Terms of Sale
Last Revised: 11/25/16
ODIZ SAFETY STANDARD TERMS AND CONDITIONS
A. SALES POLICY FOR PRODUCTS
- Prices
Prices listed are retail, do not include freight, 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. Customer should contact Odiz Safety, LLC, (“Odiz”) or check online at www.odiz.com for current pricing. Export orders may be subject to other special pricing. ODIZ reserves the right to accept or reject any order.
- Sales Tax
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt. Valid sales tax exemption certificate is required prior to shipment of order. If sales tax exemption certificate is not provided prior to shipment of order, all applicable sales taxes will be invoiced and must be paid in full.
- Payment and Credit Terms
Odiz accepts checks, Visa, MasterCard, and American Express. For customers with established Odiz credit, payment terms are net thirty (30) days from the date of shipment or pick-up of products. All credit extended by Odiz and the limits of such credit, is at Odiz’s sole discretion, and may be reduced or revoked by Odiz at any time, for any reason. As a condition for the continued extension of credit, customer agrees to provide Odiz with current credit information and the latest annual financial statement within five (5) business days following request by Odiz. Odiz reserves the right to charge a convenience fee for late payments. Odiz 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 amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions identified in Section III. All payments must be made in U.S. dollars. Odiz has the right of set-off and deduction for any sums owed by the customer to Odiz.
If the customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with Odiz’s credit terms, or fails to supply adequate assurance of full performance to Odiz within a reasonable time after requested by Odiz (such time as specified in Odiz’s request), Odiz may defer shipments until such payment or compliance is made, require payment 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. If customer fails to comply with these payment terms, Odiz may, at its sole discretion, and without notice, immediately terminate any agreements it has with customer. Upon such termination all amounts owed by customer to Odiz shall become immediately due and payable.
Odiz has the right, at any time and in its sole discretion, to immediately change the terms of any credit extended to customer if: (i) there is a material change in customer’s financial capability or creditworthiness; (ii) customer enters into or signs an agreement regarding any Change of Control; or (iii) a trustee, receiver or examiner is appointed for customer or its affiliates or subsidiaries or customer’s plan of reorganization is confirmed by a U.S. Bankruptcy Court. “Change of Control” means any (x) sale, lease, or other disposition of all or substantially all of customer’s assets; (y) transaction or series of related transactions (by stock sale or otherwise) in which any person or entity becomes the beneficial owner, directly or indirectly, of more than 50% of customer’s voting control; or (z) merger or consolidation involving customer.
Additionally, customer, and each of its subsidiaries and affiliates, agrees to provide to Odiz proper authorization necessary for Odiz to request any financial information from third parties.
Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment as a primary obligor of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from Odiz are jointly and severally liable for all purchases made by customer and its subsidiaries, and customer is also acting as agent for such subsidiaries and affiliates. Customer further agrees to defend, indemnify and hold harmless Odiz from any and all claims, injuries, damages, losses or suits, including, without limitation, attorneys’ fees and costs, arising out of, or in connection with any attempt to disgorge or recover payments to Odiz made on behalf of customer by a subsidiary and affiliate on the grounds that such payment was improper, unauthorized, or constituted a fraudulent transfer.
- Security Interest
Customer hereby grants to Odiz 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 Odiz. Customer agrees to file, and it permits and authorizes Odiz to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Odiz’s lien or security interest.
- Credit Balance
Customer agrees that any credit balance(s) issued by Odiz must be used within two (2) years from the date the credit was issued and may only be used for purchases of products. Any unused credit or portion thereof will automatically expire after two (2) years, or be processed pursuant to state law.
B. FREIGHT POLICY
Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. Odiz charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on customer’s invoice. Receipts for shipping and handling charges will not be furnished. COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery (“Other Freight Services”), including without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, customer’s carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer’s only recourse is to file a claim with the carrier.
C. PRODUCT WARRANTY POLICY
- SATISFACTION GUARANTEE TO ALL CUSTOMERS.
Customer should contact Odiz if not satisfied with a product for any reason. Odiz will promptly provide an exchange or refund if the product is returned within 30 days of delivery, in its original packaging and with proof of purchase from Odiz.
2. LIMITED WARRANTY FOR BUSINESSES.
A. ALL PRODUCTS SOLD ARE WARRANTED BY ODIZ ONLY TO CUSTOMERS FOR: (i) RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT MANUFACTURE.
B. ODIZ WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM ODIZ, UNLESS OTHERWISE STATED. PROVIDED THAT ODIZ ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, ODIZ MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MAY BE REQUIRED RETURN THE PRODUCT TO THE APPROPRIATE ODIZ BRANCH OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY ODIZ, SHIPPING COSTS PREPAID. ODIZ’S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY.
3. WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY TO ALL CUSTOMERS.
ODIZ ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. ODIZ EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. ODIZ’S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
4. Warranty Product Return.
Before returning any product, customer must contact Odiz’s Customer Care at 860-930-1014. Proof of purchase is required in all cases.
For information on a specific Odiz product’s warranty, please contact Odiz directly at 860-930-5405.
D. PRODUCT INFORMATION
- Catalog/Website Information.
Odiz is a manufacturer and distributor of products and information about the products on the Odiz web site or within catalogs and literature is provided by Odiz. Product depictions on the website is for illustrative purposes only. Possession of, or access to, any Odiz catalog, literature or websites does not constitute the right to purchase products. Odiz 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 Odiz catalogs and websites. Odiz reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from Odiz.
2. Product Substitution.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.
E. GENERAL TERMS
- 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 (“IP”) reserved by Odiz. All materials contained in Odiz catalogs, literature or on its web sites are subject to the ownership rights of Odiz. Customer shall have no right to copy or use any IP of Odiz without Odiz’s permission.
2. Independent Contractors.
Odiz and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate Odiz in any manner, nor may customer represent to anyone that it has the right to do so.
3. Custom Product.
Odiz offers products manufactured or assembled to customers specifications (“Custom Product(s)”). Odiz is not responsible for verifying or confirming the accuracy of specifications provided by customer to Odiz for Custom Products. ODIZS LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED FOR THE CUSTOM PRODUCT WILL BE CUSTOMER’S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED UNDER SECTION I.C.1 & 2 ABOVE. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.
4. Cancellation.
All product order cancellations, if not prohibited above, must be approved by ODIZ, and may be denied or subject to restocking fees and other charges.
5. Product Returns.
ODIZ does not take title to returned products until the item is received by ODIZ at the applicable return location. Returned product must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Product returns may be denied or made subject to restocking fees and other charges by ODIZ.
6. Force Majeure.
Odiz 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, fires, accidents, explosions, 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 Odiz in the conduct of its business.
