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TERMS & CONDITIONS OF SALE

 

    1. 1.     General. These Terms and Conditions of Sale (the “TCS”), together with those contained in any quotation or proposal (a “Quote”) of The Olander Company (“Seller”), constitute the entire agreement (the “Agreement”) between you as a customer of Seller, (“Buyer”) related to the sale of the good specified in the Quote or otherwise (the “Products”). No change in or modification of this Agreement shall be binding upon either party unless the change or modification is in writing and signed by an authorized representative of Seller and Buyer. Seller hereby rejects any term or condition of any order, confirmation or other document sent by Buyer (whether before or after the date hereof). Buyer’s acceptance of a Quote, submission of a purchase order, or use by Buyer of any Products provided by Seller will constitute Buyer’s acceptance of the terms and conditions of this Agreement.

     

    1. 2.     Prices.  The prices set forth in any Quote provided by Seller are firm for a period of thirty (30) days from the date of the initial Quote. The offer contained in the Quote, including pricing, shall lapse unless Seller receives an order in response to such Quote prior to the expiration of the thirty (30) day period in the manner specified therein (if any). Seller shall be under no obligation to honor any orders or the terms of any Quotes with respect to which orders are received after such period.

     

    1. 3.     Payment. Payments are due net thirty (30) days following the applicable invoice date. Seller reserves the right to establish and adjust credit terms applicable to Buyer, including without limitation, the right to require payment in advance or to require C.O.D. payment. All undisputed amounts set forth in an invoices issued by Seller will be paid timely by Buyer.  Failure to pay any undisputed invoiced amounts with ten (10) days after the respective due date shall bear interest at the lesser of 1.5% per month or the maximum legal rate permitted by law until paid in full.  Upon final resolution of any disputed amounts, Buyer shall remit payment to Seller within ten (10) days. 

     

    1. 4.     Security for Payments. To secure payment of all of Buyer’s payment and performance obligations to Seller arising under this Agreement, Buyer grants Seller a purchase money security interest in all Products provided by Seller hereunder or under any Quote and the proceeds thereof. Buyer shall cooperate with Seller in preserving and perfecting Seller’s security interest in the Products and Buyer shall promptly execute and deliver to Seller such agreements, documents and instruments as Seller may require to perfect and maintain the validity, effectiveness and priority of the security interest created or intended to be created by this Agreement. Buyer authorizes Seller to file one or more financing or continuation statements and amendments thereto, relating to all or any part of the Products covered hereby.

     

    1. 5.     Taxes and Duties. In addition to the purchase price, Buyer shall pay all sales, use and excise taxes, VAT, tariffs, duties and other charges imposed by any country, state or other political subdivision in connection with the sale of the Products. For tax purposes, title to the Products shall pass from Seller to Buyer upon shipment, whether by common carrier, by Seller’s or Buyer’s own trucks or otherwise.

     

    1. 6.     Shipping Terms and Risk of Loss. Unless otherwise agreed in writing, all sales are F.O.B. Seller’s plant (under U.C.C. shipping terms). Seller reserves the right to select carrier. Prior to delivery of the Products to the carrier at the F.O.B. point, the risk of loss or damage thereto shall be borne by Seller. At and after the delivery of goods to the carrier at the F.O.B. point, the risk of loss or damage thereto shall be borne by Buyer. Buyer is responsible for the costs of shipping and insurance.

     

    1. 7.     Export/Import Documentation; Compliance with Laws. Buyer shall, at its sole cost and expense, be responsible for obtaining all licenses and permits and for satisfying all formalities as may be required to export the goods outside of the United States and to import them into any other country in accordance with the then prevailing laws, rules and regulations (“Export/Import Control Laws”). Buyer shall at all times (i) conduct its activities in strict compliance with all applicable laws, rules, regulations and governmental orders including without limitation 15 C.F.R. 280 (Fastener Quality Act) to the extent applicable; (ii) pay any and all taxes, fees and other charges required by such laws, rules, regulations and
    1. orders; and (iii) have and maintain in full force and effect any and all licenses, permits, authorizations, registrations and qualifications from all governmental ministries, authorities and agencies. Buyer shall not, directly or indirectly, do or fail to do anything that will or could constitute a violation of the Export/Import Control Laws or other laws and regulations of similar purpose, applicable in the United States or any other country having proper jurisdiction. Buyer is aware that certain laws of the United States, which are applicable to Seller, including but not limited to, the Foreign Corrupt Practices Act, impose penalties on United States persons that participate directly or indirectly in making payments to any foreign government official, foreign political party or candidate, or foreign political office. Buyer represents, warrants and covenants that it shall not offer or promise to make any payment, in currency or property, to (i) any government official, political party, political candidate or political office or (ii) any third person, firm or entity that in turn will make a payment to any government official, political party, political candidate or political office. Buyer shall, upon Seller’s request, supply affidavits of compliance with its obligations under this Section.

     

    1. 8.     Delivery Dates. All shipping dates for Products sold hereunder or pursuant to any Quote are approximate. Seller will use commercially reasonable efforts to ship goods in accordance with any agreed upon delivery schedules; but Seller shall not be liable for damages whether general, consequential or otherwise, or for delays in shipping.

     

    1. 9.     Quantities. Whenever the Seller’s supply of Products is insufficient to meet order requirements, Seller may keep its available supply for its own use or allocate it for its own use and among its Buyers, including those not under contract, on such basis as Seller determines, and Seller shall not be liable to Buyer for failure to deliver all or any part of the quantity ordered. Additionally, if for any reason Seller is unable to ship complete orders, Buyer shall accept partial deliveries and Seller shall have reasonable time from and after the due date to deliver in full without any liability to Buyer. Buyer agrees that Seller may ship a reasonable quantity of goods in excess of the quantity ordered or may consider a contract complete with a reasonable under-shipment. Such excess or shortage will typically not exceed ten percent (10%) of the quantity specified in the Quote.

     

    1. 10.     Suspension or Cancellation of Orders. If, for any reason whatsoever, Buyer shall cancel or suspends an order or deliveries thereunder for more than thirty (30) days, Buyer shall pay Seller for the Products which have been completed at the time of such interruption, the full price set forth in the Quote or as otherwise agreed upon by the parties.

     

    1. 11.     Change Orders. Seller may notify Buyer of, or Buyer may request, changes to an order. Seller will make commercially reasonable efforts to consider change requests but shall not be obligated to accommodate all changes. Should any changes cause an increase or decrease in the price or in the anticipated delivery schedule or otherwise, Seller will submit to Buyer a revised order (each a “Change Order”). Seller will not be responsible for any requested changes unless both parties have executed a Change Order.

     

    1. 12.     Inspection. Buyer shall have a period of thirty (30) days from the invoice date to inspect all Products. Any claim for rejection of the Products based on breach of the Warranty provided in Section 13 hereof or other error in the delivery must be made by Buyer to Seller in writing within the thirty (30) day inspection/warranty period and consistent with the Warranty provided in Section 13 below as well as Seller’s return policy available here: returns.olander.com. Failure to make such claim within the stated period shall constitute an irrevocable acceptance of the Products.
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    2. 13.     Warranty. To the extent applicable, Buyer shall be entitled to avail itself of any manufacturers’ warranty associated with the Products purchased from Seller (the “Manufacturer’s Warranty”), it being expressly understood that Seller does not provide any warranty with regard to said Products purchased hereunder. OTHER THAN A MANUFACTURER’S WARRANTY THERE ARE NO OTHER WARRANTIES,

 

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