Terms and Conditions
TERMS OF SERVICE
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OVERVIEW
This website is operated by Obscure Euro Parts . Throughout the site, the terms “we”, “us” and “our” refer to Obscure Euro Parts . Obscure Euro Parts 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 Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service 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 Service 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 Service. 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 Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service 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.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, 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.
SECTION 2 - 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.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
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.
SECTION 4 - 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.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
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.
SECTION 6 - ACCURACY OF BILLING AND 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.
For more detail, please review our Returns Policy.
SECTION 7 - 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 Service.
SECTION 8 - 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.
SECTION 9 - USER COMMENTS, 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 Service.
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.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.
SECTION 11 - ERRORS, INACCURACIES AND 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.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, 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.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Obscure Euro Parts , our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.
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.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Obscure Euro Parts 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 Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service 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 Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - 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 Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
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 Service, 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).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service 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 Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Cincinatti , OH, 45212, United States.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service 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 Service 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 Service constitutes acceptance of those changes.
SECTION 20 - CONSIGNMENT STANDARD TERMS
This CONSIGNMENT AGREEMENT is entered into between OBSCURE EURO, LLC, a limited liability company organized and existing under the laws of the State of Ohio, with its place of business at 1775 Mentor Ave., Ste. 190 Cincinnati, OH 45212 (“Vendor”), and a Consignee (“Consignee”, and together with the Vendor, the “Parties”, and each, a “Party”).
Recitals
WHEREAS, Vendor is in the business of reselling, sourcing, and consignment for European automotive parts and vehicles; and
WHEREAS, Vendor desires to enter into a consignment arrangement with Consignee with respect to products of Consignee that may eventually be for resale to customers; and
WHEREAS, Vendor is willing to sell the goods listed on Exhibit A (the “Consigned Goods”) pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the above recitals and intending to be legally bound hereby, the Parties hereto covenant and agree as follows:
1. Consignment of Goods
1.1. Consignment for Resale by Delivery. Consignee shall deliver the Consigned Goods to the Vendor for the purpose of resale by Vendor to its customers. Consignee shall deliver the Consigned Goods to Vendor’s facility located at 1775 Mentor Ave., Ste. 190 Cincinnati, OH 45212 (the “Facility”). All delivery and sale of Consigned Goods will be on a consignment basis, in accordance with the provisions hereof.
1.2. Consignment for Resale by Vendor Pick Up. Vendor, in its sole discretion, may choose to pick up the Consigned Goods from Consignee, rather than delivery by Consignee to the Facility. If Vendor does not inform Consignee of its intention to pick up, delivery of Consigned Goods is to be the implied method for the transfer of Consigned Goods.
1.3. Ownership of Parts for Consignment. Parts must be owned by Consignee relinquishing possession of parts for consignment. Parts must not be known to be stolen goods and any conflict with this provision will be reported to the authorities.
1.4. Confirmation of Identity. Consignee will provide a copy of driver’s license, full legal name, address and other information for identity confirmation.
{W1388257.1}
1.5. Terms of Agreement Prevail over Consignee’s Consignment Request. The terms of this Agreement prevail over any terms or conditions of Consignee contained in any other documentation and expressly exclude any of Consignee’s general terms and conditions contained in any consignment request, purchase order, or other document issued by Consignee (“Consignment Request”), regardless whether or when Consignee has submitted its Consignment Request or such terms. Fulfillment of Consignee’s Consignment Request does not constitute acceptance of any of Consignee’s terms and conditions and does not serve to modify or amend this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any Consignment Request, the terms of this Agreement prevail.
1.6. Inspection by Vendor
1.6.1.Vendor shall inspect Consigned Goods within fifteen (15) days upon such delivery.
1.6.2.Consignee agrees to accept the bill of lading, express receipt, or similar delivery document as conclusive evidence of quantity, condition, and quality of the Consigned Goods, unless Vendor, pursuant to section 1.6.1., advises within fifteen (15) days in writing of any discrepancy with the quantity, condition, or quality and issues a detailed notice on or before the second day after delivery regarding such discrepancy.
1.6.3.Inoperable goods are able to be sold so long as Consignee indicates on Exhibit A the Consigned Good’s condition.
1.7. Storage of Consigned Goods at the Facility
1.7.1. Vendor shall store all Consigned Goods in the Facility in such a manner as to reasonably protect them from damage or deterioration.
1.7.2.Consigned inventory that is composed of loose items will be boxed to the best ability of Vendor.
1.8. Insurance Policy for Large Consignment Loads. Large Consigned Good loads will be charged an additional insurance policy fee of $0 for each $5,000 increment of Consigned Goods.
1.9. Broken or Inoperable Consigned Goods. Broken or inoperable Consigned Goods will be returned to Consignee or sold for parts, and Consignee must indicate on Exhibit A which option should be chosen. If Consignee chooses to have the broken or inoperable good returned to them, the cost for return shall be borne by the Consignee.
1.10. Fees. Shipping, materials and platform related fees will be deducted from amounts owed to Consignee.
2. Title and Risk of Loss. Consignee shall retain title to the Consigned Goods unless and until they are purchased by Vendor’s customer.
{W1388257.1}
2.1. Risk of Loss Passes Upon Delivery
2.1.1.Consignee assumes the risk of loss, theft, or damage to the Consigned Goods upon delivery.
3. Price
3.1. Consigned Good Price. The price of a Consigned Good will be determined on a part-by-part basis as indicated on Exhibit A attached hereto.
3.2. Listing Price. Consignee can opt to suggest a listing price for each consignment item on Exhibit A (the “List Price”) but ultimately Vendor may, in its sole discretion, determine the list price, and amend such list price from time to time, for all Consigned Goods.
3.3. Lack of Sale. If Consigned Goods are not sold within six (6) months of listing, Vendor shall deduct 25% off the List Price. If Consigned Goods are not sold within one (1) year, Vendor shall deduct 50% off the List Price. Further, Consignee must indicate on Exhibit A if after one (1) year of listing if they want the Consigned Goods to be returned to them, remain listed at 50% off the listing price, or sold for parts. The cost for returning any Consigned Good will be borne by Consignee.
3.4. Lack of Sale after 1.5 Years. Consignee must indicate on Exhibit A if after one (1) and a half years (1/2) the Consigned Good has not sold if Consignee wants the Consigned Good returned or disposed of. By choosing dispose of, Vendor takes full control of the Consigned Goods listed on Exhibit A.
4. Payment.
4.1. Consignment Fee. A consignment fee of 35% (subject to change at Vendor’s sole discretion) shall be deducted from the sale price to the end customer with the remaining balance given to Consignee – which shall be set off against any balance owed against Consignee’s balance owed to Vendor.
4.2. Transparency of Sales Status. Vendor shall inform Consignee, biweekly, of any Consigned Goods sales. Once informed, Vendor will pay Consignee within one (1) week.
4.3. Payment Method. Payment method will consist of online payment systems, such as Paypal or Venmo.
4.4. W-9 Request. Vendor may request a Form W-9 from Consignee if a certain volume of Consigned Goods are sold.
4.5. Further Assurances. Upon Vendors request, Consignee shall, at its sole cost and expense, provide any documents regarding payment or financial information.
4.6. Tax. Consignee is solely responsible for all applicable taxes incurred due to the sale of any Consigned Good or any other tax that may arise from this Agreement. Provided, however, Vendor shall be responsible for charging sales tax.
{W1388257.1}
5. Consignee Representations and Warranties
5.1. Consignee Represents and Warrants to Vendor that:
5.1.1.It is duly qualified to do business and is in good standing;
5.1.2.It has the full right and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement;
5.1.3.When executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of Consignee;
5.1.4.It is in compliance with all applicable laws relating to this Agreement, the Consigned Goods, and the operation of its business (including remittance of all applicable taxes).
6. Term and Termination
6.1. Term. Unless earlier terminated as provided herein, this Agreement shall remain in place so long as Vendor retains possession of any Consigned Goods listed on Exhibit A.
6.2. Termination for Breach. For purposes of this Agreement, a Party shall be in default if it materially breaches a term of this Agreement and such breach continues for a period of fifteen (15) days after breaching Party has been notified of the breach.
7. Indemnification
7.1. Consignee General Indemnification.
7.1.1.Consignee shall indemnify, hold harmless, and defend Vendor and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors and permitted assigns, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the costs of pursuing any insurance providers, arising out of or relating to/resulting from any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise of a third-party:
7.1.1.1. Relating to a breach or non-fulfillment of any representation, warranty, or covenant of this Agreement by Consignee or Consignee’s personnel;
7.1.1.2. Alleging or relating to any negligent or more culpable act or omission of Consignee or its personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;
{W1388257.1}
7.1.1.3. Alleging or relating to any bodily injury, death of any person, or damage to real or tangible personal property caused by the willful or negligent acts or
omissions of Consignee or its personnel;
7.1.1.4. Any failure by Consignee or its personnel to comply with any applicable laws that may pertain to this agreement.
8. Miscellaneous
8.1. Choice of Law. This Agreement shall be governed by and construed according to the laws of the State of Ohio. Both Parties hereby agree to submit to the jurisdiction of the federal and state courts of Ohio and to venue of Hamilton County, Ohio with respect to any legal actions arising out of this Agreement.
8.2. Entire Agreement; Amendment and Modification. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes any other agreements, express or implied, between the Parties with respect to the subject matter. This Agreement shall not be amended or modified except by a writing signed by duly authorized representatives of the Parties.
8.3. Further Assurances. Upon Vendor’s request, Consignee shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, as necessary to give full effect to this agreement.
8.4. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.