| USER AGREEMENT and PRIVACY POLICY |
PLEASE READ THE FOLLOWING USER AGREEMENT (INCLUDING THE LEGAL DISCLAIMER, LIABILITY LIMITATIONS AND OTHER PROVISIONS BELOW) CAREFULLY BEFORE USING THIS WEB SITE OR USING OUR OTHER SERVICES. By using the Hedland.com Web site or our other services, you agree to the terms of this User Agreement. If you do not agree to the terms of this User Agreement, you may not use our Web site or other services. We reserve the right, at any time, to modify, alter, or update this User Agreement, and you agree to be bound by such modifications, alterations, or updates once they are posted on our Web site.
LEGAL DISCLAIMER
All the information contained on our web site is subject to change without notice.
Although we have tried to make our web site helpful and accurate, we do not warrant the accuracy of the information contained here, or that the functions contained on this site will be uninterrupted or error free. The content of this site may contain technical inaccuracies or typographical errors. Therefore, it is your responsibility to verify any information before relying upon it.
The information, services, products, and materials contained in this Web site including, without limitation, all text, graphics, and links, are provided on an "AS IS" basis. To the maximum extent permitted by law, HEDLAND AND RACINE FEDERATED INC. DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH INFORMATION, SERVICES, PRODUCTS, AND MATERIALS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, as well as representations and warranties of title, non-infringement, freedom from computer viruses, worms, and other operating problems, and implied warranties arising from course of dealing or course of performance.
LIABILITY LIMITATIONS
In no event shall Hedland or Racine Federated Inc. be liable for any direct, indirect, special, punitive, incidental, exemplary or consequential damages, including without limitation damages arising from loss of use, loss of profits, or loss of data, whether in an action under theories of contract, negligence, strict liability or any other theory, arising out of or in any way connected with the use, inability to use, or performance of the information, services, products and materials available or accessed from this web site.
DISPUTE RESOLUTION
By accessing this web site and using the information available and/or by purchasing any products or services made available through this site, you agree with the web site operators, their service providers, affiliates, parents, subsidiaries and any content provider or offeror of goods or services on this site or through any other associated activity, that any claim or dispute you may have against or with any of these persons or entities, whether related to the described transactions or otherwise, including the enforceability of this arbitration agreement, will be resolved by binding arbitration by the National Arbitration Forum, under the Code of Procedure then in effect. Information may be obtained and claims may be filed at any office of the National Arbitration Forum, www.arbitration-forum.com, or by mail at P.O. Box 50191, Minneapolis, MN 55405. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16 and the New York Convention on the Enforcement of Arbitration Awards (9 U.S.C. §§ 201-208 or as codified in the jurisdiction where enforcement of the award is sought). Hearings shall be held as provided by the Code and if any in-person hearing is required, it shall be held in Milwaukee, Wisconsin, USA. In the event a court having jurisdiction finds any portion of this agreement unenforceable, that portion shall not be effective and the remainder of the agreement shall remain effective.
COPYRIGHT AND TRADEMARK INFORMATION
All content included or available on this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is © 2010 Racine Federated Inc., with all rights reserved, or is the property of Racine Federated Inc. and/or third parties protected by intellectual property rights. Permission is granted to individual customers to electronically copy and to print hard copy portions of this Web site for the sole purpose of using this site as a purchasing resource. Any other use of materials on this Web site, including reproduction for purposes other than those noted above, modification, distribution, or republication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Racine Federated Inc. is strictly prohibited. Users agree that they will not use any robot, spider, other automatic device, or manual process to monitor or copy our Web pages or the content contained therein without prior written permission of an authorized officer of Racine Federated Inc.
Hedland® and Hedland.com are proprietary trademarks of Hedland, which is a division of Racine Federated Inc. Hedland trademarks may not be used in connection with any product or service that is not provided by Hedland, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Hedland or Racine Federated Inc.
All other trademarks displayed on Hedland's Web site are the trademarks of their respective owners, and are not intended to imply any endorsement or affiliation between Hedland and these companies.
Hedland disclaims any responsibility for the content of any third party materials provided through or on our Web site or other services. We do desire to respect all copyrights and to respond accordingly when notified of the infringement of those rights. Therefore, and in compliance with 17 U.S.C. § 512, if you believe that any such third party materials infringe your intellectual property rights, please contact the following agent to request a review of the alleged infringement:
Attn: Corporate Counsel
Racine Federated Inc.
8635 Washington Ave.
Racine WI 53406
OTHER TERMS
Hedland and Racine Federated Inc. are located in the State of Wisconsin, USA. Our web site is operated from the State of Wisconsin, USA. As such, we are subject to the laws of the State of Wisconsin, and such laws will govern this User Agreement, without giving effect to any choice of law rules. We make no representation that our Web site or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our site or other services, you agree to do so subject to the internal laws of the State of Wisconsin. This is the entire agreement and understanding between us regarding the subject matter hereof, and may only be modified as provided above. If any provision of this User Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-unenforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum permissible extent. This User Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us. You agree that by accepting this User Agreement, you are consenting to the use and disclosure of your personally identifiable information and other practices described in our Privacy and Security Policy.
TERMS OF PURCHASE
Our TERMS AND CONDITIONS OF SALE can be accessed here. Placement of an order through this web site shall be deemed acceptance of our Terms and Conditions of Sale.
This User Agreement was last modified on December 6, 2006.
© 2010 Racine Federated Inc.
INFORMATION GATHERED AUTOMATICALLY
Hedland and Racine Federated Inc. collect non-personally identifiable information about every visitor to this web site. Like many web sites, we use "cookies" and "clear gifs" to obtain certain types of information when your web browser accesses our site.
Briefly, "cookies" are small files that we transfer to your computer's hard drive or your web browser memory to enable our systems to recognize your browser and to provide convenience and other features to you. "Clear gifs" are tiny graphics with a unique identifier, similar in function to cookies, and may be used to track the online movements of web users, or to let us know if you have opened an email that we sent you.
Examples of the information we collect and analyze in this manner include the internet protocol (IP) address used to connect your computer to the Internet; computer and connection information such as browser type and version, operating system, and platform; your behavior on our Web site and related services, including the products you view or searched for, as well as the URL you come from and go to next (whether this URL is on our site or not); and cookie number. The cookies and clear gifs that we use do not contain and are not tied to personally identifiable information about you.
We generally use this information to improve our services and the content and function of our web site. We do not share this information with third parties except that our research team may produce research reports and other information and data about online shopping for participating manufacturers, merchants and other customers, as well as other interested parties. Such information and data is based upon aggregated, anonymous information about online shoppers and does not include personally identifiable information about individuals.
INFORMATION YOU GIVE US
We do not collect any personally identifiable information about you or your company unless you voluntarily provide such information to us, by filling out a survey, or registration, or making a purchase, or otherwise interacting with us. Such information may include your name, address, email address, shopping interests and preferences, transaction history, and other personal data.
We may use this information to customize future shopping and savings opportunities for you, and to communicate with you to deliver information and promotional material about our products, our company and its divisions. You can always choose not to receive email from Hedland and Racine Federated Inc. Each of our email messages contains a link at the bottom of the email for the purpose of allowing you to opt out of our email list, or if you prefer, you may contact us in writing at Racine Federated Inc., 8635 Washington Ave., Racine, WI 53406.
We will only disclose personally identifiable information to third parties when we believe such disclosure is required to comply with law or legal process, or to enforce or apply our USER AGREEMENT and other agreements, to assist legal authorities in fraud protection or investigation, or to protect the rights, property or security of Racine Federated Inc., its customers or others.
AGENTS
From time to time, we employ other companies and individuals to perform various functions on our behalf. Examples include sending postal mail and e-mail, analyzing shopper data, and providing other data and services. In such instances, they may have access to personal information needed to perform their functions, but will be prohibited from disclosing it to others, or using it for other purposes.
SECURITY
We are committed to handling your credit card and bank account information with high standards of information security. We work to protect the security of your information during transmission by using Secure Sockets Layer (SSL) software, which encrypts information you input. We also use a secure server hosting location, firewall protection, controlled access and encryption technology to protect your data. We test our security systems regularly, and contract with outside companies to audit our systems and processes.
The security of your account also relies on your protection of your password, which should never be shared with anyone. If you do share your password with a third party for any reason, including because the third party has promised to provide you additional services such as account aggregation, the third party will have access to your account and your personal information, and you may be responsible for actions taken using your password. If you believe someone else has obtained access to your password, please change it immediately by logging in to your account and changing your settings, and also contact us right away as described below.
While no system is completely foolproof, we take the security of your personal information very seriously, and our security measures are designed to protect that information in a responsible manner.
PRIVACY QUESTIONS?
If you have any questions or concerns about privacy at Hedland please contact us at sales@Hedland.com, and we will try to answer your questions or otherwise resolve the matter to your satisfaction. Or, if you prefer, you may contact us in writing at Hedland, 8635 Washington Ave., Racine, WI 53406.
This Privacy and Security Policy was last modified on December 6, 2006.
© 2010 Racine Federated Inc.
Offer, Governing Provisions and Cancellations
This writing constitutes an offer or counter-offer by Racine Federated Inc ("Seller") to sell the products and/or services described herein in accordance with these terms and conditions. This writing is not an acceptance of any offer made by Buyer, and acceptance of this offer is expressly conditioned upon Buyer's assent to these terms and conditions. Buyer will be deemed to have assented to these terms and conditions upon commencement of performance by Seller.
No additional or different terms or conditions will be binding upon Seller unless specifically agreed to in writing by an officer of Seller; no other representative has any authority to waive, alter, vary or add to the terms hereof. Seller hereby objects to any such additional or different provisions contained in any purchase order or other communication heretofore or hereafter received from Buyer. THIS CONTRACT AND THESE TERMS AND CONDITIONS SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN SELLER AND BUYER, AND SHALL BE GOVERNED BY AND SHALL BE CONSTRUED ACCORDING TO THE INTERNAL LAWS OF THE STATE OF WISCONSIN. THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
No order may be cancelled or altered by the Buyer except upon terms and conditions acceptable to Seller as evidenced by Seller's written consent. In the event of such an approved cancellation by Buyer, Seller shall be entitled to payment of the full price, less the amount of any expenses saved by Seller by reason of the cancellation.
Prices
The prices for the products and/or services set forth are Seller's prices for such products and/or services with all of the terms in this form, including the exclusive Warranty and the various disclaimers and limitations of liability enforceable against the Buyer. If Buyer desires for Seller to provide a greater, or additional warranty and/or to be liable for some or all of the disclaimed or limited liability, the prices set forth on this offer are not available, and the Buyer must notify Seller before Buyer accepts this offer (or is deemed to accept it) pursuant to paragraph 1 above. Seller will then make a new offer containing prices reflecting that additional exposure. In the absence of such a new offer, all of the terms in this form shall be enforceable. By accepting this offer, Buyer understands that it is foregoing the possibility of, among other things, recovery of consequential damages from Seller and of indemnity for tort liability in exchange for Buyer obtaining a lower sales price for the products and/or services.
All prices listed are payable in United States Dollars. Payment is due net 30 days after Buyer's receipt of Seller's invoice, unless Seller requires payment in advance.
Taxes and Other Charges
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 or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and the Buyer shall be paid by the Buyer in addition to the prices quoted or invoiced. In the event the Seller is required to pay any such tax fee or charge, the Buyer shall reimburse Seller therefore; or in lieu of such payment, the Buyer shall provide Seller at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing the same.
Delivery, Claims and Force Majeure
The shipping terms for all products sold hereunder are F.O.B. Seller's warehouse or plant in Racine, Wisconsin, U.S.A., unless otherwise stated. Delivery of products to a carrier at Seller's plant or other loading point shall constitute delivery to Buyer; and regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by Buyer. Seller reserves the right to make delivery in installments, unless otherwise expressly stipulated herein; all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Any deliveries not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered merchandise. Delay in delivery of any installment shall not relieve Buyer of its obligations to accept remaining deliveries. Method and route of shipment shall be at the discretion of Seller unless Buyer shall specify otherwise; any additional expense of the method or route of shipment specified by Buyer shall be borne entirely by Buyer. Buyer shall bear all costs of bags, barrels, boxes, pallets or other container used to ship products sold hereunder. No shipping containers may be returned to Seller unless such return is accepted in advance by Seller in writing and unless all return freight is prepaid by Buyer. Claims for shortages or other errors in delivery must be made in writing to Seller within 15 days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance of all shipments made prior to Seller's receipt of Buyer's notice of claim, and shall constitute a waiver of all such claims by Buyer. Claims for loss or damage to products in transit should be made to the carrier and not to Seller.
All delivery dates are approximate. Seller shall not be liable for any damage as a result of any delay or failure to deliver due to any act of God, act of the Buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown or other labor difficulties, war, terrorism, riot, delay in transportation, defaults of common carriers, inability to obtain necessary labor, materials or manufacturing facilities or, without limiting the foregoing, any other delays beyond the Seller's control. In the event of any such delay the date of delivery shall be extended for a period equal to the time lost because of the delay. Buyer's exclusive remedy for other delays and for Seller's inability to deliver for any reason, including Buyer's inability to produce goods which meet the requirements of this contract, shall be rescission of this agreement.
Storage
If the products are not shipped within 15 days after notification to the Buyer that they are ready for shipping, for any reason beyond Seller's reasonable control, including the Buyer's failure to give shipping instructions, Seller may store such products at the Buyer's risk in a warehouse or yard or upon Seller's premises, and the Buyer shall pay all handling, transportation and storage charges at the prevailing commercial rates upon submission of invoices therefore.
Warranties
Seller warrants to the end purchaser, for a period of one year from the date of shipment from the factory, that all new flow meters and monitors manufactured by it are free from defects in materials and workmanship. This warranty does not cover products that have been damaged due to misapplication, abuse, lack of maintenance, or improper installation. Seller's obligation under this warranty is limited to the repair or replacement of a defective product, at no charge to the end purchaser, if the product is inspected by Seller and found to be defective. Repair or replacement is at Seller' discretion. An authorization number must be obtained from Seller before any product may be returned for warranty repair or replacement. The product must be thoroughly cleaned and any process chemicals removed before it will be accepted for return.
The purchaser must determine the applicability of the product for its desired use and assumes all risks in connection therewith. Seller assumes no responsibility or liability for any omissions or errors in connection with the use of its products. Seller will under no circumstances be liable for any incidental, consequential, contingent or special damages or loss, whether asserted in tort, contract, or otherwise, to any person or property arising out of the failure of any product, component or accessory, or otherwise out of the sale of products to Buyer hereunder.
The above warranty supersedes and is in lieu of all other warranties, either expressed or implied and all other obligations or liabilities. No agent or representative has any authority to alter the terms of this warranty in any way. THE WARRANTY CONTAINED IN THIS SECTION IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES (EXCEPT OF TITLE), EXPRESS OR IMPLIED, AND SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as the Seller is willing and able to repair or replace nonconforming products, or credit the purchase price within ninety (90) days of the date which Seller determines that such products are nonconforming. Any suggestions by Seller or Seller's agents regarding use, application or suitability of the products shall not be construed as an express warranty unless confirmed to be such in writing by Seller.
Compliance with Laws
Seller strives to comply with the provisions of all federal, state and local laws, standards and regulations for which liability may accrue to Buyer for violation thereof, Seller certifies that these goods were produced in compliance with all applicable requirements of sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and all regulations and orders of the United States Department of Labor issued under section 14 thereof. However, Seller does not warrant that the products supplied hereunder meet the requirements of any local, state or federal laws or regulations, including those issued under OSHA.
Returns
Products may be returned to Seller only when Seller's written permission, signed by duly authorized personnel of Seller, shall be obtained by Buyer in advance. Goods may not be returned unless they are in marketable condition. Returned products must be securely packaged and reach Seller without damage. Any cost incurred by Seller to put products in marketable condition will be charged to Buyer.
Patents, Trademarks and Copyrights
Seller will, at its own expense, defend any suits that may be instituted by anyone against Buyer for alleged infringement of any United States patent, trademark, or copyright relating to any products manufactured and furnished by Seller hereunder, if such alleged infringement consists of the use of such products, or parts thereof, in Buyer's business and provided Buyer shall have made all payments then due hereunder and shall give Seller immediate notice in writing of any such suit and transmit to Seller immediately upon receipt all processes and papers served upon Buyer and permit Seller through its counsel, either in the name of Buyer or in the name of Seller, to defend the same and give all needed information, assistance and authority to enable Seller to do so. If such products are in such suit held in and of themselves to infringe any valid United States patent, trademark or copyright, then: (a) Seller will pay any final award of damages in such suit attributable to such infringement, and (b) if in such suit use of such products by Buyer is permanently enjoined by reason of such infringement, Seller shall, at its own expense and at its sole option, either (i) procure for Buyer the right to continue using the products, (ii) modify the products to render them noninfringing, (iii) replace the products with noninfringing goods, or (iv) refund the purchase price and the transportation costs paid by Buyer for the products.
Notwithstanding the foregoing, Seller shall not be responsible for any compromise or settlement made without its written consent, or for infringements of combination or process patents covering the use of the products in combination with other goods or materials not furnished by Seller. The foregoing states the entire liability of Seller for infringement, and in no event shall Seller be liable for consequential damages attributable to an infringement.
As to any products furnished by Seller to Buyer manufactured in accordance with drawings, prints, designs, samples or specifications proposed or furnished by Buyer or any claim of contributory infringement resulting from the use or resale by Buyer of products sold hereunder, Seller shall not be liable, and Buyer shall indemnify Seller and hold Seller harmless from and against any and all loss, liability, damage, claim or expense (including but not limited to Seller's reasonable attorneys fees and other costs of defense) incurred by Seller as a result of any claim of patent, trademark, copyright or trade secret infringements, or infringements of any other proprietary right of third parties.
The purchase of any products hereunder does not entitle Buyer to employ the same in any patented process.
Exclusion of Consequential Damages and Disclaimer of Liability; Buyer's Indemnity
Seller's liability with respect to breaches of warranty shall be limited as provided above. With respect to other breaches of this contract, Seller's liability shall in no event exceed the contract price. SELLER SHALL NOT BE SUBJECT TO AND DISCLAIMS: (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCT SOLD OR SERVICES RENDERED BY SELLER OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER. Without limiting the generality of the foregoing, Seller specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of use of products or any associated equipment, cost of capital, facilities or services, downtime, shut-down or slowdown costs, spoilage of material, or for any other types of economic loss. All the limitations and disclaimers contained in this paragraph and in the rest of this contract shall apply to claims of Buyer's customers or any third party asserted by Buyer against Seller for indemnity or contribution, as well as direct claims of Buyer against Seller.
Buyer shall indemnify Seller against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys fees and other costs of defending any action) which Seller may incur as a result of any claim by Buyer or others arising out of or in connection with the products and/or services sold hereunder and based on product or service defects not proved to have been caused solely by Seller's negligence.
Security Interest
Title to the goods sold hereunder, and all additions or accessions to and substitutions for such equipment, shall remain in the Seller as a security interest, and Buyer hereby grants to Seller a security interest in the goods sold hereunder, until the Buyer has completed payment of the purchase price, plus accrued interest, and fully performed all of the other terms and conditions hereof, at which time the Seller's security interest is satisfied.
Additional Documents; Power Of Attorney
At the request of Seller, Buyer will join with Seller in executing one or more Financing Statements, pursuant to the Uniform Commercial Code in form satisfactory to Seller and will pay the cost of filing the same in public offices whenever filing is deemed by Seller to be necessary or desirable. If Buyer fails to promptly execute and file such Financing Statements, then Buyer appoints any officer, employee or agent of Seller as Buyer's attorney-in-fact for purposes of signing and filing said Financing Statements, and hereby authorizes such officer, employee, or agent to execute and file such Financial Statements in the name of Buyer.
Severability
If any provisions of these terms and conditions of sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any legal and enforceable provision hereof, which shall be construed as if such illegal and unenforceable provision(s) had not been inserted herein.
Export
It is agreed and understood between the parties that all sales between the parties are for use of the Products in the United States only. Buyer covenants and agrees that it will not export Products sold by Seller outside the United States, or otherwise resell the Products for use and/or installation outside the United States, absent express written authorization on the part of Seller.
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