Gates web shop – Terms of Use

These terms of use (the “Terms of Use”) between you and Gates Industrial Europe S.à r.l. (herein referred to “us”, “we” or the “Gates”) govern your access to and use of the [web shop] (the “Web Shop”). In these Terms of Use, the person accepting these Terms of Use in order to access and use the Web Shop, either on its own behalf or on behalf of the party contracting with the Gates is referred to as “you”, “your” or the “Client”). 

By accepting these Terms of Use, you agree to be bound by and abide by its terms and conditions. Your use of the Web Shop indicates your continued acceptance of these Terms of Use. You agree that the electronic acceptance of these Terms of Use is intended to have the same force and effects as if these Terms of Use were physically signed.  

1. Legal notices  

The owner of the Web Shop and the provider of the service is Gates: Gates Industrial Europe S.à. r.l., a “société à responsabilité limtée” incorporated and existing under the laws of Luxembourg, registered with the Luxembourg trade and companies register under number B51028, and having its registered office at 33, Rue de Gasperich, 5826 Hesperange, Grand Duchy of Luxembourg.  

The Web Shop is hosted on the servers located in US-East-Virginia and Ireland.  

The Web Shop is dedicated to B2B (business-to-business) only. No B2C (business-to consumer) sales shall be performed via the Web Shop.

2. Technical prerequisites

To be able to navigate on the Web Shop, you must have at your disposal Equipment which is compatible as well as a working internet connection. You are responsible of the Equipment and the internet connection.

“Equipment” means all hardware, computer, communication and network equipment, intranet, internet connections, central processing units, servers, software, placed under your full responsibility.

3. Access to the Web Shop

The Web Shop is an internet-based hosted Web Shop designed to enable you to purchase Gates products, request pricing and availability of products, search and download invoices, view your order history and read & download content and documents about Gates and its products. 

You have been added to the Web Shop as a user and have been assigned a username and password.  

You undertake to inform without undue delay Gates of any change in the information you provided to Gates as part of your registration as an authorized user of the Web Shop on your own behalf or on behalf of the Client.

Gates shall not be obliged to verify the validity of the account of the authorized users. It is solely the responsibility of the Client to cancel the access of the users that are no longer authorized to make purchases via the Web Shop.  

It is your responsibility to keep the passwords and all the access data to your account a secret, preventing others from accessing it.

The Web Shop may contain one or more hyperlinks to third-party websites and services. We are not responsible for information gathered from, or the use of, any of these third-party website and services.

You agree to access and use the Web Shop in compliance with all applicable laws. You agree not to upload or transmit through the Web Shop any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or any part of an IT infrastructure. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to the Web Shop is strictly prohibited. We reserve all rights and remedies available to us. 

You agree to indemnify, release and hold us harmless as well as our officers, directors, agents, representatives and employees from any claim, liability, loss, expense or demand, including legal fees, related to your violation of these Terms of Use or your access or use of the Web Shop (including any information, materials, products or services available through the Web Shop).

4. Acceptance of our Standard Terms and Conditions of Sale

Unless otherwise stipulated, any purchases you make on the Web Shop is governed by (i) these Terms of Use and (ii) our standard terms and conditions of sale (the “Terms of Sale”) which apply to your region or territory. By making a purchase on the Web Shop your expressly agree to be bound by the Terms of Sale. These Terms of Use and the Terms of Sale concurrently apply to any purchase you made on the Web Shop and, in the event of any discrepancy or inconsistency between these Terms of Use and the Terms of Sale, the Terms of Use shall prevail. 

5. Confidentiality 

“Confidential Information” means all non-public and proprietary information accessed by or disclosed to you when using the Web Shop, including but not limited to your username, your legal name, your password, email address, any document or service relating to our products, offers and pricing.  

All Confidential Information obtained by you when accessing and using the Web Shop is to be held in strictest confidence and not to be disclosed to any other person or third party unless you obtained the prior, written and explicit consent of Gates for such disclosure.

You hereby explicitly acknowledge that you shall be fully and solely responsible for any damages arising from a breach of your confidentiality obligations under these Terms of Use.  

Your obligation of confidentiality under these Terms of Use shall survive the term of your contractual relationship with Gates for a period of at least 5 years. 

6. Security

The Web Shop is secured in accordance with the market practice security measures which include but are not limited to password encryption, multi factor authentication, SSL Certificates, web application firewalls, and regular security audits.  

Although the Web Shop provides a high level of protection, total security cannot be guaranteed. We do not guarantee that the Web Shop will be secure or free from bugs or viruses. You are responsible for configuring the electronic devices you are using to access the Web Shop. You shall be fully and solely liable for any misuse of the Web Shop as well as knowingly introducing viruses or any other kind of malicious material that could be harmful for the Web Shop. In no event will Gates be liable to you for any breach of security arising from a breach of your obligations, including your confidentiality obligations, under these Terms of Use. 

7. Liability

You recognise and accept that the Web Shop is put online and can be used “as is”, with the result that Gates, as well as its sub-contractors or any third party contractually linked to Gates, declines any explicit or implicit guarantee, including, and without limitation, any guarantee against hidden defects or guarantee that the use of the Web Shop will be fit for specific purposes, secured, rapid, without interruption, without error or without infection by virus taking into account the constraints inherent in making available a Web Shop connected to internet. 

Gates may not be held liable in any circumstances for any direct, indirect or consequential loss or damage, whether in contract or in tort, direct or indirect, arising under or in connection with these Terms of Use and your use of the Web Shop where you failed to comply with your obligations under these Terms of Use or applicable laws. We may not be held liable for any infringement of third party’s rights, loss of profits, sales, business, revenue, business interruption, loss of business opportunity, goodwill or reputation or any indirect or consequential loss or damage that you incurred.    

Gates has taken all reasonable efforts to ensure that the information available on the Web Shop is correct at the time of publication but Gates makes no representation or warranties, express or implied, as to the quality, accuracy and completeness of the information on the Web Shop, and Gates assumes no liability with respect to any direct, indirect or consequential loss or damage arising in connection with any inaccurate or incomplete information contained on the Web Shop. 

The warranties we give you in these Terms of Use are limited warranties and are the only given warranties. Gates does not give, and the Client hereby expressly waives, all other warranties of merchantability and fitness for a particular purpose.

8. Intellectual property

Gates is and remains the sole owner and/or authorized user of any Intellectual Property Rights on, without limitation, (i) all Gates’s trademarks appearing on the Web Shop, (ii) the graphical user interface of the Web Shop, (iii) all software used in or in connection with the Web Shop, and (iv) any document, picture, video, text, graphic, illustration, sound recording or other material that may be protected by an Intellectual Property Right, regardless of whether it is already the case or not.

You understand and agree that your use of the Web Shop does not grant you any right in Gates’s Intellectual Property Rights and that any use of Gates’s Intellectual Property Rights without Gates’ written prior consent may expose you to sanctions including but not limited to the termination of your access to the Web Shop as well as legal actions (which may include the payment of damages to Gates) for the infringement of its Intellectual Property Rights.

Except with our prior written consent, you are also prohibited without reserve, in any manner or on any medium, in full or in part, from:

• modifying, copying, translating, adapting, reproducing, distributing, disseminating, transferring or creating a derivative work on the basis of any element of the Web Shop and its contents;

• creating internet links to or from the Web Shop, or from producing frames or “mirror” sites containing all or part of the Web Shop, even for exclusively internal purposes;

• disassembling, reverse engineering or decompiling the Web Shop or all or part of the contents, or merely from accessing it and using it for the purposes of (a) creating a competing product or service, (b) creating a product or a service using ideas, characteristics, functions or graphics of the Web Shop.

“Intellectual Property Rights” means, without geographic limitation, (i) patents and patent applications; (ii) trademarks (registered and unregistered), trade names, logos, and corporate names, including any goodwill associated therewith, and the rights to apply for any such rights; (iii) copyrights and authors rights (registered and unregistered), and all applications, registrations and renewals in connection therewith; (iv) trade secrets and confidential or proprietary business information (including research and development, know-how, formulas, manufacturing and production processes and techniques, technical data, databases, computer programs, and designs); (v) internet domain names; and (vi) any other proprietary intellectual property rights under applicable law, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

9. Data Protection and use of cookies

As data controller, Gates collects, stores and processes any personal data you supplied or that was created in connection with the use of the Web Shop in accordance with the Data Protection Laws and the Web Shop privacy notice (the “Privacy Notice”).

The Web Shop also uses cookies, beacons or pixels (collectively referred to as “Cookies”) to collect and process certain of your information (e.g. browser used, IP address, geolocation…etc.). The Cookies are used by Gates in accordance with its cookie policy (the “Cookie Policy”).

By accessing the Web Shop, you acknowledge having been provided with, having read and understood the Privacy Notice and the Cookie Policy.  

“Data Protection Laws” means the provisions of (i) EU Regulation no. 2016/679 of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”) and (ii) any other data protection law applicable in the Grand Duchy of Luxembourg (including, but not limited to, the law of August 1, 2018 on the organization of the National Commission for Data Protection and the general regime on data protection, as may be amended or replaced).

10. Unilateral right of modification

Gates reserves the right to modify unilaterally, at any time, all or part of the Web Shop, in particular in case of technical, legal or case-law developments, or during the implementation of new services. Gates may, for example, modify the visuals, graphic charts and other elements and/or contents of the Web Shop at its sole discretion.  

Gates reserves the right to modify unilaterally at any time these Terms of Use. In such case, Gates will always notify you such changes by requesting your acknowledgment of reading and understanding of such changes before you may continue accessing and using the Web Shop.  

11. Termination and access restriction

Gates reserves the right, in its absolute discretion and at any point of time, to refuse or deny you access to the Web Shop if you fail to comply with your obligations under these Terms of Use or applicable laws. 

Upon termination of your access to the Web Shop for whatever reason, you agree to immediately destroy any document or item you may have downloaded from the Web Shop.  

12. Support

Gates support is available via email for any issues related to accessing or using the Web Shop. You can find the support team’s email address in the “Contact Us” section located in the footer, as well as through the “Contact CX Team” link in the Quick Links section. 

13. Assignment

The Client shall not assign these Terms of Use, any portion thereof, any rights or obligations to any third-party without the prior written consent of Gates.  

The Client acknowledges and accepts that Gates may assign its rights and obligations under these Terms of Use to any affiliate or third-party without its prior consent. Gates will use reasonable efforts to inform the Client of such assignment. 

14. Force majeure  

Gates shall not be held in breach of any of its contractual obligations under these Terms of Use provided it has been prevented from performing the said contractual obligation(s) by any irresistible and exceptional condition or event beyond its reasonable control (including but not limited to power outages, third party technical malfunctions, epidemic, pandemic, quarantine, riots, war, acts of terrorism, fire, flood, storm, or earthquake and any disaster). 

Should any such force majeure event occur and prevent Gates from performing in whole or in part its contractual obligations or may reasonably affect the future performance of its contractual obligations, Gates shall (i) inform the Client of said force majeure event, and (ii) take steps and actions to mitigate the consequences and/or effects resulting from the latter.

In any case, each party shall bear the costs and expenses it has incurred from the start of the force majeure event until the end of the latter. 

15. No waiver 

No failure or delay of a party to exercise any right or remedy under these Terms of Use shall be considered, or operate as, a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

16. Entire agreement   

Without prejudice to other agreements governing entered into or agreed by the parties (such as the Terms of Sale for the sale of goods or services from the Web Shop) or applicable laws, these Terms of Use contain the entire understanding of the parties in relation to the access and use of the Web Shop and supersedes all prior agreements with respect hereto between the parties.

17. Severability   

If one or more of the provisions of these Terms of Use is or becomes invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected and any invalid provision shall be deemed to be severable. 

18. Language, governing law and jurisdiction  

These Terms of Use are drawn up in English, French, Spanish, Italian, Polish, Turkish and in German - which are the languages chosen and used by the parties in their contractual relations. In the event of any contradiction or inconsistency, the English version of these Terms of Use shall always prevail. 

Any dispute arising in connection with the execution, the interpretation, the execution or the termination of these Terms of Use will be subject to Luxembourg laws and to the exclusive jurisdiction of the courts of the city of Luxembourg, Grand Duchy of Luxembourg.