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Terms and Conditions

Effective Date: April 23, 2026
Last Updated: April 23, 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING A MANDATORY DISPUTE RESOLUTION PROVISION AND A CLASS ACTION WAIVER (SECTION 27), A LIMITATION OF LIABILITY (SECTION 22), AND DISCLAIMERS OF WARRANTIES (SECTION 21). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE OR PURCHASE ANY PRODUCT.

1. Agreement and Acceptance

These Terms and Conditions of Sale and Website Use (the “Terms”) are a binding contract between Cemera Parts Inc., a Florida corporation (“Cemera,” “we,” “our,” or “us”), and the business entity you represent (“Customer,” “you,” or “your”). By requesting an account, logging into the Site, submitting an order, or otherwise using any service offered at cemeraparts.com or any other domain operated by Cemera (collectively, the “Site”), you represent that (a) you are at least 18 years old and authorized to act on behalf of the business you represent, (b) you have read, understood, and agree to these Terms, and (c) the business you represent will be bound by these Terms.

These Terms apply in addition to, and do not replace, any separately signed distribution, supply, credit, or pricing agreement between you and Cemera. In the event of a conflict, the terms of a separately signed agreement will control to the extent of the conflict.

2. Defined Terms

  • “Account” means the business account approved by Cemera for access to the Site.
  • “Authorized User” means an individual employee, officer, or agent of Customer expressly authorized by Customer to access the Account.
  • “Manufacturer” means the original equipment or aftermarket manufacturer of a Product.
  • “Product” means any part, component, accessory, or other good offered for sale through the Site.
  • “Order” means a purchase request submitted through the Site, by email, by telephone, or through Cemera’s EDI/e-commerce integrations.
  • “Quote Request” means a request for pricing and availability submitted through the Site (including the cart, Quick Order, Cross Reference Lookup, and Request a Part features), by email, or by telephone.
  • “Quote” means Cemera’s written response to a Quote Request stating pricing and availability.

3. Business-to-Business Access Only

The Site is a private, business-to-business wholesale platform. Product availability, pricing, and checkout functions are gated and visible only to approved Accounts. Cemera does not sell to end consumers through the Site. If you are not an approved business customer, you are not authorized to view or act on pricing, inventory, or program information, even if inadvertently exposed to you.

4. Account Eligibility and Approval

To request an Account, you must submit a complete application that includes the legal name of the business, the state of organization, federal tax identification number (EIN), shipping and billing addresses, trade references (if credit terms are requested), and, where required by the shipping jurisdiction, a valid resale or exemption certificate. Cemera may request additional documentation, run credit checks, and decline applications at its sole discretion. Approval of an Account is not a commitment to extend credit, hold inventory, or offer any specific price or program. Cemera may revoke, suspend, or modify Account access at any time.

5. Account Security and Authorized Users

You are responsible for maintaining the confidentiality of all login credentials associated with your Account and for every action taken under your Account, whether or not authorized by you. You must (a) use strong, unique passwords; (b) enable multi-factor authentication where offered; (c) limit access to Authorized Users; (d) notify Cemera immediately at the address in Section 34 if you suspect unauthorized access or compromise; and (e) promptly remove Authorized Users who leave your business. Cemera may rely conclusively on instructions and orders submitted through your Account.

6. Changes to the Site, the Products, or These Terms

Cemera may update, modify, or discontinue any portion of the Site, the Products offered, or these Terms at any time. Material changes to these Terms will be posted on the Site with a new “Last Updated” date and, where practical, communicated to Account contacts. Your continued use of the Site or submission of new Orders after a change constitutes acceptance of the updated Terms. If you do not agree to a change, your sole remedy is to stop using the Site and, upon written notice, terminate any Order not yet accepted.

7. Orders; Offer and Acceptance

An Order submitted through the Site is an offer by Customer to purchase Products subject to these Terms. No Order is binding on Cemera until Cemera accepts it, either by shipping the Product, issuing a written order confirmation, or debiting a pre-authorized payment method for the accepted portion. Order acknowledgments, stock indicators, and “in cart” reservations are not acceptance and do not guarantee availability or price. Cemera may, in its sole discretion, accept, reject, cancel, modify, or partially fill any Order, including after an acknowledgment has been issued, for reasons including but not limited to inventory shortages, pricing errors, credit-hold status, suspected fraud, export restrictions, or termination of a Manufacturer program.

Quote Requests. A Quote Request is not an Order and is not an offer by Cemera to sell. Pricing and availability are confirmed only in Cemera’s Quote, and a Quote is valid only for the period stated on it. A listing on the Site, a cross-reference match, or a Product in your cart does not mean the Product is in stock. A Quote Request for a part number Cemera does not list asks Cemera to source that part, and Cemera will respond to let you know whether it can supply the part or an equivalent. Cemera may ask a requester who does not have an Account to apply for one before accepting an Order. An Order placed from a Quote is subject to these Terms.

8. Pricing

Prices displayed on the Site are quoted in U.S. dollars and are specific to your Account. Prices are exclusive of freight, handling, insurance, taxes, duties, environmental fees, core charges, and any other surcharges unless expressly stated. Cemera may change prices at any time without notice, and the price applicable to an Order is the price in effect at the time Cemera accepts the Order.

Where the Site shows pricing as pending or does not display a price, the price for a Product is the price stated in Cemera’s Quote while that Quote is valid, and the rest of this Section 8 applies to quoted prices.

Despite our efforts, a small number of Products on the Site may be mispriced. If the correct price of a Product is higher than the price displayed, Cemera may, at its discretion, contact you for instructions before shipping, cancel the affected Order, or ship the Product at the corrected price. Pricing, rebate, and program information displayed on the Site is confidential and is provided to you solely to support your business with Cemera; you may not disclose, export, or repurpose that information outside of your business.

9. Payment Terms and Credit

Unless written credit terms have been extended, all Orders are payable in full before shipment by an approved method, which may include credit card, ACH, or wire transfer. For Accounts with written credit terms, invoices are due in accordance with the terms stated on the invoice. Past-due balances accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and you agree to reimburse Cemera for all reasonable costs of collection, including attorneys’ fees and court costs.

Cemera may, at any time and without notice, place Orders on hold, require prepayment, reduce or revoke credit limits, or apply payments received to the oldest outstanding invoice. Customer’s right to offset or withhold payment is waived; all amounts owed are due in full without deduction.

10. Taxes, Duties, and Fees

Prices do not include sales, use, excise, value-added, GST/HST, environmental, or similar taxes, duties, or fees. You are responsible for all applicable taxes and charges except those based on Cemera’s net income. If you claim tax exemption, you must provide a current, valid exemption certificate before tax-exempt treatment will be applied; certificates are presumed to remain valid for twelve (12) months unless Customer notifies Cemera otherwise.

11. Shipping, Title, and Risk of Loss

Unless otherwise agreed in writing, all sales are FOB Origin (Shipping Point). Title and risk of loss pass to Customer when Cemera delivers the Products to the carrier. Customer is responsible for selecting appropriate carriers, insurance, and service levels; Cemera’s routing defaults are suggestions, not recommendations of adequacy. Freight charges displayed at checkout are estimates based on carrier tariffs and may be adjusted on the invoice to reflect actual charges.

Cemera targets shipment of in-stock Orders accepted before the daily cutoff within twenty-four (24) hours of acceptance, excluding weekends and holidays. Cutoff times, warehouse hours, and observed holidays are posted on the Site and may change. Ship-within commitments are targets, not guarantees, and do not create a time-is-of-the-essence obligation.

12. Delivery Timing and Carrier Delays

Transit times quoted on the Site or by carriers are estimates only. Cemera is not responsible for delays caused by carriers, customs, weather, labor disputes, equipment failure, force majeure events (Section 29), or other causes outside its reasonable control. No delay in delivery excuses Customer’s payment obligations.

13. Inspection, Shortages, and Shipping Damage

Customer must inspect each shipment upon receipt. Claims for shortages, mis-ships, or non-conforming Products must be submitted in writing to Cemera within five (5) business days after receipt of the shipment. Visible shipping damage must be noted on the carrier’s delivery receipt at the time of delivery and photographed; concealed damage claims must be submitted within five (5) business days of receipt. Failure to submit a timely claim waives the claim, and the Products will be deemed accepted.

14. Returns and RMAs

All returns require a Return Merchandise Authorization (RMA) issued by Cemera before the Product is shipped back. Unless otherwise agreed in writing:

  • RMAs must be requested within thirty (30) days of the invoice date.
  • Returned Products must be new, unused, uninstalled, in original manufacturer packaging, and in resalable condition.
  • A restocking fee of up to twenty-five percent (25%) applies to discretionary returns.
  • Freight for returned Products is Customer’s responsibility unless the return is due to Cemera’s error.
  • The following categories are non-returnable: electrical components, opened packages, special-order items, cut-to-length hose or tubing, obsolete/discontinued items, closeouts, hazardous materials, and any Product outside the standard return window.

Refunds for approved returns will be issued as a credit to the original payment method or as Account credit at Cemera’s discretion. Cores, where applicable, must be returned in accordance with the Manufacturer’s core policy and within the Manufacturer’s core return window.

15. Cancellations, Backorders, and Allocations

Customer may request cancellation of an Order only before Cemera has accepted or shipped it. Special-order, custom, and drop-ship Products are non-cancelable and non-returnable once the Order has been placed with the Manufacturer. In periods of Manufacturer shortage, allocation, or force majeure, Cemera may allocate available Products among its customers in a commercially reasonable manner, and Cemera will have no liability for allocation decisions.

16. Product Information, Images, and Cross-References

Product descriptions, specifications, dimensions, weights, photographs, illustrations, compatibility notes, fitment data, and OEM cross-references displayed on the Site are compiled from Manufacturer literature and third-party databases and are provided for reference only. Cemera does not warrant that such information is accurate, current, or complete, and reserves the right to correct errors at any time. Images are representative; actual Products may differ. Customer is solely responsible for verifying part number, fitment, and suitability for the intended application before ordering and before installation. Cross-reference matches to OEM part numbers do not imply endorsement, sponsorship, or certification by the OEM.

17. Product Warranties

Products are sold subject to the warranty, if any, extended by the Manufacturer. Cemera passes through to Customer the benefit of Manufacturer warranties to the extent permitted by the Manufacturer. Warranty claims must be processed in accordance with the applicable Manufacturer’s procedures and within the Manufacturer’s claim window. Cemera will reasonably assist with the administration of valid Manufacturer warranty claims but does not itself warrant the Products.

EXCEPT FOR THE LIMITED MANUFACTURER WARRANTIES PASSED THROUGH TO CUSTOMER, ALL PRODUCTS ARE SOLD “AS IS” AND “WITH ALL FAULTS.”

18. Installation, Fitment, and Safety

Products are industrial heavy-duty truck components intended for installation and service by qualified technicians in accordance with Manufacturer instructions and applicable federal, state, and local regulations (including, where applicable, FMVSS, DOT, EPA, and CARB requirements). Customer and its customers bear sole responsibility for proper selection, installation, maintenance, inspection, and use of Products. Cemera makes no representation that any Product is appropriate for any particular vehicle, application, jurisdiction, or use case, and any application advice provided by Cemera personnel is informal and does not shift responsibility to Cemera.

19. License to Use the Site

Subject to your compliance with these Terms, Cemera grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site solely for the purpose of reviewing Products, placing Orders, and managing your Account in the ordinary course of your business with Cemera. This license terminates automatically upon termination of your Account or breach of these Terms. No other rights are granted by implication, estoppel, or otherwise.

20. Acceptable Use

You agree that you will not, and will not permit any Authorized User or third party acting on your behalf to:

  • use the Site in violation of any law, regulation, sanction regime, or export control;
  • access the Site by any means other than the interface provided by Cemera;
  • copy, scrape, crawl, index, harvest, or bulk-download Site content (including prices, inventory, Product data, images, or catalog structure) whether manually or by automated means;
  • use the Site to benchmark, train machine-learning models, or feed aggregator, dropshipping, marketplace, or competitive-intelligence services;
  • reverse-engineer, decompile, disassemble, or attempt to discover the source code of the Site or any embedded technology;
  • introduce viruses, malware, or other harmful code, or attempt to probe, scan, or test the vulnerability of the Site;
  • interfere with, disable, or disrupt the Site, its servers, or networks, including by sending excessive requests or conducting denial-of-service attacks;
  • circumvent or attempt to circumvent access controls, rate limits, or authentication mechanisms;
  • impersonate another person or business or misrepresent your affiliation with any entity;
  • use the Site to resell access to Cemera content or to create a competing product-catalog or pricing service;
  • remove or obscure copyright, trademark, or other proprietary notices; or
  • use the Site in any manner that could damage, overburden, or impair the Site or interfere with any other party’s use of the Site.

Cemera may, without notice, suspend, terminate, or limit your access to the Site if it reasonably believes you have violated this Section 20.

21. Disclaimer of Warranties

THE SITE AND ALL CONTENT, MATERIALS, AND SERVICES PROVIDED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CEMERA, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND NON-INFRINGEMENT.

CEMERA DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CEMERA OR THROUGH THE SITE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS, CEMERA’S WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE PERMITTED BY LAW.

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(A) IN NO EVENT WILL CEMERA, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, DOWNTIME, COST OF SUBSTITUTE GOODS OR SERVICES, OR INJURY TO REPUTATION — ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR ANY PRODUCT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF CEMERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) CEMERA’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO A SPECIFIC PRODUCT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO CEMERA FOR THAT PRODUCT. CEMERA’S TOTAL CUMULATIVE LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).

(C) THE LIMITATIONS IN THIS SECTION 22 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES. NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

23. Indemnification

Customer agrees to defend, indemnify, and hold harmless Cemera, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) Customer’s breach of these Terms; (b) Customer’s or its customers’ use, installation, service, modification, or resale of any Product; (c) Customer’s violation of any law or third-party right (including intellectual property, privacy, and publicity rights); (d) any content or data Customer submits through the Site; (e) Customer’s negligence or willful misconduct; and (f) unauthorized use of Customer’s Account. Cemera reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is obligated to indemnify, and Customer will cooperate with Cemera’s defense. Customer will not settle any matter affecting Cemera without Cemera’s prior written consent.

24. Intellectual Property

The Site, including all software, text, graphics, images, video, audio, catalog structure, database schemas, product descriptions, cross-reference data, trademarks, trade dress, service marks, logos, and other content (collectively, “Cemera IP”), is owned by or licensed to Cemera and is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws. Manufacturer trademarks (including, without limitation, Grote, Hendrickson, Bendix, Meritor, Truck-Lite, SAF-Holland, Haldex, Phillips, Dayton, and any other Manufacturer brands listed on the Site) are the property of their respective owners and are used solely to identify compatible Products. All rights not expressly granted are reserved.

You may not use any Cemera IP or Manufacturer trademark without the prior written consent of the applicable rights holder. Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any such intellectual property.

25. User Submissions and Feedback

If you send Cemera comments, suggestions, ideas, feedback, or other materials (“Submissions”), you grant Cemera a perpetual, irrevocable, royalty-free, worldwide, fully sublicensable, fully transferable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such Submissions for any purpose, without attribution or compensation. You represent that you own or control all rights in your Submissions and that they do not violate any third-party rights.

26. Termination and Suspension

Cemera may suspend, limit, or terminate your Account and your access to the Site at any time, with or without cause and with or without notice, including for non-payment, breach of these Terms, fraud, abusive behavior, or inactivity. Upon termination, (a) all rights granted to you under these Terms immediately cease; (b) all amounts owed to Cemera become immediately due; (c) Cemera may cancel any Order not yet shipped; and (d) Sections 8–10, 13–17, 21–28, and 30–35 survive termination.

27. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND PROVIDES THAT MOST DISPUTES WILL BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Informal Negotiation. Before initiating any formal proceeding, the parties will attempt to resolve any dispute informally by sending written notice describing the dispute and proposed resolution to the other party. The parties will negotiate in good faith for at least thirty (30) days after the notice is delivered.

(b) Binding Arbitration. If the parties cannot resolve a dispute informally, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or any Product — other than a claim for injunctive relief under subsection (d) or a claim falling under subsection (e) — will be resolved exclusively by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, if the amount in controversy is $250,000 or less, the JAMS Streamlined Arbitration Rules and Procedures). The arbitration will be conducted by a single arbitrator in Broward County, Florida, or remotely by mutual agreement, in English. The arbitrator’s decision will be final and enforceable in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section 27.

(c) Class Action Waiver. CLAIMS MAY BE BROUGHT ONLY IN EACH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator has no authority to conduct class arbitration or to consolidate the claims of multiple parties. If this class action waiver is found to be unenforceable, the entirety of Section 27(b) is void.

(d) Injunctive Relief. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or Account security pending the outcome of arbitration.

(e) Small Claims. Either party may bring a qualifying individual action in small-claims court in Broward County, Florida.

(f) Opt-Out. Customer may opt out of this Section 27 by sending written notice to Cemera at the address in Section 34 within thirty (30) days of first acceptance of these Terms. The opt-out must include Customer’s legal business name, Account number, and a clear statement that Customer is opting out of arbitration. Opt-out has no effect on other provisions of these Terms.

28. Governing Law and Venue

These Terms and any dispute arising out of or relating to these Terms, the Site, or any Product are governed by the laws of the State of Florida, excluding its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 27, any action not subject to arbitration will be brought exclusively in the state or federal courts located in Broward County, Florida, and each party consents to personal jurisdiction and venue in those courts and waives any objection to forum non conveniens.

Time Limitation. Any claim arising out of or relating to these Terms, the Site, or any Product must be filed within one (1) year after the cause of action arises; otherwise, the claim is permanently barred.

29. Force Majeure

Cemera will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, strikes, lockouts, shortages or failures of suppliers or transportation, fire, flood, earthquake, hurricane, pandemic or epidemic, quarantine, government action or inaction, embargo, sanctions, tariffs, customs delays, power or internet outages, cyber incidents, denial-of-service attacks, or defects in raw materials. Cemera may suspend, reallocate, or cancel affected Orders without liability.

30. Export Compliance, Sanctions, and Anti-Bribery

Products and technology sold through the Site may be subject to U.S. export control laws (including the Export Administration Regulations) and economic sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). Customer represents and warrants that it is not a Prohibited Party, is not located in a sanctioned country or region, and will not export, re-export, or transfer any Product in violation of applicable export laws or sanctions. Customer further agrees to comply with the U.S. Foreign Corrupt Practices Act and all applicable anti-bribery laws and will not offer, promise, or give any improper advantage to any public official in connection with Products purchased from Cemera.

31. Privacy

Cemera’s collection, use, and disclosure of information about Authorized Users and Customer is described in Cemera’s Privacy Policy. By using the Site, you acknowledge that you have reviewed the Privacy Policy. Customer is responsible for ensuring that its Authorized Users have received any notices and provided any consents required under applicable privacy laws.

32. Electronic Communications and Consent to Notices

By creating an Account, you consent to receive communications from Cemera electronically — including emails, SMS messages where applicable, in-Site notices, and automated transactional notifications — in connection with your Account, Orders, and the Site. You agree that all agreements, notices, disclosures, and other communications that Cemera provides electronically satisfy any legal requirement that such communications be in writing. Message-and-data rates may apply to SMS; follow the instructions in the message to opt out.

33. Third-Party Links and Content

The Site may contain links to third-party websites, catalogs, or services that are not owned or controlled by Cemera, including Manufacturer sites, parts databases, shipping-carrier pages, and payment processors. Cemera does not control, endorse, or assume responsibility for any third-party content or services. Your use of third-party websites is at your own risk and is subject to the third party’s terms and policies.

34. Notices and Contact Information

Notices to Cemera under these Terms must be in writing and delivered by reputable courier or certified U.S. mail, return receipt requested, to:

Cemera Parts Inc.
Attn: Legal / Customer Service
12555 Orange Drive, Suite 126
Davie, FL 33330
Email: info@cemeraparts.com
Phone: 800.678.7375

Notices to Customer may be delivered by email to the address associated with the Account or by any method permitted for Cemera above. A notice is deemed received on the date of actual delivery or, if delivered by email, on the date sent (provided no bounce or failure notice is received).

35. Miscellaneous

(a) Entire Agreement. These Terms, together with any separately signed agreement and the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous communications, representations, or agreements. Pre-printed or electronic terms on Customer’s purchase orders, acknowledgments, vendor portals, or invoices are expressly rejected and have no effect.

(b) Amendment. Except as provided in Section 6, these Terms may be amended only by a writing signed by an authorized officer of Cemera.

(c) Assignment. Customer may not assign or transfer these Terms or any rights under these Terms, by operation of law or otherwise, without Cemera’s prior written consent. Any purported assignment in violation of this subsection is void. Cemera may freely assign these Terms, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.

(d) Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

(e) No Waiver. A party’s failure to enforce any right or provision of these Terms is not a waiver of that right or provision.

(f) No Third-Party Beneficiaries. These Terms do not create any rights in favor of any third party.

(g) Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

(h) Headings; Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” The word “or” is inclusive.

(i) Survival. Any provision that by its nature should survive termination will survive, including Sections 5, 8–10, 13–17, 21–28, and 30–35.

(j) Language. The parties have expressly required that these Terms be drafted in English.

(k) Counterparts and Electronic Signatures. Any separately signed agreement incorporating these Terms may be executed in counterparts and by electronic signature, each of which is an original and together constitute one agreement.