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Terms of Use / Terms of Sale

Overview

This website is operated by ASP Holdings, Inc.. Throughout the site, the terms “we”, “us” and “our” refer to ASP Holdings, Inc.. ASP Holdings, Inc. offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Use”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Use apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Use carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Use. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Use are considered an offer, acceptance is expressly limited to these Terms of Use.

Any new features or tools which are added to the current store shall also be subject to the Terms of Use. You can review the most current version of the Terms of Use at any time on this page. We reserve the right to update, change or replace any part of these Terms of Use by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Online Store Terms

By agreeing to these Terms of Use, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.

General Conditions

We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

Accuracy, Completeness & Timeliness of Information

We are not responsible for typographical, computer processing errors, software errors, or other pricing or information errors. Further, we are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

Modifications to The Service and Prices

Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

Products & Services

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected. Our Returns Policy is herein incorporated by reference.

Accuracy of Billing & Account Information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

Optional Tools

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Use.

Third Party Links

Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

User Comments, Reviews, Feedback and Other Submissions

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use. You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

Personal Information

Your submission of personal information through the store is governed by our Privacy Policy, which is incorporated herein by reference.

Errors, Inaccuracies & Omissions

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

Delivery and Risk of Loss

Unless otherwise agreed to in writing by us, products shall be shipped FOB (Incoterms 2010) our manufacturing facility or distribution center, such that risk of loss and title of products shall pass to you upon delivery to the designated carrier. Actual freight costs are subject to change at any time. We reserve the right to select the carrier, routing and method of transportation via the least expensive surface route within the contiguous United States, unless you have specifically chosen and paid for a particular shipping service. You will be responsible for all charges for transportation specified via more expensive means such as expedited services, flatbed trailers, dedicated trucks, and other premium services. Acceptance of a specified routing does not constitute a guarantee of ship date, transit time or arrival date. We reserve the right to ship all prepaid orders in one complete shipment. Partial shipments may be made at our discretion. We will not be responsible for any cartage or storage charges at destination. You shall pay any detention, storage, handling or auxiliary charges assessed by carriers or warehousemen resulting from your requirements for special service or your failure to accept delivery in a timely manner. Our responsibility for exception-free delivery ceases when the transportation company receives shipment in good condition. Claims for loss or damage must be reported directly to the carrier. Our willingness to assist you with such claims does not indicate liability on the part of us for the claim or replacement of the products. All other charges and services provided by the carrier at a consignee’s request including but not limited to redelivery or reconsignment are the responsibility of you. Your requests for deferment on shipping must be approved by us and such orders may be subject to revised pricing.

Incorrect Address Provided/Returned Packages

In the event that you provide ASP Holdings, Inc. with an incorrect shipping address, we reserve the right to charge you for any costs and expenses that we incur as a result of the incorrect address provided. This typically encompasses a UPS or Fedex address correction charge of around $12-25. In the event that any package is returned to us for any reason, including but not limited to an incorrect address provided, package refused, or recipient not available to receive the package, we reserve the right to charge you for our actual costs associated with processing the return, and reshipping the merchandise to you.

Freight Corrections

In the event that you request any optional services from one of our freight carriers, such as a lift-gate or scheduled delivery, or if you provide us with incorrect shipping information, you agree that we may automatically bill you for any adjustment charges that are billed to us by the freight carrier.

Order Cancellations

We begin processing orders immediately after the order is placed, because most of our customers want their order shipped as quickly as possible. Our fulfillment, production scheduling, and manufacturing systems are highly automated and therefore once and order is placed, we can not accept cancellations. In the event that you change your mind after placing an order, if the items purchased are eligible for return, you can refer to our return policy and contact customer service to setup a return of the unwanted merchandise.

Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Use, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

Limited Warranty; Disclaimer of Warranties

We will provide to the original purchaser a limited warranty for each of our products and/or services purchased under these Terms. The terms, limitations and exclusions are available at www.aspectled.com/pages/warranty. We reserve the right to modify our limited warranty at any time in our sole discretion. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH HEREIN, YOU EXPRESSLY AGREE THAT WE PROVIDE ALL PRODUCTS, SERVICES AND THIS SERVICE AS-IS AND AS-AVAILABLE WITH NO OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS OR CLAIMS OF ANY KIND, EXPRESS OR IMPLIED, RELATING DIRECTLY OR INDIRECTLY TO THE PRODUCTS, WHETHER ORAL, WRITTEN OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, DURABILITY, NON-INFRINGEMENT, AND TITLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR ANY EMPLOYEE, AGENT, DISTRIBUTOR OR OTHER SUPPLIER OF SELLER’S PRODUCTS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE. NO EMPLOYEE, AGENT, DISTRIBUTOR OR OTHER SUPPLIER OF OUR PRODUCTS HAS THE AUTHORITY TO MODIFY OR AMEND THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE WITHOUT EXPRESS WRITTEN AUTHORIZATION BY ASP HOLDINGS, INC.

Limitation of Liability

IN NO EVENT SHALL ASP HOLDINGS, INC. OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR PUNITIVE DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER AS THE RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY, INCLUDING WITHOUT LIMITATION LABOR OR EQUIPMENT REQUIRED TO REMOVE AND/OR REINSTALL ORIGINAL OR REPLACEMENT PARTS, LOSS OF TIME, LOSS OF PROFITS OR REVENUES, LACK OR LOSS OF PRODUCTIVITY, LIQUIDATED DAMAGES, LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT INTEREST CHARGES OR COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES, SYSTEMS, SERVICES OR DOWNTIME COSTS, DAMAGE TO OR LOSS OF PROPERTY OR EQUIPMENT, ANY INCONVENIENCE, COST OR DAMAGE ARISING OUT OF ANY DELAY IN PERFORMING, FAILURE TO PERFORM OR OTHER BREACH OF THE WARRANTY SET FORTH ABOVE OR OBLIGATIONS UNDER SUCH WARRANTY, OR CLAIMS OF THIRD PARTIES AGAINST YOU, ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, USE OF, INABILITY TO USE, OR THE REPAIR OR REPLACEMENT OF THE PRODUCTS SOLD BY US. IN NO EVENT SHALL SELLER’S TOTAL LIABILITY IN RESPECT OF ANY AND ALL CLAIMS OF ANY KIND WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH, OR RESULTING FROM OUR SALE, DELIVERY, RESALE, REPAIR, REPLACEMENT OR FURNISHING OF ANY PRODUCTS, INCLUDING PERFORMANCE OR BREACH OF THE LIMITED WARRANTY SET FORTH ABOVE IN THESE TERMS, EXCEED THE PURCHASE PRICE ALLOCABLE TO THE GOOD(S) THAT GIVE RISE TO THE CLAIM, AND ANY AND ALL SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE APPLICABLE LIMITED WARRANTY PERIOD FOR SUCH GOOD(S). Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Indemnification

You agree to indemnify, defend and hold harmless ASP Holdings, Inc. and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Use or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

Changes to Product Design or Manufacture

You agree that we shall have the right to change, discontinue or modify the design or production of any of our products and to substitute material equal to or superior to that originally specified.

Severability

In the event that any provision of these Terms of Use is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions.

Performance

We will use reasonable efforts to meet shipment or delivery dates specified by us or you, but such dates are estimates only and are not a firm commitment. Time is not of the essence with respect to the transactions covered by these Terms, except with respect to your obligation to make all related payments. We will not be liable for any delay in shipping or performance or non-delivery for any reason, including but not limited to, any delay or non-delivery caused directly or indirectly by a Force Majeure Event (as defined below). You agrees that any delay in delivery or failure to deliver or perform any part of these Terms shall not be grounds for you to terminate or refuse to comply with any provisions hereof and no claim or penalty shall be effective against us for such delay. No order will be released for manufacture until you provide us with all required information needed to manufacture the products including, without limitation, approved drawings (where applicable), color or voltage specifications, and complete shipment instructions. We shall not be responsible for any delay caused by your failure to timely provide approval drawings and other pertinent information required for us to complete our obligations under an order. In addition, all performance dates, timetables and project milestones shall automatically be extended, day for day, for each day of delay in the completion of any milestone, inspection or approval resulting from any act, omission or delay (including, without limitation, any delay in submitting any required information) of you or any of your other contractors, subcontractors, customers or suppliers, or resulting from any other delay not caused by us.

Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Use are effective unless and until terminated by either you or us. You may terminate these Terms of Use at any time by notifying us that you no longer wish to use our Service. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Use, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

Compliance with Laws

You shall comply with all laws and regulations applicable to this Service and our products, including, but not limited to, all applicable import and export laws and regulations. If the ultimate destination of any products purchased by you is outside of the United States, you shall designate such country in writing to us at the time of order. In the event that you purchase any of our products for export without so notifying us, we reserve the right to cancel the contract at no penalty or liability on our part for breach in the event that we object to the ultimate destination of the products, and you will have sole liability and shall defend, indemnify and release us for any loss or damage (including without limitation, claims of governmental authorities) arising from the export from the United States or import into another country of such products, including, without limitation, those related to export compliance, packaging, labeling, marking, warranty, contents, use, or documentation of the products. You have sole responsibility for obtaining any required export licenses. You will not take, and will not solicit us to take, any action which would violate any anti-boycott or any export or import statutes or regulations of the United States or other governmental authorities and you shall defend, indemnify, and reimburse us for any loss or damage arising out of or related to such actions.

Force Majeure

We shall not be responsible for any delay or failure in performance of any part of a quote, these Terms, delivery of the Products to the extent such delay or failure is caused by an event beyond the reasonable control of Seller including, without limitation, governmental action, fire, explosion, acts of God, flood, war, riot, accident, blockades, insurrections, riots, epidemics, earthquakes, hurricanes, tornadoes, floods, abnormal snow or hail storms, labor trouble, shortages of labor or materials, increases in material costs, transportation difficulty, acts of the public enemy, the existence of any circumstance making performance commercially impractical (each such event, a “Force Majeure Event”).

Entire Agreement

The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use). Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.

Assignment

These Terms are binding upon, and shall inure to the benefit of you, us and our successors and permitted assigns. You may not assign all or any portion of your rights or obligations hereunder without the prior written consent of us. We may assign, delegate or subcontract a purchase order or any of our obligations under these Terms, in whole or in part, without you consent.

Governing Law & Choice of Venue

These Terms of Use and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to its conflict of law principles. Any and all disputes or claims arising in any way from your use of The Service, or the purchase or use of any of our products or services, shall be resolved in the district, conciliation, or state courts situated in Washington County, Minnesota or federal courts situated in Hennepin County, Minnesota.

Changes to Terms of Use

You can review the most current version of the Terms of Use at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Use by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

Contact Information

Any questions about the Terms of Use should be sent to us in writing at: ASP Holdings, Inc. Attn: General Counsel, 3735 Dunlap Street North, Arden Hills, MN 55112.