Site Terms of Service, an Enforceable Legal Agreement.
As of March 8, 2016
User Prohibited From Illegal Uses
User shall not use, and shall not allow any person to use, the Site or Services in any way that violates a federal, state, or local law, regulation, or ordinance, or for any disruptive, tortious, or illegal purpose, including but not limited to harassment, slander, defamation, data theft or inappropriate dissemination, or improper surveillance of any person.
User represents and warrants that:
- User will use the Services only as provided in these Terms;
- User is at least 18 years old and has all right, authority, and capacity to agree to these Terms;
- User will provide accurate, complete, and current information to the Site and its owner(s);
- User will notify the Site and its owner(s) regarding any material change to information User provides, either by updating and correcting the information, or by alerting the Site and its owner(s) via the functions of the Site or the email address provided below.
Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE PROVIDES THE SERVICES “AS IS,” WITH ALL FAULTS. THE SITE DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICES, OR THAT ANY DATA WILL BE TRANSMITTED IN A MANNER THAT IS TIMELY, UNCORRUPTED, FREE OF INTERFERENCE, OR SECURE. THE SITE DISCLAIMS REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, WRITTEN, ORAL, CONTRACTUAL, COMMON LAW, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT MAY ARISE FROM A COURSE OF DEALING OR USAGE OF TRADE.
Liability Is Limited
THE SITE SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS (REGARDLESS OF WHETHER WE HAVE BEEN NOTIFIED THAT SUCH LOSS MAY OCCUR) OR EXPOSURE TO ANY THIRD PARTY CLAIMS BY REASON OF ANY ACT OR OMISSION. THE SITE SHALL NOT BE LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY INVOLVED WITH THE SERVICES, SITE OFFERS, OR ANY ACT BY SITE USERS. THE SITE SHALL NOT BE LIABLE FOR ANY DAMAGES THAT RESULT FROM ANY SERVICE PROVIDED BY, OR PRODUCT OR DEVICE MANUFACTURED BY, THIRD PARTIES.
NOTWITHSTANDING ANY DAMAGES THAT USER MAY SUFFER FOR ANY REASON, THE ENTIRE LIABILITY OF THE SITE IN CONNECTION WITH THE SITE OR SERVICES, AND ANY PARTY’S EXCLUSIVE REMEDY, SHALL BE LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID BY USER TO THE SITE OWNER DURING THE 12 MONTHS PRIOR TO THE EVENT THAT USER CLAIMS CAUSED THE DAMAGES.
The Site shall not be liable for any damages incurred as a result of any loss, disclosure, or third party use of information, regardless of whether such disclosure or use is with or without User’s knowledge or consent. The Site shall have no liability for any damages related to: User’s actions or failures to act, the acts or omissions of any third party, including but not limited to any telecommunications service provider, or events or causes beyond the Site’s reasonable control. The Site has no obligations whatever, and shall have no liability to, any third party who is not a User bound by these Terms. Limitations, exclusions, and disclaimers in these Terms shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Third party products, links, and actions
The Site may include or offer third party products or services. The Site may also have other users or members who interact with each other, through the Site, elsewhere online, or in person. These third party products and any linked sites have separate and independent terms of service and privacy policies. We have no control or responsibility for the content and activities of these linked sites, sellers, and third parties in general, regardless of whether you first were introduced or interacted with such businesses, services, products, and people through the Site, and therefore you agree that we are not liable for any of them. We do, however, welcome any feedback about these sites, sellers, other users or members, and third parties.
Changes to the Site and the Services
The owners and contributors to the Site will work to improve the Site for our users, and to further our business interests in the Site. We reserve the right to add, change, and remove features, content, and data, including the right to add or change any pricing terms. You agree that we will not be liable for any such changes. Neither your use of the Site nor these terms give you any right, title, or protectable legal interest in the Site or its content.
This site and some delivery modes of our product are built on the WordPress platform. For information about intellectual property rights, including General Public License (“GPL”) terms under which the WordPress software is licensed, see here http://wordpress.org/about/gpl/
The Site grants User a revocable, non-transferable, and non-exclusive license to use the Site solely in connection with the Site and the Services, under these Terms.
Copyright in all content and works of authorship included in the Site are the property of the Site or its licensors. Apart from links which lead to the Site, accurately attributed social media references, and de minimus text excerpts with links returning to the Site, no text, images, video or audio recording, or any other content from the Site shall be copied without explicit and detailed, written permission from the Site’s owner. User shall not sublicense or otherwise transfer any rights or access to the Site or related Services to any other person.
The names and logos used by the Site, and all other trademarks, service marks, and trade names used in connection with the Services are owned by the Site or its licensors and may not be used by User without written consent of the rights owners. Use of the Site does not in itself give any user any license, consent, or permission, unless and then only to the extent granted explicitly in these Terms.
All rights not expressly granted in these Terms are reserved by the Site.
Usernames, Passwords, and Profiles
If prompted, Users must provide a valid email address to the Site, at which email address the User can receive messages. User must also update the Site if that email address changes. The Site reserves the right to terminate any User account and/or User access to the Site if a valid email is requested but is not provided by the User.
If the Site prompts or allows a User to create a username or profile, Users agree not to pick a username or provide any profile information that would impersonate someone else or that is likely to cause confusion with any other person or entity. The Site reserves the right to cancel a User account or to change a username or profile data at any time. Similarly, if the Site allows comments or user input, or prompts or allows a User to create an avatar or upload a picture, User agrees not to use any image that impersonates some other person or entity, or that is otherwise likely to cause confusion.
You are responsible for protecting your username and password for the Site, and you agree not to disclose it to any third party. We recommend that you use a password that is more than eight characters long. You are responsible for all activity on your account, whether or not you authorized it. You agree to inform us of unauthorized use of your account, by email to firstname.lastname@example.org. You acknowledge that if you wish to protect your interactions with the Site, it is your responsibility to use a secure encrypted connection, virtual private network, or other appropriate measures. The Site’s own security measures are reasonable in terms of their level of protection, but are not helpful if the interactions of you or any other User with Site are not secure or private.
We are based in Harrisonburg, VA and you are contracting to use our Site. These Terms and all matters arising from your use of the Site are governed by and will be construed according to the laws of Harrisonburg, VA, without regard to any choice of laws rules of any jurisdiction. The federal courts and state courts that have geographical jurisdiction over disputes arising at our office location in the Harrisonburg, VA will be the only permissible venues for any and all disputes arising out of or in connection with these Terms or the Site and Service.
Notwithstanding anything that may be contrary within the “Disputes” provisions above, all matters, and all arbitrable claims within a multi-claim matter, including all claims for monetary damages, shall be decided by a single arbitrator to be selected by us, which arbitrator shall hold hearings in or near Harrisonburg, VA, under the rules of the American Arbitration Association.
Any cause of action User may have relating to the Site or the Services must be commenced within one (1) year after the claim or cause of action arises.
Both parties waive the right to a jury trial in any dispute relating to the Terms, the Site, or the Services.
If for any reason a court of competent jurisdiction finds any aspect of the Terms to be unenforceable, the Terms shall be enforced to the maximum extent permissible, to give effect to the intent of the Terms, and the remainder of the Terms shall continue in full force and effect.
User may not assign his or her rights or delegate his or her responsibilities under these Terms or otherwise relating to the Site or its Services.
There shall be no third party beneficiaries under these Terms, except for the Site’s affiliates, suppliers, and licensors, or as required by law.
Use of the Site and its Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph.
The failure of the Site to exercise or enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
Governing Terms (“Terms”) of this contract apply to and govern the sale of all products that Cellar Supply agrees to sell to Buyer, except as otherwise stated and agreed upon in a written agreement signed by Cellar Supply LLC management. Cellar Supply offers to sell Products and/or services solely pursuant to these terms. Any additional terms proposed by the buyer in any offer, acceptance, confirmation or other document are rejected by Cellar Supply and does not bind the parties.
The prices for products and services are those contained on the current website, or contained in Cellar Supply’s proposal. If the price of fuel, materials or other production items increase, Cellar Supply may impose a surcharge for the affected products or services. Unless the parties otherwise agree in writing, the prices for the products do not include State Taxes applicable, shipping, storage or insurance, which will be paid by the buyer in addition to price for the goods and/or services.
All Payments for products and/or services are payable on the terms of Cellar Supply LLC’s website, proposal or sales order. If a proposal doesn’t state a due date, terms are payable before shipment of order to customer. All Payments past due will incur a 1.5% monthly surcharge per/month. To secure payment from Buyer, Cellar Supply reserves a first priority security interest in all products sold to buyer until the date the invoiced amount for such products has been paid.
All products ordered directly from website ship UPS insured, which is included in the shipping cost paid by the Buyer. Products and/or services offered by Cellar Supply utilizing Quoted Proposals unless stated otherwise, are sold FOB, freight collect from the manufacturers facility stated on proposal. Title to, and risk of loss or damage of products after leaving Manufacturers facility is at the responsibility of Shipping Company. Cellar Supply will use commercially reasonable efforts to deliver products on or before the scheduled shipping/delivery date thereof.
Cellar Supply will assist with coordinating inbound shipments, if requested by Buyer, but assumes no liability or guarantee for third party shipping carriers timeliness and/or any responsibility for payment of shipping charges. Third Party inbound shipping costs are the sole responsibility of the buyer.
Buyer will be required to note on Shippers Bill Of Lading at the time of delivery, any noticeable damage to shipment and immediately contact Cellar Supply with photographic evidence of damage to provide details of damaged products. Buyer will have 3 days after date of receipt of products to report to Cellar Supply any hidden damages of products. Buyer will be deemed to accepted the products or services unless buyer notifies Cellar Supply in writing within such 3 day period.
Buyer may not cancel or change an order for products and/or services, except upon the written consent of Cellar Supply. If Buyer cancels or changes an order for products and/or services, Buyer will reimburse Cellar Supply for all work in progress, materials, subcontractor costs, and any other costs incurred to cancel the order. Deposits and all progress payments are non-refundable to buyer due to non-payment in full according to Contract/Proposal terms. Cellar Supply reserves ownership of all products until fully paid for by buyer, including shipping costs.
Any one of the following acts by the Buyer will be a material breach of these terms by said Buyer: (a) Buyer fails to pay for products and/or services when due. (b) uyer fails to accept conforming products or services. (c) the filing of a voluntary or involuntary petition in bankruptcy against Buyer, Buyers insolvency, or an assignment for the benefit of creditors of Buyer; or (d) Buyers failure to provide adequate assurance of performance within ten (10) days after a justified demand by Cellar Supply. In the event of a breach, Cellar Supply in addition to all other rights or remedies hereunder or at law or in equity and without liability to Buyer, may terminate its obligations by written notice to Buyer. Buyer will pay all costs, including reasonable attorneys’ fees, incurred by Cellar Supply as a result of Buyers breach of contract.
Cellar Supply warrants it’s products for a period of one (1) year, according to the following terms. Warranty period begins for website orders from date of original sale from website. Products and/or services purchased with a Proposal are warranted for a period of one (1) Year from the date of delivery to the Buyers Port.
The warranty covers manufacturers defects and warrants that such product will be free from defect in material and workmanship under proper use, service and conditions. The warranty does not cover: shipping damages, damage incurred during loading, unloading or rigging the products. Improper maintenance, accident, misuse, neglect, alterations, improper installation, improper boiler water considerations, normal wear and tear contrary to the products intended use.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY CONSTITUTES CELLAR SUPPLY'S SOLE LIABILITY AND OBLIGATION, AND BUYERS SOLE REMEDY, FOR ANY BREACH OF WARRANTY OR OTHER NONCONFORMITY OF PRODUCTS. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. CELLAR SUPPLY MAKES NO OTHERWARRANTY, EITHER IMPLIED OR EXPRESS OR STATUATORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMNET, OR THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. CELLAR SUPPLY DOES NOT EXTEND THIS WARRANTY AND BUYER MAY NOT TRANSFER IT, TO ANY THIRD PARTY.
lIMITATION OF LIABILITY. CELLAR SUPPLY WILL IN NO EVENT BE LIABLE TO bUYER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES INCLUDING LOST PROFITS, WHETHER IN AN ACTION BASED ON CONTRACT, TORT, OR OTHER LEGAL THEORY ARISING FROM, OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING IF CELLAR SUPPLY KNEW, OR SHOULD HAVE KNOWN LIKELIHOOD OF SUCH DAMAGES.
WITHOUT LIMITING THE GENERALALITY OF THE FOREGOING, IN NO EVENT WILL CELLAR SUPPLY'S TOTAL LIABILITY ARISING FROM, OR RELATED TO THE TRANSACTIONS HEREUNDER (INCLUDING ANY WARRANTY CLAIMS) WHETHER BASED ON CONTRACT, TORT,OR OTHER LEGAL THEORY, EXCEED THE TOTAL AMOUNT BUYER PAID TO CELLAR SUPPLY FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO SUCH LIABILITY. tHE EXISTENCE OF MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT.
INDEMNITY; THE BUYER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS CELLAR SUPPLY AND IT'S AGENTS, OFFICERS, DIRECTORS OWNERS AND EMPLOYEES FROM AND AGAINST ANY LOSSES, DAMAGES, CLAIMS, LIABILITIES, AND EXPENSES , INCLUDING ATTORNEYS FEES, ARISING FROM OR RELATED TO THE PURCHASE OF, USE OF PRODUCTS OR SERVICES, EXCEPT IN THE EVENT OF SUCH LOSSES, CLAIMS, LIABILITIES OR EXPENSES ARE CAUSED SOLELY BY A BREACH OF CELLAR SUPPLY'S WARRANTY ABOVE, IN WHICH CASE CELLAR SUPPLY'S LIABILITY, IF ANY, WILL BE ONLY TO BUYER AND LIMITED ASSET FORTH IN ABOVE TERMS.
BUYER WILL COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS AND ADMINISTRATIVE RULES GOVERNING THE PURCHASE AND SALE OF PRODUCTS. BUYER MAY NOT ASSIGN ANY OF ITS RIGHTS OR DELEGATE ANY OF IT'S OBLIGATIONS UNDERTHESE TERMS, WHETER VOLUNTARILY, BY OPERATION OF LAW, WITHOUT CELLAR SUPPLY'S WRITTEN CONSENT.
FORCE MAJEURE; CELLAR SUPPLY WILL NOT BE LIABLE FOR ANY DELAY OR FAILURE BY CELLAR SUPPLY TO FURNISH PRODUCTS AND/OR SERVICES DUE TO CAUSES BEYOND IT'S CONTROL SUCH AS ACTS OF GOD, FIRES, EPIDEMICS, FLOODS, RIOTS, WAR, TERRORISM, LABOR DISPUTES, GOVERNMENTAL ACTIONS, INABILITY TO OBTAIN SUFFICIENT MATERIALS, LABOR, COMPONENTS, ENERGY, SERVICES, FACILITIES, TRANSPORTATION, ON COMMERCIALLY REASONABLE TERMS.
GOVERNING LAWS OF THE COMMONWEALTH OF VIRGINIA WILL GOVERN THE VALIDITY, PERFORMANCE AND CONSTRUCTION OF THESE TERMS. ANY DISPUTES ARISING FROM, OR RELATED TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER. ALL DISPUTES FOR PROPOSAL BASED CONTRACT SALES WILL BE SUBJECT TO THE STATE AND FEDERAL COURTS IN ROCKINGHAM COUNTY VIRGINIA, AND BUYER CONSENTS TO THE PERSONAL AND EXCLUSIVE JURISDICTION AND VENUE OF THESE COURTS.
WAIVER; CELLAR SUPPLY'S WAIVER OF ANY RIGHT IT MAY HAVE OR ANY DEFAULT BY BUYER WILL NOT BE A CONTINUING WAIVER OF SUCH RIGHT OR DEFAULT OF ANY OTHERRIGHTS CELLAR SUPPLY MAY HAVE UNDER THESE TERMS. NO WAIVER BY CELLAR SUPPLY WILL BE EFFECTIVE EXCEPT PURSUANT TO A WRITTEN STATEMENT PROVIDED BY CELLAR SUPPLY.
ENTIRE AGREEMENT; THESE TERMS REPRESENT THE ENTIRE AGREEMENTBETWEEN BUYER AND CELLAR SUPPLY WITH REGARDS TO PURCHASE OF PRODUCTS AND/OR SERVICES AND EXPRESSLY SUPERCEDE AND REPLACE ANY PRIOR OR CONTEMPORANEOUS AGREEMENTS RELATING THERETO. THESE TERMS MAY NOT BE SUPERCEDED OR AMENDED, OR CANCELLED EXCEPT IN WRITING BY BOTH PARTIES. NO OTHER ACT, COURSE OF DEALINGS,USAGE OF TRADE, WILL SUPERCEDE, CANCEL OR MODIFY OR AMEND THESE TERMS. IF ANY PROVISION OF THESE TERMS IS DETERMINED TO BE INVALID OR UNENFORCABLE, SUCH PROVISION WILL BE ENFORCED TO THE EXTENT POSSIBLE AND THE REMAINING PROVISIONS WILL REMAIN IN FULL FORCE AND EFFECT.
If you have any questions about these Terms, please address them to email@example.com.
These terms were last updated on March 8, 2016