving the remedy hereunder, Customer must return such Goods to Parts Authority at Customer’s expense and risk of loss. Any parts of Goods replaced under this warranty are warranted only for the balance of the Warranty Period on the original part that was replaced. For the avoidance of doubt, in no event shall Parts Authority be responsible for removing defective Goods or installing replacement Goods or to reimburse Customer for labor costs associated with removing defective Goods or installing replacement Goods.
For more information or to make a claim under this warranty in this Section 14(B), please either (a) contact the Parts Authority branch where you made the original purchase, or (b) call 800-874-8925. In order to be entitled to remedy under this warranty set forth in this Section 14(B), Customer must provide proof of purchase of the Goods and make a claim to Parts Authority as described in the prior sentence within 30 calendar days after the defect was discovered. All warranty claims must include the invoice number, the mileage accumulated after the part was installed, and proof of purchase.
(C) WHEN CUSTOMER IS PURCHASING THE GOODS FROM PARTS AUTHORITY FOR ANY REASON OTHER THAN PERSONAL, FAMILY, OR HOUSEHOLD USE, THE WARRANTIES SET FORTH IN SECTION 14(B) ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AND PARTS AUTHORITY EXPRESSLY DISCLAIMS AND EXCLUDES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WHEN CUSTOMER IS PURCHASING THE GOODS FROM PARTS AUTHORITY FOR PERSONAL, FAMILY, OR HOUSEHOLD USE, THE WARRANTIES SET FORTH IN SECTION 14(B) ARE IN LIEU OF ALL OTHER EXPRESS REPRESENTATIONS AND WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ARE LIMITED TO THE DURATION OF THE EXPRESS WARRANTY; some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. When Customer is purchasing the Goods from Parts Authority for personal, family or household use, this warranty gives you specific rights and you may also have other rights that vary from state to state. Any description of Goods sold or provided by Parts Authority, whether in writing or made orally by Parts Authority or its employees or agents, and any samples, specifications, bulletins, catalogs, drawings, diagrams, or similar materials used in connection with Parts Authority’s sales efforts or Customer’s orders, are for the sole purpose of identifying the Goods, and shall not be construed as an express warranty. Any suggestions by Parts Authority or its employees or agents regarding application, use, or suitability of the Goods shall not be construed as an express warranty. In addition to any other disclaimers or limitations of liability, Parts Authority makes no warranty to Customer as to whether the Goods comply with local, state, or federal regulations. Parts Authority makes no warranty to Customer for the references to OE numbers, vehicle models, manufacturers, and photos provided by Parts Authority, which are provided for informational purposes only and are not intended to imply affiliation or approval by the vehicle or original equipment manufacturers. CUSTOMER SHALL CHECK LOCAL LAWS AND REGULATIONS FOR CUSTOMER’S AREA BEFORE ORDERING ANY GOODS. NOTICE: SOME GOODS OFFERED BY PARTS AUTHORITY ARE NOT LEGAL FOR STREET USE AND MAY BE FOR OFF-ROAD OR RACING ONLY. Vehicle regulations vary greatly from state to state.
LIMITATIONS OF LIABILITY
PARTS AUTHORITY SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF (I) WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE; AND (II) WHETHER OR NOT PARTS AUTHORITY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (III) NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. Without limiting the generality of the foregoing, Parts Authority specifically disclaims any liability for property damages, penalties, circumstantial, contingent, speculative, exemplary, liquidated, special or punitive damages, damages for lost profits or revenues, loss of use, down-time, lost good will, loss of data or diminution in value, cost of capital, cost of substitute Goods or services, or for any other types of economic loss, or for attorneys’ fees or court costs, arising in any manner pursuant to or in connection with this Agreement or the Goods sold by Parts Authority to Customer, or for claims of Customer’s customers or any third party for any such damages, costs, or losses. Where Customer is purchasing the Goods from Parts Authority for personal, family, or household use, some states do not allow the exclusion of incidental or consequential damages, so the above exclusions may not apply in those cases. Parts Authority shall not be liable to Customer for any amount with respect to any order of Goods that, in combination with all claims by Customer against Parts Authority related to such order of Goods, exceeds the aggregate purchase price of the Goods for such order. PARTS AUTHORITY WILL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR UNDER OTHER THEORIES OF LAW OR EQUITY, WITH RESPECT TO GOODS OR SERVICES SOLD BY PARTS AUTHORITY, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. The liability of Parts Authority to Customer, whether in contract, tort (including negligence or strict liability) or otherwise, is exclusively limited to the remedies expressly provided under the terms of the Agreement, in lieu of any and all other remedies at law or in equity.
CUSTOMER’S INDEMNITY
Customer shall indemnify, defend, and hold harmless Parts Authority and its officers, agents, and employees from and against any and all losses, damages (including damages arising from personal injury or death), liabilities, costs, and expenses (including attorneys’ fees) that may arise out of Customer’s acts or omissions, including, but not limited to: (i) any breach by Customer of the Agreement; (ii) any violation by Customer of any law, rule, or regulation; (iii) any use or resale of the Goods by Customer; (iv) any negligence or willful misconduct of Customer; and/or (v) any claim of patent, trademark, copyright, or trade secret infringement, or infringement of any other proprietary rights of third parties to the extent that any Goods are manufactured in accordance with drawings, designs, or specifications proposed or furnished by Customer. Parts Authority shall give Customer written notice of any claim for which indemnification is sought under the Agreement, provided that the failure to give such written notice shall not, however, relieve Customer of its indemnification obligations, except and only to the extent that Customer forfeits rights or defenses by reason of such failure. Parts Authority, may, at Parts Authority’s option, assume and control the defense of the claim, and in such case, Customer shall indemnify Parts Authority from and against losses, damages, costs, and expenses (including attorneys’ fees, court fees, and other defense costs) incurred by Parts Authority in defending such claims. If Parts Authority decides not to assume the defense of a claim, then Customer shall assume and control the defense of such claim, at Customer’s expense and by Customer’s own counsel (which counsel shall be subject to the approval of Parts Authority, which approval will not be unreasonably withheld or delayed); provided that Parts Authority shall have the right to participate in the defense of any claims with counsel selected by it at Parts Authority’s expense. Parts Authority and Customer shall cooperate with each other in all reasonable respects in connection with the defense of any claims. Notwithstanding any other provision of this Agreement, Customer shall not consent to the entry of any judgement or enter into any settlement of any claims without the prior written consent of Parts Authority.
Insurance
At Customer’s expense, Customer agrees to carry, with reputable insurance companies, insurance coverage of the types and in the amounts reasonably requested by Parts Authority from time to time. Customer shall ensure that Parts Authority is named as an additional insured on such insurance policies, and Customer shall provide Parts Authority with certificates of such insurance upon request.
Government Contracts
If the provision of Goods by Parts Authority under accepted orders is subject to mandatory provisions of U.S. law concerning contracts or subcontracts with or for the benefit of the U.S. or any state government, Customer shall so notify Parts Authority in advance of order acceptance specifying the mandatory provisions of U.S. or state law which apply.
Security Interest
If the Goods are sold on credit terms, Customer acknowledges that Parts Authority retains a purchase money security interest in the Goods. To secure Customer’s obligations to Parts Authority under the Agreement or any other agreement, Customer hereby grants to Parts Authority a security interest in all the Goods sold under the Agreement, whether now owned or hereafter acquired, and all products and proceeds thereof. Parts Authority may file any financing statements and send any notices necessary or appropriate to perfect or protect such security interest.
Cumulative Remedies
Parts Authority’s rights and remedies under the Agreement are cumulative and in addition to all other rights and remedies available to Parts Authority at law or in equity.
No Assignment
Customer may not directly or indirectly assign, transfer, or delegate any or all of its rights or obligations under the Agreement, voluntarily or involuntarily, including by a sale of more than 50% of Customer’s equity, a sale of substantially all of Customer’s assets, a change in a majority of Customer’s board members or managers, merger (whether or not Customer is the surviving entity), operation of law, or in any other manner without the prior written consent of Parts Authority. Any such attempted assignment, transfer, or delegation shall be null and void. No assignment, transfer, or delegation relieves Customer of any of its obligations under this Agreement. Without limiting the generality of the foregoing, Customer shall promptly notify Parts Authority in writing of any change of ownership or management of Customer, or of any change to Customer or its business that may have a negative impact on Customer’s credit or impact Customer’s ability to comply with the terms of the Agreement.
Confidential Information
Any and all designs, sketches, models, samples, drawings, bills of materials, blueprints, plans, patterns, devices, machinery, specifications, processes, techniques, expertise, business and financial records, customer lists, pricing, part numbers, business operations, plans and projections, and other similar information, items, documents, data, and materials made available by Parts Authority or its affiliates to Customer or its affiliates, or otherwise acquired, obtained or developed by Customer under or in connection with this Agreement, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” are and at all times shall remain the exclusive property of Parts Authority and shall be deemed “Confidential Information” as that term is used in the “Confidentiality” section of Parts Authority’s Website Terms of Use found here , which section is hereby incorporated into these Terms.
Relationship of Parties
Customer and Parts Authority are independent contractors, and nothing herein shall be construed to create a partnership, joint venture or other form of joint enterprise, agency, employment or fiduciary relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
Dispute Resolution
Parts Authority and Customer agree that all disputes and/or controversies between the parties arising from Customer’s purchase of Goods or otherwise relating to these Terms shall be resolved by mandatory binding arbitration in accordance with the “Applicable Law and Disputes” section of Parts Authority’s Website Terms of Use found here , which section is hereby incorporated into these Terms.
Cancellation
In addition to any remedies that may be provided under this Agreement, Parts Authority may cancel this Agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this Agreement and such failure continues for 10 calendar days after Customer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any cancellation of this Agreement including, but not limited to, Sections 1, 5, 6, 7, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 24, 25, 26, 27 and 28.
Cores Returns
Except as may otherwise be provided in a separate agreement executed by and between Customer and Parts Authority, if any Goods sold by Parts Authority to Customer have a core value, such core value shall be billed separately from such Goods on Customer’s invoice. Customer must return the core to Parts Authority in accordance with all applicable laws to be eligible to receive a credit for the returned core’s value. In addition to the foregoing, all returns of cores are subject to Parts Authority’s Core Return Policy in effect from time to time.
Miscellaneous
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. No waiver by Parts Authority of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Parts Authority. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Parts Authority precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Parts Authority. 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. All notices, request, consents, claims, demands, waivers, and other communications hereunder shall be in writing, addressed to the parties at the addresses set forth in the Agreement (or to such other address that may be furnished to the receiving party in writing in accordance with this Section) and delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic mail (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid); notice is effective only upon receipt in compliance with the requirements of this Section.
UPDATES
THESE TERMS AND CONDITIONS OF SALE MAY BE MODIFIED, AMENDED, AND UPDATED FROM TIME TO TIME AT THE DISCRETION OF PARTS AUTHORITY UPON WRITTEN NOTICE TO CUSTOMER. Updated January 2023.
WEBSITE TERMS OF USE
Introduction
The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of all websites owned and operated by Parts Authority, LLC or one of our affiliated companies (collectively, “Parts Authority,” “us,” “our” or “we”), including any content, functionality and services offered on or through these websites (collectively, the “Websites”), whether as a guest or a registered user. Your access to and use of our Websites is voluntary and is done entirely at your own risk.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR WEBSITE. By using our Websites, you represent and warrant that you are of legal age to form a binding contract with Parts Authority and signify your agreement to these Terms of Use. If you do not agree to these Terms of Use, you may not access or use our Websites. In addition, when you use any of our current or future services, you will also be subject to our guidelines, terms, conditions and agreements applicable to those services.
Modifications
We may modify these Terms of Use at any time without notice to you by posting revised Terms of Use on our Websites and such modification will be effective immediately upon posting on our Website. If we make any changes to these Terms of Use, we will change the “Last Updated” date above. Your continued use of our Websites after we post revised Terms of Use constitutes your binding acceptance of these Terms of Use, including any modifications that we make. Your use of our Websites will be governed by these Terms of Use in effect on the date you access our Website. It is therefore important that you review these Terms of Use regularly to ensure you are updated as to any changes.
Privacy Policy
Please review our Privacy Policy, which is incorporated into these Terms of Use in all respects and also governs your visit to our Websites, to understand our privacy practices. You agree that the terms of our Privacy Policy are reasonable consent to the use of your personal information in accordance with the terms of and for the purposes set forth in our Privacy Policy.
Terms of Sale
Please review our Terms and Conditions of Sale (the “Terms of Sale”). The Terms of Sale are hereby incorporated into these Terms of Use in all respects and shall govern all purchases of our products made from or through our Websites.
Consideration
You agree that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which you hereby acknowledge, including your access to and use of our Websites and data, materials and information available at or through our Websites.
Reliance on Information Posted
The information contained on our Websites is intended for general information purposes only. We have made reasonable efforts to ensure that the information on our Websites is accurate at the time of posting, however there may be inaccuracies and occasional errors. We make no representations or warranties about the information provided on or through our Websites, including information obtained through links to any third-party websites, and we do not assume any responsibility for updating information provided on or through our Websites. We accept no liability for any inaccuracies or omissions on our Websites and any decisions based on information contained on our Websites are the sole responsibility of the user.
Accessing the Websites and Account Security
We reserve the right to withdraw or amend our Websites, and any service or material we provide on the Websites, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Websites is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Websites, or the entire Websites, to users, including registered users.
You are responsible for:
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures (“Access Credentials”), you must treat such information as confidential, and you must not disclose it to any other person or entity. You are solely responsible for protecting the security and confidentiality of your Access Credentials. You also acknowledge that your account is personal to you and agree not to provide any other person with access to our Websites or portions of it using your Access Credentials. You agree to notify us immediately of any unauthorized access to or use of your Access Credentials or of any other breach or threatened breach of our Websites’ security of which you are aware. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your user name, password or other personal information. You will be responsible for any activity conducted under your assigned password or account ID. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements.
Your Access Credentials may be required to access certain areas of our Websites to, among things, purchase products. Each user who uses your Access Credentials shall be deemed to be authorized by you to access and use our Websites, and Parts Authority shall have no obligation to investigate the authorization or source of any such access or use.
YOU ACKNOWLEDGE AND AGREE THAT AS BETWEEN YOU AND PARTS AUTHORITY, YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF OUR WEBSITES BY ANYONE USING YOUR ACCESS CREDENTIALS, WHETHER OR NOT SUCH ACCESS TO AND USE OF OUR WEBSITES IS ACTUALLY AUTHORIZED BY YOU, INCLUDING ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING FINANCIAL OBLIGATIONS FOR PURCHASES ON OR THROUGH OUR WEBSITES) THAT MAY RESULT FROM SUCH ACCESS OR USE.
Restrictions on Use; Intellectual Property Rights; Trademarks; and Limited License
We are granting you the right to use our Websites solely to facilitate your purchase of automotive parts from Parts Authority in furtherance of your retail automotive parts sales or automobile repair business (“Permitted Purpose”). You are not permitted to use our Websites for any other purpose and use for any other purpose is expressly prohibited.
All content contained on our Websites (collectively, “Content”), including organization, text, information, domain names, images, audio and video clips, digital downloads, data compilations and software, is our property or the property of our licensors, and all other materials related to our Websites, including the “look and feel” of our Websites and the compilation of the Content on our Websites is our exclusive property, protected by United States and international copyright laws, treaties and conventions. All software used on our Websites is our property or the property of our software suppliers and licensors and is protected by United States and international copyright laws, treaties and conventions.
Any trademarks, trade names, service marks, graphics, logos, page headers, icons, scripts and trade names (each, a “Mark”) contained on our Websites are proprietary to us or our licensors. Our Marks may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among users or that disparages or discredits us or anyone else. All other Marks not owned by us that appear on our Websites are the property of their respective owners who may or may not be affiliated with, connected to, or sponsored by us.
We grant you a limited license to access and use our Websites for the Permitted Purpose. No Content of our Websites or any other Internet site owned, operated, licensed or controlled by us may be copied, reproduced, republished, downloaded (other than page caching), uploaded, posted, transmitted or distributed in any way, or sold, resold, visited, or otherwise exploited for any commercial purpose. Your use, or your facilitation of the use, of Content on any other website or computer environment is strictly prohibited.
The license granted to you does not include, and specifically excludes, any rights to: resell or make any commercial use of our Websites or any Content other than for the Permitted Purpose; collect and use any product listings, descriptions or prices; make any derivative use of our Websites or Content; download or copy account information for the benefit of anyone else; or use any form of data mining, robots or similar data gathering and extraction tools. You may not frame, or utilize framing techniques to enclose any Mark, Content or other proprietary information, or use any meta tags or any other “hidden text” utilizing any such intellectual property, without our express written consent which we may grant or withhold in our sole discretion. You also may not use any device, software or routine that interferes with the proper working of our Websites; introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of our Websites, the server(s) on which our Websites are stored, or any server, computer or database connected to our Websites; or otherwise attempt to interfere with the proper working of our Websites.
You may not use our Websites: in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of our Websites, including their ability to engage in real time activities through our Websites; to impersonate or attempt to impersonate Parts Authority, a Parts Authority team member, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing); to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Websites, or which, as determined by us, may harm Parts Authority or users of our Websites or expose them to liability; or send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set out in these Terms of Use.
Any unauthorized use automatically terminates the license granted to you hereunder. You may not create a hyperlink to our Websites without our express written consent which we may grant or withhold in our sole discretion.
We reserve the right, at any time and without notice, to modify, alter, suspend or terminate all or any part of our Websites and to restrict or prohibit access to our Websites. Parts Authority shall not be liable to any party for any such modification, alteration, suspension, termination, restriction or prohibition. If you object to any of the terms set forth in these Terms of Use, you may discontinue use of our Websites.
These Terms of Use will survive any termination of your access to our Websites, whether we terminate your access or you voluntarily discontinue your use.
You agree that we will not be liable to you or any third party for taking any of these actions.
Compliance with Law
You shall not use our Websites for any illegal purposes. You agree not to send any unsolicited promotional or advertising material, spam or similar materials or any volume messages or interfere with the operation of our Websites or with the enjoyment of our Websites by other users.
Links to Unaffiliated Third-Party Sites
Our Websites may contain links to other sites and resources provided by unaffiliated third parties, and these links are provided for your convenience only. The presence of such links on our Websites does not constitute or imply endorsement by Parts Authority of the opinions or views expressed by such unaffiliated third-party sites and resources, and Parts Authority does not verify, endorse or take responsibility for the accuracy, currency, completeness or quality of the content contained on such unaffiliated third-party sites or resources. Furthermore, Parts Authority is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised by or through such unaffiliated third-party sites or resources that are linked to our Websites. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites or resources linked to our Websites, you do so at your own risk and subject to the terms and conditions of use for such websites and resources.
Digital Millennium Copyright Act
If you believe that material posted on our Websites infringes your copyright, please provide our copyright agent with the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party; (v) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or applicable law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notice of claims of copyright infringement on or regarding our Websites can be sent to:
Legal Department
Parts Authority, LLC
3 Dakota Drive, Suite 110
New Hyde Park, New York 11042
[email protected]
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Websites is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
Repeat Offenders: Please note that it is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
Disclaimer of Warranties
THE CONTENT ON OUR WEBSITES IS PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR WEBSITES OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS AND YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF ANY OF YOUR EQUIPMENT OR SOFTWARE. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING USE, OR THE RESULTS OF USE, OF ANY CONTENT, PRODUCT OR SERVICE CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO OUR WEBSITES, INCLUDING, WITHOUT LIMITATION, ANY THIRD-PARTY WEBSITE OR SERVICE LINKED TO OR FROM OUR WEBSITES (AND SPECIFICALLY NO REPRESENTATION OR WARRANTY OF CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY OR SAFETY).
WE EXPLICITLY DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR AVAILABILITY OF INFORMATION, CONTENT AND MATERIALS FOUND ON WEBSITES THAT LINK TO OR FROM OUR WEBSITES. WE CANNOT ENSURE THAT YOU WILL BE SATISFIED WITH ANY PRODUCT OR SERVICE THAT YOU PURCHASE FROM A THIRD-PARTY WEBSITE THAT LINKS TO OR FROM OUR WEBSITES OR THIRD-PARTY INFORMATION, CONTENT OR MATERIALS CONTAINED ON OUR WEBSITES. WE DO NOT ENDORSE ANY OF THE MERCHANDISE, NOR HAVE WE TAKEN ANY STEPS TO CONFIRM THE ACCURACY, COMPLETENESS OR RELIABILITY OF, ANY OF THE INFORMATION, CONTENT OR MATERIALS CONTAINED ON ANY THIRD-PARTY WEBSITE. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION, CONTENT OR MATERIALS (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION) YOU MIGHT BE REQUESTED TO GIVE TO ANY THIRD PARTY. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL CLAIMS AGAINST US WITH RESPECT TO INFORMATION, CONTENT AND MATERIALS CONTAINED ON OUR WEBSITES, ON THIRD-PARTY WEBSITES, AND ANY INFORMATION, CONTENT AND MATERIALS YOU PROVIDE TO OR THROUGH ANY SUCH THIRD-PARTY WEBSITES (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION). WE STRONGLY ENCOURAGE YOU TO MAKE WHATEVER INVESTIGATION YOU FEEL NECESSARY OR APPROPRIATE BEFORE PROCEEDING WITH ANY ONLINE OR OFFLINE TRANSACTION WITH ANY THIRD PARTY.
YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS DISCLAIMER OF WARRANTIES SECTION AND FULLY UNDERSTAND THAT IT CONTAINS A RELEASE OF LIABILITY. YOU EXPRESSLY AGREE TO RELEASE AND DISCHARGE US AND OUR LICENSORS, LICENSEES, DISTRIBUTORS, SUCCESSORS, AND EACH OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, OWNERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ASSIGNS FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION AND YOU AGREE TO VOLUNTARILY GIVE UP AND IRREVOCABLY WAIVE AND RELEASE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST THE FOREGOING PARTIES FOR PERSONAL INJURY OR PROPERTY DAMAGE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS OR EXCLUSIONS MAY NOT APPLY TO YOU – AND YOU MAY HAVE ADDITIONAL RIGHTS.
Confidentiality
In providing access to the secured portion of our Websites, Parts Authority may transmit confidential information to you, including inventory and pricing information (collectively, “Confidential Information”). You agree that you will treat our Confidential Information with at least the same degree of care as you treat your own confidential or proprietary information (but with no less than reasonable care) and that you will not (i) directly or indirectly use, copy, reproduce, distribute, duplicate, reveal, report, publish, disclose or cause to be disclosed, or otherwise transfer, any of our Confidential Information to any third party, or (ii) utilize our Confidential Information for any purpose, except as expressly contemplated by this Agreement or with our express written consent which we may grant or withhold in our sole discretion. You will limit the disclosure of our Confidential Information, including access to prices and inventory availability, to employees with a need-to-know and who have been advised of the confidential nature thereof.
You shall within ten days after receipt of our request: (i) discontinue all use of any of our Confidential Information; (ii) return to us all materials furnished by Parts Authority that contain Confidential Information; (iii) erase or destroy any of our Confidential Information contained in computer memory or data storage apparatus; and (vi) remove our Confidential Information from any software retained by you that incorporates or uses our Confidential Information in whole or in part.
Indemnification
You hereby agree to indemnify, defend and hold us, and our licensors, licensees, successors, distributors, and each of our and their respective officers, directors, managers, owners, employees, agents, representatives and assigns (collectively, the “Indemnified Parties”), harmless from and against all losses, costs, damages, liabilities and expenses (including settlement costs and legal or other fees and expenses) suffered or incurred by any of the Indemnified Parties arising out of, in connection with or related to any breach or alleged breach by you of these Terms of Use. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim that is subject to indemnification by you.
Limitation of Liability
UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE) SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), PERSONAL INJURY (INCLUDING DEATH), PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, OR PROPERTY DAMAGE OF ANY KIND OR NATURE WHATSOEVER THAT ARISE OUT OF OR RESULT FROM THE USE, OR ANY INABILITY TO USE, OUR WEBSITES, ANY OF THE FEATURES OR FUNCTIONALITIES OF OUR WEBSITES, ANY CONTENT ON OUR WEBSITES, ANY SERVICES OR ITEMS OBTAINED THROUGH OUR WEBSITES, OR ANY ACT OR OMISSION, ONLINE OR OFFLINE, OF ANY USER OF OUR WEBSITES OR ANYONE ELSE, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL LOSSES, COSTS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING ATTORNEYS FEES AND COSTS) THAT YOU MAY SUFFER OR INCUR, UNDER ANY THEORY OF LIABILITY, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF THE AMOUNT PAID BY YOU, IF ANY, FOR THE RIGHT TO ACCESS OR PARTICIPATE IN ANY SERVICES RELATED TO OUR WEBSITES OR $100.00.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY EVENT OF FORCE MAJEURE OR OTHER CAUSE BEYOND OUR OR THEIR CONTROL INCLUDING ACTS OF GOD, WAR, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, STRIKES, LABOR DISPUTES, RIOTS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, NATURAL DISASTERS, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. NEITHER WE NOR ANY OTHER INDEMNIFIED PARTY IS RESPONSIBLE OR LIABLE FOR: (i) ANY INCOMPATIBILITY BETWEEN OUR WEBSITES AND ANY OTHER WEBSITE, SERVICE, SOFTWARE OR HARDWARE; OR (ii) ANY DELAY OR FAILURE YOU MAY EXPERIENCE WITH ANY TRANSMISSION OR TRANSACTION RELATED TO OUR WEBSITES.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS HEREIN AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. APPLICABLE LAW MAY NOT ALLOW CERTAIN OF THE EXCLUSIONS, LIMITATIONS OR DISCLAIMERS OF LIABILITY SET FORTH IN THESE TERMS OF USE, SO SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU.
Termination
These Terms of Use are effective until terminated by either you or us. You may terminate these Terms of Use prospectively at any time by discontinuing your access to and use of our Websites and destroying all materials obtained from our Websites and all related documentation and all copies and installations thereof, whether made under these Terms of Use or otherwise. If you terminate these Terms of Use, you shall notify us by sending notice of such termination by certified United States mail, postage pre-paid to:
Parts Authority, LLC
3 Dakota Drive, Suite 110
New Hyde Park, New York 11402
Attention: Legal Department
We may terminate these Terms of Use (including your access to and use of our Websites) without cause and without notice to you, at any time in our sole discretion. Upon termination, you must cease any access to or use of our Websites and destroy all materials obtained from our Websites and all related documentation and all copies and installations thereof, whether made under these Terms of Use or otherwise. We have adopted and implemented a policy that provides for the termination, in appropriate circumstances, of users who are repeat infringers of copyright.
The provisions of these Terms of Use, which by their nature should survive the termination of these Terms of Use, shall expressly survive such termination.
Applicable Law and Disputes
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. YOU AGREE THAT BY USING OUR WEBSITES, YOU AND PARTS AUTHORITY ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AND PARTS AUTHORITY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
You and Parts Authority agree that all claims and disputes arising from or relating in any way to the subject matter of these Terms of Use, your use of our Websites, or your and Parts Authority’s dealings with one another in connection with our Websites, shall be finally settled and resolved through BINDING INDIVIDUAL ARBITRATION as described in this section. This agreement to arbitrate is intended to be interpreted broadly. The arbitration will be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the JAMS Comprehensive Arbitration Rules and Procedures then in effect, except as modified by this section. The Comprehensive Arbitration Rules and Procedures are available online at jamsadr.com/rules-comprehensive-arbitration/. You agree that, by agreeing to these Terms, the Federal Arbitration Act (“FAA”) will govern the interpretation and enforcement of this section.
There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. Neither you nor Parts Authority will be able to have a court or jury trial or participate in a class action or class arbitration. You and Parts Authority each further understand and agree that by agreeing to resolve any dispute through individual arbitration:
YOU AND PARTS AUTHORITY ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION OR ANY SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF USE, YOUR USE OF OUR WEBSITES, OR YOUR AND PARTS AUTHORITY’S DEALINGS WITH ONE ANOTHER IN CONNECTION WITH OUR WEBSITES MUST BE COMMENCED IN ARBITRATION WITHIN TWO YEARS AFTER THE CAUSE OF ACTION ACCRUES. AFTER SUCH TWO-YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You and Parts Authority agree that all challenges to the validity and applicability of the arbitration provision (i.e., whether a particular claim or dispute is subject to arbitration) shall be determined by the arbitrator. Notwithstanding any provision in these Terms of Use to the contrary, if the class action waiver above is deemed invalid or unenforceable, neither you nor Parts Authority will be entitled to arbitration. If the arbitration provision in this section is found unenforceable or to be not applicable for a given dispute, then the proceeding must be brought exclusively in the state and federal courts of competent jurisdiction located in City of New York in the State of New York, U.S.A., and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by all limitations on liability and damages included in these Terms of Use. This arbitration provision will survive termination of your use of our Websites. This arbitration provision involves interstate commerce and, therefore, shall be governed by the FAA, and not by state law. Information on JAMS, how to start arbitration, and a description of the arbitration process can be found at www.jamsadr.com.
If you wish to opt-out of the agreement to arbitrate, within 45 days after when you first use our Websites or submit through our Websites a request for information, you must send us a letter stating “Request to Opt-Out of Agreement to Arbitrate” at the following address:
Parts Authority, LLC
3 Dakota Drive, Suite 110
New Hyde Park, New York 11402
Attention: Legal Department
If you opt out of the arbitration provision, you agree to litigate exclusively in the state or federal courts of competent jurisdiction located in the City of New York in the State of New York, U.S.A. and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by all limitations on liability and damages included in these Terms of Use.
Geographic Disclaimer
The owner of our Websites is based in the State of New York in the United States. We provide our Websites for use only by persons located in North America and Europe. We make no claims that our Websites or any of its content is accessible or appropriate outside of these jurisdictions. Access to our Websites may not be legal by certain persons or in certain countries. If you access our Websites from outside North America or Europe, you do so on your own initiative and are responsible for compliance with local laws.
Miscellaneous Legal Provision
We may be required by state or federal law to notify you of certain events. You hereby acknowledge and agree that such notices will be effective upon our posting them on our Websites or delivering them to you via email. You may update your email address by visiting our Websites where you have provided contact information. If you do not provide us with accurate contact information, we will not be responsible for failure to notify you.
We may discontinue our Websites at any time and for any reason, without notice. We may change the contents, operation or features of our Websites at any time for any reason, without notice. You agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of these Terms of Use or your use of our Websites. Nothing contained in these Terms of Use is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of our Websites or information provided to or gathered by us with respect to such use. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. No waiver by us of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and our failure to enforce any provision of these Terms of Use or respond to a breach by you or others shall not constitute a waiver of our right to enforce such provision as to that breach or any other. If any provision of these Terms of Use is invalid or unenforceable under applicable law, the remaining provisions of these Terms of Use will continue in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. These Terms of Use constitute the entire agreement between you and us regarding our Websites and supersede any prior or contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding that subject matter. All feedback, comments, requests for technical support and other communications relating to our Websites should be directed to: [email protected].
Parts Authority Core Return Policy
What is a core?
A core is a part or a component of a motor vehicle that can be rebuilt or recycled for its materials. Essentially a “core” is your old part or component remanufactured and returned to original equipment manufacturer (OEM) specifications for future sale.
Remanufactured parts are those that have some components that get worn down by daily use, even as other components (the “core”) remain undamaged. Remanufacturers salvage cores and rebuild the necessary elements – giving the component a new life.
Parts Authority strives to source components from environmentally and socially responsible vendors, including parts that are remanufactured as opposed to made new. On average, remanufactured parts require only 15% of the energy, materials, processing, and emissions as a new part. To learn more about Parts Authority’s sustainability efforts, please visit https://partsauthority.com/sustainability.
How does Parts Authority handle cores?
The sale of parts eligible for recycling and remanufacturing involves the price of the part itself and an additional charge known as a “core charge”. This charge, a form of deposit, is paid at the time of purchase by the customer, who then gets refunded or credited upon returning that "core" to us.
To receive a core refund/credit, all core returns must be for the exact part purchased, in original packaging, in rebuildable condition, and drained of all fluid when applicable. Credit/refund will be applied once the part is received. We require that all cores be returned within 30 days to be eligible for the credit/refund. Adherence to this policy is necessary to protect the environment and comply with environmental regulations.