These terms of sale govern your purchase of any product offered by padlock outlet. Please read these terms of sale carefully. They contain very important information about your rights and obligations as well as limitations and exclusions that may apply to you.
By placing an order with padlock outlet, you acknowledge that you have read, accepted and have agreed to be bound by these terms of sale, without limitation or qualifications. These terms of sale are subject to modification without prior written notice and at any time in the sole discretion of Padlock Outlet.
All references in this document to "Seller" shall include Padlock Outlet, www.padlockoutlet.com, and / or any parent, subsidiary or affiliate of Padlock Outlet (including any division of the foregoing) whether or not performing any or all of the scope hereunder or specifically identified herein. All references to "Buyer" shall include all parent(s), subsidiaries and affiliates of the entity placing the order. Buyer and Seller may be referred to individually as a "Party" and collectively as "Parties".
2. Binding Terms.
All sales to Buyer are subject to these Terms, which shall prevail over any inconsistent terms of Buyer’s purchase order or other documents. Additional or different terms and conditions in any way altering or modifying these Terms are expressly objected to and shall not be binding upon Seller unless specifically accepted in writing by Seller’s authorized representative. No modification or alteration of these Terms shall result by Seller’s shipment of goods following receipt of Buyer’s purchase order, or other documents containing additional, conflicting or inconsistent terms. There are no terms, conditions, understandings, or agreements other than those stated herein, and all prior proposals and negotiations are merged herein. These Terms are binding on the Parties, their successors, and permitted assigns.
Prices on Seller website, catalogs or in Seller quotes are subject to change without notice, unless otherwise noted by Seller in writing. Price extensions if made are for Buyer’s convenience only, and they, as well as any mathematical, stenographic or clerical errors, are not binding on Seller. Prices shown do not include any sales, excise, or other governmental tax or charge payable by Seller to any federal, state or local authority. Any taxes now or hereafter imposed upon sales or shipments will be added to the purchase price, and Buyer shall reimburse Seller for any such tax or provide Seller with an acceptable tax exemption certificate. All prices and other terms provided to Buyer shall be kept confidential except to the extent a Party is required by law to disclose the same.
4. Force Majeure.
Seller shall not be liable for delay or default in delivery resulting from any cause beyond Seller’s reasonable control, including, but not limited to, governmental action, strikes or other labor troubles, fire, damage or destruction of goods, wars (declared or undeclared), acts of terrorism, manufacturers’ shortages, availability or timeliness of transportation, materials, fuels, or supplies, and acts of God (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event: (a) the time for Seller’s performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly; (b) the purchase price shall be adjusted for any increased costs to Seller resulting from such Force Majeure Event; and (c) Buyer shall not be entitled to any other remedy.
5. Limited Warranty.
Seller is a reseller of goods only, and as such does not provide any warranty for the goods it supplies hereunder. Notwithstanding this As-Is limitation, Seller shall pass through to Buyer any transferable manufacturer’s standard warranties with respect to goods purchased hereunder. Buyer and persons claiming through buyer shall seek recourse exclusively from manufacturers in connection with any defects in or failures of goods, and this shall be the exclusive recourse of buyer and persons claiming through buyer for defective goods, whether the claim of buyer or the person claiming through buyer shall sound in contract, tort, strict liability, pursuant to statute, or for negligence. Buyer shall pass these terms to subsequent buyers and users of goods. Seller excludes and disclaims all other express and implied warranties, including, but not limited to, all implied warranties of merchantability and fitness for a particular purpose. Seller assumes no responsibility whatsoever for seller’s interpretation of plans or specifications provided by buyer, and buyer’s acceptance and use of goods supplied hereunder shall be premised on final approval by buyer or by buyer’s reliance on architects, engineers, or other third parties rather than on seller’s interpretation. To the extent not prohibited by applicable law, in no event, whether in contract, warranty, indemnity, tort (including, but not limited to, negligence), strict liability or otherwise, arising directly or indirectly out of the performance or breach of these terms, shall seller be liable for (a) any incidental, indirect, punitive, special, consequential or similar damages such as loss of use, lost profits, attorneys’ fees or delay damages, even if such damages were foreseeable or caused by seller’s breach of this agreement, (b) any claim that properly is a claim against the manufacturer, or (c) any amount exceeding the amount paid to seller for goods furnished to buyer which are the subject of such claim(s). All claims must be brought within one year of accrual of a cause of action.
6. Product Suitability.
Many countries, states, and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring areas. While Padlock Outlet attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Before purchase and use of a product, please review the product application, and national and local codes and regulations, to be sure that the product, installation, and use will comply with them.
Buyer shall indemnify, defend, and hold Seller its officers, directors, employees and agents harmless from any and all costs (including attorneys’ and accountants’ fees and expenses), liabilities and damages resulting from or related to any third party (including Buyer’s employees) claim, complaint and/or judgment arising from Buyer’s use of any goods furnished hereunder, as well as any negligent, intentional, or tortious act or omission of Buyer or any material breach by Buyer of these Terms. In addition, Buyer shall pay Seller all costs and expenses of collection, suit, or other legal action brought as a result of the commercial relationship between them, including, but not limited to, all actual attorneys’ and paralegals’ fees, and collection costs, incurred pre-suit, through trial, on appeal, and in any administrative or bankruptcy proceedings. Any cause of action that Seller has against Buyer may be assigned without Buyer’s consent to Padlock Outlet or to any affiliate, parent or subsidiary of Padlock Outlet.
8. Freight Policy.
The F.O.B. point shall be Seller’s store or warehouse, or the manufacturer’s shipping point, and all responsibility and costs of shipping and delivery beyond the applicable F.O.B. point shall be borne by Buyer. Title and risk of loss shall pass to Buyer at the applicable F.O.B. point, which for goods not delivered in Seller’s own vehicles shall be when Seller delivers the goods to the common carrier. All claims for shortage of goods or for loss or damage to goods as to which Seller has the risk of loss shall be waived unless Buyer, within 10 calendar days after receipt of the short or damaged shipment, gives Seller written notice fully describing the alleged shortage or damage. Partial shipments are permitted at Seller’s discretion.
9. Damaged or Lost Merchandise.
Extreme care should be exercised by anyone receiving merchandise from a common carrier. The transportation industry is in the process of deregulation and is taking a very firm stand on freight claims. We have listed several items which you should be aware of concerning the transfer of goods.
a. When we ship the good, we receive a signed bill of lading acknowledging that that transportation company received the shipment in good condition. OUR RESPONSIBILITY FOR THE SHIPMENT CEASES AT THAT POINT.
b. You should thoroughly inspect the shipment as soon as it is received for visible damage to the shipping container.
c. If any of the goods on the freight bill are short or damaged – DO NOT SIGN THE FREIGHT BILL UNTIL THE FREIGHT AGENT (DRIVER) MAKES A NOTATION ON YOUR COPY OF THE FREIGHT BILL.
d. If any concealed damage is discovered, notify your freight agent at once and request them to make an inspection. YOU MAY DO THIS BY PHONE, BUT IT MUST BE CONFIRMED IN WRITING AND IT MUST BE DONE WITHIN 15 DAYS OF DELIVERY. You must also retain the damaged shipping container for the inspector.
e. We are willing to assist you in collecting claims for loss or damage, but this willingness on our part does not make us responsible for the collection of claims or replacement of this material.
WE WILL NOT BE ABLE TO HELP YOU WHEN YOU GIVE ANY CARRIER OR TRANSFER AGENT A CLEAR RECEIPT.
Unless the merchandise is defective or the return is a direct result of our error. Requests for returns must be made by e-mail and within 7 business days of receipt of merchandise. Send e-mails to customer service at firstname.lastname@example.org stating the reason for your return request along with the following information. a. The order number b. The item number c. The quantity d. Your contact information
We will e-mail you a Return Goods Authorization Number (RGA).
No returned merchandise will be accepted without a RGA. We will credit you in the same manner as your original payment within 7 days of receiving the returned item. Shipping charges will not be refunded. Unauthorized returns received without a RGA number will not be credited
11. Payment Terms.
Government and institutional buyers by signed purchase order or credit card. All others credit card or Paypal, unless we have approved a credit application. Notwithstanding the foregoing, all orders are subject to Seller’s continuing approval of Buyer’s credit. If Buyer’s credit is not approved or becomes unsatisfactory to Seller then Seller, in its sole discretion, may suspend or cancel performance, or require different payment terms, including but not limited to cash on delivery or in advance of shipment. In addition, Seller may in its discretion require an advance deposit of up to 100% of Seller’s selling price for any specially manufactured goods ordered by Buyer hereunder. Payments due hereunder shall be made in the form of cash, check, or money order, or other tender approved in writing by Seller. Seller may, in its sole discretion, apply Buyer’s payment against any open charges. Past due accounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, continuing after Seller obtains judgment against Buyer. Seller may exercise setoff or recoupment to apply to or satisfy Buyer’s outstanding debt. Buyer shall have no right of setoff hereunder, the same being expressly waived hereby. Buyer will also be responsible for any collection expenses and legal fees.
12. Applicable Law.
This Agreement, Buyer’s account, and the business relationship between Buyer and Seller shall be governed by and construed in accordance with the laws of Pennsylvania without regard to conflicts of laws rules, and specifically excluding the UN Convention on Contracts for the International Sale of Goods. The Parties agree that any legal action arising under or related to this Agreement shall be brought in Philadelphia County, Pennsylvania, and any right to object to such venue or to assert the inconvenience of such forum is hereby waived.
If Buyer fails to comply with these Terms and Conditions of Sale, Seller may terminate or restrict any order immediately upon notice to Buyer. Buyer certifies that it is solvent and that it will advise Seller immediately if it becomes insolvent. Buyer agrees to send Seller written notice of any changes in the form of ownership of Buyer’s business within 5 days of such changes. Buyer and Seller are the only intended beneficiaries of this document, and there are no third party beneficiaries.
14. Electronic Data Interchange.
If Padlock Outlet and customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, customer agrees: that it will not contest (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Padlock Outlet and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. The business records maintained by Padlock Outlet regarding EDI purchases made by customer shall be controlling.
The invalidity or unenforceability of all or part of these Terms and Conditions of Sale will not affect the validity or enforceability of the other terms. The parties agree to replace any void or unenforceable term with a new term that achieves substantially the same practical and economic effect and is valid and enforceable.
Customer shall not assign any order or any interest therein without the prior written consent of Padlock Outlet Any actual or attempted assignment without Padlock Outlet's prior written consent shall entitle Padlock Outlet to cancel such order upon notice to customer.
17. No Third Party Benefit.
The provisions stated above are for the sole benefit of the parties hereto, confer no rights, benefits or claims upon any person or entity not a party here to.
18. Warranty Disclaimer.
Although Padlock Outlet has used reasonable efforts to accurately illustrate and describe the products in its catalogs, literature, and websites, such illustrations and descriptions are for the sole purpose of product identification and do not express or imply a warranty affirmation of fact, of any kind or a warranty or affirmation of fact that the products will conform to their respective illustrations or descriptions. Padlock outlet expressly disclaims any warranty or affirmation of fact, express or implied, other than as set forth in the warranty statement above, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. In addition, padlock outlet expressly disclaims any liability related to product misuse, improper product selection, product recommendation, or product misapplication.
19. Limitation of Liability.
Any liability for consequential, incidental, special, exemplary or punitive damages is expressly disclaimed. Padlock Outlet's liability in all events shall not exceed the purchase price paid for the product sold that gives rise to such liability. Padlock Outlet's payment of such amount shall be the final and exclusive remedy in the exhaustion or unavailability of any other remedy specified herein and shall not be construed or alleged by customer to have failed of its essential purpose.
20. Security Interest.
On any open account sale, Customer hereby grants to Padlock Outlet a priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Padlock Outlet. Customer agrees to file or permit Padlock Outlet to file any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Padlock Outlet's priority lien or security interest. Customer agrees to inform Padlock Outlet immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.
21. Trademarks, Copyrights, and Domain Names.
Customer acknowledges that it has no right, title, or interest in the trade names, trademarks, copyrights, or domain names of Padlock Outlet, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of Padlock Outlet. Customer agrees that it will not copy the products sold to Customer or their packaging, trade dress, catalogs, or websites.
Buyer shall not export or re-export, directly or indirectly, all or any part of the goods or related technology obtained from Seller under these Terms except in accordance with applicable export laws and regulations of the U.S. Further, a Buyer that is a non-U.S. company or citizen shall similarly limit any export or re-export activity to that which would be deemed compliant with U.S. export laws and regulations if performed by a U.S. company or citizen.
23. Export Controls and Related Regulations.
Customer represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce's Bureau of Industry and Security's Denied Persons List or Unverified List; or the United States Department of the Treasury's Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the United States Department of Commerce. Customer shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited to all applicable export control laws of the United States or other governing agencies and their successors.
24. Foreign Principal Party in Interest; Freight Forwarder and Documentation.
It is specifically agreed that Customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Customer's agent in such capacity for Export Administration Act or other applicable purposes; and Customer and freight forwarder shall assume responsibility for all export or routed transactions documentation. At Padlock Outlet's request, Customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Customer or its freight forwarder related to sales to them by Padlock Outlet.
25. U.S. Foreign Corrupt Practices Act.
Customer acknowledges that it is an Independent Contractor, as defined in the next paragraph, and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), in connection with the purchase and resale of the products ordered.
26. Country of Importation and Anti-diversion.
Customer represents that it is purchasing products from the United States and importing them to the country specified in Customer's and Padlock Outlet's documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination contrary to such laws. Any commodities, technology and software will be exported from the United States in accordance with the Export Administration Act regulations and other applicable regulations. Diversion contrary to United States law is prohibited. If requested by Padlock Outlet, Customer shall provide documentation satisfactory to Padlock Outlet verifying delivery at the designated country. Customer further agrees to inform Padlock Outlet at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling, but Padlock Outlet shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents as are necessary under United States export laws and regulations for export, unless Padlock Outlet expressly agrees to do so.
27. Permits, Export, and Import Licenses.
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Act, Toxic Substances Control Act, or other applicable legislation or regulations; including but not limited to the Department of Defense or Department of State regulations.
28. Independent Contractors.
Padlock Outlet and Customer are Independent Contractors and not principal and agent. Nothing construed or contained in these Terms and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Without limiting the generality of the foregoing, Customer is not authorized to make, shall take no actions, and shall not make, any representations on behalf of, or which are binding upon, Padlock Outlet.
29. Dispute Resolution.
Actions by Padlock Outlet for nonpayment by Customer of the purchase price of products sold by Padlock Outlet, or for redress of other breaches by Customer of these Terms and Conditions, may be brought by Padlock Outlet, at its option, before any United States or foreign judicial court of competent jurisdiction. At Padlock Outlet's option, disputes between Customer and Padlock Outlet, including all claims for non-performance by Padlock Outlet, shall be finally settled by binding arbitration in Philadelphia, Pennsylvania, United States, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Pennsylvania, United States, and the language of the arbitration shall be English.
30. Complete Agreement.
These terms and conditions, together with any other terms and conditions that Padlock Outlet publishes or makes available to Customer (i) on an invoice or a packing slip, (ii) at www.padlockoutlet.com or (iii) in any document including, without limitation, those involving extension of credit by Padlock Outlet, or export of products, represent the entire agreement between the parties and shall supersede all written and unwritten statements, agreements, and understandings between Padlock Outlet and Customer pertaining to the subject matter of this agreement.