Terms and Conditions of Sale


PLEASE READ THESE TERMS AND CONDITIONS OF SALE VERY CAREFULLY.


THE TERMS AND CONDITIONS OF SALE ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.


BY ACCEPTING DELIVERY OF THE PRODUCTS DESCRIBED IN MOTORCYCLE SUPERSTORE'S INVOICE OR OTHER MOTORCYCLE SUPERSTORE DOCUMENTATION, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF SALE UNLESS CUSTOMER AND MOTORCYCLE SUPERSTORE HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.


IMPORTANT INFORMATION ABOUT THESE TERMS AND CONDITIONS OF SALE


These Terms and Conditions of Sale constitute a binding contract between Customer and Motorcycle Superstore. Customer accepts these Terms and Conditions of Sale by making a purchase, placing an order or otherwise shopping on Motorcycle Superstore's www.motorcycle-superstore.com website (the "Site"). These Terms and Conditions of Sale are subject to change without prior notice, except that the Terms and Conditions of Sale posted on the Site at the time Customer initially places or modifies an order will govern the order in question and Customer’s use of the Site.


These Terms and Conditions of Sale constitute the entire agreement between Customer and Motorcycle Superstore relating to the Terms and Conditions of Sale of products on the Site. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet.


Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the Terms and Conditions of Sale contained herein and in Motorcycle Superstore's invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions of Sale or any purchase order or invoice related thereto. For the purpose of these Terms and Conditions of Sale, "Customer" means the person or entity that purchases, places an order or otherwise shops at Motorcycle Superstore's Site.


CHOICE OF LAW AND FORUM


These Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of the State of Oregon, excluding its conflicts of law rules. Customer expressly agrees that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms and Conditions of Sale or Customer's use of the Site shall be filed only in the state or federal courts located in the State of Oregon, and Customer further agrees and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.


SHIPMENTS; RISK OF LOSS


When Customer places an order, the order will be shipped to an address designated by Customer as long as that shipping address is compliant with the shipping restrictions contained on this Site. All purchases from the Site are made pursuant to a shipment contract. As a result, risk of loss and title for items purchased from the Site pass to Customer upon delivery of the items to the carrier. Customer is responsible for filing any claims with carriers for damaged and/or lost shipments. Motorcycle Superstore retains a security interest in the products until payment in full is received. Customer will be responsible for all shipping and related charges.


EXPORT SALES


If this transaction involves an export under the Export Administration Regulations, the products sold or distributed under these Terms and Conditions of Sale exported from the United States by Motorcycle Superstore were exported in accordance with the Export Administration Regulations. Diversion, use, export or re-export contrary to United States law is prohibited. In addition, manufacturers' warranties for exported products may vary or may be null and void for products exported outside the United States.


WARRANTIES


Customer understands that Motorcycle Superstore is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not Motorcycle Superstore. All products are sold AS IS. In purchasing the products, Customer is relying on the manufacturer's specifications only and is not relying on any statements, specifications in brochures, photographs or other illustrations representing the products that may be provided by Motorcycle Superstore. MOTORCYCLE SUPERSTORE AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES RELATED TO PRODUCTS SOLD BY THIRD PARTIES OR AFFILIATES OF MOTORCYCLE SUPERSTORE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY.


LIMITATION OF LIABILITY


IN NO EVENT WILL MOTORCYCLE SUPERSTORE OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM PRODUCTS PURCHASED OR USED BY CUSTOMER. THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MOTORCYCLE SUPERSTORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER MOTORCYCLE SUPERSTORE NOR ITS AFFILIATES WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS, NEITHER MOTORCYCLE SUPERSTORE NOR ITS AFFILIATES ARE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM.


EXCLUSIONS


BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, MOTORCYCLE SUPERSTORE'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IF YOU ARE A VISITOR TO THE SITE FROM NEW JERSEY, CERTAIN WARRANTIES AND/OR LIMITATIONS OF LIABILITY, INCLUDING THE LIMITATION OF LIABILITY BASED ON MOTORCYCLE SUPERSTORE’S NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL CONDUCT MAY NOT APPLY TO YOU OR MAY BE UNENFORCEABLE UNDER NEW JERSEY LAW. SUCH PROVISIONS ARE ENFORCEABLE ONLY TO THE FULL EXTENT PERMITTED BY NEW JERSEY LAW.


Motorcycle Superstore will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.


SAFETY


Motorcycles can be dangerous. Motorcycle Superstore has no control over the usage of any part or product. Customer agrees to read and comply with all safety instructions in the documentation for each product, and to exercise good judgment as to the proper selection, installation, use and maintenance of any product or part.


INDEMNIFICATION


Customer agrees to defend, indemnify, and hold harmless Motorcycle Superstore and its affiliates, or their respective officers, directors, employees, shareholders, agents, successors, or assigns from all liabilities, claims, and expenses, including attorney's fees, based on any third party claim that arises from Customer's (a) breach of these Terms and Conditions of Sale; (b) use of any products purchased on Motorcycle Superstore's Site. Motorcycle Superstore reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will cooperate with Motorcycle Superstore in asserting any available defenses.


PRICING INFORMATION; AVAILABILITY DISCLAIMER


All pricing is subject to change. Motorcycle Superstore reserves the right to make adjustments to pricing and product offerings for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, Motorcycle Superstore cannot guarantee that it will be able to fulfill Customer's orders.


ACCOUNTS AND PASSWORDS


Customer is responsible for maintaining the confidentiality of Customer's account information and password and for restricting access to such information and Customer computer. Customer agrees to accept responsibility for all activities that occur under Customer's account or password.


ORDERS; PAYMENT TERMS; INTEREST; TAXES


Orders are not binding upon Motorcycle Superstore until accepted by Motorcycle Superstore. Motorcycle Superstore reserves the right to refuse service to anyone. Terms of payment are within Motorcycle Superstore's sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. Motorcycle Superstore may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month or at the highest rate allowed by law. Customer is responsible for, and will indemnify and hold Motorcycle Superstore harmless from, any applicable sales, use or other taxes or federal, state or local fees or assessments associated with the order. Customer must claim any exemption from such taxes, fees or assessments at the time of purchase and provide the necessary supporting documentation. Any sales, use or other applicable tax or fees or assessments is based on the location to which the order is shipped. In the event of a payment default, Customer will be responsible for all of Motorcycle Superstore's costs of collection, including court costs, filing fees and attorney's fees.


SEVERABILITY


If any provision of these Terms and Conditions of Sale is held invalid, null, void, inapplicable, or unenforceable, that provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.


RETURN PRIVILEGES


Customer agrees to thoroughly and carefully inspect all goods and shipping papers upon delivery. No claim for shortage or damaged goods will be valid or enforceable against us unless Customer complies with Motorcycle Superstore's policy on returns and exchanges.


DISPUTE RESOLUTION


In the event of any dispute, claim, question or disagreement arising from or relating to this Agreement, or the relationship that results from this agreement (a “Dispute”), the parties hereto shall use their best efforts to settle the Dispute. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Customer shall give written notice to Motorcycle Superstore (at customerservice@motorcycle-superstore.com) of any complaint or dispute.
If the parties do not reach such solution within a period of thirty (30) days, then the Dispute shall be resolved by binding arbitration in Oregon, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this section. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made in writing within sixty (60) days following the end of the 30-day negotiation window stated above in this paragraph, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such Dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator shall arbitrate the Dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing, shall be final, judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by sections 10 and 11 of the Federal Arbitration Act, the terms of which sections the parties agree shall apply. The expenses of arbitration, including reasonable attorneys’ fees and the fees and expenses of the arbitrator, shall be shared equally by the parties.


CLASS ACTION WAIVER


Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under this Agreement or any disputes between the parties. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.


LIMITATION OF TIME TO FILE CLAIMS


Any action, claim or dispute you have against Motorcycle Superstore must be filed within twelve (12) months from the date the claim arose. To the extent permitted by law, any claim or dispute under this agreement must be filed within twelve (12) months in an arbitration proceeding. The twelve-month period begins when the claim or notice of dispute first could be filed. If a claim or dispute is not filed within twelve (12) months, it is permanently barred.