Urso & Urso, Inc.
Terms of Service
- “We”, “Our” or “CECOR” as used in this Agreement refer to Urso & Urso, Inc. its officers, agents, employees, directors, contractors, vendors and affiliates.
- “Service(s)” refers to all electronic communications and the use thereof, including but not limited to, CECOR Products, website, blogs, store or purchase features, ecommerce or any other electronic communication between CECOR and You.
- The “Site” refers to the CECOR’s website cecor.net, including all pages, locations, and affiliated sites.
- “You” or “Your” refer to the user of the Site or Services.
- “Customer” & “Buyer” refers to You as well as, if applicable, Your employer or any entity on behalf of whom You are acting, whether as agent, independent contractor, or otherwise.
- “Products” refers to equipment, materials and supplies described in or sold through the Site.
- “Third-Party Websites” refers to websites listed or referred to on the Site not owned or operated by CECOR.
- “Third-Party Partners” refers to companies or entities not owned or controlled by CECOR that are working with CECOR as to which, for example, we obtain information from or share information with to market to Customer, or which provide services to Customer through the Services or the Site (such as payment processing services).
- “Tracking Technologies” refers to cookies, flash objects, web beacons, embedded scripts, location-identifying technologies, or similar technology.
- “Affiliates” means any entity controlling, controlled by, or under common control with the party, where “control” means the ownership of 50% or more of the securities or voting interests of an entity, or otherwise having the right to control the entity.
Section 1.0 – Notice of Changes to Terms of Service
CECOR may notify You of changes to the Terms of Service through a general posting on the Site but is not required to do so. We recommend You review the Terms of Service from time to time to verify Your continued agreement with them. You shall be deemed notified of any changes each time You use the Service. Except as otherwise provided in an agreement executed by both parties, this is the only means of official communication recognized for the purpose of actively communicating with You regarding the Site, Services or the Terms of Service.
Section 2.0 – Limited License
- 2.01 CECOR grants You a non-exclusive, non-transferable, revocable license to access and use the Site for You to learn about CECOR and Our Products, and make purchases of Products through the Site, strictly in accordance with this Agreement. Other product and company names mentioned in the Site may be the intellectual property of their respective owners.
- 2.02 Unless otherwise noted, all content, including without limitation any graphics, logos, brand names, images, photographs, text, blog postings, video clips or other materials related in the Site are protected under applicable copyrights, trademarks and other proprietary rights. The copying, redistribution, use or publication by You of any such materials or any part of the Site, except as allowed under Section 2.04, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site or the Service. You will (i) be responsible for Your, and anyone using on Your behalf or through Your account’s, compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of any content or information You provide to or make available on the Service; (iii) not provide, make available to, or permit other individuals to use or access the Service, except under the terms listed herein, and You will responsible for any unauthorized activity of the Service; (iv) not sell, resell, rent, or lease the Service; (v) not modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Service; (vi) not remove any proprietary notices or labels on the Service or Products; (vii) not use the Service for the purposes of monitoring the Service’s availability, performance, or functionality or for any other benchmarking or competitive purposes; (viii) not use the Service to store or transmit infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third party privacy rights; (ix) not use the Service to store or transmit malicious code; and (x) not interfere with or disrupt the integrity or performance of the Service. The Service is made available to You under a limited license as describes in these Terms of Service, not sold. Use herein or in any other document of the word “purchase” in conjunction with subscription of the Service shall not imply a transfer of ownership. You acknowledge and agree that, as between You and CECOR, all right, title and interest, including all copyright, trademark, patent, trade secret, intellectual property (including but not limited to algorithms and business processes) and other proprietary rights, arising out of or relating to the provision of the Service, as well as any derivative works, belong exclusively to CECOR.
- 2.03 CECOR and its logos are registered trademarks of CECOR or its Affiliates. Other product and company names mentioned on the Site may be trademarks of their respective owners.
- 2.04 The viewing, printing or downloading of any content, graphic, form or document from the Site grants You only a limited, nonexclusive license for use solely by You for Your own personal use and not for republication, distribution, assignment, sub-license, sale, or preparation of derivative works.
- 2.06 You agree to the following:
- 1. If You use the Site, You are responsible for maintaining the confidentiality of Your account and password and for restricting access to Your computer or device, and You agree to accept responsibility for all activities that occur under Your account or password. The Site is not intended for use by persons under 13; if You are over 13 but under 18, You may use the Site only with and applicable through Your parent or guardian. CECOR and its associates or Affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its or their sole discretion.
- 2. CECOR and its associates or Affiliates attempt to be as accurate as possible. However, CECOR does not warrant that Product descriptions or information, or other content of this Site, are accurate, complete, reliable, current, or error-free. WITHOUT LIMITING ANY OTHER TERMS OF THIS AGREEMENT, IF A PRODUCT OFFERED ON THE SITE IS NOT AS DESCRIBED, YOUR SOLE REMEDY IS TO RETURN IT IN UNUSED CONDITION.
Section 3.0 – Financial Responsibility
- 3.01 It is Your sole responsibility to keep all billing and shipping information You give to CECOR, whether company or personal, accurate and complete. This includes, but is not limited to, Customer legal name, Your name, Customer address, including city, state, country and zip code, Customer telephone number and appropriate Customer email address. If Customer sets up an account with CECOR Customer agrees to inform CECOR of any changes to the recorded information within 30 days of the change. Customer authorizes CECOR to obtain credit and/or trade information to verify creditworthiness when CECOR determines it necessary. When You use the Site to purchase Products You attest to Your authority to purchase from the Site and agree to all of its rules for payment and returns as laid out in the Agreements.
- 3.02 Customer agrees to pay CECOR all charges and fees for any Product(s) You purchase, including but not limited to shipping & handling fees, late fees, invoice surcharges, cashier check fees, wire fees, or other special money-transfer or deposit fees, if applicable. CECOR may calculate an estimated shipping & handling charge at the time of purchase. The actual shipping and handling charge will be determined when the product is shipped to the Customer. Any adjustments to the shipping & handling charges will be made at the time of shipping and charged to Customer with a final invoice that will be either mailed through the postal service or emailed to the appropriate Customer email address on record at the time of shipping.
- 3.03 Customer agrees to pay all sales and use taxes, duties, or levies which are required by law as well as all attorney and collection fees arising from efforts to collect any unpaid balance on the Customer account. CECOR shall have the right to bill and collect any applicable taxes where required by law. If CECOR is audited by a Governmental entity and it is determined there is additional tax due on an invoice produced on the Customers behalf, Customer agrees to paying the additional tax along with any associated interest and/or penalties.
- 3.04 Unless otherwise provided by executed written agreement between You and CECOR, CECOR reserves the right to change its Product prices or institute new charges or fees for the Products at any time. The only notification required to You by CECOR is to update the prices or fees on the Site.
- 3.06 If You pay by credit/debit card, You expressly authorize that You have permission to use the credit/debit card from its owner and You agree to have CECOR charge the credit/debit card account number the amount plus any other outstanding charges from Customer. If Customer credit/debit card is declined, Customer will be responsible for all applicable interest charges, fees and penalties, including any additional charges as set forth above.
- 3.07 You must contact CECOR by email and at the phone number provided on the Site within 30 days of the invoice or transaction date of any charge You believe CECOR has made in error. Refunds, credits or adjustments may not be given for any charges which are unpaid more than 30 days from date of invoice.
- 3.08 If You have an open account with CECOR, and CECOR agrees to allow You to charge Your purchase through the Site using a purchase order number, Customer accepts CECOR’s standard terms as stated here and agrees to pay within 30 days of shipping unless stated otherwise in writing to Customer by CECOR. All purchases on open accounts will require a valid purchase order. The terms of this Agreement will supersede any conflict between Your or Customer’s purchase order (or any other business forms You provide) and the Agreement.
- 3.09 CECOR reserves, until full payment has been received, a purchase money security interest in the products sold. If the Buyer defaults on any of its obligations to CECOR, CECOR will have the right to take all actions necessary to repossess the products sold hereunder without liability to Buyer and without posting a bond. Buyer may satisfy the security interest of CECOR by paying for the products purchased hereunder in full. Buyer agrees to execute any UCC Financing Statement or such other document appropriate or necessary to perfect the security interest, or in the alternative, CECOR may file the Contract as evidence of a financing statement and/or chattel mortgage.
- 3.10 If Buyer fails to fulfill any condition of its payment obligations, CECOR may suspend performance and delivery. Any charges incurred by CECOR in accordance with such suspension, including storage charges (including storage at the CECOR’s facility), shall be payable by Buyer upon submission of CECOR’s invoices. Performance of CECOR’s obligations shall be extended for a period equaling the period of Buyer’s non-fulfillment of any portion of the payment terms, whether or not CECOR suspends performance and such additional time as may be reasonably necessary in the circumstances. If Buyer does not correct such failure in the manner and time satisfactory to CECOR, then CECOR may, at its option, terminate the Contract in respect to the portion of the products not delivered and work not yet performed. In the event of termination, Buyer shall pay CECOR’s reasonable and proper termination charges, in addition to suspension charges, and CECOR shall be entitled to keep all payments received. Any order for products from Buyer shall constitute a representation that Buyer is solvent. In addition, upon CECOR’s request, Buyer will furnish a written representation concerning its solvency at any time prior to shipment.
- 3.11 If Buyer’s financial condition at any time does not justify CECOR’s performance hereunder on the agreed terms of payment, CECOR may require full or partial payment in advance or shall be entitled to terminate the Contract. If Buyer becomes bankrupt or insolvent, or if any proceeding is brought against Buyer, voluntarily or involuntarily, under the bankruptcy laws or any insolvency laws, CECOR shall be entitled to terminate the Contract. Buyer shall pay CECOR its reasonable and proper termination charges in the event of such termination, in addition to suspension charges, and CECOR shall be entitled to keep all payments received. CECOR’s rights under this Section 3 are in addition to all rights available to it at law or in equity.
Section 4.0 – Shipping and Receiving
- 4.01 CECOR reserves the right, at CECOR’s sole discretion, to control all shipping logistics. This includes but is not limited to shipping date, shipping method, shipping carrier and the price of the shipping. The Site may give an estimated price to You and the final price will be determined on the day the shipment leaves the CECOR dock. Unless otherwise stated to Customer in writing, by CECOR, all Product(s) are shipped FOB CECOR’s dock/shipping point.
- 4.02 Customer agrees to inspect all CECOR Product(s) at time of receiving, note any damages in writing on the carriers shipping/receiving documents, take pictures of damaged areas noted on the receiving documents for all Products being received with the carrier receiving documents. IN ADDITION TO AND WITHOUT LIMITING ANY OTHER DISCLAIMERS IN THIS AGREEMENT, ALL PRODUCTS ARE CONSIDERED AS-IS FOR ALL PURPOSES AFTER THE PRODUCTS ARE DELIVERED TO THE CUSTOMER.
- 4.03 Customer is responsible for any damage or loss not noted on carriers shipping/receiving documents at receiving time.
- 4.04 Risk of loss or damage pass to Buyer when the Product(s) leave the CECOR Dock, and Buyer is responsible for making claims, if necessary, pertaining to damage or loss with the carrier chosen by CECOR. Title will pass to Buyer upon CECOR’s receipt of all payments for the products.
- 4.05 If any part of the products cannot be shipped to Buyer when ready due to any cause not attributable to CECOR, upon notice to Buyer, CECOR may place such products to storage. If such products are placed in storage (including storage at the CECOR’s facility), the following conditions shall apply: (a) CECOR’s delivery obligations shall be deemed fulfilled and all risk of loss or damage shall thereupon pass to Buyer if it had not already passed; (b) any amounts otherwise payable to CECOR upon delivery or shipment shall be payable upon presentation of CECOR’s invoices and certification as to the fact that the products are in storage; (c) all expenses incurred by CECOR, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, removal charges and any taxes shall be payable by Buyer upon submission of CECOR’s invoices; and (d) when conditions permit and upon payment of all amounts due hereunder, CECOR shall assist and cooperate with Buyer in any reasonable manner with respect to the removal of any product which has been placed in storage.
Section 5.0 – Excusable Delays
- 5.01 CECOR shall not have any liability or be considered to be in breach or default of its obligations under the Contract to the extent that performance of such obligations is delayed or prevented, directly or indirectly, due to: (a) causes beyond its reasonable control; or (b) acts of God, acts (or failures to act) of governmental authorities, fires, severe weather conditions, earthquakes, strikes or other labor disturbances, floods, war (declared or undeclared), epidemics, civil unrest, riot, terrorist acts, delays in transportation, or car shortages; or (c) acts (or omissions) of Buyer, including failure to promptly comply with the terms of payment; or (d) shipment to storage under Section 4; or (e) inability on account of causes beyond the reasonable control of CECOR to obtain necessary labor, materials, components or services through CECOR’s usual and regular sources at usual and regular prices. CECOR shall notify Buyer in the event of any such delay. The date of delivery or of performance shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of such excusable delay. SCECOR shall notify Buyer, as soon as practicable, of the revised delivery date. If CECOR is delayed by acts or omissions of Buyer, or by the prerequisite work of Buyer’s other contractors or suppliers, CECOR shall also be entitled to an equitable price adjustment.
- 5.02 If delay excused by this Section extends for more than thirty (30) days and the parties have not agreed to a plan for continued performance at the end of the delay, including adjustment of the price, then either party (except where delay is caused by Buyer, in which case only CECOR), upon thirty (30) days written notice, may terminate the order with respect to the unexecuted part of the performance, whereupon Buyer shall promptly pay CECOR’s termination charges determined in accordance with CECOR’s standard accounting practices upon submission of CECOR’s invoices.
Section 6.0 – Links to Third-Party Websites
The Site may contain links to Third-Party Websites. Such links are provided for Your reference only. CECOR does not monitor or control Third-Party Websites and is not responsible for their content. CECOR inclusion of links to other websites does not imply any endorsement of the material on the Site or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does CECOR’s inclusion of the links imply that CECOR is authorized to use any trade name, trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the linked website.
Section 8.0 – Content Disclaimer
Section 9.0 – Return Policy
If Customer determines the Product needs to be returned and We agree returning a Product is in the best interest of both CECOR and the Customer then We will issue a return material authorization number (RMA) to Customer. The Customer will need to package up the Product(s) being returned in a similar manner as they were received, clearly state the RMA number on the outside of the packaging and ship the package at Customer’s expense to CECOR. When We receive the return Product(s) We will accept it from the shipping company and have 5 business days to determine if the Product is in salable as new condition. If We determine it is salable as new, then CECOR will charge a maximum 25% restocking fee. This fee will be immediately payable to CECOR by Customer. If Customer does not pay the fee within 10 days the Product will be considered owned by the Customer and the full balance of the Product invoice will be owed to CECOR by Customer. If Customer prepaid CECOR then the Customer will receive a check or ACH payment for the amount of the Product invoice less any applicable return or restocking fee. If We determine the Product is not salable as new, We will give the Customer 5 days to determine if the Customer wants the product shipped back to the original shipping address or to have CECOR keep the Product(s) and discard at CECOR’s sole discretion. The Customer will be responsible for any additional costs associated with shipping or any other costs We determine are related to the RMA.
Section 10.0 – No Warranties; Exclusion of Liability; Indemnification
THE SITE IS OPERATED BY CECOR AND MADE AVAILABLE TO CUSTOMER ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, CECOR AND ITS AFFILILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT FOR THE SITE AND ANY PRODUCTS YOU PURCHASE THROUGH IT OR FROM CECOR OR ITS AFFILIATES.
CECOR AND ITS AFFILIATES AS WELL AS ANY THIRD-PARTY PARTNERS SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE, FOR PRODUCTS OR SERVICES SOLD THROUGH THE SITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH OUR WEBSITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH OUR WEBSITE. YOUR USE OF THE SITE AND ANY PRODUCTS OR SERVICES ARE AT YOUR OWN RISK. CECOR AND ITS AFFILIATES AS WELL AS ANY THIRD-PARTY PARTNERS MAKE NO WARRANTY THAT (I) THE SERVICE OR THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE OR THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE OR THE SITE WILL MEET CUSTOMER’S EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM CECOR, ITS AFFILIATES, OR ANY THIRD-PARTY PARTNERS, OR THROUGH OR FROM THE SERVICE OR THE SITE, SHALL CREATE ANY WARRANTY.
IN NO EVENT SHALL EITHER CECOR, ITS THIRD-PARTY PARTNERS, ITS AFFILIATES, OR ITS OR THEIR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, SITE CONTENT, PRODUCTS OR SERVICES PURCHASED OR USED THROUGH THE SITE, THE DELAY OR INABILITY TO USE THE SITE OR OTHERWISE ARISING IN CONNECTION WITH THE SITE, PRODUCTS OR RELATED SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT SHALL CECOR’S, ITS AGENTS, ITS THIRD-PARTY PROVIDERS’ OR ITS AFFILIATES’ LIABILITY FOR ANY DAMAGE CLAIM EXCEED THE AMOUNT PAID BY YOU TO CECOR FOR THE TRANSACTION GIVING RISE TO SUCH DAMAGE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
WITHOUT LIMITING THE FOREGOING, CECOR DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE WEBITE IS ACCURATE, COMPLETE, RELIABLE, USEFUL, TIMELY OR CURRENT OR THAT THE SITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR. CECOR MAKES NO REPRESENTATION THAT CONTENT PROVIDED ON THE SITE, PRODUCTS, OR RELATED SERVICES ARE APPLICABLE OR APPROPRIATE FOR USE IN ALL JURISDICTIONS. THE DISCLAIMERS IN THIS SECTION APPLY TO CECOR’S AFFILIATES AND THIRD-PARTY PARTNERS.
11.0 – Indemnification
12.0 – Electronic Agreement
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.