Last Updated and Effective as of: June 15, 2020
Welcome to Harper Group! These Terms and Conditions (“Terms”) govern your use of our website located at www.harpergroup.com (“Website”) and our other services that we provide you (collectively, the “Services”). These Services are provided to you by Harper Group, LLC (“Company”, “we”, “our” or “us”).
YOUR ACCESS AND USE OF THE SERVICES IS SUBJECT TO THE FOLLOWING TERMS AND ALL APPLICABLE LAWS. BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS.
PLEASE NOTE THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND NOT AS A PART OF ANY CLASS OR REPRESENTATIVE ACTION. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE OUR WEBSITE OR OUR SERVICES.
Proprietary Rights; License to Use Services: Company is the owner of or otherwise licensed to use all parts of the Website, including all intellectual property or proprietary rights contained therein. Some materials on the Website belong to third parties who have authorized Company to display the materials, such as certain third party licensors. By using the Service, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. Except as expressly set forth in these Terms, no license is granted to you and no rights are conveyed by virtue of accessing or using the Website.
If you violate or you do not agree to these Terms, your license to use the Website and/or Services shall immediately terminate, and you shall immediately refrain from using the Website and/or Service. Your right to access and use the Website and/or Services are non-exclusive, limited and revocable by us, at our sole discretion, at any time, without us providing you prior notice or incurring any liability.
By accessing or using the Services, you represent and warrant that: (i) you are at least eighteen (18) years of age (or the age of majority in your jurisdiction, whichever is greater); and (ii) your use of the Services is lawful where you use the Services and will not violate any applicable law, rule or regulation, and that you will only use the Services in a lawful manner
Unauthorized Use of Website: You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Website. Further, you may not use any such automated means to manipulate the Website, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Website or any other user’s use of the Website, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Website, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms. You may not frame portions of the Website within another Website. You may not resell use of, or access to, the Website to any third party without our prior written consent.
User Registration: In order to gain access to certain features of our Website and other Services, you may need to register with us and create a user account. Harper Group is a wholesale only business and interested retail accounts who wish to order from Harper Group must register an account with us. After your application for an account is received and approved, you may place orders immediately on-line through your account. Once registered, you will be required to create a unique password to access and use the Services. You are solely responsible for maintaining the security and confidentiality of your password and other account information, and for updating any information that you provide to us that is associated with your account. By creating an account with us, you represent that you are the subject of the account, or authorized to create an account on behalf that individual. We are not responsible for any unauthorized accounts on our Services and reserve the right to deactivate or terminate your access to your account, for any reason, with or without cause, and without notice to you.
When you make purchases on our Website, you may be asked to provide certain payment information, such as your method of payment, billing address and other shipping information. When submitting this information, you represent and warrant that you have the legal authority to use such payment methods, that the payment information is accurate and that we may provide such information to our third party service providers in order to facilitate payment processing and order fulfillment on our behalf.
You agree to pay all charges that may be incurred by you or on your behalf in connection with all orders placed through the Website, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you are responsible for any applicable taxes in connection with your order. It is your responsibility to ascertain and comply with all applicable laws with regard to the receipt, possession, use, and sale of any item purchased from this Site.
Products, Specifications and Refunds. The inclusion of any products or services on the Website does not imply or warrant that these products or services will be available at any particular time or that the listed attributes are accurate or complete. In the event a product is listed at an incorrect price due to typographical error or error in pricing or other information, we will have the right to cancel orders of any such product, whether or not the order has been confirmed and/or your credit card or other payment method has been charged. The actual color of products you see will depend in part on your computer system, and we cannot guarantee any color or texture or detail of actual products will be accurate. Further, we do not endorse and have not verified the accuracy or reliability of any opinion or statement made on the Website by any third party, including but not limited to customers, manufacturers, distributors or suppliers of products and services sold through the Website. In addition, we may make changes to information about price, availability or other product attributes without notice. Your receipt of an order confirmation from us does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. By placing an order, you represent that the products ordered are legal to possess and use where you intend to possess and use them and will be possessed or used only in a lawful manner, in accordance with all applicable laws, rules and regulations, including copyright law. We may require additional verifications or other information prior to the acceptance and/or shipment of any order. If we reject, limit, cancel, or otherwise modify your order, we will attempt to notify you using the e-mail address you provide to us. You are responsible for complying with all applicable trade regulations and laws both foreign and domestic, including any export or re-export restrictions.
Submissions; Unsolicited Ideas:
If you submit, transmit or upload any information or materials to or through our Website, you grant us a the royalty-free, irrevocable, perpetual, worldwide right to reproduce, display, distribute, adapt, create derivative works of, modify or combine other materials and content with, such submitted information or materials, for any purpose, and in any medium, without compensation to you. By submitting such information or materials, you represent and warrant that you have the necessary intellectual property and other rights to grant us this license and that Harper Group will not be liable for any use or disclosure for such submitted information or materials.
We do not accept any unsolicited ideas to this Website from outside the Company including without limitation suggestions about advertising or promotions, or merchandising of any products, additions to our services, or changes in methods of doing business. If you submit an unsolicited idea to this Website, you understand and acknowledge that such idea is not submitted in confidence and we assume no obligation, expressed or implied, by considering it. You further understand that we shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to us.
Comments or Materials Posted by You. Certain pages or features on the Website may allow you to post text comments (“Content”). You may only post Content that you created or which the owner of the Content has given you permission to post. By posting or distributing Content to the Website, you represent and warrant that (a) you own all the rights to the Content or are authorized to use and distribute the Content to the Website and (b) the Content does not and will not infringe any copyright, right of publicity, or any other third-party right nor violate these Terms or any law or regulation.
Materials Posted by Others: Under no circumstances will Company be liable in any way for any content or materials posted by any third parties, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Company does not pre-screen content, but that Company and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Website.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted on the Website or endorse any opinions expressed therein.
Competitions and Other Promotions: We may sponsor competitions and offer other promotions (“Promotions”). The Promotions will be governed by these Terms, and each individual Promotion may prominently feature additional rules (including but not limited to run-period, eligibility requirements, prizes, etc.) (“Official Rules”). No user of the Services is required to engage with or participate in any Promotions. Should you elect to participate in the Promotions, you agree to be bound by these Terms and the Official Rules, as applicable, and by the decisions of Company, which shall be final and binding on all matters pertaining to the Promotions. The Promotions shall be subject to all federal, state and local laws and regulations and shall be void where prohibited by law. Any offers, gifts, prizes, or other incentives (“Extras”) provided in connection with a Promotion cannot be transferred, assigned or otherwise redeemed by anyone other than the individual to whom such Extras are granted. As a condition of receiving an Extra, a user may be required to comply with specific terms and conditions for Extras as well as sign an affidavit of eligibility and release or waiver.
Third Party Links: This Website may contain links to other Websites not maintained by us. Other Websites may also reference or link to our Website. We encourage you to be aware when you leave our Website and to read the terms and conditions and privacy statements of each and every Website that you visit. We are not responsible for the practices or the content of such other Websites.
No Warranties: WHILE COMPANY USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON THE WEBSITE, EXCEPT FOR THE EXPRESS WARRANTIES STATED ON OUR WEBSITE, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF INFORMATION ON THE WEBSITE OR THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE,. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, IS PROVIDED “AS IS” AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE WEBSITE. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE GREATER OF THE FEES YOU PAID TO COMPANY FOR PRODUCTS AND SERVICES IN THE TWELVE MONTHS PRECEEDING THE CLAIM OR ONE HUNDRED UNITED STATES DOLLARS.
Digital Millennium Copyright Act (“DMCA”) Notice: Materials may be made available via the Website by users and other third parties not within our control. We are under no obligation to, and do not, scan content posted on the Website for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Website.
If you believe any materials on the Website infringe a copyright, you should provide us with written notice that at a minimum contains:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices should be sent to our designated agent as follows:
Harper Group Showroom
Changes: All information posted on the Website is subject to change at any time. In addition, these Terms may be changed at any time; provided, any material modifications will only be applied prospectively. We will make such changes by posting them on the Website. You should check the Website for such changes frequently. Your continued access of the Website after such changes demonstrates your acceptance of those changes.
Entire Agreement: These Terms supersede any prior agreements related to the use of the Services and provide the complete Service terms unless explicitly stated otherwise in any additional written agreements between you and the Company.
Assignment: Company may assign its rights under these Terms and other applicable additional Service terms, in whole or in part, to any party without prior notice. You may not assign your rights and obligations under these Terms and other applicable additional Service terms, nor transfer or sub-license such rights to any party.
Indemnification: You agree to indemnify, defend and hold harmless Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to (i) your use of the Website, (ii) any breach by you of any of these Terms, or (iii) your violation of applicable law.
Severability: If any part of these Terms shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Waiver; Remedies: The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of Company under these Terms and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company’s right to exercise any other right or remedy.
Governing Law; Dispute Resolution; Arbitration: The laws of the State of New York shall govern these Terms without regard to its conflicts of law provisions. All actions or proceedings arising out of or relating to these Terms shall be venued exclusively in state or federal court in New York, New York. You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes. YOU AGREE TO GIVE UP ANY RIGHTS TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS.
Terms of Sale and Return Policy: Please carefully review our Terms of Sale and Return Policy,, which are incorporate herein by reference.
Questions: Should you have any questions regarding these Terms you may contact us at [email protected].