Terms and Conditions

1. Acknowledgement

These terms and conditions, in accordance with the most recent version, apply to all our vendor databases. Our products are exclusively available to our vendors, and any individual or entity purchasing our products is considered a vendor under these terms.

2. Resale Prohibited

Axle Spindle products are only to be installed by its vendors for repair purposes and are not for resale.

3. Title and Risk of Loss

Title and all risk of loss of the product shall pass to the vendor upon delivery.

4. Shipping Cost

The price does not include the cost of shipping and handling or any taxes applicable to the delivery of the product.

5. Indemnity

Vendors shall indemnify and hold harmless Axle Spindle, any parent, subsidiary, and its directors or officers from all claims, losses, liabilities, judgments, awards, fines, penalties, or other payments of any kind or nature, and for all costs and expenses, including reasonable court fees on a full indemnity basis, that arise directly or indirectly from any connection to the product or service provided, or work performed by the vendor. The vendor should be responsible for all loss and damage related to installation. Axle Spindle does not warrant any service performed by the vendor.

6. Limitation of Liability

In no event will Axle Spindle and its officers, directors, or employees be liable for any direct, indirect, incidental, consequential, or punitive damages, including but not limited to damage for any loss or expense directly or indirectly arising from a delay in delivery or installation, which may be in any way related to any defect in or the use of the product, or arising from the purchaser’s inability to use the product, or from any other cause including loss of time, inconvenience, or commercial loss.

7. Intellectual Property

Vendors shall use the proprietary marks, Axle Spindle logos, and other trademarks only in connection with the conduct of business. Axle Spindle shall not allow a third party to:

• Remove any product indemnification or proprietary copyright.
• Publicly disseminate performance information or analysis relating to the product.
• Use the product if the purchaser is a direct competitor of the seller.
• Distribute, sell, sublicense, rent, lease, or use the product for hosting.

8. Waiver

The failure of either party to enforce or insist upon compliance with any of these terms and conditions shall not constitute a waiver of that right.

9. Insurance

Vendors shall maintain insurance that covers and protects both the vendor and Axle Spindle. Vendors are required to provide a certificate of insurance naming Axle Spindle as an additional insured. The insurance liability limit should be not less than $1,000,000.00 for each injury and $2,000,000.00 for all injuries in a single accident, and not less than $500,000.00 for property damage in each occurrence.

10. Termination

Vendors shall comply with all techniques and procedures regarding the installation of products. Vendors shall follow all business protocols and shall not reverse engineer or attempt to derive the composition or underlying information of the products or send products to third parties without written approval from Axle Spindle. If a vendor repeatedly fails to comply, Axle Spindle can terminate the vendor relationship.

11. Limited Warranty

Seller warrants for one year from the date of delivery that the product will be free from defects. Axle Spindle will replace a defective product at its own expense if such a defect is not the result of the vendor’s negligence or misuse. This warranty does not cover accidents, fire, theft, negligence, abuse, acts of God, or any other conditions or events occurring external to the product. The warranty does not apply to any product used improperly or which has been repaired or modified by a vendor not approved by Axle Spindle.

12. Unavailability or Delay

Axle Spindle shall not be liable for unavailability or delays in shipment due to causes beyond its reasonable control, including temporary product shortages, backlog, production difficulties, transportation issues, fires, strikes, acts of God, or work stoppages.

13. Confidentiality of Information

Vendors shall not reveal any confidential information, including trade secrets, to any person or entity, and must take all precautions to safeguard the information.

14. Severability

In case any of the provisions of these terms and conditions are held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provisions herein, and these terms and conditions shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.