TERMS AND CONDITIONS FOR CICERO MFG & SUPPLY COMPANY, INC. (“CICERO SUPPLY”) ONLINE SALES AND WEBSITE USAGE
THESE TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION REGARDING YOUR ORDERING OF PRODUCTS FROM THIS WEBSITE AND SHOULD BE READ CAREFULLY IN ORDER FOR YOU TO UNDERSTAND YOUR OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS APPLYING TO YOUR USE.
1. Acceptance of Terms:
BEFORE PLACING AN ORDER FOR GOODS, PRODUCTS OR SERVICES (REFERRED TO AS “PRODUCTS”) FROM CICERO SUPPLY, YOU NEED TO AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND DURING THE REGISTRATION PROCESS, PRIOR TO PLACING THE ORDER, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS (“TERMS”) BY CLICKING AND CHECKING ON THE “AGREE TO OUR TERMS AND CONDITIONS” BOX AFTER YOU REVIEW AND AGREE TO THESE TERMS. IF YOU ARE PLACING AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU ARE AFFIRMING THAT YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM CICERO SUPPLY AND/OR THIS SITE IF YOU (A) DO NOT AGREE TO THESE TERMS; (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH CICERO SUPPLY; (C) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE’S CONTENTS, OR PRODUCTS BY APPLICABLE LAW; (D) YOU INTEND (OR ARE AWARE OR BELIEVE THAT THE RECIPIENT OF THE PRODUCTS INTENDS) TO RESELL ANY OF THE PRODUCTS (EXCEPT WHEN A RECIPIENT USES OUR PRODUCTS IN THEIR OWN END PRODUCTS FOR THEIR OWN SALE) ORDERED OR OBTAINED ON OR THROUGH ANY THIRD PARTY WEBSITE, INCLUDING BUT NOT LIMITED TO AMAZON.COM OR EBAY.COM; (E) YOU INTEND (OR ARE AWARE OR BELIEVE THAT THE RECIPIENT OF THE PRODUCTS INTENDS) TO SHIP, DELIVER OR OTHERWISE TRANSPORT ANY OF THE PRODUCTS ORDERED (OR RECEIVED) OUTSIDE OF THE UNITED STATES (EXCEPT IF IN ACCORDANCE WITH SECTION 9 OF THIS TERMS); (F) YOU INTEND (OR ARE AWARE OR BELIEVE THAT THE RECIPIENT OF THE PRODUCTS INTENDS) TO USE ANY OF THE PRODUCTS ORDERED OR PURCHASED FOR ANY USE OTHER THAN THE INTENDED BUSINESS AND/OR PERSONAL USE; AND/OR (G) THE PRODUCTS ARE PURCHASED FOR THE PURPOSE OF COMPETITIVE PRODUCT DEVELOPMENT (REGARDLESS IF SUCH DEVELOPMENT IS FOCUSED ON THE ENTIRE PRODUCT OR ANY SUBPART THEREOF).
These Terms apply to the purchase and sale of Products through www.cicerosupply.com (the “Site”). These Terms are subject to change by Cicero Supply, (referred to as “ us ”, “ we ”, or “ our ” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” listed on the bottom of these Terms and on the Site. You should review these Terms prior to purchasing any of the products that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
2. Accessing Site:
3. Order Acceptance and Cancellation:
You agree that your order is an offer to buy, under these Terms, all of the products listed in your order. All orders must be accepted and confirmed by us or we will not be obligated to sell the products to you. We reserve the right, at our sole discretion, to not accept or to cancel any order should we have a reasonable suspicion or belief that the order (or part thereof) or the intended recipient will violate any of these Terms or would not be in line with the intended use of the products. Such cancellation or non-acceptance may occur despite our having sent you a confirmation email with your order number and details of the items you have ordered.
4. Prices and Payment Terms:
Prices posted on this Site may be different than prices otherwise offered by Us as part of normal business dealings based on the commercial arrangements of each deal.All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
5. Shipments; Delivery; Title and Risk of Loss:
We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.
Title and risk of loss pass to you upon our transfer of the products to the carrier/delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
6. Returns and Refunds:
We are committed to customer satisfaction. Our Return Policy governs the return of all Products purchased through the Site. Only unopened items are eligible for return. Our Return Policy is as follows: (i) All returns should be made within twenty-one days of delivery (unless otherwise approved by us); (ii) In the event that you are not satisfied with a Product (due to a defect or any other reason that it does not meet your needs), please promptly call or email us at our contact information listed below) for a return authorization; (iii) If a Product is defective or due to a another reason for your return, we will send you a mailing label for return; and (iv) If the return is due to a Product defect, the mailing cost for the return is at our expense; however, if the return is for your convenience, due to your error, or change of mind, the cost for mailing the return will be at your expense. For additional information regarding defective returns, please refer to the manufacturer’s warranty (see Section 7).
7. Manufacturer’s Warranty and Disclaimers:
We do not manufacture or control any of the Products offered on our Site. The availability of Products through our Site does not indicate an affiliation with or endorsement of any product, service or manufacturer. Accordingly, we do not provide any warranties with respect to the Products offered on our Site; however, the Products offered on our Site are covered by the manufacturer’s warranty as included with delivery of the Product and in some cases, on the specific manufacturer’s website. To obtain warranty service for defective Products, please follow the instructions included in the manufacturer’s warranty. As part of our customer service polices, we do accept returns within twenty-one (21) days from delivery (please refer to our Return Policy specified in Section 6 above for further detail) and will work with You and the applicable manufacturer to facilitate the process and your receipt of the applicable manufacturer’s warranty services and remedies in accordance with the manufacturer’s specific warranty.
EXCEPT AS SPECIFIED ABOVE REGARDING THE MANUFACTURER’S WARRANTY, ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
8. Limitation of Liability:
THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT THAT YOU HAVE PURCHASED THROUGH THE SITE, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND/OR (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.
The limitation of liability set forth above shall: (i) only apply to the extent permitted by law and (ii) shall not apply to (a) liability resulting from our gross negligence or willful misconduct; and/or (b) death or bodily injury resulting from our acts or omissions.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Resale or Export:
You represent and warrant that you are buying products from the Site for your own business and/or personal use only, and any resale or export by you would be for your personal and/or business purposes only and would be at your own risk and your responsibility to ensure compliance with all United States’ and any other countries laws’, regulations, restrictions, and codes (“laws”), including but not limited to, any export and/or import laws. You further represent and warrant that all purchases are intended for delivery by Cicero Supply to your locations within the United States. In any event, you represent that the Products will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws and if any of the Products are identified as export controlled items under export laws, you represent and warrant that the intended users and places for delivery by you are not to citizens located or locations within an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that the destinations and/or intended users are not otherwise prohibited under any export laws from receiving the Products by you. As any delivery by you outside of the United States is your responsibility, you agree to indemnify, defend, and hold harmless Cicero Supply from any and all damages, claims and liability from any delivery by you outside of the United States. Products purchased from the Site may be controlled for export purposes by export regulations (which are your responsibility), including but not limited to, the Export Administration Act of 1979 (50 U.S.C. 2401-2410), the Export Administration Regulations promulgated thereunder (15 C.F.R. 768-799), the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, “Export Regulations”).
11. No Children Under the Age of 13:
Our Site is not intended for children under 13 years of age. No one under age 13 may provide any personal information to the Site. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Site or on or through any of its features/register on the Site, make any purchases through the Site, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at our contact information listed below in Section 19, Notices.
12. Intellectual Property Use and Ownership:
This Site and its entire contents, features and functionality (including but not limited to all information, text, displays, images and the design, selection and arrangement thereof) are owned by Cicero Supply or other providers of such materials and are protected by United States and international copy right, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You acknowledge and agree that Cicero Supply is and will remain the sole and exclusive owner of all intellectual property rights in and to each product made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products made available through this Site, or of any intellectual property rights relating to those products.
You are not allowed to reproduce, distribute, modify, create derivative works of, publicly display, republish, store or transmit any of the information or material on the Site except as follows: (i) you may store files that are automatically cached by your web browser for display enhancement purposes; and (ii) you may print (or download) a copy of your order confirmation information for your own personal, non-commercial use and not for further reproduction, publication or distribution.
13. Force Majeure:
We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
14. Governing Law and Jurisdiction:
This Site is operated from the United States. 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 Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Illinois.
15. Dispute Resolution and Binding Arbitration:
YOU AND CICERO SUPPLY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
The arbitration will be administered by the American Arbitration Association (”AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 15. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. Further, the Federal Arbitration Act will govern the interpretation and enforcement of this Section 15.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim that affords the prevailing party attorneys' fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within sixty (60) days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR CICERO SUPPLY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 16 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
17. No Waivers:
The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Cicero Supply.
18. No Third-Party Beneficiaries:
These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
To Us. To give us notice under these Terms, you must contact us as follows: (i) by facsimile transmission to Fax Number: 847) 724-8390; or (ii) by overnight courier or registered or certified mail to: Cicero Mfg. & Supply Company, Inc., 1849 Elmdale Ave., Glenview, IL 60026. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
21. Entire Agreement: