Atlas Copco Compressors LLC
(revised June 13, 2016)
1.2. By accessing and/or using the Website, you signify acceptance of all terms, conditions, and other provisions of these Terms and of any and all other terms and conditions (including but not limited to Terms and Conditions of Sale) posted by Atlas Copco in the Website. Any and all such other terms and conditions (including but not limited to Terms and Conditions of Sale) posted by Atlas Copco in the Website are hereby incorporated by this reference into these Terms and are a part of these Terms. If you do not fully accept all terms, conditions and provisions, you are not permitted to visit or use the Website.
1.3. THE WEBSITE IS NOT DIRECTED AT ANYONE OUTSIDE OF THE UNITED STATES.IN ADDITION, PRODUCTS AND SERVICES SHOWN, LISTED, OFFERED AND/OR SOLD THROUGH THE WEBSITE ARE NOT DIRECTED AT, OFFERED TO, SOLD TO, OR DELIVERED TO ANYONE OUTSIDE OF THE UNITED STATES, unless specifically agreed otherwise in writing by an authorized manager of Atlas Copco in connection with a particular order. IN ADDITION, THE WEBSITE IS NOT DIRECTED AT INDIVIDUALS. ATLAS COPCO DOES NOT OFFER, SELL, OR DELIVER TO INDIVIDUALS. THE WEBSITE IS A “BUSINESS TO BUSINESS” WEBSITE.
1.4. You expressly represent and warrant that (a) you are a company or other legal entity (not an individual) domiciled in the United States of America; (b) you are not listed on any blocked or restricted person/entity list (or similar list) maintained by the United States Government, including but not limited to the Specially Designated Nationals (“SDN”) List at https://sdnsearch.ofac.treas.gov/ and/or any similar list (including but not limited to the Department of Commerce’s list of denied parties or the Department of State’s debarred parties); and (c) you have not lost your privilege to make exports or receive them, and you are not a party debarred or suspended from contracting with the United States Government.
1.5. You expressly agree that you shall ensure that only those of your employees who have a legitimate need to access and use the Website will access or use the Website. It is expressly agreed and acknowledged that you are responsible for your employees’ access and use of the Website and compliance with these Terms and with any and all other of Atlas Copco’s terms and conditions (including but not limited to the Terms and Conditions of Sale) posted in the Website. You shall notify Atlas Copco promptly of the ending of the employee’s legitimate need to access or use the Website (including but not limited to the employee’s termination or resignation).
1.6. You acknowledge and understand that it is necessary to use user-IDs and passwords (provided by Atlas Copco) to access certain portions and/or functions of the Website that require log-in. You shall not share user-IDs or passwords with any third party. You shall be responsible for the security and use of the user-IDs and passwords. You shall immediately notify Atlas Copco of any suspected unauthorized use of User-IDs or passwords or any other suspected breach of security.
1.7. Atlas Copco expressly reserves the right to (in its sole discretion) temporarily or permanently suspend, restrict, and/or terminate any or all of your access to and/or use of the Website at any time, with or without prior notice.
1.8. Atlas Copco expressly reserves the right to temporarily or permanently shut down the Website in whole or in part, at any time, with or without prior notice.
1.9. You expressly agree and acknowledge that you assume any and all risks in connection with your access to and/or use of the Website.
2. Limitation of Liability. EXCEPT FOR ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ATLAS COPCO OR ANY OF ITS AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, SUPPLIERS, VENDORS, LICENSORS, SUCCESSORS, OR ASSIGNS (OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOSS OF PROFITS; DOWN-TIME; BUSINESS INTERRUPTION; LOSS OF GOODWILL; AND/OR LOSS OF DATA) IN ANY WAY RESULTING FROM, ARISING OUT OF, OR RELATED TO THE WEBSITE (AND/OR ANY THIRD PARTY’S WEBSITE OR PAGE); THE CONDITION, OPERATION, OR CONTENT OF THE WEBSITE; SERVICE FAILURES; VIRUS OR MALWARE INFECTIONS; SECURITY INTRUSTIONS; UNAUTHORIZED ACCESS; LOSS OF YOUR DATA, ATLAS COPCO’S DATA, OR ANY OTHER DATA; ACCESS TO OR USE OF THE WEBSITE OR INABILITY TO ACCESS OR USE THE WEBSITE; ANY PERMANENT OR TEMPORARY CESSATION OF THE WEBSITE OR ANY PART THEREOF; ANY PERMANENT OR TEMPORARY SUSPENSION OF YOUR ACCESS TO OR USE OF THE WEBSITE, OR ANY PART THEREOF; AND/OR ANY OTHER MATTER RELATING TO THE WEBSITE (AND/OR ANY THIRD PARTY’S WEBSITE OR PAGE), EVEN IF ATLAS COPCO HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR IF THE DAMAGES ARE FORESEEABLE, AND REGARDLESS OF WHETHER A CLAIM FOR DAMAGES IS BASED IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
3. Warranty Disclaimer. 3.1. ATLAS COPCO PROVIDES THE WEBSITE “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS, WHETHER WITH RESPECT TO RELIABILITY, FUNCTIONALITY, UPTIME, ACCURACY, SECURITY, NON-INFRINGEMENT, COMPLETENESS OF INFORMATION/CONTENT, OR OTHERWISE.
3.2. ATLAS COPCO EXPRESSLY DISCLAIMS ALL WARRANTIES, GUARANTEES, AND REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND ANY AND ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
3.3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ATLAS COPCO DOES NOT GUARANTEE, WARRANT, OR REPRESENT THAT THE WEBSITE (AND/OR ANY THIRD PARTY’S WEBSITE OR PAGE) WILL BE FREE FROM DATA LOSS, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, REGARDLESS OF WHETHER THE WEBSITE, COMMUNICATONS, TRANSMISSIONS AND/OR DATA IS ENCRYPTED IN WHOLE OR IN PART.
3.4. WITHOUT LIMIING THE GENERALITY OF THE FOREGOING, ATLAS COPCO MAKES NO GUARANTEES, WARRANTIES, OR REPRESENTATIONS WHATSOEVER IN CONNECTION WITH ANY OTHER WEBSITE OR PAGE WHICH YOU MIGHT BE ABLE TO ACCESS THROUGH THE WEBSITE.
3.5. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
4. Force Majeure. In the event Atlas Copco contractually agrees to do something in connection with the Website by a particular date and Atlas Copco is not able to perform or is delayed due to any cause beyond its reasonable control (including but not limited to acts of God, strike or other concerted action of workmen, act or omission of any governmental authority, act of war or terrorism, and/or act of the public enemy), the time of performance shall be extended by the amount of time reasonably sufficient to make up for such delay.
5. Compliance with Laws and Regulations. You expressly agree that you shall not violate any law or regulation (including but not limited to any export regulations of the United States). You expressly represent and warrant that neither your visit to nor your use of the Website violates any law or regulation.
6. Indemnification. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS ATLAS COPCO AND ITS AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, SUPPLIERS, VENDORS, LICENSORS, SUCCESSORS, AND ASSIGNS (OR ANY OF ITS/THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES AND FEES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO (A) YOUR VIOLATION OF ANY TERM, CONDITION, OR OTHER PROVISION OF THESE TERMS OR OF ANY OTHER TERMS AND CONDITIONS POSTED IN THE WEBSITE (INCLUDING BUT NOT LIMITED TO THE TERMS AND CONDITIONS OF SALE), (B) YOUR ACCESS OR USE OF THE WEBSITE, AND/OR (C) YOUR VIOLATION OF ANY LAW OR REGULATION (INCLUDING BUT NOT LIMITED TO ANY EXPORT REGULATION OF THE UNITED STATES).
7. Intellectual Property. The Website, including but not limited to any and all logos, trademarks, text, software, programming code, applications, images, graphics, software, sound, animation and video files, and their arrangement, are proprietary to Atlas Copco and/or third parties and subject to intellectual property protection. No part of the Website (whether any logo, trademark, text, software, programming code, application, images, graphics, sound file, animation file, and video files, or otherwise) may in whole or in part be reproduced, copied, transferred, published, distributed, modified, or reposted, without specific prior written authorization. All intellectual property rights, including but not limited to copyrights, trademarks, and patents are reserved and any use without prior written authorization from the respective owner is strictly prohibited. You expressly agree to not copy, modify, rent, lease, loan, sell, distribute or create a derivative works based on the Website in any manner.
8. Intellectual Property Indemnification by Atlas Copco. Atlas Copco shall defend or at its option settle any suit or proceeding by any third party brought against you in so far as it is based on an allegation that the Website (including but not limited to any software) or any data (or other content) constitutes an infringement of any patent, copyright, trademark, trade dress or other intellectual property. Atlas Copco shall pay the damages and costs awarded in any such suit or proceeding so defended by Atlas Copco. Atlas Copco’s obligations in this paragraph are conditioned upon you promptly (i) notifying Atlas Copco in writing promptly upon becoming aware of the third party's claim and providing Atlas Copco with a copy of the third party’s claim; (ii) giving Atlas Copco sole authority to control the defense and settlement of the suit/proceeding; and (iii) providing Atlas Copco with full information and reasonable assistance at Atlas Copco’s expense. Atlas Copco shall ensure that no such settlement intending to bind you shall be entered into without Customer's prior written consent, which consent shall not be unreasonably withheld or delayed.You shall be permitted to participate in the defense and settlement with counsel of your own choosing at your own expense. Notwithstanding anything else, in the event any such third party action is brought against you, Atlas Copco expressly reserves the right to at Atlas Copco’s sole discretion at option: (i) procure for you the right to continue using the Website; (ii) replace the Website with a substantially equivalent non-infringing Website ; (iii) modify the Website so it becomes non-infringing; or (iv) temporarily or permanently, in whole or in part, shut down the Website and/or or suspend or terminate your access to the Website. THIS SECTION STATES THE ENTIRE LIABILITY OF ATLAS COPCO AND ITS AFFILIATES WITH RESPECT TO INFRINGEMENT OF ANY THIRD PARTY’S PATENT, COPYRIGHT, TRADEMARK, TRADE DRESS, AND/OR OTHER INTELLECTUAL PROPERTY.
9. Confidentiality.Each Party (as to information disclosed, the “Disclosing Party”) may each disclose Confidential Information to the other Party (the “Receiving Party”) in connection with the Website and/or order/contract. “Confidential Information” means information related to the business, products, or services of the Disclosing Party that is not generally known to the public. The Receiving Party agrees: (i) to use the Confidential Information only as the Disclosing Party intended it to be used by the Receiving Party in connection with the order/contract, and (ii) to take reasonable measures to prevent disclosure of the Confidential Information to third parties.Upon the Disclosing Party’s request, the Receiving Party shall destroy or return to Disclosing Party all copies of Confidential Information. The obligations of this Section 9 shall not apply to any portion of the Confidential Information that: (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, its representatives or affiliates, (ii) is independently developed by the Receiving Party, its representatives or affiliates, without reference to or use of the Confidential Information, (iii) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party when the source is not, to the best of the Receiving Party’s knowledge, subject to a confidentiality obligation to the Disclosing Party; or (iv) is required to be disclosed by valid legal process or law provided that the Receiving Party who intends to make such disclosure shall promptly notify the Disclosing Party prior to such disclosure and shall reasonably cooperate in attempts to maintain the confidentiality of the Confidential Information. It is expressly agreed that this Section 9 survives any expiration/termination of the order/contract/agreement.
10. Linking to the Website. You are not authorized to link to the Website without Atlas Copco’s specific prior written consent.
11. Links from the Website. If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Atlas Copco has no control over the contents of those sites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party Websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such Websites.
12. No Waiver. No waiver by Atlas Copco of any term, condition, or other provision herein shall be deemed a further or continuing waiver of such term, condition, or provision or a waiver of any other term, condition, or provision, and any failure of Atlas Copco to assert a right or provision hereunder shall not constitute a waiver of such right or provision.
13. Changes to the Website. Atlas Copco expressly reserves the right to make changes to and/or update the Website (including but not limited to its content) from time to time, but the Website (including but not limited to its content) is not necessarily complete or up-to-date (regardless of whether any changes or updates have been made). Any of the material on the Website may be out of date at any given time, and Atlas Copco is under no obligation to update such material.
14. Severability. The provisions herein are severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision. In addition, in the event that any provision herein (or portion thereof) is determined by a court or arbitration body to be unenforceable as drafted (whether by virtue of the scope, duration, extent or character of any obligation contained therein, or otherwise), the parties acknowledge that it is their intention that such provision (or portion thereof) shall be construed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under applicable law.
15. Governing Law and Jurisdiction. The validity, performance, and all other matters arising out of or relating to the Website, or interpretation and effect of these Terms shall be governed by and construed in accordance with the internal laws of South Carolina without giving effect to any choice or conflict of law provision or rule (whether of South Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of South Carolina. Any legal suit, action or proceeding and all other matters arising out of or relating to the Website and/or the interpretation and effect of these Terms shall be instituted in a court (federal court or state court) of competent jurisdiction sitting in South Carolina, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action, suit, or proceeding. Notwithstanding the foregoing, Atlas Copco shall have the right at any time (at its option and where legally available) to immediately commence a legal suit, action, or proceeding in any court of competent jurisdiction (anywhere) in order to seek an injunction or similar order to enforce these Terms or any other terms and conditions (including but not limited to the terms and conditions of sale) posted in the Website, and/or to enforce or protect intellectual property rights or trade secrets, and/or to enforce payment terms.
16. THESE TERMS CONTAIN THE ENTIRE AGREEMENT BETWEEN ATLAS COPCO AND YOU WITH RESPECT TO THE SUBJECT MATTER HEREIN AND SUPERSEDE ALL PREVIOUS OR CONTEMPORANEOUS STATEMENTS, AGREEMENTS, AND REPRESENTATIONS WITH RESPECT TO TERMS AND CONDITIONS IN CONNECTION WITH THE WEBSITE. This agreement cannot be superseded, amended, or modified except by an applicable negotiated agreement signed in handwriting by an authorized company officer of Atlas Copco and an authorized representative of you. Any terms/conditions provided by you is for your internal purposes and no term or condition stated therein shall modify these Terms. Atlas Copco’s execution of any terms/conditions provided by you shall constitute only an acknowledgment of receipt thereof, and shall not be construed as an acceptance of any of the terms or conditions therein that differ from, conflict with, or add to these Terms. No modification or additional term or condition shall be applicable to these Terms by virtue of Atlas Copco’s past, present, or future receipt, acknowledgment or acceptance of any communication or document from you (whether or not signed by Atlas Copco), including but not limited to shipping instruction forms, or other documentation containing terms or conditions which are different from or in addition to the ones set forth in these Terms. Failure of Atlas Copco to object to terms/conditions provided by you shall in no event be construed as an acceptance of any terms and conditions of you. Neither Atlas Copco’s commencement of any performance nor any delivery shall be deemed or constituted as acceptance of any terms/conditions from you.
17. Headings. The headings herein have been inserted solely for convenience of reference, and shall not be considered in interpreting the terms, conditions or other provisions herein.
18. Modification. Atlas Copco reserves the right to change or update the terms, conditions, and other provisions herein at any time.
19. Privacy Statement. 19.1 You expressly agree that personally identifiable information (including but not limited to email addresses and/or names of persons) that you submit in connection with the Website (including but not limited in connection with any registration, communications and/or orders in connection with the Website) may be shared by Atlas Copco with affiliates and/or other third parties (including but not limited to shipping companies, service providers, suppliers, distributors, financial institutions, business partners, and postal or government authorities) in connection with the Website, and/or in order to review or process an order or transaction, to offer or provide you with a Product, Service, or information (including but not limited to future offers and/or marketing material), to communicate with you, to provide you with customer service, to perform a task carried out in the public interest, to defend Atlas Copco’s (or any affiliate’s or other third party’s) rights or property and/or for other purposes that are not unlawful. Any such affiliate or third party may be located in the United States or outside of the United States. You expressly agree and consent to transfer of the personally identifiable information, including to other countries. Atlas Copco will not sell or rent the personally identifiable information to third parties without your consent.
19.2. In connection with your visit to the Website, Atlas Copco and/or third parties may collect certain information about your computer equipment, browsing actions, and patterns, including but not limited to information about your computer and internet connection, including your IP address, operating system, and browser type, and details of your visits to the Website. The technologies used by Atlas Copco and/or third parties for this automatic data collection may include “cookies” (and similar technologies). In general terms, a cookie is a small text file or piece of data that a website that you visit (for example the Website) can place or save onto your computer. Atlas Copco’s cookies do not themselves contain personally identifiable information. However, if you provide personally identifiable information, such information may be linked to the data stored in the cookie. There are various types of cookies. One type saves a file for a longer period of time onto your computer, and it can remain on your computer after you shut it off. Another type of cookie is called “session cookie”. While you are visiting a Website, session cookies are temporarily stored in your computer’s memory. Atlas Copco may use third parties to assist in collecting and/or processing information obtained through cookies.
19.5. You expressly acknowledge and understand that no server or transmission over the Internet, and no measure, can be guaranteed to be one hundred percent secure, and that any activity (including but not limited to access or use of the Website) or communication is conducted at your own risk.
19.6. You expressly agree and acknowledge that Atlas Copco is not responsible for the privacy policies, content, or practices of third party websites (including but not limited to any and all websites to which the Website links) or their owners or operators.
19.7. Atlas Copco reserves the right to change or update the Privacy Statement at any time.