Welcome to www.barry-wehmiller.com (the "Site"), operated by Barry-Wehmiller Companies Inc. ("BW"). You may use the Site only if You are a corporation or other business entity or an individual eighteen (18) years of age or older. For purposes of these Terms and Conditions of Use ("Terms and Conditions"), the terms "You" and "Your" refer to corporations or other business entities and their agents and to individuals using this Site for personal business, respectively and as applicable. The Site is available only to individuals and businesses who can form legally binding contracts under applicable law.

These Terms and Conditions govern use of the Site and are a binding contract between BW and You. By accepting these Terms and Conditions, You acknowledge that You have read, understood and agree to be bound by these Terms and Conditions. If You are using this Site as an agent for a corporation or other business entity, You shall only use this Site if You are duly authorized by the corporation or business entity and have the authority to bind Your corporation or business entity. If You are using this Site in Your individual capacity, You are personally liable for the actions You take while using this site.

Use of Website:

Subject to these Terms and Conditions, BW will permit the use of the Site by You. You will select a password ("Password") and user name ("User-Name") for Your exclusive use in accessing the Site and will notify BW of Your choice of Password and User-Name.

Barry-Wehmiller.com is a web site that has been created to provide legitimate commerce, content and community to the packaging industry. Therefore, BW requires that each user register using their correct name, address, phone number and e-mail address. Users that provide invalid information are subject to removal from the Site. Upon discovery of potential incorrect information, BW will make an attempt to contact the user to verify the accuracy of the information entered. If BW is unable to contact this user by the information provided, or if the user does not respond to BW’s e-mail, phone call or letter within 10 business days, BW may at its sole discretion, remove the user from the Site.

Business Users:

1. BW will permit the use of the BW Site by corporations and other business entities ("Business Users") and their authorized agents. If You are using this Site on behalf of a Business User, You hereby accept these Terms and Conditions of Use individually and on behalf of the Business User. You may only use the User-Name and Password associated with the Business User for accessing the BW Site on behalf of the Business User, and You shall use the Site solely for the legitimate business purposes of Business User. If You desire to use this Site for personal business, You must log in using Your individual User-Name and Password.
2. Neither You nor Business User shall disclose Your User-Name or Password to, or permit use of the BW Site by, any other person. You shall takes such steps as are necessary to ensure that You keep Your User-Name and Password confidential and do not disclose You User-Name or Password to any person or entity, including agents of Business User.
3. You shall immediately notify BW in writing of any unauthorized use of Your User-Name, a Password or the BW Site, or any other breach of security.
4. The Business User fully assumes and agrees to bear and be responsible for all risks arising out of the use of the BW Site by You, other agents of Business User and any other person using an User-Name or Password associated with Business User. If You access the Site with a User-Name and Password associated with a Business User without Business User’s authorization, You fully assume and agree to bear and be responsible for all risks arising out of the use of the Site by You.
5. BW reserves the right at any time in its sole discretion to modify or discontinue the BW Site, modify or discontinue any information or other content contained in the BW Site, or terminate the Your Password and User-Name, for any reason or no reason.

Individual Users:

1. You shall use the Site solely for the legitimate business purposes.
2. You shall immediately notify BW in writing of any unauthorized use of Your Password, User-Name or the Site, or any other breach of security.
3. You fully assume and agree to bear and be responsible for all risks arising out of the use of the Site by You.
4. BW reserves the right at any time in its sole discretion to modify or discontinue the Site, modify or discontinue any information or other content contained in the Site or terminate Your Password and User-Name and Your use of the Site, for any reason or no reason.

General Policies of Operation:

The provisions under this heading apply to the use of all portions of the Site.

BW reserves the right to monitor content on the Site and to remove or modify content that BW in its sole discretion, determines to be harmful, offensive or otherwise in violation of BW’s policies of operation. You agree that BW has the right, but not the obligation, to monitor, edit, disclose (subject to BW's Privacy Policy), refuse to post or remove at any time, for any reason in its sole discretion, any material and content including but not limited to Your information and posted items anywhere on the Site, including but not limited to chat rooms, bulletin boards e-mail and other forums. Notwithstanding this right, You acknowledge that BW does not and cannot review all materials posted to the Site by users and BW is not responsible for any such material posted by a user. In order to maintain an informative and valuable Site that meets the needs of the users of the Site and avoids the harm that can result from the dissemination of statements that are false, malicious, violate the rights of others, or are otherwise harmful, it is necessary to establish the following rules to protect against abuse.

While using the Site You may not:

• post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable information of any kind, including without limitation any transmission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law. It is not BW's intent to discourage You from taking controversial positions or expressing vigorously what may be unpopular views or opinions; BW does, however, reserve the right to take such action as it deems appropriate in instances where the Site is used to disseminate statements that are deeply and widely offensive and/or harmful in nature;
• post or transmit any message that discloses private or personal matters concerning any person;
• post or transmit any information, file or software that contains a virus, cancelbolt, worm, Trojan Horse or any other contaminating or destructive features;
• post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or Site marks used in an infringing fashion;
• interfere, in any way, with other users of the Site;
• post or transmit charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes; or
• post, list or transmit articles, which are off topic according to the description of the group affected.

You warrant and agree that You shall not impersonate or misrepresent Your affiliation with any other person or entity or attempt to gain unauthorized access to other computer systems or data through the Site.

We are under no legal obligation to, and generally do not, control the information provided by other users that is made available through the Site. By its very nature, other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that You will use caution and common sense when using the employment services portion of this Site.

The material available though the Site may contain inaccuracies or typographical errors. BW makes no representations about the accuracy, reliability, completeness or timeliness of the material available through the Site. The use of Site and the material available through the Site is at Your own risk. Changes are periodically made to the Site and may be made at any time.

You acknowledge and agree that You are solely responsible for the form, content and accuracy of any material placed by You on the Site.

Links and Linking:

The links in the Site will allow other third party sites to be accessed. These linked sites may not be under the control of BW, and BW is not responsible for the contents of any linked site. BW provides links only as a convenience, and such inclusion of any link does not imply endorsement by BW of the Site. Anyone linking to BW’s Site must comply with all applicable laws.

A site that links to BW’s Site:

• may link to, but not replicate, content on this Site;

•  should not create a browser or border environment around content on this Site;

• should not imply that BW is endorsing it or its products;

• should not misrepresent its relationship with BW;

• should not present false information about BW’s products or sites;

• should not use BW’s trademarks without permission; and

• should not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for viewing by all age groups.

Any links from the Site to third party sites are provided solely as a convenience to You, and not as an endorsement by BW of the content on such third-party sites. BW is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of information on such third-party sites. If You access any of the third-party sites linked to this Site, You do so entirely at Your own risk.

Transactions on Site:

Site Is Only A Venue For Transactions

This Site provides a venue for transactions between buyers and sellers of goods and services. BW is not a party to those transactions and is not responsible to either buyer or seller for fulfillment of the transaction. Affiliates of BW may provide goods and services through the Site. Should You enter into a transaction with a BW affiliate, You will be entering into a relationship with the affiliate and not with BW. Use of this site constitutes acknowledgement of BW’s limited role in such transactions and a waiver of any claims against BW arising out of transactions effected through the Site. BW MAKES NO ENDORSEMENT OR WARRANTY OF ANY KIND WITH RESPECT TO ANY GOODS OR SERVICES OFFERED FOR SALE THROUGH THE SITE OR WITH RESPECT TO ANY TRANSACTION ENTERED INTO THROUGH THE SITE.

No Price Manipulation

 

Sale price manipulation of any kind, directly or indirectly, by users is prohibited, including, but not limited to, through a secondary account, agent or assign, by making offers for Your own account and the posted items You have provided, by communicating with other buyers and sellers or by shill bidding.

Taxes

 

You acknowledge and agree that BW does not take any responsibility to calculate, report or remit sales or use taxes which may be assessed, due or owing to the taxing authorities of any jurisdiction for transactions that arise in connection with Your use of the Site. You acknowledge and agree that You are solely responsible for the calculation, collection and remittance of any applicable taxes which may be incurred or assessed in connection with Your use of the Site, other than taxes based on BW's income.

Import/Export

 

The United States and other governments regulate the import and export of products and information. You agree to comply with all such import and export laws and regulations and not to import, export or re-export products or services purchased or sold through the Site to countries or persons prohibited under applicable import and export control laws. By using this Site, You are agreeing that You are not in a country where such import/export is prohibited or are a person or entity to which such import/export is prohibited. You are responsible for compliance with the laws of Your local jurisdiction regarding the import, export or re-export.

GOVERNING LAW, ARBITRATION AND JURISDICTION:

Any claim relating to and use of the Site or the Site and the materials contained on the Site are governed by and construed in accordance with the laws of the state of Missouri (regardless of the laws that might be applicable under principles of conflicts of law); provided, however, that the Federal Arbitration Act ("FAA"), to the extent applicable and inconsistent, will supersede the laws of such State and shall govern. You irrevocably consent to the exclusive jurisdiction and venue of the Circuit Court of St. Louis County, Missouri or the United States District Court for the Eastern District of Missouri in St. Louis City, Missouri, in all disputes arising out of or relating to these Terms and Conditions or Your use of the Site. You hereby irrevocably waive any objection that You may now or hereafter have to the laying of venue of any actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to in the preceding sentence and hereby further irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. In the event any dispute arises between You and BW concerning the use of the Site, it shall be resolved in accordance with the alternative dispute resolution procedure set forth in the following paragraph.

Any controversy or claim arising out of or relating to Your use of the Site, the relationship resulting in or from Your use of the Site, the breach of any duties hereunder or any other relationship, transaction or dealing between You and BW (collectively "Disputes") will be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration shall be conducted in St. Louis, Missouri. You agree the arbitration shall be conducted by a panel of three arbitrators, one designated by You, one designated by BW, and the third, neutral arbitrator chosen jointly by our respective arbitrators. Any award rendered by the arbitrator(s) may be entered as a judgment or order and confirmed or enforced by either You or BW in any state or federal court having competent jurisdiction thereof. If either You or BW brings or appeals any judicial action to vacate or modify any award rendered pursuant to arbitration or opposes the confirmation of such award and the party bringing or appealing such action or opposing confirmation of such award does not prevail, such party will pay all of the costs and expenses (including, without limitation, court costs, arbitrator's fees and expenses and attorneys' fees) incurred by the other party in defending such action. Additionally, if either party brings any action for judicial relief in the first instance without pursuing arbitration prior thereto, the party bringing such action for judicial relief will be liable for and will immediately pay to the other party all of the other party's costs and expenses (including, without limitation, court costs and attorneys' fees) to stay or dismiss such judicial action and/or remove it to arbitration. The failure of either party to exercise any rights granted hereunder shall not operate as a waiver of any of those rights. Your use of the Site concerns transactions involving commerce among the several states. The arbitrators will not be empowered to award punitive damages. The agreement to arbitrate will survive termination of these Terms and Conditions. IF THESE TERMS AND CONDITIONS ARE FOUND NOT TO BE SUBJECT TO ARBITRATION, THE PARTIES KNOWINGLY AND WILLINGLY WAIVE ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE ISSUES RAISED BY THAT DISPUTE.

The Site is controlled and operated by BW from its offices within the United States. BW makes no representation that the contents of the Site are appropriate or available for use in other locations outside the United States. Access to the Site is prohibited in territories where the contents of the Site are illegal.

DISCLAIMER:

THE SITE IS PROVIDED ON AN "AS IS" BASIS, WITH ALL FAULTS. BW MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY'S RIGHTS AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, AS TO THE OPERATION OF THE SITE OR THE NATURE OR ACCURACY OF THE INFORMATION INCLUDED IN THE SITE OR AS TO ANY OTHER MATTER. BW AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR ARISING FROM THE ALLEGED NEGLIGENCE OF BW, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. IF YOU RESIDE OUTSIDE THE UNITED STATES, INFORMATION PUBLISHED AT THIS SITE MAY REFER TO PRODUCTS, PROGRAMS OR SITES THAT ARE NOT AVAILABLE IN YOUR COUNTRY.

RELEASE:

YOU HEREBY RELEASE AND FOREVER DISCHARGE BW AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL MANNER OF LIABILITY, CLAIMS, COUNTERCLAIMS, DEMANDS, SETOFFS, DAMAGES OR CAUSES OF ACTION, WHICH YOU NOW HAVE OR WHICH MAY HEREAFTER ACCRUE, WHETHER HERETOFORE ASSERTED OR UNASSERTED, KNOWN OR UNKNOWN, ARISING OUT OF, OR IN ANY WAY RELATING TO USE OF THE SITE BY YOU, SPECIFICALLY INCLUDING BUT NOT LIMITED TO ANY CLAIMS BASED IN WHOLE OR IN PART UPON THE ALLEGED NEGLIGENCE OF BW, IN OPERATING THE SITE OR OTHERWISE.

INDEMNIFICATION:

You agree to defend, indemnify and hold harmless BW, and its officers, directors, agents, employees, subsidiaries, parent company and affiliates, and their respective successors and assigns, from and against any and all losses, costs, liabilities, obligations, damages, deficiencies, expenses, actions, suits, proceedings, demands, assessments and/or judgments, including reasonable attorneys’ fees, that are caused by, or result or arise from, any breach of these Terms and Conditions by You, or the use of the Site by You or any other person using the Site under Your Password or User-Name.

COPYRIGHT AND TRADEMARK:

As is set forth in BW’s , all content included on the Site, including content within the Site, such as text, graphics, button icons, images, and software ("Material"), is the exclusive property of BW or others, and protected by U.S. and international copyright laws. BW authorizes You to view and download the Material of this Site only for the internal business use as a customer of BW, provided that You retain all copyright and other proprietary notices contained in the original Material on any copies of the Material. Material may not be modified in any way or reproduced or publicly displayed, performed or distributed or otherwise used for any public or commercial purpose (other than commercial purposes consistent with the internal business use as a customer of BW). For purposes of these Terms and Conditions, any use of the Material on any other Site or networked computer environment for any purpose is prohibited.

The trademarks, Site marks and logos ("Trademarks") used and displayed on the Site, including content within the Site, are registered and unregistered Trademarks of BW and others. Nothing on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site, without the written permission of the Trademark owner.

GENERAL PROVISIONS:

If any provision of these Terms and Conditions shall be declared by a court to be invalid, illegal or unenforceable, such provision shall be deemed severable from these Terms and Conditions and the other provisions shall remain in full force and effect. The failure of BW to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. No party shall assign these Terms and Conditions, or any of its rights or obligations hereunder, without the prior written consent of the other parties. These Terms and Conditions shall be binding upon and inure to the benefit of the respective heirs, representatives, successors and permitted assigns of the parties. BW reserves the right to disclose any information, including registration data, in order to comply with any applicable laws and/or requests under legal process. The provisions of our Privacy Policy are incorporated herein by reference.

BW may, in its sole discretion, change, add or remove any portion of this agreement, at any time, by posting a new agreement to the Site. The new agreement will become effective and binding upon You five days after being posted to the Site.

 

This agreement was last revised on January 7, 2004.