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TERMS AND CONTIONS

 

 

Terms and Conditions

 

 

In accessing this website you agree to be bound by the following terms and conditions. You should review each section relating to the use of this website and if you do not accept any terms and conditions you must exit the site immediately.

In these Terms and Conditions, “GPC Asia Pacific” means GPC Asia Pacific Pty Ltd and its related entities, and includes the business units Repco Australia and New Zealand, Ashdown Ingram, McLeod Accessories and Motospecs.

 

 

1. Introduction

(a) GPC Asia Pacific (ABN: 97 097 993 283) (“GPC Asia Pacific”) has developed and owns, or has the rights to use and sublicence, the software applications, source and object code, accompanying data, pictures, video and processes comprised in GPC Asia Pacific’s electronic catalogues and electronic B2B product ordering systems (“Electronic Catalogues”).  The Electronic Catalogues are subject to change and additional Electronic Catalogues may be introduced from time to time.  The Electronic Catalogues include the systems branded GATEWAY, NAVIGATOR PRO, QUANTUM PRO, and PROLink.  The Electronic Catalogues are designed to provide certain GPC Asia Pacific authorised customers ("you" and "your" respectively) with information and tools to assist you to make parts interpretation and ordering decisions concerning your business, and prepare quotations for your customers, on these terms and conditions.

(b) Your GPC Asia Pacific sales representative may provide you with these terms and conditions, however you will also be able to see these terms and conditions when you access the Electronic Catalogues. Please read them carefully. There are important restrictions on your use of the Electronic Catalogues, and certain requirements you must meet in order to continue using the Electronic Catalogues, as set out below. You must continue to be a customer of GPC Asia Pacific to remain eligible to continue to use the Electronic Catalogues.

(c) If you do not agree to these terms and conditions you must not use, copy or install the Electronic Catalogues. You must immediately delete any copies of the Electronic Catalogues or supporting documentation and return any documents or media to GPC Asia Pacific. You will be deemed to have accepted these terms and conditions upon your use of any of the Electronic Catalogues. GPC Asia Pacific may withdraw your right to use the Electronic Catalogues at any time and in its sole discretion.

(d) The Electronic Catalogues may include additional “pay for use” functionality, such as, but not limited to, SMARTQUOTE and REPAIR TIMES (“Pay for use Service”). You must pay us the subscription fee in the intervals and using the payment method selected by you when you subscribe to use the Pay for use Service. Your use of such additional functionality is governed by the terms and conditions accepted in connection with the Pay for Use Service, and otherwise by these terms and conditions.



2. Grant of Licence and Fees

(a) GPC Asia Pacific grants you a non-exclusive, non-transferable licence to use the Electronic Catalogues on devices specified by you, and to use the accompanying printed or electronic materials (the "Documents"), solely for the purpose of parts analysis, quote preparation and parts ordering within your business. GPC Asia Pacific retains all property rights including all intellectual property rights to the Electronic Catalogues and the Documents. The device you nominate to access any of the Electronic Catalogues must be used for the day to day operation of your business.

(b) We may charge you a fee to use the Electronic Catalogues and the Documents. If we charge you a fee it will be added to your account with us. We will issue you with a tax invoice for the fee.

(c) You must not copy, distribute, reproduce, modify, translate, adapt, vary, reverse engineer, de-compile or disassemble any of the Electronic Catalogues or the Documents or create derivate works based on the Electronic Catalogues or the Documents.

d) You must not rent, assign, transfer, sub-licence or deal in any way with the rights given to you under these terms and conditions without the prior written consent of GPC Asia Pacific.  You must not use the Electronic Catalogues on a time sharing or bureau basis or in the course of any outsourcing arrangement, or otherwise for processing data on behalf of third parties. You must not permit any third party to access the Electronic Catalogues from the computer on which the Electronic Catalogues have been registered in your business.

(e) You must supervise and control any use of the Electronic Catalogues or the Documents by your employees, agents and subcontractors to ensure such use is in accordance with the terms of these terms and conditions. You must keep your user name and password secure and not provide it to unauthorised third parties. You must notify us immediately if you believe your user name or password has been compromised.

(f) You must not use any spider, scraper, robot or other automated means to access the Electronic Catalogues and information for any purpose whatsoever or attempt to interfere with the proper working of the Electronic Catalogues. You must not seek to bypass any measures that may be implemented by us to restrict automated access to the Electronic Catalogues or our sites.

(g) You must not take any action that imposes or may impose an unreasonable or disproportionately large load on our infrastructure inclusive of the Electronic Catalogues.



3. Updates to These Terms and Conditions and Product Prices

(a) From time to time GPC Asia Pacific may vary these terms and conditions. You acknowledge that GPC Asia Pacific is not required to give you written notice of changes to these terms and conditions, however updated versions of these terms and conditions will be available at the GPC Asia Pacific website (http://www.gpcasiapac.com/) or on request.

(b) If GPC Asia Pacific has amended these terms and conditions, GPC Asia Pacific will notify you via the Electronic Catalogues. If you then use any of the Electronic Catalogues, you will be deemed to have accepted and consent to the latest version of these terms and conditions as available within the Electronic Catalogues.

(c) From time to time GPC Asia Pacific may, in its absolute discretion and without notice add, modify or delete any information or functions contained within the Electronic Catalogues, and may need to suspend access to the Electronic Catalogues for this purpose.

(d) You acknowledge that any product prices listed in the Electronic Catalogues are indicative only. You can contact GPC Asia Pacific to obtain current prices prior to placing an order for parts. The product prices charged by GPC Asia Pacific for products you order will be those applicable at the time GPC Asia Pacific accepts the order. Any recommended pricing provided in the Electronic Catalogues is for your information only. There is no obligation to comply with the recommendation and you are free to set resale prices at your discretion.



4. Warranties and Liability

(a) In this section a reference to a "claim" means any claim, allegation, demand, suit, action or the initiation or threat of proceedings of any kind made under or in connection with these terms and conditions or its subject matter, whether arising under contract, tort (including negligence), under statute or otherwise at all.

(b) To the full extent permitted by law, GPC Asia Pacific excludes all representations, warranties, terms and conditions, whether express or implied (and including those implied by statute, custom, law or otherwise), except as expressly set out in these terms and conditions. The Electronic Catalogues will be provided "as is" and GPC Asia Pacific does not make any express warranties in relation to the Electronic Catalogues, including that the Electronic Catalogues are error-free or that their use will be uninterrupted, or that they are fit for any particular purpose.

(c) To the full extent permitted by law, GPC Asia Pacific will not be liable to you in respect of any claim in relation to the Electronic Catalogues or these terms and conditions for any loss, damages, expenses, loss of profit, data, goodwill or business, for any interruption to business, for any failure to realise anticipated savings or for any direct, consequential, indirect, special, punitive or incidental damages.

(d) If any statutory provisions apply which cannot be excluded by laws, to the extent to which GPC Asia Pacific is entitled to do so, GPC Asia Pacific limits its liability in respect of any claim under those provisions to (at GPC Asia Pacific’s option) repairing or replacing the relevant goods, resupplying the relevant or equivalent services or, in either case, paying you the cost of doing so.



5. Suspension and Termination

(a) GPC Asia Pacific  may suspend your access to and use of the Electronic Catalogues immediately without notice if: (i) you are in breach of these terms and conditions; (ii) GPC Asia Pacific  has a right to terminate any other agreement with you; (iii) any amount you owe to GPC Asia Pacific  under any other agreement between you and GPC Asia Pacific  is not paid by its due date; (iv) you become insolvent or subject to any form of administration or otherwise threaten to become insolvent, you cease to conduct business or your ultimate parent entity changes; or (v) you take any steps which (in GPC Asia Pacific ’s reasonable opinion) could lead to a breach of the licence terms in section 2, or anything happens which (in GPC Asia Pacific 's reasonable opinion) might lead to unauthorised disclosure of GPC Asia Pacific ’s Confidential Information.

(b) On expiry or termination of these terms and conditions, you must destroy all copies of the Electronic Catalogues and all Documents. You grant GPC Asia Pacific  the right to enter your premises during business hours to inspect whether the Electronic Catalogues and the Documents are destroyed and/or to show evidence of the destruction.

(c) Termination does not affect any rights or remedies which GPC Asia Pacific  may have otherwise under these terms and conditions or at law.

(d) GPC Asia Pacific reserve the right to monitor and track your login information on the Electronic Catalogue to ensure it is being used in accordance with this agreement. Any usage flagged as being in breach of this agreement and not typical of end user behaviour may result in your access to Electronic Catalogues being revoked.



6. Confidentiality

(a) In this section, Confidential Information means all the Electronic Catalogues including all information contained and accessible via use of the Electronic Catalogues and the source code and object code; the Documents; all information available through the Electronic Catalogues including but not limited to: (A) part numbers; (B) part number application by vehicle specific criteria including make and model; (C) pricing including retail and customer nett prices; (D) product brand information; and (E) pictures, schematics, technical data, specifications and dimensions relating to parts, (F) electronic catalogue features/benefits and training documentation; and any commercially sensitive information in relation to GPC Asia Pacific  including inventory levels in GPC Asia Pacific  stores and distribution centres.

(b) You must not disclose any Confidential Information to any third party except as required by law or where the Confidential Information can be demonstrated to have been in the public domain at the time of the disclosure other than as a result of a breach of these terms and conditions.

(c) You acknowledge that the Electronic Catalogues, the Documents and the Confidential Information are the unique and valuable proprietary asset of GPC Asia Pacific . As such, GPC Asia Pacific  would be irreparably damaged if the terms of these terms and conditions were not specifically enforced. You agree that GPC Asia Pacific  should be entitled, at the discretion of the applicable court, to appropriate equitable remedies with respect to breaches of these terms and conditions, in addition to such other remedies as GPC Asia Pacific  may otherwise have under applicable laws.



7. General

(a) If you are operating in Australia, these terms and conditions are governed by the laws of Australia and you and GPC Asia Pacific submit to the non-exclusive jurisdiction of the courts of Australia. If you are operating in New Zealand, these terms and conditions are governed by the laws of New Zealand and you and GPC Asia Pacific submit to the non-exclusive jurisdiction of the courts of New Zealand.

(b) These terms and conditions represents the complete agreement concerning the licence of the Electronic Catalogues between you and GPC Asia Pacific.

(c) Any provision of these terms and conditions will be read down to the extent necessary to prevent that provision being invalid, voidable or unenforceable in the circumstances.

(d) The failure by GPC Asia Pacific to enforce any of the terms of these terms and conditions shall not be construed or deemed to be a waiver of GPC Asia Pacific ’s rights under these terms and conditions.

 

 

Last Updated February 2016