Bulk Orders
   

TERMS & CONDITIONS OF PURCHASE

 

                                                                                     

 

    1. 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 Company (“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 execution of the acknowledgment copy of the PO, electronic transmission
      (fax or email sufficient), delivery of the products, 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, acknowledgement, 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.

     

    1. 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.

     

    1. 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 available on its website at routingguide.olander.com 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. 

     

    1. 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 therefor 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 excercise 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.

     

    1. 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 both parties.

     

    1. 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 cancelled 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 cancelled POs.

     

    1. 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
    1. remedies provided in law or equity or which are otherwise available to Olander.

     

    1. 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.

     

    1. 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.

     

    1. 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.

     

    1. 11.     Indemnity.
    2.  
    3.           (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.
    4.          (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.

     

 

PAGE 1 - PAGE 2



 Click on thumbnail to view our Line Card

Olander Line Card

 

Having trouble viewing PDF's?

Click HERE to install Adobe Reader