2. Copyright. The text, data, content, organization, images, graphics, design, software (including the underlying source and object codes), digital conversion and any other materials included in or related to the Site are our property and are protected under applicable copyrights, trademarks and other proprietary rights (including but not limited to intellectual property). The collection, arrangement and assembly of all content on the Site is copyrighted as a “collective work” under the United States Copyright Laws and we own a copyright in the selection, coordination, arrangement and enhancement of such content. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 3, is strictly prohibited. You may not modify, remove, delete, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any content. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
3. Limited Right to Use. You may use the content and software on the Site as an information resource only. The viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, nonexclusive license for your sole personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution). You may not modify any of the information contained on the Site and may not remove any copyright, trademark or other proprietary notices related to such content. The license granted under this section does not extend to any content owned by third parties and our licensors. Any use of the Site not described herein is strictly prohibited. Without limiting the generality of the foregoing, you are expressly prohibited from: (i) sublicensing or reselling any of the content, database or information included on the Site including, but not limited to, any gasoline station information and gasoline prices; (ii) using, or allowing third parties to use, the content, database or information for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any compilation of information which is included on the Site; (iii) using the information on the Site in any service or product or for any purpose not specifically authorized under this Agreement or the Policy or offering it through any third party; or (iv) disassembling, decompiling, reverse engineering, modifying or otherwise altering the information, the Site or any part thereof without our prior written consent, which consent may be withheld in our sole discretion.
4. Trademark Ownership. The registered and unregistered trademarks, service marks and logos that are used and displayed on the Site (the “Trademarks”) are owned by us, our affiliates or others. You should not construe anything on the Site as granting expressly, by implication, or otherwise, any license or right to use any Trademark. Without limiting the foregoing, you may not use the Trademarks (a) to identify products or services that are not affiliated with us; (b) in any manner likely to cause confusion; (c) in or as part of your own trademarks; (d) in a manner that implies that we sponsor or endorse your products or services; or (e) in any manner that disparages or discredits us. We aggressively enforce our intellectual property rights to the fullest extent of the law.
5. Editing, Deleting and Modification. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site.
6. Links to Other Websites. The Site contains links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website to our Site does not imply approval or endorsement of the linked website by us. If you decide to leave our Site and access these third-party Sites, YOU DO SO AT YOUR OWN RISK.
7. Third-Party Merchant Policies. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such Sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.
8. Indemnification. You agree to indemnify, defend and hold us and our partners, attorneys, staff and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement, the Policy or your use of the Site.
9. Disclaimer. THE INFORMATION AVAILABLE FROM OR THROUGH THE SITE IS PROVIDED “AS-IS” AND ON AN “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AS TO THE USE OR OPERATION OF THE SITE, THE QUALITY OF THE PRODUCTS, OR THE CORRECTNESS, ACCURACY OR RELIABILITY OF THE INFORMATION AVAILABLE THROUGH THE SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED RELATED TO THE SITE AND/OR ANY PRODUCTS SOLD THROUGH THE SITE (INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The negation of damages set forth above are fundamental elements of the basis of the bargain between us and you. This Site, the products, and the information would not be provided without such limitations. No advice or information, whether oral or written, obtained by you from us through the Site shall create any warranty, representation or guarantee not expressly stated in this Agreement.
10. Transmission of Information. You acknowledge and understand that we cannot control the flow of information to or from the Site to other portions of the internet. Such flow of information depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions caused by the third parties can produce situations in which your connection to the Site (or portions thereof) or the information contained on the Site may be impaired or disrupted. Although we will use commercially reasonable efforts to take actions which we deem appropriate to remedy and avoid such events, we cannot guarantee that such events will not occur. ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
12. Information. The Site contains information about us and our mission. While this information was believed to be accurate as of the date prepared, WE DISCLAIM ANY DUTY OR OBLIGATION TO UPDATE THIS INFORMATION.
13. Governing Law/Venue. The Site (excluding any linked websites) is controlled by Earth-Centric, LLC from its offices in the State of Oregon, United States of America. It can be accessed from all 50 states as well as from other countries around the world. By accessing the Site, you agree that the statutes and laws of the State of Oregon, without regard to conflicts of law principle thereof, will apply to all matters relating to your use of the Site including any purchases of products or services. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the federal and state courts located in Multnomah County, Oregon, with respect to such matters.
15. Waiver. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
16. Miscellaneous. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with the applicable law and the remaining portions shall remain in full force and effect.
TERMS FOR CONDITIONS OF SALE
About these Terms and Conditions: These terms and conditions together with the Earth-Centric invoice constitute a contract between the Customer and Earth-Centric for the purchase of merchandise (“Contract”). No other terms and conditions shall apply. The Contract cannot be varied unless Earth-Centric agrees to vary it in writing or by email.
Orders: By placing an order via either this website or by telephone, you make an offer to us to purchase the merchandise you have selected on these terms and conditions. We may or may not accept your offer at our discretion.
Terms: All accounts are payable in current U.S. funds at the office of Earth-Centric at the location specifically designated on the invoice. Approved accounts become past due 20 days following the date on the invoice. Interest will be charged on the past due amount at the rate of one percent (2%) per month. In the event the collection of any unpaid balance is placed in the hands of an attorney, the purchaser shall pay reasonable attorney fees and costs of collection to Earth-Centric.
Return Policy: No returns will be accepted without prior approval from Earth-Centric. All merchandise returned after delivery is subject to a 25% charge.
Pricing Policy: Prices are subject to change without notice. Prices shall be those prevailing at time of order. Prices do not include sales, use, or other taxes.
General Policy: Claims regarding invoice adjustments must be submitted to Earth-Centric in writing within 10 days of the date of Earth-Centric's invoice. Overage, shortages, and damage of products must be noted on the sales receipt at the time of delivery. Back orders will be shipped with purchaser's next order, or sooner if practical.
Warranties: Earth-Centric represents and warrants that the merchandise supplied hereunder will conform to the manufacturer's then current specifications at the time that the goods are shipped. Representations regarding the composition and performance of the merchandise are deemed reliable, however, except for the express warranties set out above, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED RELATED TO THE MERCHANDISE SOLD BY EARTH-CENTRIC THROUGH THIS SITE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Remedies and Damages: Earth-Centric's sole and exclusive liability for breach of warranty or contract shall be to replace the non-conforming goods. If replacement is made, Earth-Centric shall have a reasonable time to deliver such replacement goods. In no event shall Earth-Centric be liable for special, incidental, or consequential damages for any breach of warranty or any breach of contract.
Claims: Claims made against Earth-Centric in connection with defective Goods must be made in writing within ninety (90) days of the date of delivery or they are waived by Buyer and will not be considered by Earth-Centric. Claims for short shipments must be made within ten (10) days of delivery or they are waived. Buyer’s sole remedy for defective Goods shall be in accordance with applicable Earth-Centric policies. Defective Goods are subject to inspection and review by Earth-Centric prior to adjustment of the claim. Any legal action against Earth-Centric in connection with the sale of goods, including but not limited to quantity, prices, promotional allowances, product performance, or breach of warranty, under any theory, must be commenced within two (2) years of the date of invoice. Thereafter, such suits are barred, other statutes of limitation no withstanding. Buyer agrees to this limitation of actions by placing an order with Earth-Centric.