WEBSITE TERMS AND CONDITIONS OF USE
Thank you for visiting our website. We appreciate your visit, and your business. These terms and conditions of use (the “Terms & Conditions”) are entered into by and between you and Rimetrix, LLC (“Rimetrix,” “we,” “us,” “our”). These Terms & Conditions govern your access to and use of our website, including any content, functionality, and services offered on or through rimetrix.com (collectively, the “Website”), whether as a guest or a registered user, and regardless of how you access or use it, including through mobile devices.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on or through the Website, in our sole discretion, with or without notice to you. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.
We reserve the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time, if, in our opinion, you have violated applicable law or these Terms & Conditions.
Trademark and Intellectual Property
The Rimetrix name, the Rimetrix logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Rimetrix or its affiliates or licensors. You must not use any such marks without the prior written permission of Rimetrix.
You may use the Website only for lawful purposes and in accordance with these Terms & Conditions. You agree not to use the Website:
- In any way that violates any applicable federal, state, local, or international law or regulation.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate Rimetrix, a Rimetrix employee, another user, or any other person or entity.
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Rimetrix or users of the Website, or expose them to liability.
Additionally, you agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider, or other automatic device, process, software, code, routine or other means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any device, robot, spider, process, software, code, routine or other instrumentality that interferes with the proper working of the Website.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any other server, computer, or database connected to the Website.
If you create an account on the Website, you are responsible for maintaining the confidentiality of your account information, including your username and password, and you agree to accept responsibility for all activities that occur under your account and password. Rimetrix reserves the right to refuse service, terminate accounts, or cancel orders in its sole discretion.
Product Descriptions, Pricing, and Risk of Loss
Rimetrix attempts to provide accurate descriptions of posted products. Rimetrix does not warrant that product descriptions are accurate, complete, reliable, current, or error-free. If a product offered by Rimetrix is not as described, you may return the item(s) and Rimetrix may, in its sole discretion, issue a refund or replace the product with the same or a reasonably comparable product.
Except where noted otherwise, the list price displayed for our products represents the full retail price of our manufactured product and does not include taxes or shipping costs, all of which are calculated at checkout. Rimetrix reserves the right to change its prices without notice for any reason or not reason.
Disclaimer of Warranties and Limitation of Liability
THE RIMETRIX WEBSITE AND SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE RIMETRIX WEBSITE ARE PROVIDED BY RIMETRIX ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, UNLESS OTHERWISE SPECIFIED IN WRITING. RIMETRIX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR PARTICULAR PURPOSE, WHETHER AS TO THE OPERATION OF THE RIMETRIX WEBSITE OR PRODUCTS, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE RIMEXTRIX WEBSITE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE RIMETRIX WEBSITE IS ENTIRELY AT YOUR OWN SOLE RISK AND IS SUBJECT TO ALL APPLICABLE LAWS AND REGULATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL RIMETRIX, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
The foregoing exclusions of implied warranties and limitations of liability do not apply to the extent prohibited by applicable law. Rimetrix does not warrant: (i) that the use of the Website will be uninterrupted or error-free; (ii) that the content on the Website, including product descriptions, is or will be accurate, current, complete, reliable, or of any particular value or quality; (iii) that defects or errors in the Website will be corrected or that the Website will be updated; or (iv) that the Website is free of viruses, worms, malware, adware, or other harmful or disruptive devices or components.
Applicable Law, Jurisdiction and Venue
All matters relating to the Website and these Terms & Conditions, and any dispute or claim arising therefrom or related thereto (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Ohio without giving effect to any choice or conflict of law provision, rule, doctrine or court decision. The state or federal courts located in Cuyahoga County, Ohio, shall be the sole and exclusive venue for any legal suit, action, or proceeding arising out of, or related to, these Terms & Conditions or the Website. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the laying of venue in such courts.
We may revise and update these Terms & Conditions from time to time in our sole discretion. All changes are effective immediately when we post them. To the maximum extent permitted under applicable law, your continued use of the Website following the posting of revised Terms & Conditions means that you accept and agree to the changes. If any portion of any of these Terms & Conditions should be deemed invalid, void, or for any reason unenforceable by a court of competent jurisdiction, any such invalid, void, or unenforceable portion shall be deemed severable or limited to the minimum practicable extent such that it shall not affect the validity or enforceability of any remaining part or provision hereof, and the remaining provisions of these Terms & Conditions shall continue in full force and effect.
No express or implied waiver by Rimetrix of any term in these Terms & Conditions shall be deemed a continuing waiver of such term or a waiver of any other term, and any failure of Rimetrix to assert a right under these Terms & Conditions shall not constitute a waiver of such right. If any provision of these Terms & Conditions is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms & Conditions will continue in full force and effect. These Terms & Conditions and our Privacy Notice constitute the sole and entire agreement between you and Halliburton regarding the Website and supersede all prior and contemporaneous understandings and agreements regarding the Website.
GENERAL TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale, (“Terms”), govern the sale of goods, (the “Goods”), by Rimetrix, LLC (“Seller”) to you, the consumer (“Buyer” or “you”). These Terms shall govern the transaction between Seller and Buyer (collectively, the “Parties”) notwithstanding terms or conditions posted on Seller’s webpage, advertising, and other materials. The accompanying confirmation of sale (the “Sales Confirmation”) and these Terms supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. To the extent other materials are in conflict with these Terms, these Terms shall control.
(a) The Goods will be delivered within a reasonable time after Seller’s dispatch of the Sales Confirmation. Seller shall not be liable for any delays, loss, or damage in transit.
(b) Seller shall deliver the Goods to the commercial shipment company of Seller’s choice using Seller’s standard methods for packaging and shipping such goods.
(c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the quantity purchased under these Terms.
(d) Delivery shall be made FOB Cleveland, OH. Seller shall make delivery in accordance with the terms on the face of the Sale Confirmation.
(a) The quantity of any shipment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. The Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within 30 days of the date when the Goods would in the ordinary course of events have been received.
(b) Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time.
4. Returns and Risk of Loss.
(a) Unused Goods may be returned to Seller for a refund of the purchase price within thirty (30) days of the time you received the Goods. The unused Goods must be returned in original packaging.
(b) Original costs of shipping are non-refundable. Cost of shipping Goods to Seller will be paid by Buyer.
(c) Refunds will be paid to original form of payment.
(d) Packages returned to Seller’s location by a third-party shipping company that has been unable to deliver the Goods due to no access, wrong address, or other shipment issue will be automatically refunded minus the shipping charges and subject to a fifteen (15) percent restocking fee.
(e) Title and risk of loss passes to Buyer upon delivery of the Goods to the shipping provider. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Ohio Uniform Commercial Code.
5. Inspection and Rejection of Nonconforming Goods.
(a) Buyer shall inspect the Goods within seven (7) days of receipt (the “Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s Sales Confirmation; or (ii) product’s label or packaging incorrectly identifies its contents. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller. Buyer acknowledges and agrees that the remedies set forth above are Buyer’s exclusive remedies for the delivery of Nonconforming Goods.
(a) Buyer shall purchase the Goods from Seller at the price (“Price”) set forth in Seller’s published price list in force as of the date of Buyer’s purchase. All applicable taxes and duties shall be paid by Buyer. All discount terms, if any, will be calculated from the basis of the original Price.
7. Payment Terms.
(a) Buyer shall pay all amounts due to Seller at time of purchase via Seller’s e-commerce platform. Seller shall be under no obligation to process and ship Goods to Buyer in the event that full payment is not made at time of purchase.
8. Limited Warranty.
(a) Seller warrants to Buyer for a period of thirty (30) days from the date of shipment of the Goods (“Warranty Period”) that the Goods will materially conform to Seller’s published specifications in effect as of the date of shipment and will be free from material defects in material and workmanship. Seller further warrants that it has valid title to the Goods, that the transfer of title to Buyer is valid and free from any security interest, lien, or other interest adverse to Buyer.
(b) EXCEPT FOR THE WARRANTY SET FORTH IMMEDIATELY ABOVE, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
(c) Seller shall not be liable for a breach of the warranty set forth in herein unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within seven (7) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Goods are defective.
(d) Seller shall not be liable for a breach of the warranty if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.
(e) Subject to the disclaimers above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate, provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Goods to Seller.
(f) THE LIMITED REMEDIES SET FORTH IN THIS SECTION 8 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY.
9. Limitation of Liability.
(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE GOODS, THESE TERMS, OR OTHERWISE, WHETHER ARISING OUT OF OR RELATED TO CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THREE (3) TIMES THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.
The limitation of liability set forth above shall not apply to liability resulting from Seller’s gross negligence or willful misconduct.
(b) Buyer warrants that Buyer has read and understands the specifications of the Goods posted on Seller’s website titled “Compatibility.” Seller disclaims liability arising from improper installation and use of Goods, even on a compatible vehicle. Seller disclaims liability for use of Goods in extreme weather or road conditions.
(a) No waiver by Seller of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by Seller. In no event shall Seller’s failure to exercise or delay in exercising any right, remedy, power or privilege arising from these Terms operate, or be construed as, a waiver thereof. No single or partial exercise of any of Seller’s rights, remedies, powers or privileges hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
11. No Third-Party Beneficiaries.
(a) These Terms are 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 these Terms.
12. Governing Law.
(a) All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision, statute, regulation, doctrine, rule or court decision (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio.
13. Submission to Jurisdiction.
(a) Any controversy or claim arising out of or relating to these Terms, or the breach thereof shall, at either Party’s election, be settled by arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any Court in the State of Ohio. The rules of the American Arbitration Association may be viewed here: www.adr.org/sites/default/files/Consumer%Rules.pdf.
(a) All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
(a) If any term or provision, or any portion of any term or provision, of these Terms is found to be invalid, illegal or unenforceable in any jurisdiction, any such finding of invalidity, illegality or unenforceability shall not affect the enforceability of the remainder of these Terms or any other term or provision of these Terms; nor shall such finding operate to invalidate or render unenforceable such term or provision or any portion of any such term or provision in any other jurisdiction.