These terms and conditions (the "Terms and Conditions") govern the use of www.northwestpipe.com (the "Site"). This Site is owned and operated by Northwest Pipe Fittings, Inc.
By using this Site, you indicate that you have read and understand these Terms and Conditions and agree to abide by them at all times.
All content published and made available on our Site is the property of Northwest Pipe Fittings, Inc. and the Site's creators. This includes, but is not limited to images, text, logos, documents, downloadable files and anything that contributes to the composition of our Site.
WARRANTY; DISCLAIMERS. Certain Products offered for sale on the Online Services may be covered by a manufacturer's warranty. Please see the manufacturer's product documentation for warranty availability and details. Northwest Pipe, as a retailer, does not offer a warranty on Products.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (i) NORTHWEST PIPE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ONLINE SERVICES AND THE PRODUCTS AND SERVICES OFFERED OR SOLD ON THE ONLINE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY; (ii) THE ONLINE SERVICES ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE"; and (iii) NORTHWEST PIPE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR AVAILABILITY OF THE ONLINE SERVICES. THE ONLINE SERVICES MAY BE OUT OF DATE AND NORTHWEST PIPE DOES NOT MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE THE ONLINE SERVICES. PRODUCTS AND SERVICES OFFERED ON THE ONLINE SERVICES ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, IF ANY. NORTHWEST PIPE DOES NOT WARRANT THAT THE ONLINE SERVICES WILL BE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NORTHWEST PIPE HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, PRODUCT ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION. WE MAKE NO WARRANTIES TO THOSE DEFINED AS "CONSUMERS" IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENTS ACT. NORTHWEST PIPE DOES NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
THE FOREGOING EXCLUSIONS DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (i) NORTHWEST PIPE ASSUMES NO RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, MOBILE DEVICES, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR DOWNLOADING, INSTALLATION, OR USE OF, ACCESS TO, OR BROWSING THE ONLINE SERVICES OR YOUR DOWNLOADING, INSTALLATION, OR USE OF ANY SOFTWARE, CONTENT, OR MATERIALS FROM THE ONLINE SERVICES; (ii) IN NO EVENT WILL NORTHWEST PIPE OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS, AND ASSIGNS BE LIABLE TO YOU OR ANY PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF THE USE OF THE ONLINE SERVICES, PRODUCTS AND SERVICES OFFERED ON THE ONLINE SERVICES, OR ANY WEBSITE, APPLICATION, OR ONLINE OR DIGITAL SITE OR SERVICE LINKED TO OR FROM THE ONLINE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN THE EVENT OF ANY PROBLEM WITH THE ONLINE SERVICES, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE ONLINE SERVICES. IN THE EVENT OF ANY PROBLEM WITH THE PRODUCTS THAT YOU HAVE PURCHASED ON THE ONLINE SERVICES, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE MANUFACTURER OF SUCH PRODUCTS, IN ACCORDANCE WITH SUCH MANUFACTURER'S WARRANTY, OR TO SEEK A RETURN AND REFUND FOR SUCH PRODUCTS IN ACCORDANCE WITH OUR RETURN POLICY. NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO PRODUCTS THAT ARE SERVICES, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE PROVIDER OR MERCHANT OF RECORD OF SUCH SERVICES.
THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
This section is deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act, and you and Northwest Pipe each agree that this section is intended to satisfy the "writing" requirement of the Federal Arbitration Act.
YOU AND NORTHWEST PIPE AGREE THAT ANY CLAIM OR DISPUTE AT LAW OR EQUITY THAT HAS ARISEN OR MAY ARISE BETWEEN US IN CONNECTION WITH THE ONLINE SERVICES OR ANY PRODUCT OFFERED OR SOLD ON THE ONLINE SERVICES WILL BE RESOLVED IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS SECTION. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW CLAIMS YOU AND NORTHWEST PIPE HAVE AGAINST EACH OTHER ARE RESOLVED. You and Northwest Pipe agree that any and all disputes or claims that have arisen or may arise between you and Northwest Pipe in connection with the Online Services, including any Products offered or sold on the Online Services and your use of the Online Services, shall be resolved exclusively through confidential, final, and binding arbitration; provided that either party may file suit in court seeking to enjoin infringement, misappropriation, or misuse of its intellectual property rights. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.
PRE-ARBITRATION DISPUTE RESOLUTION: You agree that whenever you have a disagreement with Northwest Pipe arising out of, connected to, or in any way related to the Online Services, you will first send a written notice to Northwest Pipe (a "Demand"). You agree that the requirements of this Dispute Resolution section will apply even to disagreements that may have arisen before you accepted these Terms. You must send the Demand to the aproppiate address (the "Notice Address"). The Demand must seek to resolve only your individual Dispute, must be personally signed by you (and not your counsel), and must include any documentation sufficient to support your claim. Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference which both parties will personally attend (with counsel, if represented). You agree that you will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, 20 business days after the individualized conference. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of an arbitration if these requirements have not been met.
ARBITRATION PROCEDURE: If the disagreement stated in the Demand is not resolved to your satisfaction within ten (10) business days after the conference described above (or within ten (10) business days after the time when such a conference may be requested if no conference has been requested), and you intend on taking legal action, you agree that you will file a demand for arbitration with the American Arbitration Association ("AAA"). The arbitration will be conducted under its rules and procedures, including the AAA's Consumer Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules and a form for initiating arbitration proceedings are available on the AAA's website. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, either you or Northwest Pipe may elect to have the arbitration conducted by telephone and/or video conference or based solely on written submissions, which election shall be binding on the other party subject to the arbitrator's discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone and/or video conference, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Illinois, including recognized principles of equity, and will honor all claims of privilege recognized by law.
CLASS ACTION WAIVER: You and Northwest agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Northwest Pipe agree otherwise or the Mass Arbitration provisions set forth below are triggered, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect any other person or party. You and Northwest Pipe further agree that in the event this arbitration agreement is held to be unenforceable for any reason, the prohibitions on class and representative actions and non-individualized relief set forth in this paragraph are severable and shall apply to any claim between you and Northwest Pipe in any forum. YOU ARE GIVING UP THE RIGHT TO COMMENCE OR PARTICIPATE IN CLASS AND REPRESENTATIVE ACTIONS. The arbitrator's award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules.
These Terms of Use will be governed by and construed in accordance with the laws of the STATE OF SOUTH DAKOTA, without giving effect to any principles of conflicts of laws. For any disputes not subject to binding arbitration that arise out of or in connection with these Terms of Use, the Online Services and/or any Product offered or sold on the Online Services, You and hereby irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Illinois.
You agree to indemnify and hold harmless Northwest Pipe, its affiliates, and their officers, directors, members, employees, and agents (collectively, the "Northwest Pipe Indemnitees"), from and against any claims, demands, liabilities, losses or expenses, including attorneys' fees, made against or incurred by the Northwest Pipe Indemnitees arising out of or in connection with your breach of the Terms of Use, your violation of law or the rights of Northwest Pipe or any third-party, your User Generated Content, and/or your use of the Online Services.
No delay or failure by Northwest Pipe to enforce any of these Terms of Use shall be a waiver of any of our rights under these Terms of Use. The invalidity or unenforceability of any provision(s) of these Terms of Use shall not affect the validity or enforceability of any other provision. In the event that any provision of these Terms of Use is found to be invalid or unenforceable, these Terms of Use shall be construed in accordance with their terms as if the invalid or unenforceable provision was not contained therein. Headings and captions are for convenience only and do not affect the interpretation of any of the provisions of these Terms of Use. Any reference to the term "including" means "including, without limitation." You may not use or export the Online Services, or any portion thereof, or any Product offered on the Online Services in violation of applicable law, including U.S. laws and regulations related to exports.
These Terms and Conditions may be amended from time to time in order to maintain compliance with the law and to reflect any changes to the way we operate our Site and the way we expect users to behave on our Site. We will notify users by email of changes to these Terms and Conditions or post a notice on our Site.
Please contact us if you have any questions or concerns.