CONDITIONS OF USE
Welcome to Rotobrush.com. Rotobrush International LLC, a Delaware limited liability company, and its affiliates provide their services to you subject to the following conditions. If you visit or shop at Rotobrush, you accept these conditions. Please read them carefully. In addition, when you use any current or future Rotobrush service or visit or purchase from any business affiliated with Rotobrush, whether or not included in the Rotobrush Web site, you also will be subject to the guidelines and conditions applicable to such service or business.
When you visit Rotobrush or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Rotobrush or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Rotobrush and protected by U.S. and international copyright laws. All software used on this site is the property of Rotobrush or its software suppliers and protected by United States and international copyright laws.
Roto-vision, AIRQC, AIR QC, Rotobrush, Beneg, RotoStorm, QualitySource, and other marks and designs indicated on our site are registered trademarks of Rotobrush or its affiliates, in the United States and other countries. Other Rotobrush names, designs, graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Rotobrush or its subsidiaries. The Rotobrush trademarks and trade dress may not be used in connection with any product or service that is not owned by Rotobrush, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Rotobrush. All other trademarks not owned by Rotobrush or its subsidiaries that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Rotobrush or its subsidiaries.
LICENSE AND SITE ACCESS
Rotobrush grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with the prior written consent of Rotobrush. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Rotobrush. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Rotobrush and our affiliates without express written consent. You may not use any meta tags or any other “hidden text” utilizing Rotobrush’s name or trademarks without the prior written consent of Rotobrush. Any unauthorized use terminates the permission or license granted by Rotobrush. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Rotobrush so long as the link does not portray Rotobrush, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any Rotobrush logo or other proprietary graphic or trademark as part of the link without express written permission.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you are under 18, you may use Rotobrush only with involvement of a parent or guardian. Rotobrush and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.
REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT
Rotobrush may make available to visitors the opportunity to post reviews, comments, or other content; send e-cards and other communications; and/or submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Rotobrush reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant Rotobrush and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Rotobrush and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Rotobrush or its affiliates for all claims resulting from content you supply. Rotobrush has the right but not the obligation to monitor and edit or remove any activity or content. Rotobrush takes no responsibility and assumes no liability for any content posted by you or any third party.
Rotobrush and its affiliates respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement.
RISK OF LOSS
All items purchased from Rotobrush are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.
Rotobrush and its affiliates attempt to be as accurate as possible. However, Rotobrush does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered by Rotobrush itself is not as described, your sole remedy is to return it in unused condition.
Except where noted otherwise, the List Price displayed for products on our website represents the full retail price listed for the product itself. For certain items that are offered as a set, the List Price may represent “open-stock” prices, which means the aggregate of the suggested retail price for each of the items included in the set.
Parties other than Rotobrush and its subsidiaries may, with Rotobrush’s prior written consent, operate stores, provide services, or sell product lines on this site. In addition, we may from time to time provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their Web sites. Rotobrush does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY: THIS SITE IS PROVIDED BY ROTOBRUSH ON AN “AS IS” AND “AS AVAILABLE” BASIS. ROTOBRUSH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ROTOBRUSH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ROTOBRUSH DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM ROTOBRUSH ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ROTOBRUSH WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
By visiting Rotobrush, you agree that the laws of the State of New York, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Rotobrush or its affiliates.
Any dispute relating in any way to your visit to Rotobrush or to products you purchase through Rotobrush shall be submitted to confidential arbitration in New York, New York, except that, to the extent you have in any manner violated or threatened to violate Rotobrush intellectual property rights, Rotobrush may seek injunctive or other appropriate relief in any state or federal court in the State of New York, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
SITE POLICIES, MODIFICATION, AND SEVERABILITY
Please review our other policies, such as our pricing policy, posted on this site. These policies also govern your visit to Rotobrush. We reserve the right to make changes to our site, policies, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
Rotobrush International, LLC
612 E Dallas Rd, STE 400
Grapevine, Texas 76051
phone: (817) 310-2300
fax: (817) 310-2400
e-mail: contact us
NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright lawyer the written information specified below. Please note that this procedure is exclusively for notifying Rotobrush and its affiliates that your copyrighted material has been infringed.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon
- A description of where the material that you claim is infringing is located on the site, including the auction ID number, if applicable;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The copyright lawyer for notice of claims of copyright infringement on the Rotobrush site can be reached as follows:
612 E Dallas Rd, STE 400
Grapevine, Texas 76051
STANDARD CONDITIONS OF SALE
EFFECTIVE DATE: January 1, 2000, as amended September 15, 2016
STANDARD CONDITIONS OF SALE TO PURCHASERS
1. Unless otherwise expressly agreed in writing by a duly authorized representative of Rotobrush International LLC, a Delaware limited liability company (hereinafter “Rotobrush”), these terms and conditions supersede all other communications and agreements and notwithstanding any conflicting or different terms and conditions in any order or acceptance of Purchaser, all sales and shipments shall be governed exclusively by these terms and conditions. Paragraph headings are for purposes of convenience only. “Products” as used herein shall include products, parts and accessories furnished by Rotobrush. Orders shall be subject to acceptance at Rotobrush’s principal corporate office at 612 East Dallas Road, Suite 400, Grapevine, Texas 76051.
2. Unless otherwise agreed in a writing signed by Rotobrush, Products are delivered F.O.B. Rotobrush’s Texas factory or warehouse. Where the scheduled delivery of Products is delayed by Purchaser or its customer or by reason of any of the contingencies referred to in Paragraph 5, below, Rotobrush may deliver such Products by moving them to storage and storing them for the account of and at the sole risk of Purchaser. Shipping dates are approximate and are based upon prompt receipt of all necessary information and approvals from Purchaser. Rotobrush reserves the right to make delivery in installments. It is the customer’s responsibility to contact Rotobrush regarding any missing components from their order within 30 days of receipt of their product; otherwise, the customer forfeits their rights to have any missing parts replaced by Rotobrush.
TITLE AND RISK OF LOSS
3. The Products sold shall remain the personal property of Rotobrush until fully paid for in cash, and Purchaser agrees, if requested by Rotobrush, to execute a security agreement covering the Products sold and to perform all acts, including but not limited to the execution and filing of UCC-1 financing statements, which may be necessary to perfect and assure retention of title to such Products by Rotobrush. Notwithstanding any agreement with respect to passage of legal title to the Products, risk of loss and damage shall pass to Purchaser and delivery shall be deemed to be complete upon the Products’ arrival at the points set forth in Paragraph 2, above, or upon moving into storage, whichever occurs first.
4. If Purchaser fails to pay any invoice when due, Rotobrush may defer deliveries under this or any other contract with Purchaser, except upon prior receipt of satisfactory security for or cash in payment of any such invoice. Failure on the part of Purchaser to pay invoices when due shall at the option of Rotobrush constitute a default under the Purchaser’s arrangement with Rotobrush and subject Purchaser to termination in addition to all other remedies Rotobrush may have under any Dealership Agreement, these Conditions of Sale, or applicable law. If in the judgment of Rotobrush the financial condition of Purchaser at any time prior to delivery does not justify the terms of payment specified, Rotobrush may require payment in advance or cancel any outstanding order, whereupon Rotobrush shall be entitled to receive reasonable cancellation charges. If delivery is delayed byPurchaser, payment shall become due on the date Rotobrush is prepared to make delivery. Should manufacture be delayed by Purchaser, pro rata payments shall become due if and to the extent required of Rotobrush by its contracts with the manufacturer. All installment deliveries shall be separately invoiced and paid for without regard to subsequent deliveries. Delays in delivery or nonconformities in any installment shall not relieve Purchaser of its obligations to accept and pay for remaining installments.
A service charge equal to the lesser of: (i) one and one-half percent (1½%) per month for an annual rate of eighteen (18%) percent, or (ii) the highest rate allowed by law, shall be charged on all overdue accounts of Purchaser with Rotobrush.
5. Rotobrush shall not be liable for loss, damage, detention, or delay, nor be deemed to be in default for causes beyond its reasonable control or from fire, strike or other concerted action of workers, any act or omission of any governmental authority or of Purchaser, compliance with import or export regulations, currency restrictions, insurrection or riot, embargo, delays or shortages in transportation, or inability to obtain necessary engineering talent, labor, material, or manufacturing facilities from usual sources. In the event of delay due to any such cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to compensate for the delay.
6. Rotobrush warrants to Purchaser that the Products manufactured by Rotobrush or its affiliates shall be free from defects in material and workmanship for a period of twelve (12) months from the date of purchase to the first user, or eighteen (18) months from the date of purchase from Rotobrush’s factory, whichever occurs first, limited to 30 days from the date of purchase for purchased replacement components, except that Roto-Vision and IC Cam products are warranted as free from defects in material and workmanship for a period of ninety (90) days from the date of purchase to the first user. Should any failure to conform with this warranty develop prior to or after delivery of the Products during the specified periods under normal and proper use and provided the Products have been properly stored, installed, handled, and maintained byPurchaser and first customer, Rotobrush shall, if given prompt notice by Purchaser, repair or replace such nonconforming Products. Should Purchaser fail to comply in any respect with the provisions of this paragraph, Rotobrush shall have no obligation in respect of the repair or replacement as provided in this paragraph. Repaired or replaced Products are warranted only for the remainder of the original warranty period above. When the nature of the defect is such that it is appropriate in the judgment of Rotobrush to do so, repairs will be made at the site of the Product. Replaced Products become the property of Rotobrush. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Correction of nonconformities as provided above shall be Purchaser’s exclusive remedy and shall constitute fulfillment of all liabilities of Rotobrush (including direct, indirect, special, incidental, or consequential damages), whether in warranty, contract, tort, negligence, strict liability, or otherwise with respect to the quality of the Products delivered hereunder.
PURCHASER’S REPAIR OBLIGATIONS
7. Purchaser shall be obligated to provide repair services to owners of Products at Rotobrush’s reasonable written request from time to time, regardless whether Purchaser sold any such Product to such owner, and regardless whether any such Product shall be within or outside any applicable warranty period. In the event that Rotobrush shall make any such written request, Purchaser shall be entitled to compensation from Rotobrush for such services at such reasonable rates as Rotobrush may set from time to time.
LIMITATION OF LIABILITY
8. IN NO EVENT WHETHER ON ACCOUNT OF PRODUCTS FURNISHED HEREUNDER, DELAYS INDELIVERY THEREOF,OR SERVICES PERFORMED UPON OR WITH RESPECT TO SUCH PRODUCTS SHALL Rotobrush BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES including but not limited to loss of profits or revenue, loss of use of the Products or facilities or services, downtime cost, or claims of customers of the Purchaser for such damages. Rotobrush’s liability on any claim whether in contract, tort (including but not limited to negligence), warranty, strict liability, or otherwise for any loss or damage arising out of, connected with, or resulting from these conditions of sale or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, servicing, operation or use of any Product covered by or furnished under this contract shall in no case (except as provided in Paragraph 10) exceed the purchase price allocable to the Product or portion thereof which gives rise to the claim. All causes of action against Rotobrush arising out of or relating to this contract or the performance hereof shall expire unless brought within one year of the time of accrual thereof.
TAXES AND FEES
9. The purchase price does not include any federal, provincial, state or local property, license, privilege, sales, service, use, excise, value added, gross receipts, or other like taxes which may now or hereafter be applicable to, measured by or imposed upon or with respect to this transaction, the Products, their purchase, sale, replacement, value, or use, or any services performed in connection therewith. Purchaser agrees to pay or reimburse Rotobrush, its subcontractors or suppliers any such taxes which Rotobrush, its subcontractors or suppliers are required to pay, collect or which are to be withheld by Purchaser. In the event that Purchaser fails to comply with any local law, Rotobrush may, at its sole option, comply with such law on behalf of Purchaser. In no event shall such compliance by Rotobrush relieve Purchaser of any responsibility whatsoever, and Purchaser shall reimburse Rotobrush for all the costs of such compliance.
10. Rotobrush shall at its own expense defend any suits or proceedings brought against Purchaser insofar as based on an allegation that Products furnished hereunder constitute an infringement of any claim of any patent of the United States of America, provided that such Products are manufactured by Rotobrush, are not supplied according to Purchaser’s detailed design, are used as sold by Rotobrush, Purchaser shall have made all payments then due hereunder, and Rotobrush is notified promptly in writing and given authority, information and assistance for the defense of said suit or proceeding; and Rotobrush shall pay all damages and costs awarded in any suit or proceeding so defended, provided that this indemnity shall not extend to any infringement based upon the combination of said Products or things not furnished hereunder unless Rotobrush is finally held by the appropriate governmental authority to be a contributory infringer. Rotobrush shall not be responsible for any settlement of such suit or proceeding made without its written consent. If in any suit or proceeding defended hereunder any Product is held to constitute infringement, and its use is enjoined, Rotobrush shall, at its option and its own expense, either: replace said Products with noninfringing Products; or modify them so that they become noninfringing; or remove them and refund the purchase price and the transportation costs thereof. THE FOREGOING STATES THE ENTIRE LIABILITY OF Rotobrush WITH RESPECT TO PATENT INFRINGEMENT.
To the extent that said Products or any portion thereof are supplied according to Purchaser’s detailed design or instructions, or modified by Purchaser, or combined byPurchaser with equipment or things not furnished hereunder, except to the extent that Rotobrush is finally held to be a contributory infringer by the appropriate governmental authority, or are used by Purchaser to perform a process, or produce a product, and by reason of said design, instruction, a suit or proceeding is brought against Rotobrush, Purchaser agrees to indemnify Rotobrush in the manner and to the extent Rotobrush indemnifies Purchaser in this Paragraph 10 insofar as the terms hereof are appropriate.
11. Except as provided below, Purchaser will not use nor authorize anyone else to use Rotobrush’s names or trademarks. Any use which Purchaser makes of Rotobrush’s name or trademarks will inure to Rotobrush’s sole benefit, and Purchaser will accrue no rights in such name or trademarks. Under no circumstances shall Purchaser use anyof Rotobrush’s names or trademarks in Purchaser’s corporate or business name. Except as provided below, Rotobrush hereby grants Purchaser the non-exclusive, nontransferable, royalty-free right to use Rotobrush’s trademark Rotobrush® and all authorized logos, designs and presentations (altogether constituting the “Trademark”) in connection with Purchaser’s sale of Products. Purchaser will display the symbol “®” adjacent to Rotobrush’s federally registered trademarks at all times. Except as may expressly be permitted by Rotobrush in a writing signed on its behalf by its authorized representative, Purchaser will not make any use or mention (whether human-readable or machine-readable) of the Trademark, or any part of the Trademark, on the Internet, on the World-Wide Web, or on any other publicly accessible or searchable computer network, node, or site. In addition, Purchaser will refrain from using any technique designed to ensure or enhance the likelihood that any search engine (such as Alta Vista, AOL NetFind, Excite, HotBot, Infoseek, Lycos, WebCrawler, or Yahoo) will index, describe, or categorize Purchaser’s site as a Rotobrush International LLC or Rotobrush® site, or as a site at which goods of any such brand are available for purchase, whether by means of “meta tags,” “keywords,” or otherwise.
12. Any assignment of this contract, or any rights hereunder, without prior written consent of Rotobrush by a duly authorized representative thereof, shall be void.
AMENDMENT AND TERMINATION
13. Rotobrush may amend these Standard Conditions of Sale to Purchasers at will, with or without cause, on thirty (30) days’ notice to Purchaser. Rotobrush may terminate these Standard Conditions of Sale to Purchasers at will, with or without cause, on one (1) day’s notice to Purchaser. Any order or contract may be terminated by Purchaser only upon written notice and upon payment of reasonable and proper termination charges, including, but not limited to all costs identified to the order or contract incurred up to the date of notice of termination and all charges incurred by Rotobrush in respect of the termination, plus a fixed sum of 10% or, in the case of specially designed items, 15% of the final net selling price to compensate for disruptions in scheduling, planned production and other indirect costs.
CHOICE OF LAW AND SUBMISSION TO JURISDICTION
14. Except as may be provided to the contrary in a written, signed Dealership Agreement between Rotobrush and Purchaser, the validity and interpretation hereof will be governed by and construed and enforced in accordance with the laws of the State of Texas applicable to contracts negotiated and entered into therein. Except as may be provided to the contrary in a written, signed Dealership Agreement between Rotobrush and Purchaser, Rotobrush and Purchaser hereby irrevocably appoint each other their respective agents for submitting to the jurisdiction of any court located in the County of Tarrant, Texas in any action arising out of any alleged breach hereof or in any way connected with the subject matter hereof, or performance of either party hereunder. Rotobrush and Purchaser hereby irrevocably agree that any such action will be brought only in such a court and no other.
15. If any provision herein or portion thereof shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion thereof, but these Standard Conditions of Sale to Purchasers shall be construed as if such invalid or unenforceable provision or portion thereof had never been contained herein.
16. The remedies expressly provided for in these Standard Conditions of Sale to Purchasers shall be in addition to any other remedies which Rotobrush may have under the Uniform Commercial Code or other applicable law.
Grapevine, Texas, 76051
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