TERMS AND CONDITIONS FOR THE ONLINE SALE OF GOODS AND SERVICES
1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE 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, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS, OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these “Terms”) apply to the purchase and sale of products and services through https://parts.cat.com/ziegler (the “Site”). These Terms are subject to change by Ziegler, Inc. (referred to as “us”, “we”, or “our” as the context may require) without prior notice at any time, in our sole discretion. The latest version of these Terms will be posted on the Site, and you should review these Terms before purchasing any product or services that are available through the Site. Your continued use of the Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.
2. ORDER ACCEPTANCE AND CANCELLATION. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders are subject to availability and acceptance by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. We reject any terms submitted by you not contained herein. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Ziegler and you will not take place unless and until you have received your order confirmation email. You have the option to cancel your order at any time before shipment or pick up by calling your local Ziegler branch listed on your confirmation email. You may issue a purchase order for administrative purposes only; however, any terms in any purchase order are hereby rejected, not binding on us, and are of no force or effect.
3. TAXES. You agree to pay all taxes, assessments, licenses, and governmental charges of any kind resulting from your purchase, possession, or use of
any such products or services.
4. PRICES AND PAYMENT TERMS.
(a) All prices posted on this Site are subject to change without notice. The price charged for a product or service 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 are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
(b) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept VISA, MasterCard, AMEX, Discover and CAT credit cards, and Ziegler Dealer Credit for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
5. ADDITIONAL DOCUMENTATION. At our request, you shall, at your sole
cost and expense, sign and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to the contract for the purchase of products or services or otherwise requested by us. If you fail to sign and deliver such documents or instruments, the entire balance of the purchase price will, upon our tender of performance and at our option, become immediately due and payable.
6. SECURITY INTEREST. To secure your prompt and complete payment of any present or future indebtedness related to your purchase of products or services, you hereby grant us a security interest, in all products purchased, wherever located, whether now existing or hereafter arising from time to time, and all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. You acknowledge that the security interest granted under this Section 6 is a purchase-money security interest under applicable law. We may file a financing statement to perfect the security interest, and you agree to sign any statements or other documents necessary to perfect our security interest. You also authorizes us to sign, on your behalf, statements or other documentation necessary to perfect our security interest. We may exercise all rights and remedies of a secured party under applicable law.
7 RETURNS AND REFUNDS. Except for any products designated on the Site as non-returnable, Ziegler will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within 15 days of shipment and provided such products are returned in their original condition. To return products, you must contact the listed Ziegler branch located on your confirmation email.
You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery.
Refunds are processed within approximately two business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Site. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE.
8. TITLE AND RISK OF LOSS; DELIVERY. Title and risk of loss to purchased products passes to you upon Delivery. “Delivery” occurs upon our delivery of such products to the carrier in the event of shipment, or your receipt of such products at your designated delivery location.
9. SHIPMENT. We shall deliver purchased products FOB at the location specified on your order. You shall pay all shipping charges and insurance costs.
10. INSURANCE. Upon Delivery, and at all times thereafter while there is any balance due under any financing arrangement, you shall, at your own expense, have and keep all financed products insured against loss by fire, theft, collision, vandalism, and any other hazard as we may require by an insurance company acceptable to us and in an amount no less than the balance due under or in connection with such financing agreement. At our request, you shall provide us with a certificate of insurance evidencing the coverages specified in this Section. You shall provide us with no less than ten (10) business days’ advance notice in the event of cancellation or a material change in any such insurance policy.
11. BILL AND HOLD. You assume all risk of ownership and liability for such purchased products as of the date of the invoice or the date you take possession of the product whichever occurs first, including insuring such products in accordance with Section 10. You shall indemnify, hold harmless, and defend Ziegler and Caterpillar, Inc. and their parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns against any loss or damage to products between the invoice date and the date and time of Delivery. After Delivery, you acknowledge and agree that the transaction with respect to purchased products and services in the applicable order is complete, and we have no outstanding obligation to you.
12. LIMITED WARRANTY.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
THIS LIMITED WARRANTY CAN ALSO BE FOUND WITH THE DOCUMENT WE PROVIDE WITH THE PRODUCTS.
ZIEGLER AND CATERPILLAR PROVIDE A LIMITED WARRANTY (A “LIMITED WARRANTY”) FOR THE PRODUCTS PURCHASED FROM THE SITE THAT IS SET FORTH IN AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS SECTION 12 AND THE WARRANTY STATEMENT FOR THE APPLICABLE PRODUCT (AS AMENDED, MODIFIED, OR REPLACED FROM TIME TO TIME, EACH A “WARRANTY STATEMENT”). THE CURRENT VERSION OF THE WARRANTY STATEMENTS FOR THE PRODUCTS SOLD ON THE SITE MAY BE ACCESSED BY CONTRACTING YOUR LOCAL ZIEGLER BRANCH. WE RESERVE THE IN OUR SOLE DISCRETION TO CHANGE OR MODIFY THE TERMS OF THIS LIMITED WARRANTY INCLUDING THE APPLICABLE WARRANTY STATEMENT AT ANY TIME. SUCH CHANGE MAY BE THROUGH A CHANGE TO THIS SECTION 13 OR TO THE APPLICABLE WARRANTY STATEMENT. ALL SUCH CHANGES AND MODIFICATIONS SHALL APPLY TO THE PRODUCTS YOU PURCHASED FROM AND AFTER THE EFFECTIVE DATE OF SAID CHANGE OR MODIFICATION.
THIS WARRANTY IS IN PLACE OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. SPECIFICALLY, NEITHER ZIEGLER, CATERPILLAR, NOR ANY OTHER DEALER MAKES ANY OTHER WARRANTIES AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ZIEGLER, CATERPILLAR, OR ANY OTHER DEALER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH DAMAGES ARE A DIRECT RESULT OF THE NEGLIGENCE OF ZIEGLER, CATERPILLAR, OR ANY OTHER DEALER. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT, OR ADVICE PROVIDED BY ZIEGLER, CATERPILLAR, OR ANY OTHER DEALER OR ANY OF THEIR RESPECTIVE AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS OR EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS TO THOSE CONTAINED HEREIN.
(a) Who May Use This Warranty? This limited warranty extends only to the original purchaser of products and services from the Site. It does not extend to any subsequent or other owner or transferee of the product or any transferee or other beneficiary of the service.
(b) What Does This Warranty Cover? This limited warranty covers defects in materials and workmanship in products and services purchased from the Site.
(c) What Does This Warranty Not Cover? This limited warranty does not cover any damages resulting from (i) transportation or storage; (ii) abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper handling, abnormal physical stress, abnormal environmental conditions, or use contrary to any instructions issued by us; (iii) products that have been reconstructed, repaired, or altered by anyone other than us or our authorized representatives; (iv) any product or service that has been used with any third-party product, hardware, or product that has not been previously approved in writing by us; (v) normal wear and tear; or (vi) external causes or other actions or events beyond our reasonable control. Notwithstanding anything herein to the contrary, our liability under any Limited Warranty is discharged, in our sole discretion and at our expense, by repairing or replacing any defective products or services, or crediting or refunding the price of any defective products or services, less any applicable discounts, rebates, or credits.
(d) . How Do You Obtain Warranty Service? To obtain warranty service, you must contact the local Ziegler branch for assistance during the applicable warranty period.
13. LIMITATION OF LIABILITY.
REMEDIES DESCRIBED IN THE LIMITED WARRANTY ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND THE ENTIRE OBLIGATION AND LIABILITY OF ZIEGLER, CATERPILLAR, OR ANY OTHER DEALER FOR ANY BREACH OF THIS LIMITED WARRANTY. THE TOTAL AGGREGATE LIABILITY OF ZIEGLER, CATERPILLAR, AND ANY OTHER DEALER UNDER THIS LIMITED WARRANTY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT THAT YOU HAVE PURCHASED THROUGH THE SITE, NOR WILL ZIEGLER, CATERPILLAR, OR ANY OTHER DEALER UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.
SOME STATES DO NOT ALLOW THE EXCLUSION OF LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. DATA AND PRIVACY. Ziegler and its partners, affiliates, subsidiaries, and third parties, including but not limited to manufacturers, dealers, and service providers (collectively, “Seller Parties”), collect and share information relating to products, services, and customers as detailed in Ziegler’s Privacy Statement located at
www.zieglercat.com/privacy as well as applicable manufacturers’ statements, which
are hereby incorporated herein by this reference. Manufacturers’ statements may be updated at any time without notice. Products equipped with telematics or other tools, applications, or devices to assess information, such as machine locations, operating hours, health of equipment, and basic utilization (collectively “Telematics”), whether manufactured by Caterpillar or by other companies, collect and transmit information to Seller Parties with a legitimate business reason to access the information, including but not limited to providing services and support, developing new products and services, personalizing user experiences, improving products, or compliance with legal obligations. You understand that Telematics may have been activated on products purchased by us or the manufacturer, and may be subject to or required by specific manufacturer user agreements available to you upon request. You consents to the collection, use, storage, processing, sharing, and disclosure of such information by Seller Parties in accordance with this Section, Ziegler’s Privacy Statement, and applicable manufacturers’ statements.
15. INTELLECTUAL PROPERTY. All intellectual property rights in the products and services, including patents, trademarks, internet domain names, works of authorship, expressions, designs, and design registrations, whether are not copyrightable, trade secrets, and all other intellectual property rights related to or associated with products and/or services (collectively, “Intellectual Property”) are the sole and exclusive property of Ziegler or the product manufacturer, as applicable. You will not acquire any ownership interest in any Intellectual Property under these Terms or any other agreement. If you acquire any Intellectual Property rights in or relating to any products or services, by operation of law or otherwise, such rights are deemed and are hereby irrevocably assigned to Ziegler, manufacturer, or its licensors, as the case may be, without further action by either party.
16. ENTIRE AGREEMENT; AMENDMENT. You may not revoke your purchase of products or services. These Terms, including any applicable Limited Warranty, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, written and oral, regarding such subject matter. No modification of these Terms is effective unless it is in writing and signed by each party.
17. FORCE MAJEURE. We will not be liable to you, and will not be deemed to have breached these Terms or any Limited Warranty, for any failure or delay in performing any obligation, to the extent the failure or delay is caused by or results from acts beyond our control, including acts of God, flood, fire, earthquake, explosion, war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest, requirements of law, embargoes or blockades, actions by any governmental authority, national or regional emergencies, labor stoppages or slowdowns or other industrial disturbances, delays in manufacture, supply shortages, or shortages of adequate power or transportation facilities (each a “Force Majeure Events”). Any Force Majeure Event that has an adverse effect on our ability to perform will absolve us from any liability to you.
18. DISPUTES. You shall pay any legal fees, court costs, and any other costs incurred by us in enforcing these Terms. These Terms are governed by and to be construed in accordance with the laws of the State of Minnesota, without regard to its principles of conflicts of law. If legal action is brought to enforce these Terms, the Federal District Court of Minnesota (4th Division) or Hennepin County District Court (4th Judicial District) will be the exclusive jurisdiction and venue for said action unless Ziegler, in its sole discretion, commences proceedings in a different jurisdiction or venue.
19. UCC. All terms used but not defined in this agreement that are defined in the Minnesota Uniform Commercial Code, as amended from time to time (the “UCC”) have the meanings set forth in the UCC, and such meanings will automatically change at the time any amendment to the UCC, which changes such meanings, becomes effective.
20. COUNTERPARTS. These Terms may be separately signed in any number of counterparts, each of which, when signed and delivered, will be deemed to be an original, and all of which will constitute the same agreement.
21. ELECTRONIC SIGNATURES. You agree that the Electronic Signatures (whether digital or encrypted) included in these Terms are intended to authenticate
this writing and have the same effect as manual signatures. “Electronic Signature”
means any electronic sound, symbol, or process attached to or logically associated
with a record and executed and adopted by a person with the intent to sign the record,
including facsimile or email electronic records, in accordance with the Uniform
Electronic Transactions Act, Minnesota Statutes 325L.01–325L.19, as amended from
time to time. A signed copy of these Terms delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery
of an original signed copy of these Terms.
22. ASSIGNMENT. 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 22 is null and void.
23. 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 Ziegler.
24. NO THIRD-PARTY BENEFICIARIES. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
(a) 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.
(b) To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier, or registered or certified mail to Ziegler, Inc., 901 West 94th Street, Minneapolis, MN 55420. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three (3) business days after they are sent.
26. SEVERABILITY. 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.