Terms and Condition

Terms and Conditions

(Updated on 11.14.2025)

The Olander Family of Companies Terms and Conditions of Purchase (TCP)

Terms and Conditions of Sale

1. General Terms

These Terms and Conditions of Sale ("TCS") govern all sales of products and services by The Olander Family of Companies ("Seller") and shall supersede, override, and take precedence over any conflicting or additional terms proposed by the Buyer, whether in a purchase order, contract, or other communication. Any terms and conditions submitted by the Buyer that conflict with, modify, or attempt to replace these T&Cs are expressly rejected and shall have no legal effect unless expressly agreed to in writing by Seller. Acceptance of a purchase order, fulfillment of an order, or any other form of performance by Seller does not constitute acceptance of any Buyer-imposed terms. No modification, amendment, or alteration of these T&Cs shall be valid unless expressly agreed to in writing and signed by an authorized representative of Seller. By placing an order with Seller, the Buyer acknowledges and agrees to be bound exclusively by these Terms & Conditions of Sale.

2. Pricing and Security

Pricing

All prices are firm for thirty (30) days from the date of quotation unless otherwise specified. The Olander Family of Companies rejects any and all financial penalties, chargebacks, or automatically applied invoice deductions issued by customers for alleged non-conforming orders. All claims related to non-conforming products must be formally submitted within 30 days of the invoice date through Olander’s Return Material Authorization (RMA) procedure.

Prices quoted by Olander are based on the best available cost information at the time of quotation. Due to the volatility of tariffs, trade policies, and supplier-imposed surcharges, quoted pricing is subject to change.

By placing an order with Olander, the customer acknowledges and accepts that final pricing may be subject to adjustment.

Security

To secure full payment and performance of all obligations owed by Buyer to Seller under this Agreement, Buyer grants Seller a purchase money security interest in all Products supplied by Seller under any Quote, along with all proceeds derived therefrom. Buyer agrees to cooperate fully with Seller in protecting and perfecting this security interest, including but not limited to executing and delivering any agreements, documents, or instruments reasonably required by Seller to ensure the validity, enforceability, and priority of Seller’s security interest. Buyer expressly authorizes Seller to prepare, execute, and file any UCC financing statements, continuation statements, or amendments necessary to perfect and maintain its security interest, without requiring Buyer’s additional consent or signature. This security interest shall remain in effect until all outstanding amounts owed to Seller are paid in full.

3. Invoices and Payment Terms

Payment terms are net thirty (30) days from the invoice date. If applicable, extended discounted terms applies to the invoice date, not date of goods received. Discounts taken do not apply to sales tax or freight. 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. Unauthorized invoice deductions or financial penalties will not be accepted, and full payment of invoiced amounts remains due as agreed.

4. Shipping, Delivery & Risk of Loss

4.1 Delivery Terms

All shipments are Ex Works (EXW) Seller’s facility unless otherwise agreed in writing. Risk of loss transfers to Buyer upon delivery to the carrier. Products are processed and packaged using weight-based scaling, not individual count, in accordance with industry standards recognized by the Industrial Fasteners Institute (IFI) and the National Fastener Distributors Association (NFDA). Due to the standard use of scale counting in the commercial fastener industry, minor variances in quantity are common.

Seller reserves the right to over or under ship by up to three percent (3%), which is below the industry standard. Shortages or overages within this threshold are considered acceptable, and Seller does not expect to process RMAs for shortages or issue additional billing for overages within this range. In special circumstances, management may authorize an RMA/credit at its discretion, but customers should not expect an automatic adjustment for variances within the stated limit.

Claims for discrepancies exceeding this threshold must be submitted in writing within ten (10) days of receipt.

In the event that Seller’s supply of Products is insufficient to fulfill all outstanding orders, Seller reserves the right to allocate available inventory at its sole discretion, including prioritizing its own operational needs and distributing Products among its customers, whether under contract or not. Seller shall not be liable to Buyer for any failure to fulfill an order in its entirety due to such supply constraints.

If Seller is unable to ship a complete order, Buyer agrees to accept partial deliveries, with Seller retaining a reasonable timeframe beyond the original due date to fulfill the order in full without incurring liability. Additionally, Seller reserves the right to over- or under-ship by up to ten percent (10%) of the quantity specified in the Quote. In such cases, Seller may, at its discretion, consider the order fulfilled upon delivery of such adjusted quantities.

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.

4.2 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.

4.3 Supply Allocation & Partial Shipments

5. Returns & Inspection

5.1 Inspection & Acceptance

Buyer shall inspect all products within thirty (30) days of the invoice date. Failure to provide written notice of any nonconformance within this period constitutes unconditional acceptance. Buyer’s right to reject products is limited to defects that materially impair functionality. Minor cosmetic or incidental defects do not constitute grounds for rejection.

5.2 Returns Policy

All returns require prior authorization within thirty (30) days of the invoice date. Unauthorized returns will not be accepted. Non-defective returns may be subject to a restocking fee. Special order items and tools are non-returnable.

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 products(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 returned products must be in their original, sealed packaging, including Olander labels, with lot and/or control numbers clearly visible and intact. Products without their original sealed packaging and legible lot control labels will not be accepted.
Where Olander is responsible for an order processing error, items must still be returned in their original Olander packaging with the label and lot details visible, though the package does not need to remain sealed.

All returned parts are subject to quality, operational, and/or performance tests or inspections by Olander Quality.
Returned products 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 will 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 manufacturers’ 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.

As mentioned in Section 4, quantity variances in shipments follow standard industry practices, as outlined in our Terms & Conditions of Sale. Products are processed and packaged by weight-based scaling, not individual count, in accordance with Industrial Fasteners Institute (IFI) and National Fastener Distributors Association (NFDA) standards. Due to standard scale-counting practices, minor overages or shortages of up to three percent (3%) are acceptable and will not have a credit issued unless authorized by management. Claims for discrepancies exceeding this threshold must be submitted in writing within ten (10) days of receipt.

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.

6. Regulatory Compliance & Product Data

6.1 Chemical Composition & Raw Material Data

Chemical composition data and raw material certifications are not freely flowed through the supply chain for standard Commercial-Off-The-Shelf (COTS) products. Customers requiring chemical composition details, raw material certifications, or mill reports must explicitly state these requirements at the time of RFQ submission but no later than PO submission. Requests for this level of data may impact pricing and cannot be accommodated after order processing.

Additionally, due to evolving tariff regulations and customs enforcement, certain regions may require certification of raw material origin to ensure compliance with import restrictions. Customers are responsible for identifying and communicating any tariff-related documentation needs during the quoting process so that Olander can quote an appropriate part number and any associated costs. As global trade policies continue to change, customers must proactively request material data before order placement to avoid delays or non-compliance.

6.2 CMRT Statement

Olander is a distributor of commercial fasteners and other Class C products, and we do not typically receive chemical composition data from manufacturers. Additionally, as a non-public company, Olander is not subject to Section 1502 of the Dodd-Frank Act. Olander requires all suppliers to source materials responsibly and comply with applicable regulations regarding conflict minerals, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 1502.

6.3 EU RoHS & REACH Compliance

RoHS and REACH compliance data is not available for all commercial products. Olander strives to meet the requirements of EU RoHS and REACH by collecting documentation from our suppliers where available. Customers requiring RoHS or REACH compliance documentation must specify these requirements at the time of RFQ or PO submission. Requests for additional documentation cannot be accommodated after the close of a transaction.

6.4 Flow Down Requirements

As a distributor of commercial fasteners and Class C products, Olander does not engage with manufacturers to impose customer-specific flow-down requirements on inventory already on hand. Standard inventory is sourced from multiple suppliers as commercially available, and flow-down provisions cannot be retroactively applied to existing stock. Customers requiring specific manufacturing location controls, supplier approvals, enhanced traceability, or special processing requirements must state these needs at the time of RFQ submission, as they may affect sourcing decisions, lead times, and associated costs.

6.5 REV Controlled Customer Part Numbers

Orders referencing a REV-controlled customer part number must be accompanied by the current revision-controlled specification at the time of RFQ or PO submission. If a specification or drawing is not submitted, Olander cannot confirm compliance with specific revision requirements and will fulfill the order based solely on the item description provided in the customer’s RFQ or PO.

6.6 End-of-Life & Product Discontinuance

Seller does not typically receive advance notice of product discontinuation until an RFQ is submitted. Buyers requiring confirmation of an item’s status must request a quote prior to order placement.

6.7 Date of Manufacture

Commercial fasteners do not include a date of manufacture as part of the standard available data. Olander can only provide Lot details and Country of Origin (COO) as available from the supplier. A specific date of manufacture will not be provided for commercial fasteners.

7. Retail, E-Commerce, and Informal Orders

Orders placed through our E-Commerce Store, retail sales counter, or submitted without a formal purchase (where Olander has had the opportunity to review and accept specific terms and conditions) are fulfilled as-is and limited to standard Commercial-Off-The-Shelf (COTS) fasteners. As a courtesy, the Olander Family of Companies may reference a customer-provided PO number for documentation or order processing purposes; however, customer-specific terms, conditions, or special requirements will not be reviewed, accepted, or applied to these transactions. Any such requirements must be communicated in advance and processed through our inside sales team.

8. Legal Terms

8.1 Governing Law & Venue

This Agreement shall be governed by the laws of the State of California, without regard to conflict of laws principles. The parties agree to exclusive jurisdiction in the courts of Santa Clara County, California.

8.2 Attorneys’ Fees

In any dispute arising from this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and litigation costs.

By placing an order with Olander, Buyer agrees to these Terms and Conditions of Sale.

8.3 Warranty & Limitation of Liability

Seller warrants that the products supplied by Olander conform to the manufacturer or the industry specifications at the time of sourcing. Seller does not provide additional warranties beyond those offered by the manufacturer. SELLER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.4 Intellectual Property & Indemnity

Seller retains all rights to its proprietary information and shall not be liable for infringement claims related to standard COTS products. Buyer agrees to indemnify and hold Seller harmless from any third-party claims arising from modifications, misuse, or integration of products into Buyer’s assemblies.

8.5 Force Majeure
Seller shall not be liable or deemed in default for any failure or delay in performance under this Agreement resulting from causes beyond its reasonable control. Such causes include, but are not limited to: acts of God, fire, flood, earthquake, storm, explosion, epidemic, pandemic, labor disputes, acts of war or terrorism, civil disturbances, transportation delays, shortages of materials, supplier or vendor delays, governmental orders or restrictions, or changes in laws or regulations. In such cases, Seller’s time for performance shall be extended for a period equal to the duration of the delay, and Seller shall not be liable for any damages, whether direct, indirect, incidental, or consequential, arising from such delay or nonperformance.

9. Taxes and Duties

9.1 Taxes

In addition to the purchase price, Buyer shall be solely responsible for all applicable sales, use, excise, value-added taxes (VAT), and other governmental charges imposed in connection with the purchase, sale, or delivery of the Products. For tax purposes, title to the Products transfers to Buyer upon shipment from Seller’s facility, regardless of the mode of transport. Buyer shall indemnify and hold Seller harmless from any claims, penalties, or liabilities arising from Buyer’s failure to pay applicable taxes. All taxes and duties shall be interpreted and applied in accordance with applicable federal, state, or local laws, or international regulations, as applicable.

9.2 Duties

Buyer shall be solely responsible for all applicable tariffs, duties, and other governmental charges imposed in connection with the purchase, sale, or delivery of the Products. Seller is not an importer and assumes no responsibility for customs clearance, import duties, or any related compliance requirements. Buyer shall indemnify and hold Seller harmless from any claims, penalties, or liabilities arising from Buyer’s failure to pay applicable duties.

Buyer shall ensure compliance with all applicable import/export laws and shall obtain, at its own expense, any required licenses or permits

10. Export/Import & Government Procurement

10.1 Export/Import Documentation & Compliance

Buyer shall be solely responsible for obtaining and maintaining, at its own cost and expense, all required licenses, permits, and regulatory approvals necessary for the export, import, resale, or use of the Products in any jurisdiction. Seller is not the importer of record and shall not be responsible for any compliance obligations related to Buyer’s importation or exportation of the Products.

Buyer agrees to comply with all applicable export, import, trade, and compliance laws and regulations, including but not limited to:
(i) The U.S. Export Administration Regulations (EAR),
(ii) The U.S. International Traffic in Arms Regulations (ITAR),
(iii) The U.S. Foreign Corrupt Practices Act (FCPA),
(iv) 15 C.F.R. 280 (Fastener Quality Act) as applicable, and
(v) Any other applicable national, state, or local regulations governing the import, export, or distribution of the Products.

Buyer shall be responsible for paying any and all applicable duties, tariffs, taxes, and fees associated with importation or exportation and shall indemnify and hold Seller harmless from any liability arising from Buyer’s failure to comply with such laws.

Buyer shall not, directly or indirectly, engage in any activity that violates U.S. or international sanctions laws, including transactions with restricted or embargoed countries, parties, or individuals as designated by the U.S. Department of Commerce, U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), or other applicable authorities.

Buyer represents, warrants, and covenants that it shall not offer, promise, or provide, directly or indirectly, any bribe, kickback, or improper payment to any government official, political party, political candidate, or any third party who would in turn provide such a payment. Upon Seller’s request, Buyer shall supply affidavits or certifications of compliance with these obligations.

Failure to comply with this section shall constitute a material breach of contract, entitling Seller to terminate any outstanding orders immediately and seek any applicable remedies.

10.2 Government Procurement & Classified Information

Orders placed on behalf of a government entity must be clearly identified on the PO. Buyer is responsible for marking and communicating any controlled information. Seller is not responsible for compliance with government procurement regulations unless explicitly agreed in writing.

Terms and Conditions of Purchase

1. Offer, Acceptance, and Entire Agreement

These Terms and Conditions of Purchase ("TCP"), together with any accompanying or referenced purchase order(s) ("POs") issued by The Olander Family of Companies ("Olander"), constitute Olander's offer to purchase products and/or services from the seller identified in the PO ("Seller"). This offer expressly limits acceptance to the terms contained herein. Any additional, different, or conflicting terms proposed by Seller in any form, including quotations, acknowledgments, or invoices, are hereby rejected and shall have no force or effect unless expressly agreed to in writing and signed by an authorized representative of Olander.

Seller accepts this offer and agrees to be bound by this TCP and applicable POs (collectively, the "Agreement") by any of the following actions:

Signing and returning the PO or acknowledgment;
Sending an electronic confirmation (e.g., via email or EDI);
Commencing or continuing performance; or
Any other conduct that reasonably indicates acceptance.

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, communications, and understandings, whether oral or written. No modification or waiver of any provision shall be valid unless in a written instrument signed by authorized representatives of both parties. No course of performance, dealing, or trade usage shall modify or interpret the terms herein. These terms apply to all current and future POs issued by Olander, unless otherwise agreed in writing.

2. Prices

Unless otherwise stated in the PO or this Agreement, the price specified in the PO ("Purchase Price") is firm and inclusive of all costs related to the sale and delivery of the products or services, including but not limited to taxes, tariffs, duties, packaging, insurance, and handling. Olander shall not be liable for any charges beyond the Purchase Price unless agreed to in writing.

Seller is solely responsible for all taxes based on its income or business operations and shall indemnify Olander from any such liabilities. Any attempt to increase prices post-acceptance without written agreement shall be null and void.

3. Delivery, Shipping, and Packaging Requirements

Delivery: Time is of the essence. Seller shall deliver all products/services strictly in accordance with the PO schedule. Failure to do so constitutes a material breach.

If a delay is anticipated or occurs, Seller must notify Olander immediately with an explanation and revised delivery schedule. Olander reserves the right to:

Accept revised schedules;
Reject late deliveries;
Cancel the PO without liability;
Procure substitutes at Seller’s expense; or
Pursue all available remedies.

Packaging: Seller must ensure proper packaging for ground or air transportation. Improper packaging that causes damage may result in rejection and return at Seller’s expense.

Shipping: Unless otherwise stated, all shipments are F.O.B. Seller's U.S. distribution point. Title and risk of loss pass to Olander upon loading. Seller shall:

Follow Olander's PO instructions;
Meet packaging and labeling standards for safety and preservation of goods as appropriate;
Include accurate shipping documents with Olander PO number;
Bear costs for noncompliance with instructions.

4. Supplier Quality and Compliance Requirements

Olander reserves the right to audit certifications and supplier compliance at any time.

CMRT (“Conflict Minerals Reporting Template”) Statement:
- Olander requires all suppliers to source materials responsibly and comply with applicable regulations regarding conflict minerals, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 1502. Olander is a distributor of commercial fasteners and other Class C products, and we do not typically receive chemical composition data from manufacturers, therefore we rely on our suppliers to ensure that any products supplied are sourced in accordance with ethical and legal standards. By accepting a purchase order from Olander, the supplier certifies that any materials provided comply with applicable conflict minerals regulations to the best of their knowledge and sourcing capabilities.
Restricted Regions Statement:
- Olander does not accept materials from any regions subject to trade restrictions, sanctions, or embargoes as defined by the United States government, European Union, or other applicable regulatory bodies. Suppliers are responsible for ensuring that all materials provided comply with these restrictions. Any materials found to be of restricted origin will be subject to immediate rejection and return at the supplier’s expense and may result in removal from Olander’s approved supplier list.
Country of Origin Requirement:
- All suppliers are required to provide Country of Origin (COO) information on all shipping documents accompanying each shipment, including but not limited to packing slips, invoices, and certificates of compliance. Each item shipped must have a clearly stated COO to ensure compliance with trade regulations, import/export laws, and customer requirements.
- Shipments lacking COO documentation will be subject to rejection and return at the supplier’s expense. Failure to comply with this requirement may result in removal from Olander’s approved supplier list.

AS9100D Purchasing Standard Terms and Conditions

The requirements in this section apply to items purchased under the AS9100D standard. Olander will identify which industry-critical items are covered by these AS9100D requirements. As part of these Terms and Conditions, the supplier is committed to:

Implement and maintain a quality management system (QMS); that includes:

using a customer-designated or approved external providers, including process sources (e.g. special processes);
notifying the organization of nonconforming processes, products, or services and obtain approval for their disposition or proposed resolution within 48 business hours of becoming aware of an issue which impacts current or previous Olander purchases;
preventing the use of counterfeit parts or products and notifying Olander within 48 business hours of becoming aware of an issue with suspected or confirmed counterfeit parts or products which impact current or previous Olander purchases;
notifying the organization of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain the organization’s approval or acknowledgement in writing;
flowing down to external providers applicable requirements including customer requirements through a documented process or procedure;
providing test specimens for design approval, inspection/verification, investigation, or auditing upon written request;
retaining documented information, including retention periods and disposition requirements for a minimum of 10 years and providing access to Olander upon written request within 7 days;
providing the right of access by the organization, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain within 14 days following written request unless otherwise agreed to in writing;

ensure that employees and persons representing the supplier are aware of:

their contribution to product or service conformity (e.g. proper training);
their contribution to product safety (e.g. counterfeit prevention);
the importance of ethical behavior (e.g. employee code of conduct)

5. Product Warranty, Inspection, and Remedies

Warranty: Seller warrants that all products:

Conform to specifications, drawings, and samples;
Are merchantable, defect-free, and fit for intended purpose;
Are free of liens or IP infringement;
Comply with all applicable laws and regulations.

These warranties:

Survive inspection, acceptance, and payment;
Extend to Olander, its successors, and end users;
Are in addition to any statutory or implied warranties.

Inspection and Rejection:

Supplier Inspection of Products:
Seller represents and warrants that all products supplied to The Olander Family of Companies have undergone appropriate incoming inspection and quality checks prior to shipment. At a minimum, Seller shall verify conformance to applicable specifications, part numbers, and purchase order requirements. Inspections must be performed in accordance with generally accepted industry practices such as ANSI/ASQ Z1.4 or NIST-referenced methods for sampling and visual/mechanical inspection, as applicable.

Seller shall not rely solely on manufacturer-supplied documentation for quality assurance and must perform its own verification unless otherwise agreed in writing by Olander. Failure to perform incoming inspection may constitute a breach of contract and may result in product rejection, return at Seller’s expense, or removal from Olander’s approved supplier list.

Olander may inspect products post-delivery and reject any that are:

Nonconforming, late, over/under quantity, damaged, or undocumented.

Olander may return or hold rejected goods at Seller’s expense and require repair, replacement, or refund.

Remedies: Olander may:

Cancel the PO;
Require repair/replacement;
Procure substitutes and recover costs;
Offset damages against amounts due to Seller;
Return excess goods at Seller’s cost.

6. Changes and Cancellations

No modification of the Agreement or PO shall be valid unless agreed to in writing by both parties. Olander is not liable for unauthorized changes. Olander may cancel a PO at any time without liability, unless cancellation fees are agreed to in advance in writing.

7. Indemnity

Seller shall indemnify, defend, and hold harmless Olander and its affiliates from any claims, losses, or expenses arising from:

Breach of this Agreement;
Product nonconformance;
Negligence or misconduct;
IP infringement;
Regulatory violations;
Environmental liabilities.

Olander will provide prompt notice of any claim and may assume control if Seller fails to defend it.

8. Confidentiality and Data Security

Seller shall keep Olander’s confidential information secure and use it only to fulfill its obligations. If handling electronic data, Seller must implement safeguards (e.g., NIST SP 800-171) and report breaches within 72 hours. Confidential data must be returned or destroyed upon request or termination.

9. Ownership of Work Product and Tooling

All intellectual property developed for Olander is Olander’s sole property. Work Products are considered "works for hire" or are assigned to Olander. Seller shall mark and safeguard all Olander-owned tooling and use it only for Olander’s work. Seller must return or dispose of tooling per Olander’s instructions and carry appropriate insurance.

10. Subcontracting and Assignment

Seller may not subcontract or assign any part of a PO without prior written consent. Any unauthorized assignment is void. Seller remains responsible for subcontractor compliance.

11. Events of Default

Seller is in default if it:

Breaches this Agreement and fails to cure within 5 days;
Becomes insolvent or bankrupt;
Suspends operations or liquidates.

Upon default, Olander may terminate POs and pursue any remedy available under law.

12. Governing Law and Forum

This Agreement is governed by California law. All disputes shall be resolved in the state or federal courts of Santa Clara County, California. The parties agree to mediate in good faith before filing suit.

13. Severability

If any provision is found invalid or unenforceable, the remainder shall remain in effect. The parties shall negotiate in good faith to replace any unenforceable provision with one reflecting the original intent.

14. Attorneys’ Fees

In any legal proceeding related to this Agreement, the prevailing party shall recover reasonable attorneys’ fees and costs.

15. Force Majeure

Seller shall not be liable to Buyer, nor deemed to have breached this Agreement, for any failure or delay in fulfilling its obligations where such failure or delay is caused by circumstances beyond Seller’s reasonable control. These circumstances include, but are not limited to: acts of God, flood, fire, earthquake, explosion, governmental actions (including adverse trade actions, imposition of tariffs or quotas, anti-dumping measures, or actions taken for reasons of national security), war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest, national emergency, revolution, insurrection, epidemic or pandemic, labor disruptions (including strikes or lockouts, whether or not involving Seller’s workforce), restraints or delays affecting carriers, inability or delay in obtaining adequate materials or supplies, telecommunications failure, or power outage.

Terms and Conditions of Returns

Here’s how:

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: