Terms and Conditions

 

Terms and Conditions of Sale

  1. General. These Terms and Conditions of Sale (the “TCS”), together with those contained in any quotation or proposal (a “Quote”) of The Olander Family of Companies (“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.
  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.
  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 invoice issued by Seller will be paid timely by Buyer. Failure to pay any undisputed invoiced amounts within 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.
  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.
  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.
  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 the 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.
  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 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.
  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.
  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 three  percent (3%) of the quantity specified in the Quote.
  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.
  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.
  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. Failure to make such claim within the stated period shall constitute an irrevocable acceptance of the Products.
  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, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF NON- INFRINGEMENT, WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR ANY OTHER MATTER. NO AGENT, EMPLOYEE OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO BIND SELLER TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY.
  14. Buyer is required to observe all relevant laws, regulations and requirements of governmental or other regulatory authorities relating to Buyer’s use of the Products. Seller assumes no liability for any infringement of intellectual property or violation by Buyer of any law, regulation or requirement relating to Buyer’s use of the Products. Seller shall have no liability for defects, whether hidden or apparent, resulting from the improper use, processing or treatment of the Products by parties other than Seller. Buyer shall be liable for any loss resulting from any failure to apply all professional standards, customary instructions and written instructions from Seller, if any, in relation to any of the Products.
  15. Remedies. Any claim regarding breach of Warranty must be received by Seller before the expiration of the warranty period. Seller reserves the right to inspect and investigate the alleged breach prior to any remedy being provided. Seller may require Buyer to return the allegedly defective Product to Seller for inspection at Buyer’s cost. Seller reserves the right to charge reasonable amounts for travel and labor associated with investigation of invalid claims. Seller’s sole liability for Products in the case of breach of Warranty, or under contract, tort or any other basis, is limited to either repair or replacement of the Product or a refund of the purchase price, at Seller’s sole option. The foregoing are Buyer’s sole and exclusive remedies hereunder.
  16. Intellectual Property. All specifications, documentation and any other intellectual property involved in the manufacturing the Products is the property of Seller or manufacturer as applicable, except to the extent Buyer has supplied specifications, drawings or other intellectual property to Seller. Seller assumes no liability whatsoever with respect to Buyer’s intellectual property.
  17. Indemnification.

(i) Buyer shall indemnify, defend and hold harmless Seller from all claims, liability, damages, and expenses (including attorneys’ fees) suffered by Seller, whether or not involving a third party claim, arising out of (a) Buyer’s breach, (b) Buyer’s possession, use, handling, storage, sale, processing or any disposition of the Products, (c) Buyer’s errors, omissions, negligence or other wrongful conduct of Buyer and its Buyers, users, agents or subcontractors, and (d) any liability, claim or expense incurred by Seller relating to Buyer or the Products sold to Buyer for which Seller is not expressly liable hereunder.

(ii) In the event Seller makes a claim for indemnification under this TCS, Buyer shall have received from Seller: (a) prompt written notice of such claim (but in any event notice in sufficient time for Buyer to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, and settlement (if applicable and without prejudice to Seller) of such claim; and (c) all reasonably necessary cooperation from Seller. Buyer may not settle any such claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

  1. Limitations of Liability. SELLER SHALL NOT HAVE ANY LIABILITY TO BUYER OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS AGENTS, EMPLOYEES OR AFFILIATES FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OF ANY DESCRIPTION, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR LOST PROFITS, WHETHER ARISING OUT OF WARRANTY (INCLUDING ANY IMPLIED WARRANTIES), BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE, OTHER TORT, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER SELLER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.. IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY ARISING OUT OF RELATED TO THE PRODUCTS OR SERVICES, AS APPLICABLE, SOLD TO BUYER, EXCEED THE TOTAL AMOUNTS PAID BY BUYER FOR THE PRODUCTS UNDER THE APPLICABLE QUOTE PURSUANT TO WHICH THE CLAIM RELATES. No action may be brought by Buyer against Seller after one (1) year from the date hereof, and Buyer acknowledges and agrees that this provision shall be grounds for dismissal of any suit or claim asserted by Buyer after such time.
  1. Force Majeure. Seller will not be liable to Buyer for any delay or failure of delivery of any Products or other nonperformance caused in whole or part by any contingency or event beyond Seller’s reasonable control, including, without limitation, acts of any government, war, riots, acts of God, machinery breakage, or any shortage of or inability to secure labor, labor strikes, transportation facilities, fuel, energy, raw materials, supplies, or machinery at reasonable prices or from regular sources. In the event of the occurrence of any of the foregoing, Seller may distribute its available goods and material among its Buyers on such a basis as Seller deems fair and equitable, without liability to Buyer. If such an event results in a continuous delay of fourteen (14) days either party may terminate this Agreement upon written notice to the other party (email sufficient) without incurring any liability, other than Buyer’s obligation to pay for all outstanding invoices for Products shipped and/or received prior to said termination date.
  2. Confidentiality. Buyer agrees to: (i) hold Confidential Information (as defined below) in confidence and refrain from disclosing Confidential Information, or transmitting any documents or copies of documents, containing Confidential Information, to any other party except as permitted under the terms of this section; (ii) use Confidential Information only to assist Seller in its supplying the Products or services to Buyer and (iii) not disclose any Confidential Information except to Buyer’s employees and representatives who need such information for the purpose of fulfilling obligations contemplated by this Agreement, provided, however, that Buyer shall be responsible for any breach of the terms of this section by them. Buyer shall use at least the standard of care with respect to protecting Confidential Information that it accords its own proprietary and confidential information. Buyer shall notify Seller if it receives a court order or other legal process commanding production or disclosure of Confidential Information and Buyer shall cooperate with and assist Seller in obtaining a protective order. For the purposes of this Agreement, “Confidential Information” means any and all non- public information, in whatever format, regarding Seller and Seller’s business, including, without limitation, product designs and specifications, drawings, manufacturing methods and information, proprietary information, trade secrets, marketing information and plans, customer lists and other customer information, that Seller provides to Buyer, its employees, or that Buyer or its employees encounter, or obtain possession or knowledge of in the course of providing the Products or otherwise in connection with this Agreement. Buyer’s obligations hereunder shall survive termination of this Agreement for a period of five (5) years, provided such obligation shall remain in force as long as permitted by applicable law as it relates to Seller’s trade secrets.
  3. Insolvency/Changes of Ownership. If Buyer (a) becomes insolvent, (b) undergoes a change in ownership, (c) files or has filed against it a bankruptcy proceeding, (d) has a receiver appointed over it or all or any of its assets, or (e) takes any other action that Seller determines in its sole discretion adversely impacts the conditions under which credit was extended, then Seller will have the right to terminate all orders and contracts by notifying Buyer to that effect, without prejudice to Seller’s right to payment of the price of goods that are shipped, services provided and any damages Seller might suffer.
  4. Assignment. Buyer may not assign any Quote, order or this Agreement or any of its rights or obligations hereunder or thereunder to any third party without Seller’s prior written consent. For purposes of this provision, a merger, stock sale or other transfer by operation of law shall be deemed an “assignment” for which consent is required hereunder.
  5. Governing Law and Forum. This Contract will be interpreted according to the laws of the State of California without regard to its conflict of laws provisions. The parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods. Buyer hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America located in Santa Clara County for any proceedings relating to this Agreement (and agrees not to commence any proceeding relating thereto except in such courts). Buyer hereby irrevocably and unconditionally waives any objection to the laying of the venue and agrees not to claim that any proceeding brought in any such court has been brought in an inconvenient forum.
  6. Severability. In the event a provision of this Agreement is determined to be invalid, illegal or unenforceable, it will not affect the validity, legality or enforceability of any other provision of the Agreement and the parties agree that the remaining provisions will be deemed to be in full force and effect.
  7. Modifications, Complete Agreement. No modifications of the Agreement will be effective unless in writing and signed by authorized representatives of the parties. No course of performance or any course of dealing or usage of trade shall vary the express terms hereof. Except as otherwise expressly set forth herein, this Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of the Agreement.
  8. Attorney Fees. In the event either party hereto shall resort to action at law or in equity for the redress of a breach of this Agreement, the prevailing party shall be entitled to an award of all costs and expenses incurred during such action, including reasonable attorneys' fees and disbursements.

 

Terms and Conditions of Purchase

  1. Offer and Acceptance; Controlling Terms. These Terms and Conditions of Purchase (“TCP”), together with any purchase order (each a “PO”) provided by The Olander Family of Companies (“Olander”) to any provider of products or services (“Seller”) constitute an offer to purchase by Olander and are not an acceptance of any offer or terms which may have been submitted by Seller. Seller may accept this offer to purchase and shall be bound to supply the applicable products or services in accordance with this TCP either by the execution of the acknowledgment copy of the PO, electronic transmission (fax or email sufficient), delivery of the products, the performance of the services or by any other statement, act or course of conduct which constitutes acceptance under applicable law. Upon acceptance, this TCP and any related PO shall constitute the entire agreement (the “Agreement”) between the parties (except for any additional warranties given by Seller), superseding any and all previous or contemporaneous communications and negotiations. Unless specifically signed by a duly authorized representative of Olander, no additional or different terms or conditions (except additional warranties given by Seller) of any quotation, acknowledgment, invoice, or other form supplied by Seller shall become part of this Agreement and shall be deemed unenforceable as against Olander, notwithstanding Olander’s failure to specifically object to such terms or conditions. IT IS AGREED THAT THIS TCP SHALL GOVERN ALL POs FOR PRODUCTS AND SERVICES BY OLANDER FROM SELLER.
  2. Prices. Unless otherwise indicated in this Agreement, the price stated on the applicable PO (the “Purchase Price”) shall include all applicable sales, use and excise, taxes, tariffs, duties, VAT, and any other charges imposed by any country, state, or other political subdivision in connection with the sale of the products for which Olander shall be responsible. Olander shall be subject to no charges or expenses in excess of the Purchase Price. Seller shall remain liable for and indemnify Olander for, all income and property tax associated with the sale of the products as contemplated herein.
  3. Shipping. Unless otherwise agreed, shipping terms are F.O.B. Seller’s U.S. point of distribution (under U.C.C. shipping terms). All Products must be shipped in accordance with Olander’s routing guide or as otherwise agreed by the parties in writing including without limitation, with respect to the required delivery date or other specific terms included in the applicable PO. Shipping charges and insurance shall be paid by Olander unless otherwise agreed by the parties in the applicable PO, and title shall pass to Olander once the products are loaded on the carrier. Seller shall package the products in accordance with standard commercial practices or as otherwise directed by Olander.
  4. Delivery. Time is and shall remain of the essence in the delivery of Products ordered by Olander. Products must be delivered by the date specified in the applicable PO. Seller shall notify Olander immediately if at any time it appears that the required delivery date may not be met and shall specify the reasons therefore and the steps being taken to correct the problem and the new anticipated delivery schedule. Olander may, at its option, either accept the new delivery schedule or terminate the order or exercise any of its other remedies set forth in Section 8 hereof. Olander's acceptance of late delivery shall not constitute a modification of this Agreement or a waiver of Olander's right to reject deliveries as set forth herein.
  5. Changes. No change in modification, variation or revision of this TCP or any PO, including the quantities and prices contained therein, as applicable, shall be valid unless in writing and signed by both parties.
  6. Cancellation of Purchase Orders. Olander may at any time terminate a PO in whole or in part upon written notice to Seller. Seller shall not be entitled to a cancellation or restocking fee in the event of a canceled PO unless otherwise agreed to by the parties prior to Seller's acceptance of the PO. Any cancellation or restocking fees, which shall be agreed to in writing, shall be Seller's sole and exclusive remedy with respect to canceled POs.
  7. Inspection and Rejection. All Products are subject to testing and approval by Olander after delivery. Olander may reject any products which do not conform to the warranty provided in Section 8 hereof, or which are late or with respect to which there is an error. In the case of rejection, the remedies set forth in Section 9 hereof shall be available to Olander at its discretion. Exercise of the remedies shall not be exclusive of any other remedies provided in law or equity or which are otherwise available to Olander.
  8. Warranty. Seller expressly warrants that (i) the products to be delivered by Seller will conform to the description set forth in each applicable PO and any other specifications provided by Olander, (ii) the products will be merchantable, of good quality and workmanship and free defect, (iii) free and clear of all liens and encumbrances, and (iv) the use of any of the products will not infringe on any third party rights, including, without limitation, any patent, trademark, copyright, trade secret or other intellectual property rights. Seller represents and warrants in performing its obligation under any PO it will be in compliance with all applicable federal, state, and local laws, rules and regulations including without limitation 15 C.F.R. 280 (Fastener Quality Act) to the extent applicable. These warranties shall survive acceptance and payment, and run to Olander, its successors, assigns and customers.
  9. Remedies. In the event of rejection, breach of the limited warranty set forth in Section 8 hereof, non-delivery, partial delivery, or late delivery or other error in shipment, Olander may at its option (i) cancel the applicable PO without liability therefor, (ii) require Seller to replace the product, (iii) replace the product in the open market after due notice and within a reasonable time and recover from Seller the difference between the market price of the product at the time of replacement and the Purchase Price, or (iv) obtain any other remedy or relief provided by law including, but not limited to, the right to a setoff against any amount Seller is due from Olander or its affiliate companies on any PO or otherwise but subject to the limitations set forth in Section 10 below. Deliveries in excess of those authorized by Olander shall be at Seller's risk of loss, may be returned to Seller or disposed of by Olander without incurring any liability to Seller and Seller shall pay Olander for all expenses, including transportation expenses, in connection with such deliveries.
  10. Limitation of Liability. SELLER SHALL NOT HAVE ANY LIABILITY TO OLANDER FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OF ANY DESCRIPTION, INCLUDING WITH LIMITATION, LOSS OF REVENUE OR LOST PROFITS, WHETHER ARISING OUT OF WARRANTY (INCLUDING ANY IMPLIED WARRANTIES), BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE, OTHER TORT, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER SELLER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. NOT INCLUDING SELLER'S BREACH OF SECTION 13 (CONFIDENTIALITY) OR SELLER'S OBLIGATIONS UNDER SECTION 8 (LIMITED WARRANTY), SECTION 9 (REMEDIES) OR SECTION 11 (INDEMNIFICATION), IN NO EVENT WILL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT, AS APPLICABLE, EXCEED THE TOTAL AMOUNT PAID BY OLANDER TO SELLER UNDER THIS AGREEMENT (INCLUSIVE OF ALL PO's) FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO SUCH CLAIM.
  11. Indemnity.

(i) Seller shall indemnify and hold harmless Olander and customers of Olander from and against any and all claims, demands, causes of action, actions, liabilities, losses, damages and expenses, including attorneys' fees (including without limitation actual, general and special damages for injuries or damage to any person or property) arising out of: (a) a breach of any term or condition of any PO by Seller, its employees, agents or representatives, (b) any breach of Seller's representations, warranties, or obligations hereunder, including, without limitation, any breach of any express warranty provided in Section 8 herein, or (c) any wrongful act or omission of Seller, its employees, agents or representatives hereunder. In any matter to which this paragraph applies.

(ii) In the event Olander makes a claim for indemnification under this TCP, Buyer shall have received from Olander: (a) prompt written notice of such claim (but in any event notice in sufficient time for Buyer to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, and settlement (if applicable and without prejudice to Olander) of such claim; and (c) all reasonably necessary cooperation from Olander. Buyer may not settle any such claim without Olander's prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

  1. Tools and Materials. Unless otherwise agreed in writing all tools, equipment, or material of every description furnished to Seller by Olander or specifically paid for by Olander, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain the personal property of Olander. Such property, and wherever practical each individual item thereof, shall be plainly marked or otherwise adequately identified as Olander's property and shall be safely stored separate and apart from Seller's property.
  2. Confidentiality. Seller agrees to: 

(i) hold Confidential Information (as defined below) in confidence and refrain from disclosing Confidential Information, or transmitting any documents or copies of documents, containing Confidential Information, to any other party except as permitted under the terms of this section; 

(ii) use Confidential Information only to assist Seller in its supplying the products or services to Olander and 

(iii) not disclose any Confidential Information except to Seller's employees and representatives who need such information for the purpose of fulfilling obligations for Olander, provided, however, that Seller shall be responsible for any breach of the terms of this section by them. Seller shall use at least the standard of care with respect to protecting Confidential Information that it accords its own proprietary and confidential information. Seller shall notify Olander if it receives a court order or other legal process commanding production or disclosure of Confidential Information and Seller shall cooperate with and assist Olander in obtaining a protective order. For the purposes of this Agreement, "Confidential Information" means any and all non- public information, in whatever format, regarding Olander and Olander's business, including, without limitation, product designs and specifications, drawings, manufacturing methods and information, proprietary information, trade secrets, marketing information and plans, customer list and other customer information, that Olander provides to Seller, its employees or Sellers, or that Sellers, its employees, or Sellers learn, encounter, or obtain possession or knowledge of in the course of providing the products or otherwise in connection with this Agreement. Seller's obligations hereunder shall survive termination of this Agreement for a period of five (5) years, provided such obligation shall remain in force as long as permitted by applicable law as it relates to Olander's trade secrets.

  1. Ownership. Any and all Confidential Information or other intellectual property furnished by Olander to Seller hereunder or any PO is and shall remain the sole property of Olander. Nothing contained herein or in any PO shall grant or otherwise provide Seller with any rights or interest in any such information or intellectual property. In the event that Seller manufactures Products based on Olander's specifications or drawings, Seller acknowledges and agrees that any and all products, designs, derivative works, information and other results of Seller producing and providing products or services (collectively, the "Work Product" ), shall be considered "works made for hire" pursuant to 17 U.S.C. § 201 (the Copyright Act) and as such is a work specially commissioned for use by Olander. All worldwide rights, title, and interest in and to any and all Work Product, including, without limitation, each and every discovery, invention or improvement that may be conceived or developed as a result of or in connection with Seller producing and providing the Work Product, shall be the sole property of Olander. Seller hereby agrees to assign and does hereby assign, to Olander all worldwide rights, title, and interest in and to all such Work Product, including any intellectual property contained therein. Seller shall if requested by Olander execute all documents and perform all other acts necessary, at the discretion of Olander, to evidence Olander's ownership of the Work Product and the above-mentioned proprietary rights therein.
  2. Subcontracting. Seller shall not procure, or contract for the procurement of, any item covered by a PO in completed or substantially completed form, or any service to be performed by Seller, without first securing the written approval of Olander.
  3. Events of Default. Seller shall be deemed to be in default hereunder upon a breach of any of the terms of this Agreement or of any PO if Seller fails to timely cure said breach within five (5) day after written notice from Olander (email sufficient). Seller further shall be deemed to be in default hereunder upon the occurrence of any of the following events, or of any other comparable event; insolvency of the Seller; Seller's filing of a voluntary petition in bankruptcy; the filing of any involuntary petition to have Seller declared bankrupt provided it is not vacated within thirty (30) days from the date of filing; the appointment is not vacated within thirty (30) days from the date of such appointment; or the execution by Seller of an assignment for benefit of creditors. Upon default by Seller hereunder, Olander may terminate any or all outstanding POs without liability immediately upon written notice to Seller (email sufficient), and exercise any rights and remedies as may be provided hereunder or by operation of applicable law or at equity.
  4. Assignment. Seller may not assign a PO or this Agreement or any of its rights or obligations hereunder or thereunder to any third party without Olander's prior written consent. For purposes of this provision, a merger, stock sale or other transfer by operation of law shall be deemed an "assignment" for which consent is required hereunder.
  5. Governing Law and Forum. This Agreement will be interpreted according to the laws of the State of California without regard to its conflict of laws provisions. The parties expressly disclaim the applicability of the United Nations Convention on Agreements for the International Sale of Goods. Seller hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America located in Santa Clara County, California for any proceeding relating to this Agreement (and agrees not to commence any proceeding relating thereto except in such courts). Seller hereby irrevocably and unconditionally waives any objection to the laying of venue, and agrees not to claim that any proceeding brought in any such court has been brought in an inconvenient forum.
  6. Severability. In the event a provision of this Agreement is determined to be invalid, illegal or unenforceable, it will not affect the validity, legality or enforceability of any other provision of the Agreement and the parties agree that the remaining provisions will be deemed to be in full force and effect.
  7. Modifications, Complete Agreement. No modifications of the Agreement will be effective unless in writing and signed by authorized representatives of the parties. No course of performance or any course of dealing or usage of trade shall vary the express terms hereof. Except as otherwise expressly set forth herein, this Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of the Agreement.
  8. Attorney Fees. In the event either party hereto shall resort to action at law or equity for the redress of a breach of this TCP or any PO, the prevailing party shall be entitled to an award of all costs and expenses incurred during such action, including reasonable attorneys' fees and disbursements.
  9. Force Majeure. Seller will not be liable to Buyer for any delay or failure of delivery of any Products or other nonperformance caused in whole or part by any contingency or event beyond Seller's reasonable control, including, without limitation, acts of any government, war, riots, acts of God, machinery breakage, or any shortage of or inability to secure labor, labor strikes, transportation facilities, fuel energy, raw materials, supplies, or machinery at reasonable prices or from regular sources. In the event of the occurrence of any of the foregoing, Seller may distribute its available goods and material among its Buyers on such a basis as Seller deems fair and equitable, without liability to Buyer. If such an event results in a continuous delay of fourteen (14) days either party may terminate this Agreement upon written notice to the other party (email sufficient) without incurring any liability, other than Olander's obligation to pay for all outstanding invoices for Products shipped and/or received prior to said termination date.



Terms and Conditions of Returns

We appreciate your business, and we want you to be completely satisfied with your purchase. If you are not satisfied with your purchase, The Olander Family of Companies (Olander) may provide you with an exchange or refund if you meet the requirements outlined below.

Here’s how:

All returns require prior authorization and must be returned in the original packaging. To receive prior Authorization for a Return Merchandise Authorization form (RMA) by contacting the Inside Sales Representative with whom you placed your order by calling (800) 538-1500 for Sunnyvale, (800) 262-3306 for Rancho Cordova, or (800) 562-1914 for Woodinville. When your RMA is approved, your Inside Sales Representative will email or fax your RMA Acknowledgement form to you. Be sure to enclose the RMA Acknowledgement form and a copy of the original invoice with the returned product and mark the outside of the package with your RMA number (found on the RMA Acknowledgement form). Please keep the RMA number and reference it when calling to check on the status of your return.

Additional things to know about our Return Policy:

  • All RMA requests must be made within thirty (30) days of the invoice date; RMA requests will not be accepted after thirty (30) days of the invoice date.
  • RMAs are only considered valid for thirty (30) days after the RMA Acknowledgement date. Returned product(s) must be received within those thirty (30) days. Any product received after thirty (30) days of the RMA issue date will not be issued a credit, as the RMA will be considered void.
  • All tool sales are final, including Will Call and Counter sales.
  • All product(s) must be returned in original packaging, including original Olander labels, with the lot and/or control numbers maintained and visible.
  • Customers are to maintain lot control integrity for all returned products. Any product that does not contain the original packaging and labels with the lot control information will not be accepted.
  • All returned parts are subject to quality, operational, and/or performance tests or inspections by Olander Quality.
  • If the returned products’ original packaging appears to be opened or tampered with in any way, the product will be counted upon receipt at Olander and a credit issued only for the quantity received, regardless of the quantity stated on the RMA form.
  • Non-defective generic items are subject to a minimum restocking fee of 20%. If the manufacturer has a higher restocking fee, the higher fee would apply.
  • We will not accept any returns for special order items.
  • The Olander Family of Companies reserves the right in its sole discretion to replace defective parts, to issue a refund, or to reject an RMA request as the Company sees fit.
  • Shipping or freight charges for returned products may be eligible for a refund on a case by case basis and at Olander's sole discretion.
  • All products, unless otherwise stated, are covered by their respective manufacturer's warranties. If returned within thirty (30) days of the invoice date, we will repair or replace, at our sole discretion, any product that is deemed defective. After thirty (30) days, the manufacturer's warranty process must be followed.

Company Disclaimers:

The Olander Family of Companies reserves the right to refuse credit if products are returned outside the above procedures. This Return Policy is subject to change at any time, without notice, solely at The Olander Family of Companies’ discretion.

Additional Comments:

Material damaged in transit and shortage claims must be reported to The Olander Family of Companies within five (5) working days of receipt and noted to the carrier on the receiving documents. Damaged material should be left in original cartons for inspection. Concealed damage or loss must be inspected by the carrier within fifteen (15) days after delivery and the carrier's report must be forwarded to The Olander Family of Companies prior to approval. The Olander Family of Companies reserves the right to have a local representative inspect the damaged goods.

 
 
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