Laws are like sausages. It is better not to see them being made. --Otto Von Bismarck

The Legal Stuff


Zoro Standard Sales Terms and Conditions

Updated: July 24, 2014

Sales Policy


1. Prices.

Prices listed are wholesale, do not include shipping, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions.


2. Sales Tax.

Zoro charges sales tax on shipments made to the following states: California, Connecticut, District of Columbia, Illinois, Kentucky, Maryland, Massachusetts, Mississippi, Missouri, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and Wisconsin.


3. Payment and Credit Terms.

Zoro accepts cash, company checks, Visa, MasterCard, Discover, American Express and PayPal. For customers with established Zoro credit, payment terms are net thirty (30) days from the date of shipment or pick‑up. All credit extended by Zoro to customer, and the limits of such credit, is at Zoro’s sole discretion, and may be reduced or revoked by Zoro at any time, for any reason. Zoro reserves the right to charge a convenience fee for late payments. Zoro further reserves the right to charge customer a late payment fee at the rate of one and one‑half percent (1‑1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such lesser amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. All payments must be made in U.S. dollars. Zoro shall have the right of set‑off and deduction for any sums owed by customer to Zoro.

If customer fails to make payment within thirty (30) days of shipment or pick‑up, or fails to comply with Zoro’s credit terms, or fails to supply adequate assurance of full performance to Zoro within a reasonable time after requested by Zoro (such time as specified in Zoro’s request), Zoro may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order.

Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from Zoro
will be jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.

Security Interest.
Customer hereby grants to Zoro a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Zoro. Customer agrees to file, and it permits and authorizes Zoro to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Zoro’s lien or security interest.

Credit Balance.
Customer agrees that any credit balance(s) issued by Zoro will be applied to customer’s account within one (1) year of its issuance.
IF CUSTOMER HAS NOT APPLIED FOR OR REQUESTED THE CREDIT WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE(S) WILL BE SUBJECT TO CANCELLATION, AND ZORO SHALL HAVE NO FURTHER LIABILITY.


4. Zoro reserves the right to accept or reject any order.


5. Note to Federal Customers:

Zoro products are not offered through a GSA scheduled contract.


6. All items are sold for domestic consumption in the United States.

If exported, purchaser assumes full responsibility for compliance with US export controls.



Shipping Policy

A $5 shipping and handling fee is charged on orders totaling less than $50 before tax and shipped to one address within the continental United States. No shipping and handling is charged to customers for standard ground delivery on orders of $50 or more before tax.

UPS is our primary parcel carrier and we use a variety of carriers for LTL shipments.

Title and risk of loss pass to customer upon tender of shipment to carrier.


Shipping Policy Exceptions

Not all products qualify for the above Shipping Policy. Additionally, standard shipping rates will apply for all orders to Alaska and Hawaii. Any charges incurred for hazardous materials or other special handling by the carrier must be paid by the customer. Fuel surcharges may be applied.

Zoro only accepts orders for shipments within the continental US, Alaska and Hawaii. Orders to international destinations will not be processed. Zoro does not ship to PO Box addresses. For shipments within Canada, please shop at zorocanada.com.


International Shipping with MyUS.com

If you need to have an order shipped internationally we have partnered with a third party vendor MyUS.com to offer convenient, fast international shipping to more than 225 countries for our customers. MyUS.com members receive deeply discounted shipping rates, exceptional customer service, 24/7 online access to their account, and access to other services. MyUS.com allows you the ability to consolidate packages, which saves you even more on international shipping.

MyUS.com provides specialized international package exporting and consolidation services from their Sarasota, FL facility to your international address.

Go to myus.com to get a MyUS.com account.

Note: Use MyUS.com’s Personal Shopper service to make a purchase from Zoro. MyUS.com accepts cards with international billing addresses as well as those issued by non‑U.S. financial institutions. They also accept wire transfers and will make the purchase on your behalf.


Expedited Shipping Rules

To qualify for expedited shipping, Zoro must receive your order before 3pm (CT) Monday–Friday. Zoro does not offer Saturday delivery. All expedited orders must weigh less than 150 lbs, and not contain any hazardous materials. Expedited orders only ship on business days; any orders placed on Saturdays/Sundays/Holidays will be processed on the next business day. If you have any questions please call our customer service department at 855‑BUY‑ZORO (855‑289‑9676).


3rd Party Shipping

Third party items are indicated with an    icon.

Third party items ship directly from the manufacturer and usually will be shipped within 2 weeks. Expedited shipping is NOT available for third party items.

A confirmation email with tracking information will be sent when your items ship.




Return Policy, Limited Warranty and Limitation of Liability


1. 30‑Day Satisfaction Guarantee

If you are not satisfied for any reason products may be returned within 30 days of shipment for a full credit or exchange (provided the product is undamaged). Return documentation should clearly specify credit or exchange.

Returned items must be in the original packaging.

All returns must include a return authorization (RA) number that can be obtained by contacting Zoro’ Customer Service Department at 855‑BUY‑ZORO (855‑289‑9676). Our customer service hours are Monday through Friday from 7am to 7pm (CT) and Saturdays from 7am to 3:30pm (CT).

Include a copy of the original order confirmation or packing slip with your RA paperwork as proof of purchase.

Returns received at Zoro without a RA number may be assessed a 15% restocking (processing) fee that will be deducted from any credit due.


2. Business Customers’ Limited Warranty

Zoro warrants any product purchased for use in business or resale against defects in workmanship or materials under normal use for a period of one year from the date of purchase. Any product determined by Zoro to be defective in material or workmanship and returned to Zoro shipping costs prepaid will, at Zoro option, be repaired or replaced or the purchase price refunded.


3. Warranty Disclaimer and Limitation of Liability

DISCLAIMER AND LIMITATIONS.
ALL OTHER WARRANTIES TO ANY BUSINESS CUSTOMER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ARE SPECIFICALLY DISCLAIMED, EXCEPT WHERE PROHIBITED BY STATE LAW. 

LIMITATION OF LIABILITY.
ZORO EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. ZORO’ LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.


4. Manufacturer’s Warranty.

For information on a specific manufacturer’s warranty, please contact Zoro at 855‑BUY‑ZORO (855‑289‑9676).


5. Product Compliance and Suitability.

Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Zoro does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Zoro accept responsibility for construction, installation and/or use of a product. It is customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.


6. Cross‑Reference Information.

Product cross‑reference comparisons do not imply that products are available or perfectly comparable. CROSS‑REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross‑referenced product specifications prior to purchase and use to determine suitability of the product for customer’s intended use.



Product Information


1. Catalog/Website Information. 

Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to any Zoro catalog, literature or websites does not constitute the right to purchase products. Zoro reserves the right to revise publishing errors in its catalogs or any of its websites.

Despite our efforts, occasional pricing errors may occur in the Zoro catalogs and websites. Zoro reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from Zoro.


2. Product Substitution.

Products (and country of origin) may be substituted and may not be identical to catalog or website published descriptions and/or images.


3. Occupational Safety and Health Administration (“OSHA”) Hazardous Substance.

Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are prepared and supplied by the manufacturers. ZORO MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.


4. California Proposition 65.

The State of California requires that certain warnings be given concerning products subject to Proposition 65. For products denoted with a  symbol the following warnings apply:

  • Both Cancer and Reproductive Harm
     California Proposition 65
    Warning: This product contains a chemical known to the State of California to cause cancer.
    Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm.

  • Only Cancer Warning
     California Proposition 65
    Warning: This product contains a chemical known to the State of California to cause cancer.

  • Only Reproductive Harm Warning
     California Proposition 65
    Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm.

A complete list of Proposition 65 regulated chemicals is available by logging on to www.oehha.ca.gov.


5. MSDS.

MSDS information is available upon request by calling 855‑BUY‑ZORO (855‑289‑9676).


6. California, Louisiana, Maryland and Vermont Customers.

Regulations in CA, LA, MD and VT prohibit the introduction into commerce of any solder, flux, pipe, pipe or plumbing fitting, or fixture intended to convey or dispense water for human consumption that is not “lead free”. The maximum allowable lead content is 0.25 percent lead in wetted surfaces of pipes, pipe fittings, and plumbing fittings and fixtures, as determined by a weighted average. The maximum allowable lead content is 0.2 percent lead in solder and flux.


7. Product Compliance and Suitability.

Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Zoro does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Zoro accept responsibility for construction, installation and/or use of a product. It is customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.


8. Conflict Minerals Policy Statement

Introduction
As many supply chain participants and others have acknowledged publicly, the Dodd-Frank Act1 created a new expectation for product manufacturers, which may be far removed from the source of the raw minerals in their products.

Zoro is not a manufacturer. It distributes hundreds of thousands of branded and “value branded” products that are manufactured by thousands of other companies located around the world.

Zoro is committed to acting in a socially and environmentally responsible manner, to supporting the objectives of the Dodd-Frank Act, to meeting its customer commitments, and to supporting its customers’ businesses.

Because of the complexity of many supply chains, especially those of distributors like Zoro, and the lack of an established system for product manufacturers to track Conflict Minerals back to their source, the joint efforts over an extended period by many governments, industry groups, and companies will be required to make it possible to effectively trace Conflict Minerals back to their source.

This document sets forth the policy of Zoro regarding Conflict Minerals.

Overview
As a responsible company, Zoro supports the goal of the Dodd-Frank Act of preventing armed groups in the Democratic Republic of the Congo and adjoining countries from benefitting from the sourcing of Conflict Minerals from that region.

As a distributor of hundreds of thousands of branded and “value branded” products manufactured by thousands of other companies located around the world, Zoro is invariably many levels away from the beginning of the supply chain for the products it distributes.

This Policy shows Zoro’s commitment and its expectations for the manufacturers of products Zoro distributes regarding actions to address Conflict Minerals.

OUR COMMITMENT:
Not continue to source any product that contains Conflict Minerals if Zoro determines the product is not DRC Conflict Free and the manufacturer fails to implement reasonable steps to transition to DRC Conflict Free sources.2



  • 1 On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law. The Dodd-Frank Act and related 2012 U.S. Securities and Exchange Commission rules require certain companies to disclose whether the products they manufacture or contract to manufacture contain Conflict Minerals necessary for the production or the functionality of the products that are sourced from mines in the Democratic Republic of the Congo or adjoining countries. Conflict Minerals are tantalum, tin, tungsten and gold.
  • 2 Products are “DRC Conflict Free” if they contain only Conflict Minerals that did not originate in the DRC or an adjoining country, are from recycled or scrap sources, or have not benefitted the armed groups identified as perpetrators of the abuses that are the subject of the Dodd-Frank Act.


Commitment to Responsible Sourcing
Zoro distributes hundreds of thousands of branded and “value branded” products that are manufactured by thousands of other companies located around the world.

Zoro supports the humanitarian goals of the Dodd-Frank Act and encourages manufacturers of the products distributed by Zoro to adopt that same policy for their businesses.

As a distributor of products manufactured by other companies, Zoro does not directly purchase any raw Conflict Minerals from any source and is many levels removed from the mines, smelters, and refiners that produce the metals used in the products distributed by Zoro.

The supply chain for Conflict Minerals is complex and lacks an established structure for manufacturers to trace the minerals in the finished goods distributed by Zoro back to their source.


Zoro’s Expectations for Manufacturers
Zoro has the following expectations for the manufacturers of products Zoro distributes:

  • Manufacturers should develop Conflict Minerals policies, due diligence frameworks, and management systems that are designed to prevent Conflict Minerals that are not DRC Conflict Free from being included in the products distributed by Zoro; and
  • Manufacturers are expected to source Conflict Minerals only from sources that are DRC Conflict Free.

In doing so, manufacturers are expected to:

  • implement and communicate to their personnel and suppliers policies that are consistent with this Policy, and require their direct and indirect suppliers to do the same;
  • put in place procedures for the traceability of Conflict Minerals, working with their direct and indirect suppliers as applicable;
  • use reasonable efforts to source Conflict Minerals from smelters and refiners validated as being DRC Conflict Free, and require their direct and indirect suppliers to do the same;
  • provide information, in a timely manner, concerning whether the manufacturer has concluded or has a reasonable basis to believe that products distributed by Zoro are not DRC Conflict Free;
  • maintain reviewable business records supporting the source of Conflict Minerals; and
  • respond to requests for information concerning the origin of Conflict Minerals included in products distributed by Zoro, which Zoro shall be entitled to use or disclose in satisfying any legal or regulatory requirements or in any customer or marketing communications.

Manufacturers also are encouraged to support industry efforts to enhance traceability and responsible practices in Conflict Minerals supply chains.


Consequences of Manufacturer Non-Compliance
Zoro reserves the right to evaluate the extent to which a manufacturer has failed to take adequate steps to manufacture DRC Conflict Free products.

In the event Zoro determines that a manufacturer’s Conflict Minerals efforts have been deficient Zoro may discontinue distribution of the manufacturer’s products.


Reporting Mechanism and Inquiries:
Reports and inquiries regarding this Policy can be made as follows:

Reports concerning matters relating to this Policy can be made anonymously and will be kept confidential to the fullest extent practicable and allowed by law.

We will not take any retaliatory action against anyone making a report in good faith.

Manufacturers are encouraged to contact conflictminerals@zoro.com if they wish to seek guidance on the application of this Policy.


Conclusion
Zoro fully understands the importance of this issue to its customers and is committed to supply chain initiatives and overall corporate social responsibility and sustainability efforts that work towards a DRC Conflict Free supply chain.



General Terms


1. Intellectual Property.

Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by Zoro, or any trademarks or service marks owned by suppliers to Zoro. All materials contained on the www.zoro.com website are subject to the ownership rights of Zoro and its suppliers. Customer shall have no right to copy or use any of the intellectual property of Zoro or its suppliers without Zoro’s permission.


2. Force Majeure.

Zoro shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Zoro in the conduct of its business.


3. Assignment.

Customer shall not assign any order, or any interest therein, without the prior written consent of Zoro. Any actual or attempted assignment without Zoro’s prior written consent shall entitle Zoro to cancel such order upon notice to customer.


4. No Third Party Benefit.

The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.


5. Waiver, Choice of Law and Venue.

The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non‑performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Illinois, excluding its conflict of law rules, and venue shall either be in the state courts in Lake County, Illinois or the federal courts for the Northern District of Illinois.


6. Severability.

If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.


7. Modification of Terms.

Zoro’s acceptance of any order is subject to customer’s assent to all of the terms and conditions set forth herein. Customer’s assent to these terms and conditions shall be presumed from customer’s receipt of Zoro’s acknowledgment, or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of Zoro’s terms and conditions by customer shall be binding upon Zoro, unless agreed to in writing by an authorized representative of Zoro. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Zoro’s acknowledgment, Zoro’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by Zoro of any of the terms and conditions contained herein or in Zoro’s acknowledgment.


8. Complete Agreement.

The terms and conditions in: (i) Zoro’s forms, (ii) acknowledgments, (iii) quotations, (iv) invoices, (v) websites, (vi) catalogs are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and Zoro.



Zoro Website Terms of Access

Updated: July 24, 2014

Please review these Terms of Access. All access to and use of this site and all websites (including mobile websites), applications, or other services on which these terms reside (collectively the “Zoro Property”), and the features at this Zoro Property, are subject to these Terms of Access (“Terms”). The Zoro Property is owned or controlled by Zoro Tools, Inc. and its parent company, subsidiaries, division, affiliates, and brands (“collectively Zoro”). By accessing this Zoro Property in any way, including, without limitation, browsing this Zoro Property, using any information, and/or submitting information to Zoro, you agree to and are bound by the terms, conditions, policies and notices contained here (the “Terms”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of Illinois law.

From time to time we may update this Zoro Property and these Terms. Your use of this Zoro Property after we post any changes to these Terms constitutes your agreement to those changes. You agree to review these Terms periodically to ensure that you are familiar with the most recent version. Zoro may, in its sole discretion, and at any time, discontinue this Zoro Property or any part thereof, with or without notice, or may prevent your use of this Zoro Property with or without notice to you. You agree that you do not have any rights in this Zoro Property and that Zoro will have no liability to you if this Zoro Property is discontinued or your ability to access the Zoro Property or any content you may have posted on the Zoro Property is terminated.

By accessing or linking to this Zoro Property, you assume the risk that the information on this Zoro Property may be incomplete, inaccurate, out of date or may not meet your needs and requirements. We may add, change, discontinue, remove or suspend any of the information, features and other content included in this Zoro Property at any time, without notice and without liability.

All information provided on this Zoro Property is subject to change without notice. While efforts have been made to make this Zoro Property helpful and accurate, due to the open nature of this Zoro Property, and the potential for errors in the storage and transmission of digital information, Zoro does not warrant the accuracy of information obtained from this Zoro Property.



Access and Use of Zoro Property

Access to this Zoro Property is limited to viewing the linked pages solely for legitimate business purposes, and subject to these Terms. Any access or attempt to access other areas of any Zoro computer system or other information contained on the system for any purposes is strictly prohibited.



Zoro Content

Content on this Zoro Property that is provided by Zoro or its licensors, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, and the compilation of the foregoing (“Zoro Content”) is the property of Zoro and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.

You agree not to download, display or use any Zoro Content located on the Zoro Property for use in any publications, in public performances, on websites other than this Zoro Property for any unpermitted commercial purpose, in connection with products or services that are not those of Zoro, in any other manner that is likely to cause confusion, that disparages or discredits Zoro and/or its licensors, that dilutes the strength of Zoro’s or its licensors’ intellectual property, or that otherwise infringes Zoro’s or its licensors’ intellectual property rights (including through use of screen scraping, web harvesting, data extraction, or similar software or technologies). You further agree to in no other way misuse any Zoro Content or User Content that appears on this Zoro Property.



Use of the Zoro Property and Posting Policy

The following requirements apply to your use the Zoro Property: (a) you will not use any electronic communication feature of the Zoro Property for any purpose that is unlawful, tortuous, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Zoro Property for any commercial transactions that are unrelated to the purposes for which the Zoro Property was provided; (e) you will not upload, post, email, or otherwise transmit on interactive features intended for the general public any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.

From time to time on certain areas of the Zoro Property you may be able to submit reviews and certain other materials ("User Content"). By using these features, you agree that you will not post any content that is unlawful, harmful, tortuous, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by Zoro; that you will not post any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential; that you will not impersonate any person or organization, including without limitation, the personnel of Zoro, or misrepresent an affiliation with another person or organization; you will not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the Zoro Property, or feature of the Zoro Property. You further understand and agree that you have no ownership rights in any account you may have with us or other access to the Zoro Property or features therein. Zoro may cancel your account and delete all User Content associated with your account at any time, and without notice, if Zoro deems that you have violated these Terms, the law, or for any other reason. Zoro assumes no liability for any information removed from our Zoro Property, and reserves the right to permanently restrict access to the Zoro Property or a user account.

By displaying, publishing, or otherwise posting any User Content on or through the Zoro Property, you hereby grant to Zoro a limited, non‑exclusive, sub‑licensable, worldwide, fully‑paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any User Content, as well as the right to sublicense User Content to third parties, including other users, for use on other media or platforms known or hereinafter developed. You continue to retain all ownership rights in your User Content, and you continue to have the right to use your User Content in any way you choose, subject to these Terms and the license described herein. You represent and warrant that you own the content submitted, displayed, published or posted by you on the Zoro Property and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity. Notwithstanding the foregoing, you acknowledge that your User Content may contain concepts, ideas, materials, proposals, suggestions and the like relating to Zoro or our initiatives (your "Ideas"). With respect to Ideas you acknowledge that: (a) Zoro receives numerous submissions from many parties and/or may have independently developed and/or considered similar Ideas, and that Zoro’s review of the Ideas is not an admission of novelty, priority or originality; and (b) Zoro’s use of any similar Ideas, whether based on your User Content, provided to Zoro by third parties, or independently developed or considered by Zoro, shall be without obligation to you.



Indemnification

You agree to indemnify and hold Zoro, its parents, subsidiaries, officers, employees, and website contractors and each of their officers, employees and agents harmless from any claims, damages and expenses, including reasonable attorneys’ fees and costs, related to your violation of these Terms, including the Posting Policy, or which arises from the use of User Content you submitted, posted, or otherwise provided to Zoro or this Zoro Property.



Representations and Limitations of Liability

Zoro makes no representations about the reliability of the features of this Zoro Property, the Content, User Content, or any other Zoro Property feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. Zoro makes no representations regarding the amount of time that any Content or User Content will be preserved.

Zoro does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Zoro without the prior review and written approval of Zoro.

THIS SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THIS SITE OR ANY INFORMATION OR SOFTWARE THEREIN. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ZORO BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THIS SITE, NOR SHALL ZORO BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND ZORO’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL ZORO OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, EVEN IF ZORO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.



Cross Reference Information

Product cross‑reference comparisons do not imply that all products compared are available, or in the case of functional equivalency, that performance and other characteristics are fully comparable. Please review specifications prior to purchase.



Hypertext Links

This Zoro Property may be linked to other sites which are not maintained by Zoro. Zoro is not responsible for the content of or Privacy or other policies governing those sites. The inclusion of any link to such sites does not imply endorsement, sponsorship, or recommendation by Zoro of the linked sites. Zoro disclaims any liability for links: (i) from another site to the Zoro Property and (ii) to another site from the Zoro Property.



Miscellaneous

These Terms will be governed by and construed in accordance with the internal laws of Illinois without regard to conflicts of laws principles. By using this site, you hereby agree that any and all disputes regarding these Terms will be subject to the courts located in Lake County, Illinois. These Terms operate to the fullest extent permissible by law. Accessing materials on this Zoro Property by certain persons in certain countries may not be lawful, and Zoro makes no representation that materials on this Zoro Property are appropriate or available for use in locations outside the United States. If you choose to access this Zoro Property from outside the United States, you do so at your own risk and initiative, and are responsible for compliance with any applicable local laws.

On certain areas of our Zoro Property, you may be given the ability to provide us with personally identifiable information. Please read our Privacy Policy for more information about our information collection and use practices, which Policy applies to information you submit on this Zoro Property, and you hereby agree to the terms of that Policy.

If Zoro fails to act with respect to your breach or anyone else’s breach on any occasion, Zoro is not waiving its right to act with respect to future or similar breaches.

If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions.

These Terms constitute a binding agreement between you and Zoro, and is accepted by you upon your use of the Zoro Property. These Terms constitute the entire agreement between you and Zoro regarding the use of the Zoro Property. By using the Zoro Property you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms.

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