User Terms and Conditions
As used in these User Terms “Supply Clinic,” “we,” “us,” and any other first-person adjectives and pronouns all refer to Supply Clinic, Inc., and the “User,” “you,” any other second-person adjectives or pronouns refers to you as a User of our website and the services it provides.
Thank you for visiting supplyclinic.com (this "Site"). YOU SHOULD READ THE FOLLOWING TERMS CAREFULLY BEFORE USING THIS SITE. Your use and all legal transactions, orders, deliveries, other performances, and offers under and through this Site are made solely on the basis of, and are subject to and governed by, these terms and conditions (these "User Terms"). If you do not agree with all of these Terms, you must not use the services offered by the Site. By using this Site, you agree to comply with, and to be bound by, these Terms, which are accessible on the Site at https://www.supplyclinic.com/terms. We may, from time to time, change these User Terms in our sole discretion, as set forth herein. By using this Site after any such change, you agree to comply with, and be bound by, the Terms as changed. You are expected to check this page each time you access the Site so you are aware of any changes, as they are binding on you. The version that is applicable and in effect at the time of a Contract (as herein after defined) shall control.
1) DEFINED TERMS. The following terms shall have the following meanings:
a) “Contract” means the Written Order Acknowledgement or delivery of the any Products purchased by you using the Site, and all other agreements or subsidiary agreements, including those subsequently agreed upon among you, us, and the Vendor.
b) “Delivery Address” means the User’s shipping address that appears in the Purchase Order.
c) “Documentation” means any applicable material delivered by Supply Clinic concerning a Product, and any installed updates, whether in machine-readable, print, or any other form.
d) “Intellectual Property Rights” means all intellectual property rights, including patents, utility models, trade and service marks, trade names, domain names, rights in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registerable and including registrations and applications for registration of any of these and rights to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world. If applicable, other capitalized terms used herein shall have the meaning set forth in any applicable Contract between Supply Clinic and the User.
e) “Order Acknowledgement” means a confirmation of receipt by Supply Clinic of a Sale Transaction delivered by Supply Clinic to the User in Writing.
f) “Products”: the products listed on the Site, as more specifically described therein.
g) “Purchase Order” means an offer from a User to purchase Products from Supply Clinic.
h) “Sale Transaction”: a sale of Products to a User pursuant to a Contract.
i) “User” means the entity whose name and address appears on an Order Acknowledgement for the purchase of Products that incorporates these User Terms.
j) “User Terms” means the terms and conditions set out in this document to apply to the purchase of Products by the User from Supply Clinic.
k) “Vendor” means any vendor, manufacturer, or distributor any of its affiliates, who are subject to a Vendor Agreement with Supply Clinic, pursuant to which it is selling its Products on the Site.
l) “Writing” or “Written” means a communication in the form of a letter, facsimile or email.
2) SCOPE. These User Terms shall apply to all Contracts entered into between Supply Clinic, the User, and any Vendor in respect of the purchase of Products, and unless mutually and expressly agreed in writing and confirmed in an Order Acknowledgment, shall be formed in the following manner:
a) Where the User confirms a Sale Transaction using the Site, the User will have submitted a Purchase Order to the relevant Vendor(s) to purchase certain Products as set out in these User Terms, which offer shall be deemed accepted and a Contract formed between the User, Vendor, and Supply Clinic on the delivery to the User of an Order Acknowledgement by or on behalf of Supply Clinic to the User and the Vendor.
b) Any typographical, clerical or other error or omission in any sales literature, Order Acknowledgements, price lists, invoices or other documents or information originating from or issued by Supply Clinic or Vendor shall be subject to correction without any liability on the part of Supply Clinic or Vendor.
c) No contingency contained on any Purchase Order shall be binding upon Supply Clinic. The terms of these User Terms shall apply, regardless of any additional or conflicting terms on any Purchase Order or other correspondence or documentation submitted by User to Supply Clinic or Vendor, and any such additional or conflicting terms are deemed rejected by Supply Clinic and vendor. These User Terms prevail over any User’s general terms and conditions of purchase regardless whether or when User has submitted its Purchase Order or such terms. Fulfillment of User’s order does not constitute acceptance of any User’s terms and conditions and does not serve to modify or amend these User Terms.
3) NO GUARANTY OF SITE OR USER SERVICES. ALL CONTENT AND SERVICES PROVIDED ON OR THROUGH THIS SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CONTENT AND SERVICES ARE PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. NEITHER WE, OUR AFFILIATES AND RELATED ENTITIES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE IS SOLELY AT YOUR OWN RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THOSE EXCLUSIONS MAY NOT APPLY TO YOU.
a) Supply Clinic neither endorses nor assumes any liability for any material uploaded or submitted by Vendors or other Users on any part of the Site. Although we do not pre-screen, police or monitor the Products or comments posted on the Site, we and our agents reserve the right to remove any and all postings that we feel do not comply with these Terms and any other rules of user conduct for our Site, or are otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such postings.
b) Supply Clinic reserves the right, prior to actual delivery, to make any changes, without notice, to the Products where those changes are required, which do not materially affect the Products’ quality, performance or functionality.
5) SALE TRANSACTIONS.
a) User may purchase Products by authorizing such purchase on our Site where such authorization is provided by a its authorized representative. You shall select and indicate the specific Products, Supply Clinic product numbers, quantity, shipping instructions, bill-to address, Delivery Addresses, and, if applicable, any tax-exempt certifications, credentials needed to purchase the Products, and contract reference. No contingency contained on any Purchase Order shall be binding upon Supply Clinic. The terms of these User Terms shall apply, regardless of any additional or conflicting terms on any Purchase Order or other correspondence or documentation submitted by User to Supply Clinic, and any such additional or conflicting terms shall not operate as a rejection of the Contract but as a rejection of the additional or different terms in the Purchase Order.
b) Supply Clinic shall use commercially reasonable efforts to provide order acknowledgement information within a reasonable time for all Purchase Orders submitted to us. Supply Clinic may accept a Purchase Order even if some of the information required above is missing or incomplete.
c) We may, without prejudice to any rights or remedies we may have under a Contract or at law and equity, by Written notice to you, cancel or terminate with immediate effect any Contract or any part thereof without any liability whatsoever, if (a) you violate or breach any of the provisions of the Contract or these Terms, or (b) any proceedings in insolvency, bankruptcy (including reorganization) liquidation or winding up are instituted against you, whether filed or instituted by or against you, voluntarily or involuntarily, a trustee or receiver is appointed over you or your assets, or any assignment is made for the benefit of creditors. Upon occurrence of any of the events referred to above, all payments to be made by User under the Contract shall become immediately due and payable. In the event of cancellation, termination or expiration of a Contract the terms and conditions designed to survive such cancellation, termination or expiration shall so survive.
d) User may not cancel or modify any Purchase Order, in whole or in part, after we have delivered the Order Acknowledgement to the Vendor without Supply Clinic’s express Written approval. Approval of any such cancellation or modification requests shall be at Supply Clinic’s sole discretion.
6) PRODUCT PRICE & PAYMENT.
a) The price of the Products shall be as specified on the Site and on the Order Acknowledgement. Prices are also subject to change without notice. Prices listed with the Products do not include applicable shipping costs, handling costs or taxes; however, those changes will be added to your total Sale Transaction prior to checkout and reported on your Order Acknowledgment.
b) As part of the ‘checkout’ process, Supply Clinic shall calculate and the User shall pay to the Vendor the estimated applicable sales, use, property, value-added or similar taxes, duties or assessments, or amounts levied in lieu of such taxes (“Taxes”) that arise from the Sale Transaction. Regardless of the estimates provided by Supply Clinic and the amounts paid to the Vendor, you shall be liable for all Taxes that arise from the Sale Transaction whether now or later imposed and all payments due in respect of the Products.
c) Payment for all Sale Transactions will be made at the time of ‘checkout,’ and your Purchase Order will only be submitted to Vendor for fulfillment upon our receipt of payment. All payments shall be made in United State dollars in the amount quoted by Supply Clinic.
d) If the User’s payment is cancelled, declined by a financial institute, or otherwise fails, then without prejudice to any other right or remedy available to Supply Clinic or the Vendor, we shall be entitled in our sole discretion, and upon reasonable notice to you, to:
i) ask the Vendor to withhold or delay shipment, including partial shipments of Products, cancel any or all remaining deliveries of Products and/or any or all other of User’s outstanding Purchase Orders; and/or
ii) charge the User interest (both before and after any judgment) on the amount unpaid at the rate of (i) 1.5 per cent per month or (ii) the maximum rate permitted by law, whichever is less, from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
e) User grants Supply Clinic a security interest in Products purchased under these User Terms to secure payment for such Products. If requested by Supply Clinic, User agrees to execute financing statements to perfect this security interest. The security interest granted under this provision constitutes a purchase money security interest under the Illinois Uniform Commercial Code.
a) Unless agreed to the contrary and specified in the Order Acknowledgement, you shall pay delivery of all Products under these User Terms at the time you submit your Purchase Order and made to your regular place of business as listed in your User profile. You shall be responsible for all freight, handling and insurance charges subsequent to delivery. Title and risk of loss shall pass from Vendor to you and delivery shall be deemed to occur upon Vendor’s delivery of the Products to the carrier.
b) Supply Clinic will use its reasonable endeavors (although time is not of the essence) to deliver the Products to you on the date or dates which appear in the Order Acknowledgement or, within a reasonable time thereafter. Supply Clinic shall not be liable for any delay in delivery, howsoever caused and delivery may be affected early. Indicative, but not binding, indications of likely delivery dates in those circumstances may be given to the User from time to time. SUPPLY CLINIC SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR PENALTY FOR DELAY IN DELIVERY OR FOR FAILURE TO GIVE NOTICE OF ANY DELAY. EXCEPT IN ACCORDANCE WITH THE APPLICABLE SHIPPING TERMS SET FORTH IN THESE USER TERMS, SUPPLY CLINIC SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH SHIPMENT, NOR SHALL THE VENDOR OR CARRIER BE DEEMED TO BE AN AGENT OF SUPPLY CLINIC.
c) If not all of the Products ordered in a single Sale Transaction are available, the Vendor shall be entitled to ship the Products in installments.
d) If for any reason you fail to accept delivery of any Products or if the Vendor or carrier is unable to deliver the Products to your designated location because you have not provided appropriate instructions, documents, licenses or authorizations: (i) the Products shall be deemed to have been delivered, and (ii) we and/or the Vendor, at their option, may return or store the Products until User picks them up, whereupon User shall be liable for all related costs and expenses (including, without limitation, storage, return shipping, and transactional costs).
a) Canceled orders, rescheduled deliveries, any return of unopened stock, or any other type of amendments, however specified, will be subject to: (i) Supply Clinic acceptance and approval in Writing at its sole discretion; and (ii) a charge to the User of a restocking/ administration fee of up to twenty-five percent (25%) of the total returned Product value. If any of the above was not approved by Supply Clinic in Writing or if any other attempt was made by User to return Products or not to fulfill its obligations under the Order Acknowledgment pertaining to a Purchase Order then, in addition to any other remedies available to Supply Clinic, User will pay the entire amount reflected in the Order Acknowledgement.
b) Returns made subject to the warranty or a Vendor’s independent return policy will be accepted in accordance with the terms set forth herein or in such Vendor’s return policy, and no restocking/ administrative fee shall apply. Users must provide Written notice of any need to return Products in accordance with the terms set forth herein or in such Vendor’s return policy.
c) With respect to any refunds do to you as the result of any return, overpayment, reimbursement, or otherwise, Supply Clinic may issue to you a credit for use on our Site.
9) WARRANTIES & LIABILITIES.
a) Product Warranties. The Products are covered by a 12 month warranty from the date of shipment (with the exception of those Products, which by their nature require a shorter warranty period and that shorter warranty period is clearly stated on our Site) (the “Warranty Period”), which warranty terms shall be governed in accordance with these User Terms. The extent the warranty shall be limited to defects in work and materials, and exclude any and all defects arising from fair wear and tear, willful damage, negligence, abnormal use, failure to follow Product environment or operating instructions, voltage fluctuations, lightning, water damage, faulty installation or adjustments, improper maintenance, misuse or alteration or repair of the Products other than by the Vendor, manufacturer or their authorized representative.
b) The User shall notify the Vendor and Supply Clinic in Writing within five (5) days of the time User discovers or ought to have discovered the defect or non-conformity of the Products covered by the warranties above, and in any event within the applicable Warranty Period. Neither Vendor nor Supply Clinic shall have any liability in respect of the Products under the above warranties (or any other warranty, condition or guarantee) unless (i) Written notification is received within Warranty Period, that reasonably describes in detail the defect or non-conformity alleged, (ii) you provide Supply Clinic and Vendor a reasonable opportunity after receiving the notice to examine such Products and User (if requested to do so by Supply Clinic) return such Products to Vendor’s place of business (or such other location as directed by Vendor) at Supply Clinic’s cost for the examination to take place there; (iii) the defects arose because you failed to follow the relevant instructions as to the storage, use or maintenance of the Products; or (vi) you altered such Products without the prior Written consent of the Vendor or manufacturer.
c) EXCEPT AS EXPRESSLY PROVIDED IN THESE USER TERMS, SUPPLY CLINIC HEREBY DISCLAIMS AND USER WAIVES ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR ACCURACY, OR (B) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT AN IMPLIED WARRANTY OR CONDITION CANNOT BE DISCLAIMED, SUCH WARRANTY OR CONDITION IS LIMITED IN DURATION TO THE APPLICABLE WARRANTY PERIOD.
d) Unless Supply Clinic and Vendor receive a notice of rejection of any Products delivered to the User within five (5) business days of the date of delivery, the Products shall be deemed to have been accepted by the User.
e) Supply Clinic’s liability to the User in respect of the Products supplied on these User Terms both generally and specifically under the warranty provisions, including as regards any defect in their quality, performance, condition or functionality or failure to meet any agreed specification for which Supply Clinic may be liable under these User Terms shall be limited to the replacement or repair of the Products or repayment of the price paid by the User for such Products (in the absolute discretion of Supply Clinic), and without further liability to the User in respect thereof.
f) LIMITATION OF LIABILITY. IN NO EVENT SHALL SUPPLY CLINIC OR ITS VENDORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR LOST PROFITS, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUPPLY CLINIC OR ITS VENDORS HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING ELSE IN THESE USER TERMS TO THE CONTRARY, ALL LIABILITY OF SUPPLY CLINIC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND VENDORS COLLECTIVELY FOR CLAIMS UNDER THESE USER TERMS OR OTHERWISE, HOWSOEVER ARISING, SHALL BE LIMITED TO THE MONEY PAID TO SUPPLY CLINIC OR VENDOR FOR PRODUCTS UNDER THE PURCHASE ORDER RELATING TO THE EVENT OR CIRCUMSTANCES FIRST GIVING RISE TO SUCH LIABILITY. THIS LIMIT OF LIABILITY FOR PRODUCTS IS CUMULATIVE AND NOT PER- INCIDENT (I.E., THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).
g) Supply Clinic shall not be liable to the User if performance of its obligations under the Contract is prevented or hindered due to any circumstances outside its control.
h) The User acknowledges that, in using the Site and in entering into any Contract for the purchase of Products it has not relied on any representation with respect to the terms of the Supply Clinic services from or on behalf of Supply Clinic, and that all such representations are set forth in these User Terms. The User and Supply Clinic acknowledge that any representations with respect to the Products are fully set forth on the Site and that neither Supply Clinic makes any representations regarding the Products except as set forth therein or in the Contract.
i) Termination of Warranty. If the User fails to comply with all these User Terms including, but not limited to, as to the time of performance in relation to such matters as payment, then, without prejudice to all other rights of Supply Clinic, the warranties contained in this Section (9) shall from the date of such non-performance terminate and for the purposes of these User Terms shall be deemed excised.
10) LAWS & REGULATIONS.
a) Applicable Laws. In its performance hereunder, User will comply with all laws, all licenses, permits and approvals required by any government or authority, including any regulations regarding resale or use of Products, all export and import laws of all countries involved in the sale of the Products and shall comply with all applicable local, state, federal, and foreign laws, rules, policies and procedures including without limitation intellectual property laws and laws governing online conduct, actions, and their enforceability, and other laws and regulations (collectively "Applicable Laws"). User will indemnify and hold Supply Clinic harmless for any violation by User of any Applicable Laws.
b) Intellectual Property Rights. User hereby acknowledges that it has no claim whatsoever on any of the intellectual property rights embodied in the services provided by us, or in the Products, their labels or their documentation. All Intellectual Property Rights in or arising out of the Site including, without limitation, the content, metadata, design, organization, compilation, look and feel, object and HTML code, and all other protectable Intellectual Property Rights comprising the Site (“Proprietary Materials”) are the property of Supply Clinic or its licensors and are protected by copyright and other intellectual property laws and shall remain at all times in the exclusive ownership of Supply Clinic or its licensors. All rights regarding the Proprietary Materials not expressly granted in these User Terms are reserved by Supply Clinic.
11) USE OF THE SITE. You may use the services provided on the Site for your related business uses and you agree that you will not reproduce, duplicate, copy, sell, trade or otherwise exploit (i) the Site or our services for any commercial purpose. You agree to access the Site through the interface provided by the Site and that you will not use a robot or any other process to monitor, access, exploit, or copy the Site or its services.
a) Except as expressly provided herein, you shall not: (i) use any portion of the Site or its technology on any other website, in the source code of any other website, or in any other printed or electronic materials; (ii) modify, publish, reproduce, republish, create derivative works, copy, upload, post, transmit, distribute or otherwise use any portion of the Site or other Proprietary Materials, or frame or otherwise impose editorial comment, commercial material or any type of identification on (or in proximity to) the Site’s content without our prior written permission; (iii) reverse engineer, reverse assemble, decompile or otherwise attempt to discover any source code of the Site or other Proprietary materials. We reserve the right to block your use of the Site and cancel any memberships for violation of these Terms.
b) By posting or submitting content on or to the Site (regardless of the form or medium with respect to such content, whether text, videos, photographs, audio or otherwise), you grant us and our affiliates, agents and Vendors a perpetual, irrevocable, worldwide, royalty free, and non-exclusive license to reproduce, adapt, modify, translate, display, publish, publicly perform, publicly display and distribute any content you submit, post or display through the Site. You shall be solely responsible for your own submissions and the consequences of posting or publishing them. In connection with each of your submissions, you affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to grant the above license to us. You agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us, a Vendor, or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; or (iv) unless you have received our prior express written consent, post advertisements or solicitations of business. We reserve the right to remove or not publish submissions without prior notice.
c) You are totally responsible for any activity that takes place under your name and password. If you become aware of any unauthorized use of your username and/or password it is your responsibility to notify Supply Clinic immediately. It is up to you to maintain the confidentiality of your password and username.
d) You understand that you may receive business-related communications from Supply Clinic such as service announcements and account administrative notices and you agree that these communications are not "unsolicited commercial email advertisements" and thus you agree to receive them and you may not be able to opt out of receiving such communications.
12) Copyright Complaints.
a) Supply Clinic respects the Intellectual Property Rights of others. If you believe that your work has been copied and used on the Site in a way that constitutes copyright infringement, please provide the following information to Supply Clinic’s DMCA Agent for notice of claims of copyright:
i) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work;
ii) An identification of the copyrighted work and the location on the Site of the allegedly infringing work;
iii) A written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law;
iv) Your name and contact information, including telephone number and e-mail address; and
v) A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
b) Supply Clinic’s DMCA Agent for notice of claims of copyright can be reached at [email protected].
c) We reserve the right, in appropriate circumstances and at our discretion, to terminate the privileges of any User who repeatedly infringes the copyrights or other intellectual property rights of others.
a) No waiver by Supply Clinic of any breach of these User Terms or any Contract by the User shall be considered as a waiver of any subsequent breach of the same or any other provision and any such waiver of Supply Clinic must be in express Writing signed by an authorized representative of Supply Clinic. The failure of Supply Clinic to enforce any provision of these User Terms shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision thereafter.
b) If any provision of these User Terms or any Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these User Terms or any Contract and the remainder of the provision in question shall not be affected.
c) These User Terms or any Contract contain all the terms agreed by the parties relating to the subject matter of the User Terms or any Contract and supersedes any prior agreements, understandings or arrangements between them, whether oral or in Writing.
d) Any notice required to be given under or in respect of these User Terms or any Contract shall be served personally, sent by fax, electronic mail, or by first class recorded delivery post and any such notice so given shall be deemed to have been duly served if personally delivered, on the day of delivery, if faxed or emailed, immediately after the recorded transmission time or, if mailed, two days after the day after posting.
e) Supply Clinic reserves the right to modify these User Terms at any time. Supply Clinic shall notify User of any such modifications, and such modifications shall only apply to Purchase Orders received after the date of notification.
f) The validity, interpretation, and enforcement of these User Terms or any Contract shall be governed by and construed solely and exclusively in accordance with the laws of the State of Illinois, excluding its conflict of law principles.
g) User may not assign or delegate its rights or obligations under these User Terms without the prior Written consent of Supply Clinic at its sole discretion. Supply Clinic may assign its rights and obligations under these User Terms.
h) No person other than Supply Clinic, the User, and the Vendor has any rights under the Contracts to enforce any term of these User Terms or any Contract.
i) User, Supply Clinic, and Vendor shall each hold confidential and shall not use or permit others to use, or disclose to any third party, any confidential information identified as such in Writing or orally by Supply Clinic or information which such receiving party knows or has reason to know is confidential, proprietary or trade secret information of the disclosing party.
j) Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, earthquakes, labor disputes, shortages of supplies, actions of governmental entities, riots, war, acts of terrorism, fire, epidemics, delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the defaulting party shall be extended for a period equal to the period during which such event prevented such party’s performance.
14) Dispute Resolution.
a) Any claims (including counterclaims and cross-claims that could otherwise be filed in a court of law) and disputes between the parties, including the determination of the scope or applicability of these User Terms to arbitrate, shall be determined by arbitration in Boston, Massachusetts before a single arbitrator. The arbitration shall be administered pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on an arbitral award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. All statutes of limitations and conditions precedent periods that would normally apply to actions filed in a court of law shall hereby apply to any arbitration actions, matters, or filings.
b) For the purpose of any action, suit, or proceeding otherwise permitted under these User Terms, User, Vendor, and Supply Clinic irrevocably consent and submit to jurisdiction of and to venue in any of the state courts of the Commonwealth of Massachusetts or of any federal court located in Massachusetts and expressly waive any claim of forum non conveniens with respect to such fora.
c) Each party waives its right to a jury trial in any court action arising between the parties under these User Terms or otherwise related to these User Terms, whether made by claim, counterclaim, third party claim, or otherwise.