Terms of service

Terms and Conditions of SERVICES

THESE TERMS AND CONDITIONS OF SERVICES CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

BY USING THE SERVICES PROVIDED THROUGH THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER USING THE SERVICES PROVIDED ON THIS WEBSITE ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT USE THE SERVICES PROVIDED THROUGH THIS WEBSITE TO ORDER OR OBTAIN PRODUCTS OR SERVICES IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH GCO, LLC, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.

1. These terms and conditions (these “Terms”) apply to the order processing services provided by GCO, LLC (referred to as “us”, “we”, or “our” as the context may require) through ICv2.com (the “Site”). These Terms are subject to change by us without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to using our services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes. These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before using our services provided through this Site (see Section 9).

2. Order Acceptance and Cancellation. You agree that by using our services through this Site, you are requesting that we submit an offer to a third-party supplier (each, a “Third-Party Supplier”) on your behalf to buy all products submitted in your order request (the “Order”). All Orders must be accepted by the applicable Third-Party Supplier of such products in its sole discretion, or we will not be obligated to provide our services to you. Our Third-Party Suppliers may choose not to accept your Order in its sole discretion, even after you receive a confirmation email with your Order number and details of the items you have ordered.

3. Prices and Payment Terms.

(a) All prices, discounts, and promotions posted on this Site are subject to change without notice. The price included in the offer we submit to our Third-Party Supplier on your behalf will be the price advertised on this Site at the time the Order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your Order confirmation email. Price increases will only apply to Orders placed after the time of the increase. We strive to display accurate price information received from our Third-Party Suppliers, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability or our Third-Party Suppliers may increase the price of certain products without notice to us. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any Orders arising from such occurrences.

(b) Posted prices do not include taxes or charges for shipping and handling. You agree to pay all applicable taxes unless you have provided us with an exemption resale certificate in the appropriate form for the jurisdiction of your place of business and any jurisdiction to which the products are to be directly shipped hereunder, or unless the sale is otherwise exempt from these taxes. You agree to indemnify and hold us and our Third-Party Suppliers harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on your invoice. You must have a state sales tax exemption certificate on file with us to avoid sales tax charges. If you are using a restricted sales tax exemption certificate (per purchase order), you must submit a confirming purchase order referencing the state sales tax exemption number for all Orders exempt from sales tax.

(c) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an Order by any of our Third-Party Suppliers. We accept approved credit and debit cards for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on this Site at the time of your Order.

4. Shipments; Delivery; Title and Risk of Loss. All products that are purchased pursuant to Orders that are duly accepted by our Third-Party Suppliers will be shipped directly from such Third-Party Supplier to the address provided in your Order. Title and risk of loss pass to you upon transfer of the products by the Third-Party Supplier to the carrier. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges unless otherwise specified in the applicable Order confirmation. We are not liable for any loss or delay in shipments.

5. Returns and Refunds.

(a) Returns. Except for any products designated on this Site as non-returnable, all requests for returns, refunds and/or replacements of products shall be in the sole discretion of the applicable Third-Party Supplier; provided, however, that no requests for returns or refunds for convenience will be accepted. All return, refund and/or replacement requests (including for undelivered shipments) must be submitted to our Returns Department by email to ICv2-Direct@ICv2.com within seven (7) days of delivery of such product(s). Our Returns Department will work directly with the Third-Party Supplier to seek a resolution to your request, which may require your submission of written evidence or other documentation as reasonably required to verify your purchase and the reasons for such request. You acknowledge and agree that we shall not be liable for any Third-Party Suppliers’ failure to issue a return, refund or replacement of any product. If your timely request for return or replacement of products is accepted by the applicable Third-Party Supplier, you shall ship such products directly to such Third-Party Supplier. You shall be responsible for all shipping and handling charges on returned items, unless otherwise specified by the Third-Party Supplier. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection. If your request is accepted by the applicable Third-Party Supplier, your refund will be credited back to the same payment method used to make the original purchase on the Site.

(b) YOU ACKNOWLEDGE AND AGREE THAT THE REMEDIES SET FORTH IN SECTION 5(a) ARE YOUR EXCLUSIVE REMEDIES FOR THE DELIVERY OF NONCONFORMING AND/OR EXCESS PRODUCTS, SUBJECT TO YOUR RIGHTS UNDER SECTION 6 WITH RESPECT TO ANY DEFECTIVE GOODS COVERED BY THE MANUFACTURER’S WARRANTY.

6. Manufacturer’s Warranty and Disclaimers.

(a) We do not own, manufacture, control, ship or deliver any of the products listed on our Site. The availability of any products listed on our Site does not indicate an affiliation with or endorsement of any product or manufacturer. Accordingly, we do not provide any warranties with respect to the products listed on our Site. However, the products listed on our Site may be covered by the manufacturer’s warranty. The disclaimers contained in this Section 6 do not apply to such warranties offered by the manufacturer of the products. To obtain warranty service for defective products, please follow the instructions included in the manufacturer’s warranty. To obtain a copy of the manufacturer’s warranty, if any, please submit a request to the Third-Party Supplier.

(b) WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AS TO THE PERFORMANCE OR OPERATION OF OUR SERVICES OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS MADE AVAILABLE TO YOU BY USING THIS SITE AND ALL SUCH PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT ALLOWED BY RELEVANT AND APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(c) SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

(d) YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

7. Limitation of Liability.

(a) WE HAVE BEEN GIVEN ASSURANCES OF PRODUCT SALABILITY, MERCHANTIBILITY, NON-INFRINGEMENTAND COMPLIANCE FROM THE MANUFACTURERS OR OTHER THIRD-PARTY SUPPLIERS OF THE PRODUCTS THAT MAY BE ORDERED THROUGH THE SITE. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

(b) OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU TO US THROUGH OUR SITE.

8. Products Not for Export. You represent and warrant that all Orders are intended for final delivery to locations within the US.

9. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, https://icv2.com/privacy, governs the processing of all personal data collected from you in connection with our services and your use of the Site.

10. Intellectual Property. You acknowledge and agree that GCO, LLC and its licensors are, and will remain, the sole and exclusive owners of all intellectual property rights in and to each product and service made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights, subject only to any limited license granted to you by the supplier of any products purchased using the services made available on this Site. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through this Site, or of any intellectual property rights relating to such products or services.

11. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing these Terms (except for any obligations to make payments to the other party hereunder), when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (each, a “Force Majeure Event”): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) inability to obtain products from suppliers due to product shortage; and (j) other similar events beyond the control of the Impacted Party. The Impacted Party shall give notice within three days of the Impacted Party’s knowledge of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue.

12. Governing Law and Jurisdiction. All matters arising out of, relating to, or in connection with these Terms are governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Wisconsin.

13. Waiver of Jury Trials and Binding Arbitration.

(a) YOU AND GCO, LLC ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM, RELATING TO, OR IN CONNECTION WITH, IN ANY WAY, OUR SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(b) The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced. Any arbitration proceeding brought under these Terms must be brought within the applicable statute of limitations period for such claim under Wisconsin law.

14. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms. We may at any time assign, transfer, delegate or subcontract any or all of its rights or obligations under these Terms without your prior written consent.

15. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of GCO, LLC.

16. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

17. Notices.

(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by email to ICv2-Direct@ICv2.com; or (ii) by personal delivery, overnight courier or registered or certified mail to GCO, LLC, 448 W. Washington Avenue, Madison, Wisconsin 53703. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective five business days after they are sent.

18. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

19. Entire Agreement. Our Order confirmation, these Terms our Website Terms of Use, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.