1. GENERAL.
The conditions hereunder will govern the sale, resale or use of Article One branded products, irrespective of conditions, which might appear on Buyer’s documents.
2. ACCEPTANCE.
This order is subject to Seller’s acceptance. Seller reserves the right to refuse service and shipment to anyone at any time.
3. WARRANTY.
All frames sold with the Article One Branded Products trademarks are guaranteed against defects in workmanship or materials for a period of 24 months from the purchase date. The defective components will be repaired or replaced at no charge to Buyer. If received defective, buyer must file claims for defects within fourteen (14) days of receipt of goods. Please call Article One Customer Relations to make all warranty claims. Warranty replacements will be replaced at cost with only the same frame SKU. If the returned frame is determined to be defective warranty and the result of failure due to extraordinary wear and tear, a credit for the value of the replacement frame will be posted to the account of the invoiced purchaser. The warranty covers only products which have been used under normal conditions.
4. EXCHANGES.
All Sales are final. There are no returns or refunds. Exchanges can be accepted for reasons covered under point 3 by Seller or upon mutual agreement. High sell through and a low exchange rate is the desired goal of both parties to maintain a profitable relationship. No exchanges can be accepted by Seller without exchange authorization which will be provided by your sales representative. This exchange authorization must be affixed to the outside of the box. Only goods listed on the Exchange Authorization will be accepted. All others will be returned to account at accounts cost. Goods received on an approved exchange, which are not in resalable condition, will be returned to customer. We will only credit Article One products that have been purchased from Article One to the original invoiced purchaser. All credits will be applied to open balances.
5. PRICES.
Prices are subject to change without notice. Prices are firm and binding upon acceptance of the order by Seller. Prices are quoted F.O.B. warehouse. Transport, insurance and brokerage are at Buyer’s expense.
6. PAYMENT.
Unless otherwise specified, all payments shall be made in $US Dollars to Seller within thirty (30) days from the date of Seller’s invoice. A finance charge of 1.5% per month shall be applied to all unpaid statement balances greater than thirty (30) days. Accounts with such balances may be placed on ship hold.
7. BUYER’S CREDIT.
Credit is extended to Buyer at Seller’s sole discretion and based on Seller’s judgment. Seller reserves the right and at its option may reconsign, hold or cancel shipment, require payment in advance or change previously agreed terms without notice and without liability.
8. TRANSFER OF TITLE.
Title to the goods is transferred only upon payment in full of the invoices. Until such time the merchandise shall remain the property of the Seller.
9. DISCOUNT OFFSET.
All prices are net and no discount is implied for early payment or any other variation of terms. Buyer shall have no right of offset nor any right to withhold payments of amounts due under this invoice based on any alleged claims connected with transactions, sales or orders other than the present one.
10. PROMOTIONAL MATERIAL.
Seller must at its discretion send Buyer promotional material, counter cards, posters, etc. This material is intended for Buyer to use under conditions defined by Seller. Seller retains ownership of and copyrights on the material which must be returned to Seller if so requested at Buyer’s expense.
11. TRADEMARKS.
The use of the trademark “Article One” or any trademark under which Seller sells its products is strictly limited to the retail sale of the products bearing these trademarks.
12. INTERNET SELLING.
Buyer is authorized to sell only at agreed upon physical location(s) detailed in the New Account Application. Buyer agrees not to sell, solicit, or accept orders for all Article One Branded products via the internet or any e-commerce format unless authorized under separate agreement.
13. DELIVERY DATES, PARTIAL SHIPMENTS, TRANSSHIPMENTS.
Seller shall do the utmost to comply with any specified delivery date. However, delivery lead times quoted are only for information and do not imply a contractual obligation on the part of Seller. Buyer may not cancel the order or shipment in whole or in part, refuse merchandise or claim damages on the basis of a failure to comply to the quoted delivery dates by Seller. Buyer may not transship merchandise to a location other than the destination address on the invoice unless previously cleared between Buyer and Seller.
14. ARBITRATION AND APPLICABLE LAW.
All controversies and disputes arising directly and indirectly out of or in connection with this agreement, sales order or shipment of goods made directly or indirectly pursuant thereto, or any claim whether contract, tort, fraud or otherwise shall be settled by arbitration in accordance with the Rules of Commercial Arbitration. Judgment rendered by Arbitrator may be entered in any court having jurisdiction thereof. It is agreed that the losing party will bear all costs of arbitration and reasonable legal fees of the prevailing party. Both parties consent to the jurisdiction of the United States Federal and California state courts for purposes incidental or ancillary to this agreement to arbitrate.