Terms & Conditions - bgs-us.com

Website Terms and Conditions of Use

BGS-US.COM

September 2, 2024

PLEASE READ THIS DOCUMENT CAREFULLY. THESE TERMS AND CONDITIONS OF USE SET FORTH THE TERMS AND CONDITIONS GOVERNING YOUR ACCESS TO AND USE OF THE BGS-US.COM WEBSITE (THE “WEBSITE”) AND ALL SERVICES ACCESSIBLE THROUGH THE WEBSITE (THE “SERVICES”) INCLUDING WITHOUT LIMITATION THE REQUEST FOR QUOTATION FORMS (THE “RFQ FORMS”). ACCESS AND USE OF THE WEBSITE AND SERVICES IS ABSOLUTELY CONDITIONED UPON YOUR ACCEPTANCE AND ASSENT TO THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU CANNOT AGREE TO ALL OF THE TERMS OF THESE TERMS AND CONDITIONS OF USE YOU MUST NOT PROCEED WITH USE OF THE WEBSITE AND/OR SERVICES. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON COMPANY OR LEGAL ENTITY TO THESE TERMS.

The operator of this Website is BGS US LLC (“BGS-US”). BGS-US reserves the right to change these Terms and Conditions from time to time. Our Privacy Policy forms part of these Terms and Conditions of Use. Any changes to the Terms and Conditions will be in writing and posted on the Website. The date of the latest changes will be indicated at the top of the document. You are advised to check the Terms and Conditions periodically for updates. Continued use of this Website following the posting of changes will mean that you agree to be bound by these changes.

IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS YOU ARE NOT GRANTED PERMISSION BY BGS-US TO ACCESS OR OTHERWISE USE THIS WEBSITE.

1. License Grant; Use of Website. Subject to and conditioned strictly upon the Website user’s and such user’s employer’s (collectively “you” or the “User”) acceptance of these Terms and Conditions of Use without exception BGS-US hereby grants to User a non-exclusive non-transferable fully revocable right and license to access and use the Website and Services including without limitation the Site Content (as defined below) available through the Website. You may cache pages of the Website for the sole purpose of increasing the speed and efficiency at which you access the Website in the future. However no other copy or use of any portion of the Website is authorized or otherwise permissible except as specifically permitted hereunder and such unauthorized copy or use shall constitute an act of copyright infringement and breach of these Terms and Conditions of Service. “Site Content” means any and all human readable audio and/or visual elements of the Site including without limitation any text graphics images illustrations photographs animation prose video/audio or audiovisual works designs or logos information and other content made available through the Website. BGS-US retains all right title and interest to the Website the Services and Site Content and the principals techniques and methods underlying the Website Services and Site Content. Except as expressly set forth herein User acquires no licenses or other rights to any intellectual property of BGS-US.

2. Intellectual Property and Restrictions. Except as expressly set forth below with respect to User Submissions (as defined below) the Website Services and Site Content including all underlying intellectual property including without limitation methods techniques designs images or textual content are owned by BGS-US and/or its licensors. BGS-US or its licensor(s) holds and shall hold sole and exclusive ownership of all right title and interest in any patent trademark or copyright secured for the Website Services and/or Site Content subject to the rights of limited access and use expressly granted to the User in these Terms and Conditions of Use. Any rights that are not expressly granted to User by these Terms and Conditions of Use are reserved exclusively to BGS-US and shall not otherwise be implied as being granted to User. The Website Services and Site Content are protected by copyright and other intellectual property laws and User agrees to use the Website Services and Site Content in compliance with the restrictions of those laws and these Terms and Conditions of Use. All materials furnished to User by BGS-US shall remain the property of BGS-US. User may not reverse engineer the Website or Services or disassemble decompile or otherwise attempt to derive the source code for the Website or Services. Except as expressly set forth in these Terms and Conditions of Use Users may not under any circumstances copy access or otherwise use Site Content whether to create a derivative work of all or any part of the Site Content Services or otherwise. Additionally by way of example and not limitation unless expressly authorized under these Terms and Conditions of Use Users may not sublicense alter adapt transmit publicly perform or display distribute customize modify add to delete from create derivative works based upon any portion of the Services or Site Content copy screen capture page scrape counterfeit or paste Site Content for any purpose whatsoever including without limitation training sets for artificial intelligence and/or inclusion in any data set or databases not owned or operated by or exclusively for the benefit of BGS-US and/or its affiliates. You acknowledge and agree that copying downloading page scraping and/or modifying Site Content or using Site Content for any purpose whether by manual automated or other means other than as expressly authorized in these Terms and Conditions of Use is a violation of these Terms and Conditions of Use BGS-US’s our licensors’ and suppliers’ and possibly other third parties’ copyright and proprietary rights. You agree to use the Site Content only for purposes which are lawful in applicable national and local jurisdictions and all subdivisions thereof.

3. Code of Conduct. You agree that you shall not use the Website and Services including without limitation submitting RFQs that are or in a manner that is:

(a) infringing on intellectual property rights in materials including without limitation designs textual content or images that are copyrighted protected by trade secret or otherwise subject to proprietary rights including privacy and publicity rights unless you are the owner of such rights or have express written permission from their rightful owner to use such materials and to grant BGS-US all of the license rights in such materials granted herein;

(b) a breach of any law or contractual or fiduciary relationships (such as disclosing inside information proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or a violation of any person’s publicity name or likeness rights;

(d) deep linking or inline linking of images or content on the Website.

4. User Submissions. You are solely responsible for any and all information text content notes ideas suggestions concepts or other material that you elect to submit on or through the Service or the Website (“User Submissions”). You may not submit User Submissions on the Website or Service that you do not have right or authorization to post disclose to BGS-US or use for all of the purposes contemplated herein.

You acknowledge that BGS-US shall at all times have the right in its sole discretion to reject delete or ignore any User Submissions submitted via the Website or Service for any or no reason. Additionally you agree that none of your User Submissions will contain information or content that: (A) constitutes or contains confidential or proprietary information; (B) contains false or misleading information; or (C) is purportedly sent from a person other than yourself (e.g. impersonation of another person or user).

BGS-US makes no representation or warranties that User Submissions will be kept secret confidential or safe. Absent a separate pre-existing written confidentiality or non-disclosure agreement executed by authorized representatives of the parties that protects the subject matter of a particular User Submission as confidential or proprietary BGS-US shall not have any obligation responsibility or liability for the confidentiality secrecy or security of any User Submissions to the Website or Service. Unless the parties mutually and expressly agree to an alternate arrangement in an executed written agreement You also acknowledge and agree that any questions requests comments suggestions ideas feedback or other information about BGS-US services or products in User Submissions shall not be treated as you or your employer’s confidential or proprietary information hereunder and shall become the sole property of BGS-US. BGS-US shall own exclusive rights including all intellectual property rights in and to such unsolicited User Submissions and shall be entitled to the unrestricted use and dissemination of User Submissions for any purpose commercial or otherwise without acknowledgment attribution or compensation to you your employer or any third party including without limitation the right to develop derivative works or new products or services and to register applicable intellectual property rights in information included in User Submissions or derivative works improvement products and services that based on ideas concepts or other intellectual property that is the same or similar to such User Submissions in BGS-US’s own name or in the name of a BGS-US affiliate. You acknowledge and agree that BGS-US shall not be obligated to acknowledge or respond to any User Submissions.

You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Submission you submit on the Website or otherwise provide to BGS-US. BGS-US shall under no circumstance be responsible or liable for lost deleted or modified User Submissions.

5. Website Content and Third-Party Websites. The information on this Website is periodically checked and updated by BGS-US. However despite our efforts information may become outdated or may otherwise be inaccurate. BGS-US and its affiliates are not responsible or liable for information available on the Website that is not up-to-date accurate correct and/or complete. This Website may also provide links to or refer users to third-party websites and/or content hosted on third-party websites. BGS-US and its affiliates are not responsible for the functionality or contents of third-party websites which are reached by such hyperlinks from this Website.

You are advised to check for yourself the information you obtain from this Website before you rely or make use of this information irrespective of what you use it for. Any information on this Website that is taken as advice does not release you from the obligation of verifying information for yourself – in particular any technical information – and of checking our products and services with regard to their suitability for your intended procedures and purposes.

The information on this Website does not constitute any warranty of characteristics standards or suitability for any particular purpose; the contents provided here are for the purpose of general information alone. Please contact us directly if you require specific advice or information on our products or services.

6. No Sales. No User Submission and nothing about this Website the Services or the operation thereof shall be construed as obligating either party to enter into any transaction agreement or business relationship of any type whatsoever with the other party. If BSG-US’s products or services are of interest to you and your employer you may but are not obligated to enter into negotiations with BGS-US for the purchase of such products or services. However each party agrees that the other party shall have no obligations whatsoever including without limitation reimbursement compensation or any other type of payment obligation except pursuant to a separate and definitive written agreement duly executed and delivered by authorized representatives of both parties. Any products or services that may be purchased or ordered by you and your employer will be subject to BSG-US’s separate and specific terms and conditions of sale which shall take precedence over these general terms. Any offers or offerings are subject to change by BSG-US without notice and are non-binding.

7. Disclaimer of Warranties:

AS SET FORTH ABOVE THE WEBSITE AND SERVICES ARE EACH PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED.

YOU UNDERSTAND AND AGREE THAT YOU ACCESS AND/OR USE THE WEBSITE AND/OR SERVICES (INCLUDING WITHOUT LIMITATION THE SUBMISSION OF REQUESTS FOR QUOTATIONS) AT YOUR OWN DISCRETION AND RISK AND USER IS SOLELY RESPONSIBLE FOR ITS OWN USE OF THE WEBSITE AND SERVICES. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES SUSTAINED BY THIRD PARTIES OR TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR ACCESS OR USE OF THE WEBSITE OR SERVICES. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

THESE DISCLAIMERS OF WARRANTIES CONSTITUTE AN ESSENTIAL PART OF THESE TERMS AND CONDITIONS OF USE. NO USE OF THE WEBSITE OR SERVICES INCLUDING WITHOUT LIMITATION THE SUBMISSION OF REQUESTS FOR QUOTATION IS AUTHORIZED HEREUNDER EXCEPT SUBJECT TO THESE DISCLAIMERS.

8. Limitation of Liability: Under no circumstances shall BGS-US or any party related to BGS-US be liable to any user of the Website or Services or Cards or user’s employer on account of such user’s or other person or entity’s use or misuse of the Website or Services. BGS-US including its directors officers and employees shall not under any circumstance be liable to you or your employer for direct indirect incidental consequential special exemplary and punitive damages including without limitation damages arising out of or in connection with any errors or omissions by such BGS-US parties. The Website and Services and any malfunctions from or related to the use or misuse of or reliance upon the Website or Services from inability to use the Website or Services or the interruption suspension or termination of the Website or Services delays loss of data loss of profit interruption of service or loss of business or anticipatory profits real or tangible property damage personal injury or death (including such damages incurred by third parties). Such limitation shall apply whether such claim is based on warranty contract tort (including negligence) or otherwise (even if BGS-US has been advised of the possibility of such damages) and notwithstanding a failure of essential purpose of any limited remedy and to the fullest extent permitted by law. IN NO EVENT WILL BGS-US’S CUMULATIVE LIABILITY TO USER FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE OR SERVICES SITE CONTENT OR USER SUBMISSIONS EXCEED THE SUM OF $100.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

9. No Right To Continued Service. BSG-US reserves the right to discontinue amend or supplement the Website or Services or portion thereof at any time and without prior notice. At any time without notice BGS-US may add delete or disable content and/or add delete disable or modify some or all of the Website or Services at its sole election and you acknowledge: (1) that you may no longer be able to access or use the Website or Services (including without limitation content) to the same extent – or at all – as prior to such change or discontinuation and (2) that BGS-US shall have no liability to you in such case. In no event will BGS-US be liable for the removal of or disabling of access to any content materials or functionality of the Website. BGS-US may also impose limits on the use of or access to certain features or portions of the content or the Website in any case and without notice or liability.

10. No Third Party Beneficiaries. Neither User’s use of the Website or Services nor these Terms and Conditions of Use will create any right or cause of action for any third party nor will BGS-US be responsible for any third party claims against User.

11. Miscellaneous. These Terms and Conditions of Use along with our Privacy Policy constitute the complete and exclusive agreement between BGS-US and User with respect to the Website and Services and supersedes all prior oral or written communications or agreements between the parties relating to thereto (except as otherwise expressly noted herein). No amendment to or modification of these Terms and Conditions of Use shall be binding upon either party unless such amendment or modification is reduced to writing dated and executed by the parties to these Terms and Conditions of Use and it is identified by the parties to be an amendment to these Terms and Conditions of Use. These Terms and Conditions of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its laws governing conflicts of laws. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to these Terms and Conditions of Use or the parties. The parties agree that the exclusive venue for all actions relating in any manner to these Terms and Conditions of Use shall only be in a federal or state court of competent jurisdiction located in Allegheny County Pennsylvania. Each party consents and submits to the personal jurisdiction of such courts and irrevocably waives any and all defenses inconsistent with this Section. The parties acknowledge that any misuse or threatened misuse of the Website or Services or a party’s intellectual property will cause immediate irreparable harm to the non-breaching party for which there is no adequate remedy at law. Accordingly the parties agree that the non-breaching party shall be entitled to immediate and permanent injunctive relief from any court of competent jurisdiction in the event of any such breach or threatened breach. The parties hereby waive the defense that the non-breaching party has or will have an adequate remedy at law for any such breach or threatened breach. Nothing contained herein shall limit either party’s right to any remedies at law including the recovery of damages from the other party for breach of these Terms and Conditions of Use. User may not assign or otherwise transfer its rights or obligations in full or in part under these Terms and Conditions of Use without BSG-US’s express written consent. Upon any such assignment these Terms and Conditions of Use shall be binding upon and inure to the benefit of the heirs successors and assigns of User. No failure or delay of any party to exercise any right or remedy hereunder shall operate as a waiver thereof nor shall any exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by any related document or by law. No waiver of any breach of any provision of these Terms and Conditions of Use shall be effective unless made in writing identified in such writing by the parties as a waiver pursuant to this paragraph and signed by the party alleged to have waived.