Website Terms and Conditions

EXHIBIT A WEBSITE TERMS AND CONDITIONS

PLEASE READ THESE WEBSITE TERMS AND CONDITIONS CAREFULLY. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS IN THE USE OF THIS WEBSITE, INCLUDING LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU.

1. General
The terms and conditions contained herein apply to the purchase and sale of products through http://www.rightparts.com (herein called the "website").

The website and its contents are the property of Aftermarket Parts, Inc. and/or its subsidiaries, affiliates or assigns (referred to herein as "us" or "we"). The website address is http://www.rightparts.com. The mailing address for Aftermarket Parts, Inc. is 150 Market Street, New Bern, NC 28560 USA.

2. Acceptance of Website Terms and Conditions
The website may only be used by authorized users as defined herein. If you are a distributor in good standing under an agreement with us (herein called "Distributor"), you may qualify to become an authorized user of the website. Notwithstanding any other provisions contained herein, any use or attempted use of the website by a party which is not an authorized user shall be null and void. The consequences of and responsibility for any such unauthorized use shall be the responsibility of the account holder to which the utilized login and password have been assigned.

By placing an order for products using the website, you agree to be bound by and accept the terms and conditions which are in effect at the time of your use of the website (herein called "Website Terms and Conditions"). If you do not agree to the Website Terms and Conditions, you should not obtain products from the website. The Website Terms and Conditions are subject to change by us without prior notice at any time, in our sole discretion. The Website Terms and Conditions which are in effect will be posted on the website, and you should review the Website Terms and Conditions prior to purchasing any product or service available through the website or contact us directly with any questions. By accepting these Website Terms and Conditions, you also agree to be bound by and to accept our Privacy Policy, and either the Standard Terms and Conditions – USA and Canada or the Standard Terms and Conditions – International (herein, collectively called the "Standard Terms and Conditions"), which are also posted on the website and which you should also carefully review before placing an order for goods or services.

By your use of the website, you agree to indemnify and hold us harmless from and against any and all claims, charges, demands, damages, losses, expenses, and liabilities of whatever nature and howsoever arising (including but not limited to any legal or other professional fees and the costs of defending or prosecuting any claim and any loss of profit, goodwill, and any other direct or consequential loss) incurred or suffered by us directly or indirectly by reason of any act or omission which you commit in breach of these Website Terms and Conditions.

3. Payment Terms
You are responsible for payment for all of your orders placed on or through the website in accordance with these Website Terms and Conditions and the policies contained in our Standard Terms and Conditions which is in effect at the time the order is placed

4. Changes in Products and Pricing
We are constantly updating and revising our offerings of products, and we may discontinue products at any time without notice. To the extent that we provide information on availability of products, you should not rely on such information, and we will not be liable for any lack of availability of products or services that you may order through our website.

We reserve the right, in our sole discretion, with or without notice, to modify, amend or correct these Website Terms and Conditions at any time (including after an order has been submitted) without notice. The latest version of our Website Terms and Conditions is always posted at the website.

5. Advertising Disclaimer
We are not responsible for the accuracy of any descriptions furnished nor are we responsible for typographical, pricing, product information, advertising or shipping errors. Manufacturers' names and part numbers used on the website are for reference purposes only. We do not suggest or imply that any item ordered is that of the original manufacturer.

6. Protection of Intellectual Property Rights
All trademarks and registered trademarks relating to products available through the website are the sole property of their respective owners. The name, "rightparts.com" as well as page headers, custom graphics, buttons, images and other content on the website are subject to trademark, service mark, trade dress, copyright and or other proprietary or intellectual property rights or licenses held by Aftermarket Parts, Inc. or in respect of which Aftermarket Parts, Inc. is protected or entitled to by operation of any law. Except as expressly authorized, the use or misuse of any trademarks, trade names, logos, images, graphics or content from the website is strictly prohibited.

The website and its contents are protected, without limitation, pursuant to United States copyright and trademark laws. All content, graphics, code and software used on or incorporated into the website, and the arrangement or integration of all such content, graphics, code and software, are subject to any copyrights held by or licensed to us and/or rightparts.com. Permission is granted to electronically copy and print hard copies of pages from the website solely for purposes related to the placement of an order on the website. Any other use of the website content or information contained in the website is strictly prohibited, unless written permission from us is first obtained.

7. Disclaimer and Limitation Liability
THIS WEBSITE, ANY INFORMATION AND DATA INCLUDED THEREIN AND AVAILABLE ON THE WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE PRODUCTS AVAILABLE ON THE WEBSITE WILL MEET YOUR REQUIREMENTS; THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; OR THE QUALITY OF ANY PRODUCTS WILL MEET YOUR EXPECTATIONS. WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS THAT ARE NOT AVAILABLE FOR USE OR FOR LOST OR CORUPTED DATA OR SOFTWARE. IN NO EVENT SHALL WE OR OUR CORPORATE AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS OF EACH (COLLECTIVELY, OUR "AFFILIATES") HAVE ANY OBLIGATIONS OR LIABILITIES TO YOU OR ANY OTHER PERSON FOR LOSS OF PROFITS, FOR LOSS OF BUSINESS OR USE, OR FOR DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF WE OR OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OR IN CONNECTION WITH THE USE OF THE WEBSITE, THE SALE, DELIVERY, USE, REPAIR OR PERFORMANCE OF THE PRODUCTS AVAILABLE THROUGH THE WEBSITE. NONE OF OUR EMPLOYEES OR REPRESENTATIVES IS AUTHORIZED TO MODIFY THIS LIMITATION.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOUR PURCHASE OF PRODUCTS AND SERVICES.

8. Warranty
Our product warranty is set out in our Standard Terms and Conditions which is in effect at the time the order is placed.

9. Account Access
Provided that you are a Distributor, as provided herein, we will give you access to your account with us upon the execution of the written "Web User Application" and the "Website Access Agreement" by your authorized representative (an owner, partner, limited liability company member or manager, corporate officer, senior level manager, or agent) and returned to us. We will then provide you with your user login(s) and temporary password(s). You may select a permanent password after you obtain access to your account. It is your responsibility to change and protect your password(s) as necessary. You will have the ability to change your password(s) at any time. We encourage you to change passwords periodically, and particularly when an employee who has had access to your password(s) leaves your employ. Any party with knowledge of your login and password may be able to effect purchases on the website for which you will be liable.

Website access allows you to view availability and pricing of our products, along with receiving quotes and placing orders. You can also check on sales orders, shipping status, and view back orders. Access to the account inquiry function of the website, which allows you to check on and print invoices, check your statements and review current account status, is optional.

10. Shipping Policy
All orders are subject to our current shipping terms and conditions which are found in our Standard Terms and Conditions. Shipping locations include your shipping address(es) and any drop ship location(s) listed on your account. New shipping addresses can be entered on the website. Drop ship addresses that have been added to your account from past and/or future orders can be viewed in the checkout section of the website. Shipping charges and availability are subject to change without notice. Prices are in US dollars and do not include shipping, taxes, custom charges or duties. Applicable shipping charges will be added to your order at time of invoicing. Current shipping policy can be reviewed at any time on our Standard Terms and Conditions.

11. Privacy and Customer Information
We are committed to protecting your privacy. To make your shopping experience more convenient, we gather information about you. We maintain the privacy of your information using security technologies and adhere to policies that prevent unauthorized use of your personal information. A comprehensive statement of our Privacy Policy is posted elsewhere on this website.

12. Service and Support
All requests for technical service and support with respect to the products and services available through our website should be made directly to us. Should you have any questions or concerns, you may contact us by e-mail at sales@rightparts.com, or by phone or fax at the numbers provided herein, or by mail at 150 Market Street, New Bern, North Carolina 28560, United States of America. We will do our best to help you; however, we cannot guarantee that every problem will be resolved to your satisfaction.

13. Force Majeure
In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and service available through the website arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation.

14. Entire Agreement and Other Documents
The Website Terms and Conditions, along with the Website User Application, the Website Access Agreement, any Distributorship Application and Agreement, any Application and Agreement – International Accounts or Application and Agreement – USA and Canada Accounts as the case may be, and any other written agreement entered into between you and us, collectively constitute the entire agreement and understanding between us concerning the subject matter hereof. To the extent that any term or provision in any of said agreements is in conflict or inconsistent with the Website Terms and Conditions, the Website Terms and Conditions posted on the website at the time of your use of the website shall take precedence.

15. Governing Law and Venue
The website is controlled by us from our offices within the State of North Carolina, United States of America. By accessing the website you agree that the statutes and laws of the State of North Carolina, without regard to the conflicts of laws principles thereof, will apply to all matters relating to the use of the website and the purchase of products available through the website. You agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Craven County and the United States District Court for the Eastern District of North Carolina with respect to such matters.



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