1. DEFINITIONS
“Company” Partios UK Ltd, a company incorporated in England and Wales (Company No. 14641531), trading as Partios Wholesale.
“Site” the website at wholesale.partios.com and any related subdomains, portals, wholesale ordering systems or applications operated by the Company.
“User” any person who accesses or uses the Site, whether or not a registered account holder or Customer.
“Account” a registered wholesale access credential issued by the Company to an approved business.
“Content” all text, data, catalogue listings, part information, images, pricing, quotes, software, code and other material made available on or through the Site.
“Wholesale Terms” the Company’s Wholesale Terms and Conditions in force from time to time, which govern the supply of Goods.
2. ACCEPTANCE AND CHANGES
2.1 By accessing or using the Site, the User agrees to be bound by these Website Terms of Use. Users who do not accept them must not use the Site.
2.2 The Company may amend these Website Terms of Use at any time by posting a revised version. Continued use of the Site after posting constitutes acceptance of the revised version.
2.3 These Website Terms of Use were last updated on the Effective Date stated above.
3. NATURE OF THE SITE AND NO OFFER
3.1 The Site is a business-to-business wholesale platform intended for use by trade customers only. It is not intended for, or directed at, consumers.
3.2 Catalogue listings, part data, availability indicators and prices displayed on the Site are provided for information only, are indicative, and do not constitute an offer capable of acceptance.
3.3 No binding contract for the supply of Goods is formed through the Site except in accordance with the order-formation provisions of the Wholesale Terms.
3.4 The Company does not warrant that catalogue data, fitment information, part descriptions, availability or pricing on the Site are accurate, complete or current, and reserves the right to correct errors at any time.
4. ELIGIBILITY AND ACCOUNTS
4.1 Registration for a wholesale Account is limited to approved business Users that satisfy the eligibility and due-diligence requirements set out in the Wholesale Terms.
4.2 The User must provide accurate, current and complete information on registration and keep it up to date.
4.3 The User is responsible for maintaining the confidentiality of Account credentials and for all activity occurring under the Account, whether or not authorised by the User.
4.4 The User must notify the Company immediately at [email protected] on becoming aware of any unauthorised use of, or security breach affecting, the Account.
4.5 The Company may suspend, restrict or terminate an Account, or refuse registration, at its discretion, including for compliance, fraud, credit-risk or security reasons, or for breach of these Website Terms of Use.
4.6 Account credentials are personal to the approved business and must not be shared, sold, transferred or sub-licensed without the Company’s written consent.
5. ACCEPTABLE USE
The User must not, and must not permit any third party to:
- use the Site for any unlawful, fraudulent or harmful purpose, or in breach of any applicable law or regulation;
- access, scrape, harvest, index, mine, extract or systematically copy Content (including catalogue data, part numbers, fitment data or pricing) by any automated means, including bots, crawlers, spiders or data-extraction tools, except with the Company’s prior written consent;
- use Content, quotes or pricing for competitive benchmarking, price aggregation, resale of data, or building or populating a competing catalogue or database;
- introduce viruses, trojans, worms, logic bombs or other malicious or technologically harmful material;
- attempt to gain unauthorised access to the Site, the server on which it is stored, or any connected server, computer or database;
- attack the Site via a denial-of-service or distributed denial-of-service attack, or otherwise interfere with the proper working of the Site;
- circumvent, disable or interfere with security-related features, rate limits, or access controls of the Site;
- reverse engineer, decompile or disassemble any software forming part of the Site, except to the extent such restriction is prohibited by law;
- impersonate any person or entity, or misrepresent an affiliation with any person or entity; or
- use the Site in any way that could damage, disable, overburden or impair it, or the Company’s reputation.
The Company reserves the right to report any breach of this Clause 5 to the relevant authorities and to cooperate with them by disclosing the User’s identity, and to withdraw the User’s right to use the Site.
6. INTELLECTUAL PROPERTY
6.1 All intellectual property rights in the Site and its Content are owned by or licensed to the Company. The Site and its Content are protected by copyright, database rights, trade mark and other laws.
6.2 The “Partios” name, logo and associated brand assets are trade marks of the Company. Nothing in these Website Terms of Use grants any licence to use them.
6.3 The User is granted a limited, revocable, non-exclusive, non-transferable licence to access and use the Site for the purpose of evaluating and placing legitimate wholesale Orders in the ordinary course of its business. No other rights are granted.
6.4 The User must not reproduce, distribute, publish, licence, commercially exploit or create derivative works from any Content except as expressly permitted in writing by the Company.
6.5 The Company asserts database rights (under the Copyright and Rights in Databases Regulations 1997) in its catalogue and part data. Systematic extraction or re-utilisation of the whole or a substantial part of that data is prohibited.
7. THIRD-PARTY DATA AND LINKS
7.1 The Site may incorporate part, catalogue or fitment data provided by or derived from third parties. Such data is provided “as is”, may be subject to third-party rights, and must not be extracted, redistributed or sub-licensed by the User.
7.2 The Site may contain links to third-party websites and resources. Such links are provided for information only. The Company has no control over, and accepts no responsibility for, the content of third-party sites or resources.
8. AVAILABILITY AND CHANGES TO THE SITE
8.1 The Site is provided on an “as available” basis. The Company does not guarantee that the Site, or any Content, will always be available or uninterrupted.
8.2 The Company may suspend, withdraw, discontinue or change all or any part of the Site without notice, including for maintenance, security or operational reasons.
8.3 The Company does not guarantee that the Site will be secure or free from bugs, errors or viruses. The User is responsible for configuring its own information technology and platform to access the Site and should use its own virus-protection software.
9. LIABILITY FOR USE OF THE SITE
9.1 Nothing in these Website Terms of Use excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
9.2 Subject to Clause 9.1, and because the Site is provided for business use, the Company excludes all implied conditions, warranties, representations or other terms that may apply to the Site or any Content on it, to the fullest extent permitted by law.
9.3 Subject to Clause 9.1, the Company shall not be liable to any business User for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with use of, or inability to use, the Site, or use of or reliance on any Content, including: loss of profits, sales, business or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss.
9.4 The Company’s liability arising out of use of the Site is separate from, and does not increase, the liability caps set out in the Wholesale Terms in respect of the supply of Goods. The provisions of this Clause 9 do not affect the User’s rights and the Company’s obligations under the Wholesale Terms in relation to Goods actually ordered.
10. SUSPENSION AND TERMINATION OF ACCESS
10.1 The Company may, at its discretion and without liability, suspend or terminate a User’s access to the Site (in whole or in part) where the User breaches these Website Terms of Use, or where the Company reasonably suspects such breach, fraud, or a compliance or security risk.
10.2 Suspension or termination of Site access does not of itself affect any Order already formed under the Wholesale Terms, which continues to be governed by those terms.
11. PRIVACY AND COOKIES
11.1 The Company processes personal data in accordance with its Privacy Policy, which is available on the Site and forms part of the User’s use of it.
11.2 The Site uses cookies and similar technologies as described in the Privacy Policy. By using the Site and, where required, providing consent through the cookie banner, the User agrees to such use.
12. GENERAL
12.1 If any provision of these Website Terms of Use is found to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in force.
12.2 A failure or delay by the Company in enforcing any provision is not a waiver of its rights.
12.3 The Company may transfer its rights and obligations under these Website Terms of Use to another organisation. The User may not transfer its rights or obligations without the Company’s written consent.
12.4 These Website Terms of Use do not create any partnership, agency or joint venture between the parties, and confer no rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
12.5 Where these Website Terms of Use conflict with the Wholesale Terms in relation to the supply of Goods, the Wholesale Terms prevail. Where they conflict in relation to use of the Site itself, these Website Terms of Use prevail.
13. GOVERNING LAW AND JURISDICTION
These Website Terms of Use, their subject matter and formation are governed by English law. Disputes arising out of or in connection with them are subject to the non-exclusive jurisdiction of the courts of England and Wales.
14. CONTACT
Partios UK Ltd
3 Stadium Court, Plantation Road, Bromborough, Wirral, United Kingdom CH62 3QG
General: [email protected]
Compliance and security: [email protected]