Terms and Conditions of Use
OHDParts, a division of Overhead Door Corporation ("OHDParts") hereby grants you as its authorized purchaser and your authorized Agents, (“You” or “Your”), permission to view and use its web portal located at the domain OHDParts.com, or any successor domain (the "Site"), provided that You agree to and accept the notices, terms, and conditions set forth in this agreement without modification (the "Terms"), by clicking the "Accept" button below. If You do not agree to and accept the Terms set forth herein without modification, do not click "Accept", and You will not be permitted access to the Site.
- Authority to Agree. As a condition of Your use of the Site, You represent and warrant that (i) You have full authority to enter into this agreement and undertake all actions available through the Site on behalf of the authorized purchaser with whom the account is associated, and (ii) You will not use this Site for any purpose that is unlawful, immoral or prohibited by these Terms.
- Disclaimer. THIS SITE AND THE INFORMATION, APPLICATIONS, CONTENT, AND OTHER RESOURCES AVAILABLE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND OHDPARTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, OHDPARTS MAKES NO WARRANTY OF ANY KIND THAT THE SITE, OR THAT THE INFORMATION AVAILABLE ON OR THROUGH THE SITE OR ITS APPLICATIONS WILL MEET CUSTOMER’S REQUIREMENTS, CONTINUE TO BE AVAILABLE, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR THAT IT WILL BE CORRECT, RELIABLE, SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE AND HEREBY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY AND ALL LOSS OR DAMAGE INCURRED BY YOU THAT RESULTS, DIRECTLY OR INDIRECTLY, FROM LOSS OF SERVICE, MALFUNCTION, OR FAILURE OF THE SITE OR ANY ONLINE APPLICATION, OR ANY OTHER LOSS OR DAMAGE CONNECTED WITH YOUR USE OF THE SITE OR ANY ONLINE APPLICATION OR ANY PRODUCTS OR RESULTS OF YOUR USE THEREOF.
- Limitation of Liability. IN NO EVENT SHALL OHDPARTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, INTERRUPTION OF BUSINESS, DAMAGES RESULTING FROM DELAY, ACT, ERROR, OR OMISSION OF OHDPARTS) ARISING OUT OF OR RELATED TO THE SITE OR YOUR USE THEREOF, EVEN IF CAUSED BY OHDPARTS AND EVEN IF OHDPARTS HAS BEEN ADVISED OF OR IS OTHERWISE AWARE OF THE POSSIBILITY OF ERRORS THEREIN. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY IN ALL JURISDICTIONS. IN ANY SUCH JURISDICTION, IN NO EVENT SHALL OHDPART’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION ALLEGED TO ARISE FROM YOUR USE OF THE SITE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.
- Indemnification. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD OHDPARTS AND ITS AFFILIATES, OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITY, COSTS, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM YOU BREACH OF THESE TERMS, VIOLATION OF ANY THIRD PARTY'S TRADEMARK, COPYRIGHT, PROPRIETARY AND PRIVACY RIGHTS, AND/OR VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW, REGULATION, OR ORDINANCE IN CONNECTION WITH USE OF THE SITE. THESE INDEMNIFICATION AND DEFENSE OBLIGATIONS WILL SURVIVE THE TERMINATION OF THESE TERMS. THESE INDEMNITY AND DEFENSE OBLIGATIONS ARE IN ADDITION TO THE INDEMNITY AND DEFENSE OBLIGATIONS SET FORTH BELOW IN RELATION TO GOODS PURCHASED BY YOU THROUGH THIS SITE. THE FORGOING SHALL BE IN ADDITION TO AND NOT A LIMITATION OF YOUR INDEMNIFICATION OBLIGATIONS SET FORTH IN ANY OTHER AGREEMENT BETWEEN YOU AND OHDPARTS.
- Governing Law and Attorneys Fees. Your access to and use of this Site and information available on or through this Site are subject to and shall be governed by and construed in accordance with all applicable federal laws of the United States and applicable laws of the State of Texas. You and OHDParts irrevocably consent to the exclusive jurisdiction of the federal and state courts located in Denton County having proper jurisdiction for any action, claim or proceeding arising out of or in connection with these Terms or relating to your access or use of this Site or any information available on or through this Site. In the event OHDParts is required to retain an attorney or file suit in order to obtain your compliance with these Terms, OHDParts shall be entitled to recover from You all of its attorneys’ fees and costs.
- Site Access Prohibited. Use of this Site is unauthorized (i) in any jurisdiction that does not give full effect to all provisions of these Terms (ii) where all or any portion of this Site or the Terms may violate any law, statute or other legal requirement. Any use in contravention of this provision or any provision of these Terms is at your own risk and You are responsible for compliance with all applicable laws.
- Severability. If any part of these Terms is invalid or unenforceable under applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall remain in full force and effect.
- Modification. No modification of these Terms shall be effective unless it is made in writing signed by an authorized OHDParts representative. You agree that OHDParts may change these Terms at any time and without advanced notice, in which event You will be prompted to again review and accept the Terms.
- Independent Contractor. No joint venture, partnership, employment, or agency relationship exists between You and OHDParts as a result of these Terms or Your use of this Site.
- Entire Agreement. These Terms constitute the entire agreement between You and OHDParts with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and OHDParts with respect to Your access of or purchase through this Site. In the event that there is an irreconcilable conflict between these Terms and OHDPart’s standard terms in one of its other documents which relates to Your use of this Site, OHDPart’s most recent document shall control unless patently contrary to the intent of these Terms.
- No Waiver. Any alleged waiver of any breach of these Terms shall not be deemed to be a waiver of any future breach. A printed version of these Terms, any record of your electronic acceptance, and any notice given by OHDParts in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms or your use of this Site to the same extent as other business documents and records originally generated and maintained by OHDParts in printed form.