Terms of service

Last updated: March 01, 2021 PLEASE READ THESE POLICIES CAREFULLY BEFORE YOU USE THIS WEBSITE. BY USING THIS WEBSITE, YOU AGREE THAT THESE POLICIES APPLY TO YOU. THESE POLICIES PROVIDE IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. THE POLICIES ALSO CONTAIN LIMITATIONS AND EXPECTATIONS THAT SHOULD BE CONSIDERED WHEN USING THIS WEBSITE. Thank you for visiting a Consolidated Electrical Distributors, Inc.’s (“CED”) Website (collectively, “Websites”). CED is committed to protecting your privacy and complying with all applicable laws in the collection and use of information on this Website. Please review this Terms of Use (“Terms”) and our Privacy Notice that is provided in a separate document. We encourage you to contact us with questions or feedback. All use of this Website is governed by these policies. Entering this Website indicates that you and your organization (collectively, "User") have reviewed these policies and have agreed to be bound by them. CED reserves the right to change these policies at any time. Your continued use of the Website will constitute your acceptance of such changes. Check back regularly for updates to these policies. CED reserves the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion, without notice. Furthermore, while CED may update the content on this Website from time to time, CED is under no obligation to update such material. For customers who have been approved with credit limits, CED will provide a Customer Login Administrator, selected by your organization, with access to certain webpages and the ability to use certain functions as determined solely by CED. The Customer Login Administrator shall have the ability to add or delete additional members of the organization as Users for access to certain features of this Website. Users added by the Customer Login Administrator will be able to access certain customer-specific information on the Website that is reserved for use only by people authorized by the Customer Login Administrator and select employees of CED. If a User becomes disassociated from CED’s credit-approved customer, that User’s right to access any webpage with a login required is hereby immediately revoked. The Customer Login Administrator is solely responsible for changing login identification to prevent any such User from logging in on the customer’s account. This Website is offered and available to Users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with CED and meet all the foregoing eligibility requirements. If you do not meet all these requirements, you must not access or use the Website. In the case of any violation of these policies, CED reserves the right to seek all remedies available by law for such violations. You are a trusted customer or supplier of CED; we are committed to protecting your privacy and want to give you every confidence that the use of the data provided by you, through our Website, will be given the highest level of confidentiality and security reasonable under the circumstances. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy and Terms of Use, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. Disclaimer Although CED attempts to provide accurate information on the Website, CED assumes no responsibility for the accuracy of the information. ALL INFORMATION PROVIDED ON THIS WEBSITE IS PROVIDED "AS IS," WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. All information provided on this Website is subject to change without notice. CED does not warrant that the Website will be uninterrupted or error-free, that defects will be corrected, or that this Website or the servers hosting the Website are free of viruses or other harmful components. 2 Security Making sure our customers feel secure on this Website is a top priority for us. The Website uses industry-standard encryption technology to provide security for information stored and collected on the Website. CED, however, cannot guarantee that any electronic commerce is totally secure. CED Websites are certified by GoDaddy (or a comparable certificate authority) which verifies that our Website is authentic and that all transactions are secured by Secure Socket Layer (“SSL”) encryption. Each User is responsible for maintaining the confidentiality of that User's sign-in information. User agrees to notify CED immediately upon the unauthorized use of User's registration or password. Customer Login Administrators are responsible for maintaining non-CED User access within their respective organizations. Access and Use of Information You are hereby granted, subject to these Terms, a limited, non-exclusive, non-transferable license to view the screens and materials on this Website and to print only a limited number of copies of such screens and materials as is needed for your own non-commercial use, in order to make a decision whether or not to purchase any products offered through this Website. Access to this Website is limited to viewing the linked webpages solely to access information for the purpose of making a purchase decision or other legitimate business purpose related to your relationship with CED. CED hereby authorizes you to make a single copy of the content herein for your use in learning about, evaluating, or acquiring CED services or products. You agree that any copy made must include CED's copyright notice. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained on this Website. Any access or attempt to access other areas of CED's computer systems or other information contained on the system for any purpose is strictly prohibited. From time to time, we may restrict access to some parts of the Website, or the entire Website, from Users, including registered Users. Links From time to time, other Websites may provide hypertext links (“Links”) to this Website. No such Links shall imply any relationship or connection between CED and the operator of the Website containing the Link to this Website. CED has no liability to you arising out of your use of any Website that provides Links to this Website. Cross-Reference Information The Website's product cross-reference results do not imply that all products compared are of functional equivalency or that performance and other characteristics are exact. It is the buyer’s responsibility to review specifications prior to purchase. Trademarks The trademarks, logos and service marks (“Marks”) displayed on this Website are the property of CED or other third parties. Users are not permitted to use these Marks without the prior written consent of CED or such third party which may own the Marks. Copyright The Website and its entire contents, information, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by CED, its licensors or other providers of such material and are protected by copyright and other intellectual property laws. All rights not expressly granted under these Terms are hereby reserved by CED. No act of downloading any portion of this Website will constitute a transfer of title in such material. All printouts using or referencing content from this Website, for the purpose of evaluating or acquiring the Website's products or services, shall contain CED's copyright notice. No other permission is 3 granted to you to copy, reproduce, distribute, republish, transmit, upload, download, display in public, or modify the content contained on this Website. Submissions Unless otherwise agreed to in writing, all remarks, suggestions, ideas, graphics or other information communicated to CED through this Website will forever be the property of CED. All material submitted to CED will be presumed to be public, and CED will not be required to treat the information as confidential. CED shall have exclusive ownership of all present and future existing rights in the information, without compensation to the person sending the information, and will not be liable for any ideas for its business. CED will not incur any liability as a result of any similarities that may appear in future CED operations. Prohibitions on Use You agree that you will NOT use the Website or any of the content or the services provided therein in connection with any of the following activities: (1) attempting to interrupt the operation of the Website by tampering, hacking or otherwise interfering with the security of our networks, or transmitting data that contains codes or programs that are intended to destroy, disrupt or otherwise impair a computer's functionality or the operation of any service; (2) knowingly introducing any viruses, bugs, worms, Trojan horses, malware or other harmful computer code with anything you submit to this Website; (3) using the Website to send chain letters, pyramid schemes, spam, or Phishing; (4) posting or transmitting any unlawful, harmful, harassing, defamatory, sexually explicit or other objectionable material of any kind or any material that is invasive of another's privacy; (5) spoofing or otherwise impersonating another person or entity; (6) using the Website or its content for any fraudulent or illegal purpose or for collecting personally identifiable information without prior consent; (7) violating any applicable local, state or federal law; (8) interfering with another User's access of the Website, the content or the services; or (9) violating any other of our rules or policies, including engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm CED or Users of the Website or expose them to liability. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express consent. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. The information contained in this Website is solely for use for business and commercial purposes by residents of the United States, its territories, possessions and protectorates. If you access this Website from outside the United States, you do so at your own risk and are responsible for complying with the laws of the jurisdiction where you live. CED has the right to disable any username, password or other identifier, whether chosen by the User or provided by CED, at any time, in CED’s sole discretion, for any or no reason, including if, in CED’s opinion, User has violated any provision of these Terms of Use. General Provisions Restriction of Liability In no event will CED, its officers, directors, employees, parent, subsidiaries, affiliates, agents or suppliers be liable for any direct, indirect, special, punitive, exemplary, incidental or consequential damages arising out of the use or inability to use the Website, including but not limited to, any failure of performance, errors, omissions, interruptions, loss of data, loss of profits, defects, delay or failure of communications, computer viruses, bugs, worms, Trojan horses or other harmful computer code, even if CED was advised of the possibility of such damages. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED EXCEPT AS LIMITED BY APPLICABLE LAW. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the 4 Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. Warranties The goods sold by CED are products of recognized manufacturers sold under their respective brand or trade name in accordance with their terms and conditions. CED GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. Indemnification You agree to defend, indemnify and hold harmless CED, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website. Assignment You may not assign, sublicense or otherwise transfer any of your rights or obligations under the Terms without the express prior written consent of CED. Severability If any provision of these Terms is declared invalid for any reason, such determination shall not affect the validity of the remainder of any other provision of these Terms. The remaining parts of these Terms shall remain in effect as if the Terms had no invalid provisions. Choice of Law and Venue These Terms shall be governed by the laws of the State of Texas (without regard to conflicts of law provisions). Each party irrevocably consents to the jurisdiction of the courts of Texas. Attorneys' Fees and Cost for Litigation In the event of litigation or legal proceedings where a party seeks to claim a breach of these Terms and CED is the prevailing party, then CED shall be entitled to all reasonable attorney's fees and costs expended to enforce these Terms. Terms and Conditions of Sales All orders are subject to the CED’s contractual terms and conditions, which are incorporated in full by this reference. The terms and conditions of sales are available for review here, and also will be sent by mail, email or fax upon request. CED hereby objects to any other additional or different terms in your purchase order or acceptance. CED’s terms and conditions of sale may change from time to time without advance notice. For any order or delivery, the applicable terms and conditions will be those displayed on this Website at the time the order is accepted. Entire Agreement These Terms of Use/Privacy Policy, as well as the Terms of Sales, together with any special or approved Terms of Sales between you and CED with respect to this Website, constitute the sole and entire agreement between you and CED with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations ande arcu vehicula non.