All dealers, customers, and authorized agents of Michelin North America (Canada) Inc. and its affiliates should refer to the MICHELIN NORTH AMERICA (CANADA) INC. DEALERSí AND CUSTOMERSí MICHELINB2B.COM TERMS OF USE attached below.

 

All franchisees, customers, and authorized agents of Michelin Retread Technologies (Canada) Inc. and its affiliates should refer to the MICHELIN RETREAD TECHNOLOGIES (CANADA) INC. FRANCHISEESí MICHELINB2B.COM TERMS OF USE attached below.

 

All licensees, customers, and authorized agents of Oliver Rubber Canada Limited and its affiliates should refer to the OLIVER RUBBER CANADA LIMITED LICENSEESí MICHELINB2B.COM TERMS OF USE attached below.

 

 

MICHELIN NORTH AMERICA (CANADA), INC. DEALERSí AND CUSTOMERSí

MICHELINB2B.COM TERMS OF USE

 

1.       Introduction.Welcome to MichelinB2B.com. Together, without limitation, BibNet, BibPay and any other Michelin operated sites accessed through this website are herein collectively referred to as (the "Site"). Michelin North America, Inc. and its affiliates including without limitation, Michelin North America (Canada) Inc. ("Michelin") provide services to its dealers, customers, franchisees, licensees and authorized agents ("Customer(s)") through the Site. Customerís use of the Site is subject to the following terms and conditions (the "Terms of Use"). Please note that Customerís use of Michelinís Site constitutes Customerís agreement to follow and be bound by the Terms of Use. Further, the terms and conditions of Customerís applicable Michelin Authorized Commercial Customer Agreement and/or other written agreement with Michelin (the "Agreement") is hereby incorporated by reference. If any of the Terms of Use conflict with the terms and conditions in the Agreement, the Agreement controls.

 

2.       General.The Terms of Use establish a binding agreement entered into between Customer and Michelin. When Customer indicates acceptance of these Terms of Use by selecting "AGREE" at the bottom of this document, Customer is agreeing that Customer has read and consented to be bound by these Terms of Use. Customer acknowledges that immediately upon clicking on the "AGREE" button below, Customer will create a valid and enforceable electronically signed written agreement.

 

Customer further acknowledges and agrees that Michelin may unilaterally control, at any time and without notice, Customerís access to some or all Site content.

 

3.       CHANGE IN TERMS.Michelin may, from time to time, update or revise this Site without notice. Such revisions may include making changes to the Terms of Use. These changes will be published on the Site via the link to the Terms of Use and are effective immediately upon posting. Customer agrees that Michelin is not obligated to provide Customer with prior notice of any change to the Terms of Use. Customer acknowledges and agrees that CUSTOMERíS CONTINUED USE OF THIS SITE FOLLOWING ANY CHANGE WILL MEAN THAT CUSTOMER AGREES TO FOLLOW AND BE BOUND BY THE NEW TERMS OF USE.

4.       Intended Audience / Use.†† Michelin provides this website for the lawful use of its Customers who are located in the United States (ďU.S.Ē) or in Canada. Each individual using this site represents that he/she is a U.S. or Canadian citizen who is at least 18 years of age. Michelin makes no representation that the materials and products contained or displayed on this Site are appropriate or available for use in other locations. Those who access the website from other locations do so at their own risk and are responsible for compliance with applicable local laws.

5.       Site Contents.All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, is the property of Michelin and protected by United States and international patent, trademark and copyright laws. Michelin enforces intellectual property rights to the fullest extent of the law.

 

The contents of this Site contain proprietary information and material that are provided solely for Customerís business-related use. No other use is permitted. Customerís use of this Site does not grant any rights or licenses, express or implied, to the materials or any portion thereof, except as provided herein. Customer may not reproduce, publish, transmit, distribute, display or modify these Site materials, in whole or in part, in any way without the prior written permission of Michelin. Michelin's trademarks and trade dress may not be used in connection with any product or service that is not Michelin's, in any manner that is likely to cause confusion among third parties, or in any manner that disparages or discredits Michelin. All other trademarks not owned by Michelin or its subsidiaries or affiliated companies that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Michelin.

 

6.       License and Site Access.Michelin grants Customer a limited license to access and make business use of this Site. Customer may not download or modify this Site, or any portions thereof, without express written consent of Michelin. This license does not include any resale or commercial use of this Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This Site, or any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Michelin. Any unauthorized use terminates Customerís permission or license granted by Michelin.

 

7.       GENERAL TRANSACTIONS.

 

A.     GENERAL.Customer may use this Site to perform various functions in accordance with the Agreement and these Terms of Use including, but not limited to, purchasing goods and tendering payment for goods. Nothing in these Terms of Use shall obligate either party to purchase or sell any quantity of goods, it being understood that only the acceptance by Michelin of transactions issued by Customer in accordance with these Terms of Use and the Agreement shall create any obligation to purchase or sell. No transmission received by Michelin shall constitute any obligation on the part of Michelin.

 

B.     ELECTRONIC TRANSMISSIONS.Customer acknowledges that Customer is solely responsible for all costs associated with performing transactions on this Site, including, but not limited to, fees associated with the access of this Site, and maintenance of a system capable of electronic date transfer. The electronic ID used with each transmission shall be deemed to comply with applicable legal requirements for signature, and in particular, shall be deemed to comply with the requirements of the Uniform Commercial Code.

 

C.     SECURITY.Customer agrees to take all necessary steps to protect the security and confidentiality of all data exchanged via electronic transfer. In addition, Customer shall be solely responsible for the security of all log-on and password IDs for any and all agents of the Customer in all locations and agrees to cancel the IDs of all terminated agents at the time of termination.

 

D.     ACKNOWLEDGMENT.All electronic documents sent by Customer and received by Michelin will be acknowledged and accepted by Michelin only in the manner set forth herein. Electronic Data Interchange (ďEDIĒ) transmissions will be acknowledged by Michelin within twenty-four hours via a "997 functional acknowledgment" through a third party network. Any errors or omissions must be indicated on the 997. Order transmissions will be acknowledged or confirmed at the time of the transmission or via an E-mail response within twenty-four (24) hours. Customer agrees that Customer is solely responsible for verifying the integrity of all data received, sent, or resent by Customer.

 

E.     RECORDKEEPING.Customer agrees to maintain daily logs of all electronic transfer activity and to safely and accurately store the data for no less than sixty (60) days. In addition, Customer agrees to maintain all files and records to substantiate all claims against Michelin for at least three (3) years. Michelin shall have the right to audit Customerís files and records upon delivering reasonable notice to Customerís attention, and unsubstantiated claims may be reversed.

 

F.     VERIFICATION.Customer agrees that Michelin, in its sole discretion, may require Customer to verify any order. In the event Customer fails to verify such an order, Customer shall be responsible for all costs incurred in connection with the return of goods. Nothing in this section shall relieve Customer from verifying any order Customer deems to be in error.

 

G.     WAIVER.Customer acknowledges that in any legal proceeding between Customer and Michelin regarding transactions on this Site, Customer agrees to expressly waive any right to raise any defense or waiver of liability based upon the absence of a memorandum in writing or of a signature.

 

8.       PAYMENTS.

 

A.     GENERAL.If Customer uses this Site to tender payment, Customer is responsible for any fees charged by Customerís financial institutions and card issuers arising directly from the transaction itself or related to the transaction such as, but not limited to, overdraft fees, return fees, periodic interest charges, and late fees.

 

B.     AUTHORIZATION FOR AUTOMATED CLEARINGHOUSE (ACH) DEBITS.Use of Customerís Site password(s), personal identification numbers (ďpin numbersĒ) and/or entry of the Authorization Code authorizes Michelin, and parties authorized by Michelin, to originate single entry ACH debits to Customerís checking or savings account (ďBank Account(s)Ē) and Customerís U.S. or Canadian based financial institution to honor those debits.

 

C.     CARD PAYMENTS.Customerís entry and submission of Credit, Debit or ATM card information to this Site authorizes Michelin, and parties authorized by Michelin, to initiate payments to applicable card associations and networks and Customerís U.S. or Canadian based financial institution or card issuer to honor those payments.

 

D.     ERRORS.If Customer thinks that an invoice is incorrect, Customer may use the Dispute Item function located on the Site.

 

9.       MICHELIN'S COMMUNICATIONS TO CUSTOMER.Customer agrees that Michelin may send electronic mail to Customer for the purposes of, including, but not limited to, advising Customer of modifications to this Site, informing Customer about Michelin products or services, or for any other such purpose(s) as Michelin deems appropriate. However, Customer agrees that Michelin is not obligated to provide Customer with prior notice of any change to the Terms of Use.

 

10.    LINKS TO OTHER WEB SITES AND SERVICES.Since other websites (including those to which we link) have their own practices, we encourage Customer to only ask questions and provide information to those sites whose practices Customer understands and trusts. To the extent that this Site contains links to outside services and resources, the availability and content of which Michelin does not control, any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource.

 

Michelin is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their websites. Michelin does not endorse or assume any responsibility or liability for the actions, product, and content of all these and any other third parties. Customer should carefully review their privacy statements and other conditions of use.

 

11.   DISCLAIMER.THIS SITE IS PROVIDED BY MICHELIN ON AN "AS IS" AND "AS AVAILABLE" BASIS. MICHELIN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SITE. CUSTOMER EXPRESSLY AGREES THAT CUSTOMERíS USE OF THIS SITE IS AT CUSTOMERíS SOLE RISK.

 

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MICHELIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MICHELIN DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM MICHELIN ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MICHELIN WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

 

12.    CUSTOMERíS ACCOUNT.Customer is responsible for maintaining the confidentiality of Customerís account(s) and password information and for restricting access to Customerís computer by non-authorized individuals. Customer further agrees to accept responsibility for all activities that occur under Customerís account or password. Michelin reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion. Customer acknowledges and warrants that each person using this Site is duly authorized to make any payments, purchases, or enter into any obligation on behalf of Customer.

 

Customer agrees to accept responsibility for all activities that occur under its account or password. Customer will be responsible for all bill payments and other transactions authorized through this Site. If Customer permits other persons to access this Site, Customer will be responsible for any transaction that person authorizes. If Customer believes that a password or other means to accessing accounts via this Site has been lost or stolen, Customer must notify Michelin at once.

 

13.    PRODUCT DESCRIPTIONS.Michelin attempts to be as accurate as possible. However, Michelin does not warrant that product descriptions or other content of this Site is accurate, complete, reliable, current, or error-free.

 

14.    LIABILITY..Customer agrees that Michelin shall not be held liable for: if through no fault of Michelin, Customer does not have enough money in Customerís Bank Account to make Customerís payment; transfer of money from Customerís Bank Account is restricted; this website was not working; circumstances beyond Michelinís control prevent payments; Customer fails to use this website properly or fails to properly secure Customerís computer from viruses, spyware, Trojan horses, or other malicious code; Customer does not request payment sufficiently in advance of Customerís payment due date; Customerís financial institution or card issuer refuses to honor Customerís payment; Customerís instructions are lost or delayed in transmission to Michelin; a reasonable security concern, such as unauthorized use, causes Michelin not to make the payment; Customerís account is closed; Michelin has blocked Customerís access to this website; this Site has been terminated or suspended; this Site indicates Customerís request will not be processed. This Site system may not be available at all times.

 

15.    INDEMNIFICATION.Customer agrees to defend, indemnify, and hold harmless Michelin from and against any and all claims, damages, costs, and expenses, including reasonable attorneys' fees, arising out of Customerís use of the Site and any breach of these Terms of Use.

 

16.    MISCELLANEOUS.The Terms of Use shall be governed and construed in accordance with the laws of the State of South Carolina, excluding the provisions of the U.N. Convention on International Sales of Goods.

 

17.    TERMINATION.Customerís use of this Site is optional. Michelin reserves the right to discontinue this Site at any time, for any reason, without prior written notice. Michelin may also temporarily discontinue this Site, at Michelinís sole discretion. Termination does not affect Customerís right and obligations for payments made on this website prior to termination.

 

18.    EFFECTIVE DATE.The effective date of these Terms of Use is January 1, 2009. Any amendments to these Terms of Use shall be effective when posted.

 

MICHELIN RETREAD TECHNOLOGIES (CANADA), INC. FRANCHISEESí

MICHELINB2B.COM TERMS OF USE

 

1.       Introduction.Welcome to MichelinB2B.com. Together, without limitation, BibNet, BibPay and any other Michelin operated sites accessed through this website are herein collectively referred to as (the "Site"). Michelin Retread Technologies, Inc. and its affiliates including, without limitation, Michelin Retread Technologies (Canada) Inc. ("MRTI") provide services to its customers, franchisees and authorized agents (hereinafter collectively "Customers" and individually Customer) through the Site. Customerís use of the Site is subject to the following terms and conditions (the "Terms of Use"). Please note that Customerís use of the Site constitutes Customerís agreement to follow and be bound by the Terms of Use. Further, the terms and conditions of Customerís applicable MRTI Franchise Agreement and/or other written agreement with MRTI (the "Agreement") is hereby incorporated by reference. If any of the Terms of Use conflict with the terms and conditions in the Agreement, the Agreement controls.

 

2.       General.The Terms of Use establish a binding agreement entered into between Customer and MRTI. When Customer indicates acceptance of these Terms of Use by selecting "AGREE" at the bottom of this document, Customer is agreeing that Customer has read and consented to be bound by these Terms of Use. Customer acknowledges that immediately upon clicking on the "AGREE" button below, Customer will create a valid and enforceable electronically signed written agreement.

 

By logging in, Customer entered into to the MichelinB2B.com portal, which is made available by Michelin North America, Inc. or its affiliates to MRTI and its franchisees and customers, so that Customer will have a single point of entry to locations where Customer may conduct business or gather information specific to its MRTI business needs. This link is provided solely as a convenience to MRTI franchisees. Please be advised that once Customer logged in as an MRTI customer, all interactions Customer has through the MichelinB2B.com portal represent transactions solely between Customer and MRTI, and in no way imply that Michelin North America, Inc. or Michelin North America (Canada) Inc. is involved in those transactions. Should Customer have any questions regarding this statement, Customer should inform its authorized MRTI contact.

 

Customer further acknowledges and agrees that MRTI may unilaterally control, at any time and without notice, Customerís access to some or all Site content.

 

3.       CHANGE IN TERMS.MRTI may, from time to time, update or revise this Site without notice. Such revisions may include making changes to the Terms of Use. These changes will be published on the Site via the link to the Terms of Use and are effective immediately upon posting. Customer agrees that MRTI is not obligated to provide Customer with prior notice of any change to the Terms of Use. Customer acknowledges and agrees that CUSTOMERíS CONTINUED USE OF THIS SITE FOLLOWING ANY CHANGE WILL MEAN THAT CUSTOMER AGREES TO FOLLOW AND BE BOUND BY THE NEW TERMS OF USE.

4.       Intended Audience / Use.†† MRTI provides this website for the lawful use of its Customers who are located in the United States (ďU.S.Ē) and Canada. Each individual using this site represents that he/she is a U.S. or Canadian citizen who is at least 18 years of age. MRTI makes no representation that the materials and products contained or displayed on this Site are appropriate or available for use in other locations. Those who access the website from other locations do so at their own risk and are responsible for compliance with applicable local laws.

5.       Site Contents.All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, is the property of MRTI and protected by United States and international patent, trademark and copyright laws. MRTI enforces intellectual property rights to the fullest extent of the law.

 

The contents of this Site contain proprietary information and material that are provided solely for Customerís business-related use. No other use is permitted. Customerís use of this Site does not grant any rights or licenses, express or implied, to the materials or any portion thereof, except as provided herein. Customer may not reproduce, publish, transmit, distribute, display or modify these Site materials, in whole or in part, in any way without the prior written permission of MRTI. MRTI's trademarks and trade dress may not be used in connection with any product or service that is not MRTI's, in any manner that is likely to cause confusion among third parties, or in any manner that disparages or discredits MRTI. All other trademarks not owned by MRTI or its subsidiaries or affiliated companies that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by MRTI.

 

6.       License and Site Access.MRTI grants Customer a limited license to access and make business use of this Site. Customer may not download or modify this Site, or any portions thereof, without express written consent of MRTI. This license does not include any resale or commercial use of this Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This Site, or any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of MRTI. Any unauthorized use terminates Customerís permission or license granted by MRTI.

 

7.       GENERAL TRANSACTIONS.

 

A.     GENERAL.Customer may use this Site to perform various functions in accordance with the Agreement and these Terms of Use including, but not limited to, purchasing goods and tendering payment for goods. Nothing in these Terms of Use shall obligate either party to purchase or sell any quantity of goods, it being understood that only the acceptance by MRTI of transactions issued by Customer in accordance with these Terms of Use and the Agreement shall create any obligation to purchase or sell. No transmission received by MRTI shall constitute any obligation on the part of MRTI.

 

B.     ELECTRONIC TRANSMISSIONS.Customer acknowledges that Customer is solely responsible for all costs associated with performing transactions on this Site, including, but not limited to, fees associated with the access of this Site, and maintenance of a system capable of electronic date transfer. The electronic ID used with each transmission shall be deemed to comply with applicable legal requirements for signature, and in particular, shall be deemed to comply with the requirements of the Uniform Commercial Code.

 

C.     SECURITY.Customer agrees to take all necessary steps to protect the security and confidentiality of all data exchanged via electronic transfer. In addition, Customer shall be solely responsible for the security of all log-on and password IDs for any and all agents of the Customer in all locations and agrees to cancel the IDs of all terminated agents at the time of termination.

 

D.     ACKNOWLEDGMENT.All electronic documents sent by Customer and received by MRTI will be acknowledged and accepted by MRTI only in the manner set forth herein. Electronic Data Interchange (ďEDIĒ) transmissions will be acknowledged by MRTI within twenty-four hours via a "997 functional acknowledgment" through a third party network. Any errors or omissions must be indicated on the 997. Order transmissions will be acknowledged or confirmed at the time of the transmission or via an E-mail response within twenty-four (24) hours. Customer agrees that Customer is solely responsible for verifying the integrity of all data received, sent, or resent by Customer.

 

E.     RECORDKEEPING.Customer agrees to maintain daily logs of all electronic transfer activity and to safely and accurately store the data for no less than sixty (60) days. In addition, Customer agrees to maintain all files and records to substantiate all claims against MRTI for at least three (3) years. MRTI shall have the right to audit Customerís files and records upon delivering reasonable notice to Customerís attention, and unsubstantiated claims may be reversed.

 

F.     VERIFICATION.Customer agrees that MRTI, in its sole discretion, may require Customer to verify any order. In the event Customer fails to verify such an order, Customer shall be responsible for all costs incurred in connection with the return of goods. Nothing in this section shall relieve Customer from verifying any order Customer deems to be in error.

 

G.     WAIVER.Customer acknowledges that in any legal proceeding between Customer and MRTI regarding transactions on this Site, Customer agrees to expressly waive any right to raise any defense or waiver of liability based upon the absence of a memorandum in writing or of a signature.

 

8.       PAYMENTS.

 

A.     GENERAL.If Customer uses this Site to tender payment, Customer is responsible for any fees charged by Customerís financial institutions and card issuers arising directly from the transaction itself or related to the transaction such as, but not limited to, overdraft fees, return fees, periodic interest charges, and late fees.

 

B.     AUTHORIZATION FOR AUTOMATED CLEARINGHOUSE (ACH) DEBITS.Use of Customerís Site password(s), personal identification numbers (ďpin numbersĒ) and/or entry of the Authorization Code authorizes MRTI, and parties authorized by MRTI, to originate single entry ACH debits to Customerís checking or savings account (ďBank Account(s)Ē) and Customerís U.S. or Canadian based financial institution to honor those debits.

 

C.     CARD PAYMENTS.Customerís entry and submission of Credit, Debit or ATM card information to this Site authorizes MRTI, and parties authorized by MRTI, to initiate payments to applicable card associations and networks and Customerís U.S. or Canadian based financial institution or card issuer to honor those payments.

 

D.     ERRORS.If Customer thinks that an invoice is incorrect, Customer may use the Dispute Item function located on the Site.

 

9.       MRTI'S COMMUNICATIONS TO CUSTOMER.Customer agrees that MRTI may send electronic mail to Customer for the purposes of, including, but not limited to, advising Customer of modifications to this Site, informing Customer about MRTI products or services, or for any other such purpose(s) as MRTI deems appropriate. However, Customer agrees that MRTI is not obligated to provide Customer with prior notice of any change to the Terms of Use.

 

10.    LINKS TO OTHER WEB SITES AND SERVICES.Since other websites (including those to which we link) have their own practices, we encourage Customer to only ask questions and provide information to those sites whose practices Customer understands and trusts. To the extent that this Site contains links to outside services and resources, the availability and content of which MRTI does not control, any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource.

 

MRTI is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their websites. MRTI does not endorse or assume any responsibility or liability for the actions, product, and content of all these and any other third parties. Customer should carefully review their privacy statements and other conditions of use.

 

11.   DISCLAIMER.THIS SITE IS PROVIDED BY MRTI ON AN "AS IS" AND "AS AVAILABLE" BASIS. MRTI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SITE. CUSTOMER EXPRESSLY AGREES THAT CUSTOMERíS USE OF THIS SITE IS AT CUSTOMERíS SOLE RISK.

 

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MRTI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MRTI DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM MRTI ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MRTI WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

 

12.    CUSTOMERíS ACCOUNT.Customer is responsible for maintaining the confidentiality of Customerís account(s) and password information and for restricting access to Customerís computer by non-authorized individuals. Customer further agrees to accept responsibility for all activities that occur under Customerís account or password. MRTI reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion. Customer acknowledges and warrants that each person using this Site is duly authorized to make any payments, purchases, or enter into any obligation on behalf of Customer.

 

Customer agrees to accept responsibility for all activities that occur under its account or password. Customer will be responsible for all bill payments and other transactions authorized through this Site. If Customer permits other persons to access this Site, Customer will be responsible for any transaction that person authorizes. If Customer believes that a password or other means to accessing accounts via this Site has been lost or stolen, Customer must notify MRTI at once.

 

13.    PRODUCT DESCRIPTIONS.MRTI attempts to be as accurate as possible. However, MRTI does not warrant that product descriptions or other content of this Site is accurate, complete, reliable, current, or error-free.

 

14.    LIABILITY..Customer agrees that MRTI shall not be held liable for: if through no fault of MRTI, Customer does not have enough money in Customerís Bank Account to make Customerís payment; transfer of money from Customerís Bank Account is restricted; this website was not working; circumstances beyond MRTIís control prevent payments; Customer fails to use this website properly or fails to properly secure Customerís computer from viruses, spyware, Trojan horses, or other malicious code; Customer does not request payment sufficiently in advance of Customerís payment due date; Customerís financial institution or card issuer refuses to honor Customerís payment; Customerís instructions are lost or delayed in transmission to MRTI; a reasonable security concern, such as unauthorized use, causes MRTI not to make the payment; Customerís account is closed; MRTI has blocked Customerís access to this website; this Site has been terminated or suspended; this Site indicates Customerís request will not be processed. This Site system may not be available at all times.

 

15.    INDEMNIFICATION.Customer agrees to defend, indemnify, and hold harmless MRTI from and against any and all claims, damages, costs, and expenses, including reasonable attorneys' fees, arising out of Customerís use of the Site and any breach of these Terms of Use.

 

16.    MISCELLANEOUS.The Terms of Use shall be governed and construed in accordance with the laws of the State of South Carolina, excluding the provisions of the U.N. Convention on International Sales of Goods.

 

17.    TERMINATION.Customerís use of this Site is optional. MRTI reserves the right to discontinue this Site at any time, for any reason, without prior written notice. MRTI may also temporarily discontinue this Site, at MRTIís sole discretion. Termination does not affect Customerís right and obligations for payments made on this website prior to termination.

 

18.    EFFECTIVE DATE.The effective date of these Terms of Use is January 1, 2009. Any amendments to these Terms of Use shall be effective when posted.

 

OLIVER RUBBER CANADA LIMITED LICENSEESí

MICHELINB2B.COM TERMS OF USE

 

1.       Introduction.Welcome to MichelinB2B.com. Together, without limitation, BibNet, BibPay and any other Michelin or Oliver Rubber Company, LLC operated sites accessed through this website are herein collectively referred to as (the "Site"). Oliver Rubber Company, LLC and its affiliates including, without limitation, Oliver Rubber Canada Limited ("Oliver") provide services to its customers, licensees and authorized agents (hereinafter collectively "Customers" and individually ďCustomerĒ) through the Site. Customerís use of the Site is subject to the following terms and conditions (the "Terms of Use"). Please note that Customerís use of this Site constitutes Customerís agreement to follow and be bound by the Terms of Use. Further, the terms and conditions of Customerís applicable Oliver Tuff-Cure System License Agreement and/or other written agreement with Oliver (the "Agreement") is hereby incorporated by reference. If any of the Terms of Use conflict with the terms and conditions in the Agreement, the Agreement controls.

 

2.       General.The Terms of Use establish a binding agreement entered into between Customer and Oliver. When Customer indicates acceptance of these Terms of Use by selecting "AGREE" at the bottom of this document, Customer is agreeing that Customer has read and consented to be bound by these Terms of Use. Customer acknowledges that immediately upon clicking on the "AGREE" button below, Customer will create a valid and enforceable electronically signed written agreement.

 

By logging in, Customer entered into to the MichelinB2B.com portal, which is made available by Michelin North America, Inc. to Oliver and its customers, so that Customer will have a single point of entry to locations where Customer may conduct business or gather information specific to its Oliver business needs. This link is provided solely as a convenience to Oliver licensees. Please be advised that once Customer logged in as an Oliver customer, all interactions Customer has through the MichelinB2B.com portal represent transactions solely between Customer and Oliver, and in no way imply that Michelin North America, Inc. or Michelin North America (Canada) Inc. is involved in those transactions. Should Customer have any questions regarding this statement, Customer should inform its authorized Oliver contact.

 

Customer further acknowledges and agrees that Oliver may unilaterally control, at any time and without notice, Customerís access to some or all Site content.

 

3.       CHANGE IN TERMS.Oliver may, from time to time, update or revise this Site without notice. Such revisions may include making changes to the Terms of Use. These changes will be published on the Site via the link to the Terms of Use and are effective immediately upon posting. Customer agrees that Oliver is not obligated to provide Customer with prior notice of any change to the Terms of Use. Customer acknowledges and agrees that CUSTOMERíS CONTINUED USE OF THIS SITE FOLLOWING ANY CHANGE WILL MEAN THAT CUSTOMER AGREES TO FOLLOW AND BE BOUND BY THE NEW TERMS OF USE.

4.       Intended Audience / Use.†† Oliver provides this website for the lawful use of its Customers who are located in the United States (ďU.S.Ē) and Canada. Each individual using this site represents that he/she is a U.S. or Canadian citizen who is at least 18 years of age. Oliver makes no representation that the materials and products contained or displayed on this Site are appropriate or available for use in other locations. Those who access the website from other locations do so at their own risk and are responsible for compliance with applicable local laws.

5.       Site Contents.All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, is the property of Oliver and protected by United States and international patent, trademark and copyright laws. Oliver enforces intellectual property rights to the fullest extent of the law.

 

The contents of this Site contain proprietary information and material that are provided solely for Customerís business-related use. No other use is permitted. Customerís use of this Site does not grant any rights or licenses, express or implied, to the materials or any portion thereof, except as provided herein. Customer may not reproduce, publish, transmit, distribute, display or modify these Site materials, in whole or in part, in any way without the prior written permission of Oliver. Oliver's trademarks and trade dress may not be used in connection with any product or service that is not Oliver's, in any manner that is likely to cause confusion among third parties, or in any manner that disparages or discredits Oliver. All other trademarks not owned by Oliver or its subsidiaries or affiliated companies that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Oliver.

 

6.       License and Site Access.Oliver grants Customer a limited license to access and make business use of this Site. Customer may not download or modify this Site, or any portions thereof, without express written consent of Oliver. This license does not include any resale or commercial use of this Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This Site, or any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Oliver. Any unauthorized use terminates Customerís permission or license granted by Oliver.

 

7.       GENERAL TRANSACTIONS.

 

A.     GENERAL.Customer may use this Site to perform various functions in accordance with the Agreement and these Terms of Use including, but not limited to, purchasing goods and tendering payment for goods. Nothing in these Terms of Use shall obligate either party to purchase or sell any quantity of goods, it being understood that only the acceptance by Oliver of transactions issued by Customer in accordance with these Terms of Use and the Agreement shall create any obligation to purchase or sell. No transmission received by Oliver shall constitute any obligation on the part of Oliver.

 

B.     ELECTRONIC TRANSMISSIONS.Customer acknowledges that Customer is solely responsible for all costs associated with performing transactions on this Site, including, but not limited to, fees associated with the access of this Site, and maintenance of a system capable of electronic date transfer. The electronic ID used with each transmission shall be deemed to comply with applicable legal requirements for signature, and in particular, shall be deemed to comply with the requirements of the Uniform Commercial Code.

 

C.     SECURITY.Customer agrees to take all necessary steps to protect the security and confidentiality of all data exchanged via electronic transfer. In addition, Customer shall be solely responsible for the security of all log-on and password IDs for any and all agents of the Customer in all locations and agrees to cancel the IDs of all terminated agents at the time of termination.

 

D.     ACKNOWLEDGMENT.All electronic documents sent by Customer and received by Oliver will be acknowledged and accepted by Oliver only in the manner set forth herein. Electronic Data Interchange (ďEDIĒ) transmissions will be acknowledged by Oliver within twenty-four hours via a "997 functional acknowledgment" through a third party network. Any errors or omissions must be indicated on the 997. Order transmissions will be acknowledged or confirmed at the time of the transmission or via an E-mail response within twenty-four (24) hours. Customer agrees that Customer is solely responsible for verifying the integrity of all data received, sent, or resent by Customer.

 

E.     RECORDKEEPING.Customer agrees to maintain daily logs of all electronic transfer activity and to safely and accurately store the data for no less than sixty (60) days. In addition, Customer agrees to maintain all files and records to substantiate all claims against Oliver for at least three (3) years. Oliver shall have the right to audit Customerís files and records upon delivering reasonable notice to Customerís attention, and unsubstantiated claims may be reversed.

 

F.     VERIFICATION.Customer agrees that Oliver, in its sole discretion, may require Customer to verify any order. In the event Customer fails to verify such an order, Customer shall be responsible for all costs incurred in connection with the return of goods. Nothing in this section shall relieve Customer from verifying any order Customer deems to be in error.

 

G.     WAIVER.Customer acknowledges that in any legal proceeding between Customer and Oliver regarding transactions on this Site, Customer agrees to expressly waive any right to raise any defense or waiver of liability based upon the absence of a memorandum in writing or of a signature.

 

8.       PAYMENTS.

 

A.     GENERAL.If Customer uses this Site to tender payment, Customer is responsible for any fees charged by Customerís financial institutions and card issuers arising directly from the transaction itself or related to the transaction such as, but not limited to, overdraft fees, return fees, periodic interest charges, and late fees.

 

B.     AUTHORIZATION FOR AUTOMATED CLEARINGHOUSE (ACH) DEBITS.Use of Customerís Site password(s), personal identification numbers (ďpin numbersĒ) and/or entry of the Authorization Code authorizes Oliver, and parties authorized by Oliver, to originate single entry ACH debits to Customerís checking or savings account (ďBank Account(s)Ē) and Customerís U.S. or Canadian based financial institution to honor those debits.

 

C.     CARD PAYMENTS.Customerís entry and submission of Credit, Debit or ATM card information to this Site authorizes Oliver, and parties authorized by Oliver, to initiate payments to applicable card associations and networks and Customerís U.S. or Canadian based financial institution or card issuer to honor those payments.

 

D.     ERRORS.If Customer thinks that an invoice is incorrect, Customer may use the Dispute Item function located on the Site.

 

9.       OLIVER'S COMMUNICATIONS TO CUSTOMER.Customer agrees that Oliver may send electronic mail to Customer for the purposes of, including, but not limited to, advising Customer of modifications to this Site, informing Customer about Oliver products or services, or for any other such purpose(s) as Oliver deems appropriate. However, Customer agrees that Oliver is not obligated to provide Customer with prior notice of any change to the Terms of Use.

 

10.    LINKS TO OTHER WEB SITES AND SERVICES.Since other websites (including those to which we link) have their own practices, we encourage Customer to only ask questions and provide information to those sites whose practices Customer understands and trusts. To the extent that this Site contains links to outside services and resources, the availability and content of which Oliver does not control, any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource.

 

Oliver is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their websites. Oliver does not endorse or assume any responsibility or liability for the actions, product, and content of all these and any other third parties. Customer should carefully review their privacy statements and other conditions of use.

 

11.   DISCLAIMER.THIS SITE IS PROVIDED BY OLIVER ON AN "AS IS" AND "AS AVAILABLE" BASIS. OLIVER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SITE. CUSTOMER EXPRESSLY AGREES THAT CUSTOMERíS USE OF THIS SITE IS AT CUSTOMERíS SOLE RISK.

 

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, OLIVER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OLIVER DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM OLIVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. OLIVER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

 

12.    CUSTOMERíS ACCOUNT.Customer is responsible for maintaining the confidentiality of Customerís account(s) and password information and for restricting access to Customerís computer by non-authorized individuals. Customer further agrees to accept responsibility for all activities that occur under Customerís account or password. Oliver reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion. Customer acknowledges and warrants that each person using this Site is duly authorized to make any payments, purchases, or enter into any obligation on behalf of Customer.

 

Customer agrees to accept responsibility for all activities that occur under its account or password. Customer will be responsible for all bill payments and other transactions authorized through this Site. If Customer permits other persons to access this Site, Customer will be responsible for any transaction that person authorizes. If Customer believes that a password or other means to accessing accounts via this Site has been lost or stolen, Customer must notify Oliver at once.

 

13.    PRODUCT DESCRIPTIONS.Oliver attempts to be as accurate as possible. However, OLIVER does not warrant that product descriptions or other content of this Site is accurate, complete, reliable, current, or error-free.

 

14.    LIABILITY..Customer agrees that Oliver shall not be held liable for: if through no fault of Oliver, Customer does not have enough money in Customerís Bank Account to make Customerís payment; transfer of money from Customerís Bank Account is restricted; this website was not working; circumstances beyond Oliverís control prevent payments; Customer fails to use this website properly or fails to properly secure Customerís computer from viruses, spyware, Trojan horses, or other malicious code; Customer does not request payment sufficiently in advance of Customerís payment due date; Customerís financial institution or card issuer refuses to honor Customerís payment; Customerís instructions are lost or delayed in transmission to Oliver; a reasonable security concern, such as unauthorized use, causes Oliver not to make the payment; Customerís account is closed; Oliver has blocked Customerís access to this website; this Site has been terminated or suspended; this Site indicates Customerís request will not be processed. This Site system may not be available at all times.

 

15.    INDEMNIFICATION.Customer agrees to defend, indemnify, and hold harmless Oliver from and against any and all claims, damages, costs, and expenses, including reasonable attorneys' fees, arising out of Customerís use of the Site and any breach of these Terms of Use.

 

16.    MISCELLANEOUS.The Terms of Use shall be governed and construed in accordance with the laws of the State of South Carolina, excluding the provisions of the U.N. Convention on International Sales of Goods.

 

17.    TERMINATION.Customerís use of this Site is optional. Oliver reserves the right to discontinue this Site at any time, for any reason, without prior written notice. Oliver may also temporarily discontinue this Site, at Oliverís sole discretion. Termination does not affect Customerís right and obligations for payments made on this website prior to termination.

 

18.    EFFECTIVE DATE.The effective date of these Terms of Use is January 1, 2009. Any amendments to these Terms of Use shall be effective when posted.