Parts.Store Marketplace

1. Important Notice

These terms and conditions (these "Terms and Conditions") apply to the purchase and sale of products made available through the Parts.Store Marketplace, and all related domains located thereunder (the "Marketplace"). Parts.Store Marketplace allows third-party vendors list their products for sale on the Site (collectively, the "Sellers"), or with respect to Parts.Store's social media pages on various third party social media platforms or through other Parts.Store channels (each, an "Other Channel," together with the Parts.Store Marketplace, collectively, the "Site". These Terms and Conditions are subject to change by EFE, Inc., a Florida corporation doing business as Parts.Store (referred to as the "Company", "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms and Conditions will be in effect as of the "Last Updated Date" as set forth above. You should review these Terms and Conditions before purchasing any products that are available through this Site. Your continued use of the Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

These Terms and Conditions are an integral part of the Terms of Use that apply generally to the access to and use of our Site. You should also carefully review our Privacy Policy, including the Privacy Notice for California Residents, before placing an order for products through the Site.

2. Order Acceptance and Cancellation

You agree that your order is an offer to buy, under these Terms and Conditions, all products and services listed in your order. All orders must be accepted by us, or we will not be obligated to sell the products to you. We may choose not to accept any orders in our sole discretion prior to shipment, and if we do not accept your order, we will provide notice and refund any payment already made.

3. Prices and Payment Terms

(a) All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include: (i) shipping and handling fees ("Shipping Fees"); (ii) applicable tax for product orders in any jurisdiction for which Company determines it is required to charge, collect and/or remit value added tax (VAT), sales tax, use tax or other similar taxes (collectively, "Applicable Taxes"); and (iii) any other applicable taxes, duties or levies required to be charged by us pursuant to the laws of any jurisdiction in connection with the sale or shipment of a Product, including, but not limited to, customs duties (collectively, "Miscellaneous Charges"). All such fees, taxes, and charges will be added to your merchandise total and will be itemized in your shopping cart and your order confirmation email. While we and our third party vendors strive to display accurate price information, on occasion, inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability may occur. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences, with no liability to you beyond refunding any amounts already paid for the affected order.

(b) We may offer, from time to time, promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms and Conditions. If there is a conflict between the terms for a promotion and these Terms and Conditions, the promotion terms will govern.

(c) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept major credit cards and payment methods as displayed on the Site at the time of purchase for all purchases. You represent and warrant that: (i) the credit card information you supply to us is true, correct, and complete; (ii) you are duly authorized to use such credit card for the purchase; (iii) charges incurred by you will be honored by your credit card company; and (iv) you will pay charges incurred by you at the posted prices, including Shipping Fees, Applicable Taxes, Miscellaneous Charges, and all fees, taxes, and charges, if any.

4. Shipments; Delivery; Title and Risk of Loss

(a) Please check the individual product page for specific delivery options. For each product or service purchased through the Site, the Company will charge you Shipping Fees based upon the specific delivery option. Parts.Store is an online marketplace used by various independent third-party vendors, and therefore, the Company shall not be responsible for processing, fulfilling, or otherwise liable for any orders of products through the Site that the Company does not directly list for sale on the Site. Each applicable third party vendor shall be solely responsible for the processing, fulfillment, quality, and delivery of any orders that such vendor lists on the Site, and Company shall have no liability whatsoever for any claims arising from or relating to such vendor's products or services.

(b) Title and risk of loss for such items pass to you upon the transfer of the products or services to the carrier, regardless of shipping terms or method of shipment. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays or damage during shipments.

5. Returns and Refunds

Information regarding returns and refunds can be found on our Return and Refunds Policy.

6. Manufacturer's Warranty and Disclaimers

We do not manufacture, control, test, certify or independently verify any of the products or services offered on our Site. The availability of products through our Site does not indicate an affiliation with or endorsement of any product or manufacturer. Accordingly, we do not provide any warranties with respect to the products offered on our Site.

7. Limitation of Liability

The limitation of liability set forth above shall only apply to the extent permitted by law.

8. Sales and Distribution of Goods; Goods Not for Resale or Export

The Site is intended for sales and distribution within the United States only. We do not ship to international destinations, and all orders must have a valid United States address. You agree to comply with all applicable laws and regulations of the various states and of the United States including all Export Regulations, as defined below. You represent and warrant that you are buying products from the Site for your own personal or household use, or for domestic commercial use only, and not for resale or export, and that you will comply with all applicable export control laws and regulations if you intend to export any products. Products purchased from the Site may be controlled for export purposes by export regulations, including but not limited to, the Export Administration Act of 1979 (50 U.S.C. 2401-2410), the Export Administration Regulations promulgated thereunder (15 C.F.R. 768-799), the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, "Export Regulations").

9. Privacy

We respect your privacy and are committed to protecting it. Our Privacy Policy, governs the processing of all personal data collected from you in connection with your access to, use of, and purchase of products through the Site.

10. Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms and Conditions, for any failure or delay in our performance under these Terms and Conditions when and to the extent such failure or delay is caused by or results from acts, circumstances, or events beyond our reasonable control, whether foreseeable or unforeseeable, including, without limitation, acts of God, flood, fire, earthquake, explosion, hurricane, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockdowns, quarantines, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

11. Governing Law

All matters arising out of or relating to these Terms and Conditions, are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.

12. Dispute Resolution and Binding Arbitration

(a) With respect to any disputes under these Terms and Conditions, you should reach out to us directly to try to resolve a complaint or claim before initiating the formal dispute process. You can reach the Company at [email protected]. Except for intellectual property and small claims court claims, you and the Company agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation with each other, and good faith negotiations for a period not to exceed thirty (30) days shall be a condition to either party initiating a lawsuit or arbitration.

(b) ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO THE SITE, THESE TERMS AND CONDITIONS, OUR TERMS OF USE, OUR PRIVACY POLICY, OR ANY OTHER POLICIES OR AGREEMENTS SPECIFIED HEREIN OR THEREIN, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. NOTWITHSTANDING THE FOREGOING, THE PARTIES HEREBY AGREE AND ACKNOWLEDGE THAT ANY ACTION BY OR AGAINST THE COMPANY OR ANY OF ITS AFFILIATES OR SUBSIDIARIES FOR: (I) TRADE SECRET MISAPPROPRIATION; (II) PATENT INFRINGEMENT; (III) COPYRIGHT INFRINGEMENT OR MISUSE; OR (IV) TRADEMARK INFRINGEMENT OR DILUTION, SHALL NOT BE SUBJECT TO ARBITRATION UNDER THIS SECTION.

(c) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879). The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitration shall be governed by Florida law and shall occur at a venue exclusively in Palm Beach County, Florida to be agreed upon in writing by the parties hereto. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIM.

To the fullest extent permitted by law, the arbitrator shall not have the power to award indirect, punitive, special, exemplary, treble, or consequential damages against any party. Arbitration costs and fees shall be determined in accordance with the Arbitration Rules and applicable law. Each party shall be responsible for paying its own attorneys' fees, costs, and expenses, regardless of which party prevails, but a party may recover any or all of its attorneys' fees, costs, and expenses from another party if the arbitrator, applying applicable law, so determines.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. Subject to the limitations on damages set forth herein, the arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

(d) You agree to an arbitration on an individual basis. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU IRREVOCABLY WAIVE YOUR RIGHT TO PRESENT A DISPUTE IN COURT, RIGHT TO A JURY TRIAL, AND ANY RIGHT IT MAY HAVE TO JOIN CLAIMS OR DISPUTES WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver, and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction in Palm Beach County, Florida.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

Notwithstanding anything to the contrary herein, you agree that with respect to any claim or controversy excluded from arbitration pursuant to the terms of this Section or determined by an arbitrator or court of competent jurisdiction to be excluded from this section ("Excluded Claim"), you hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in Palm Beach County, Florida, for the adjudication of any Excluded Claim, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that you are not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed or operate to preclude a party from bringing suit or taking other legal action against the other party in any other jurisdiction to enforce a judgment or other court ruling in favor of such party. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THESE TERMS AND CONDITIONS, OUR TERMS OF USE, OUR PRIVACY POLICY INCLUDING THE PRIVACY NOTICE FOR CALIFORNIA RESIDENTS OR THE SITE OR ANY TRANSACTION CONTEMPLATED HEREBY.

13. Assignment

You will not assign any of your rights or delegate any of your obligations under these Terms and Conditions without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms and Conditions. We may freely assign or transfer any of our rights or delegate any of our obligations under these Terms and Conditions without your consent to any affiliate or in connection with any merger, consolidation, restructuring, sale of assets, or similar transaction.

14. No Waivers

The failure by us to enforce any right or provision of these Terms and Conditions will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Company, and any such waiver shall apply only to the specific instance identified in such writing.

15. No Third-Party Beneficiaries

These Terms and Conditions do not and are not intended to confer any rights or remedies upon any person or entity other than you and the Company, and no third party shall be a beneficiary of, or have any right to enforce, these Terms and Conditions.

16. Notices

(a) To You. We may provide any notice to you under these Terms and Conditions by: (i) sending a message to the email address you provide; (ii) by posting to the Site; or (iii) through other electronic means of communication that you have authorized. You hereby consent to receive communications from us electronically. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(b) To Us. To give us notice under these Terms and Conditions, you must contact us as follows: (i) by email to [email protected]; or (ii) by personal delivery, overnight courier, or registered or certified mail to EFE, Inc. at 138 Professional Way, Wellington, Florida 33414. We may update the email address or physical address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

17. Severability

If any provision of these Terms and Conditions is invalid, illegal, void, or unenforceable, then (a) that provision shall be interpreted in a manner that most closely matches the intent of the original provision while being enforceable, and if such interpretation is not possible, (b) that provision will be deemed severed from these Terms and Conditions and will not affect the validity or enforceability of the remaining provisions. The parties agree to replace such void or unenforceable provision with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.

18. Entire Agreement

Our order confirmation, these Terms and Conditions, our Terms of Use, and our Privacy Policy including the Privacy Notice for California Residents will be deemed the final and integrated agreement between you and us on the matters contained in these Terms and Conditions. In the event of any conflict between these Terms and Conditions, the Terms of Use or our Privacy Policy including the Privacy Notice for California Residents, these Terms and Conditions shall take precedence, followed by the Terms of Use, and then the Privacy Policy, except where applicable law requires otherwise.