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GENERAL TERMS AND CONDITIONS OF SALE for RETAIL BRANDING AND INFORMATION SOLUTIONS Amended and updated from time to time including the Seller code of conduct available at www.averydennison.com

  1. Applicability

1.1. Avery Dennison (the “Seller”) sells or offers for sale its products (“Products”) to its customer (the “Buyer”) on the following terms and conditions (“Terms and Conditions”). Seller reserves the right to amend and update the Terms and Conditions from time to time without notice. Seller shall include any entity that, directly or indirectly, through one or more intermediates, controls, is controlled by, or is under common control with the entity specified. For the purposes of this definition, control will mean the direct or indirect ownership of, (a) in the case of corporate entities, securities authorized to cast more than fifty percent (50%) of the votes in any election for directors or (b) in the case of non-corporate entities, more than fifty percent (50%) ownership interest with the power to direct the management and policies of such non-corporate entity.

1.2. These Terms and Conditions are intended as a complete statement of the terms regarding the sale of the Products and shall prevail over any prior or collateral agreement or understanding between the parties relating to the subject matter hereof as well as the use by Buyer of any purchase order, acknowledgement or other form which is used solely for the convenience of Buyer.

  1. Orders

2.1. An order placed with Seller is an order incorporating these Terms and Conditions exclusively unless expressly agreed to by Seller in writing.

2.2. An order shall be in writing, with a reference number and signed by Buyer. Seller may accept any order or to refuse any order in whole or in part.

2.3. Buyer’s request of Seller keeping certain stock of Products shall be deemed as an order placed.

2.4. Orders cannot be cancelled except upon terms which will fully compensate Seller against any and all losses or expenses as a consequence of such cancellation including for any raw materials.

2.5. Delivery of Products does not constitute acceptance of an order.

2.6. Seller reserves the right to charge for preliminary work carried out at Buyer’s request before any offer or order is made, including the work carried out for the purpose of supplying artwork samples or experimental copies.

2.7. Buyer shall review all proofs for spelling, typographical and all other errors. Once a proof is accepted by Buyer, Buyer shall be responsible for any orders prepared in connection with such proof. Seller reserves the right to correct any inadvertent errors made in specifications and prices quoted at any time.

2.8. Buyer shall be responsible for all special or unique materials purchased by Seller in connection with an order by Buyer regardless of whether Seller manufactures Product using such materials.

  1. Delivery

3.1. Delivery is subject to the Incoterms of the International Chamber of Commerce which are in force on the shipping date. Seller will deliver the Products Inco-terms FCA Seller’s designated site unless otherwise agreed in writing.

3.2. All delivery dates quoted are estimates only unless otherwise agreed in writing. Seller will use reasonable endeavors to deliver the Products by the agreed date but time of delivery shall not be the essence of contract nor shall Seller be liable for damages, whether indirect, incidental, special or consequential for loss of profit or use or howsoever, for failure to deliver or any delay in delivery arising from any cause whatsoever beyond the control of Seller. Buyer shall not be relieved of any obligation to accept or pay for the Products by reason of any delay in delivery or dispatch.

3.3. Seller reserves the right to delivery by installment and each installment shall be deemed to be sold under a separate contract. Failure of Seller to deliver an installment shall not entitle Buyer to rescind or repudiate the balance of any contract.

3.4. The Products shall be at Buyer’s risk from the time of delivery to Buyer. Until Buyer has fully fulfilled payment obligations, the Products remain the property of Seller regardless of where they are stored.

3.5. Buyer shall inspect the Products and in respect to any obvious physical damage or defect of the Products shall be reported to Seller within forty eight (48) hours or shall constitute acceptance.

3.6. Buyer acknowledges the difficulty of manufacturing an exact quantity. Unless agreed otherwise in writing, Seller may deliver Products within ten percent (10%) margin for printed Products and ten percent (10%) margin for woven Products above or below the quantity ordered; provided, however, that quantity variations may exceed ten percent (10) percent for Products manufactured to the Buyer's specifications and Buyer shall be invoiced for such additional quantity.

3.7. Products sold by Seller are returnable only in accordance with the Terms and Conditions hereof and shall require Seller’s written authorization and instructions.

  1. Quotation

4.1. Seller’s quotation is not an offer to sell, but it is an invitation to submit an order and no contractual relationship arises therefrom until an order has been accepted by Seller.

4.2. Unless previously withdrawn, any quotation is valid for thirty (30) days or such other period as is stated therein. Seller explicitly reserves the right to withdraw or amend a quotation at any time.

  1. Price

5.1. Unless otherwise agreed in writing, Seller’s price excludes all applicable taxes, duties, transportation charges and insurance fee. Seller reserves the right to change prices without notice.

5.2. Orders calling for future delivery shall be billed at prices in effect on the shipping date. Unless stated otherwise herein, different products on an order may not be combined to obtain quantity pricing.

  1. Payment

6.1. Unless otherwise agreed in writing payment shall be made within thirty (30) days from invoice date.

6.2. Payments shall be considered in arrears if not made within the terms agreed and shall be subject to a charge of 1.5% per month on the unpaid balance. The imposition of such charge shall not infer any consent, acquiescence or other agreement, expressed or implied, on the part of Seller to forbear or otherwise defer collection of such payments.

6.3. Payments in arrears shall make all subsequent invoices immediately due and payable, and Seller may withhold subsequent deliveries until the account is settled, or cancel the order immediately without prejudice to all rights of Seller to recover any monies due and owed to Seller.

6.4. Buyer shall indemnify Seller for any costs and expenses including collection fees and legal fees (including reasonable attorney fees) for which Seller may become liable or incur in the collection of overdue payment.

6.5. Any claims of whatsoever nature by Buyer against Seller in respect of the Products shall not entitle Buyer to withhold payment for any part of the Products from Seller, nor shall Buyer be entitled to set off any such claim against any claim by Seller for the payment, nor shall Buyer be entitled to claim a stay of execution on any judgment for the price in reliance upon such claim.

6.6. Seller reserves the right to set-off any amount payable to Buyer.

  1. Intellectual Property

7.1. Buyer shall grant Seller all necessary rights, and licenses, royalty free, to use Buyer’s intellectual property as it pertains to the Products free of charge for Seller’s performance of the obligations hereunder.

7.2. Where Products are manufactured, sold or delivered under the license granted by Buyer, or in accordance with Buyer’s descriptions or specifications, Buyer shall indemnify and hold harmless Seller against all claims and demands in respect of the infringement of any intellectual property or other rights of third parties.

7.3. Seller shall have the right to imprint its name and any applicable copyright, trademark, or patent information upon the Products, except that Buyer may, prior to the manufacture of special order goods, request that the imprint only be deleted.

  1. Warranty

8.1. Seller does not guarantee color fastness, non-shrinkage or stonewash resistance levels or consistency of color of paper or substrates or ink or matching of typography for Products imaged or rendered by Seller. Buyer shall not reject the Products or claim against Seller for variations in dimensions, quantity, format, hardness, quality, satin finish and/or color, which are beyond the reasonable control of Seller.

8.2. Colors of Products shall match to samples or sketches provided by Buyer as accurately as possible, but no guarantee given for an exact match. lithographic Products will be matched to standardized or established (e.g. Pantone®) colors and produced within normal commercial print colorants for color match.

8.3. All statements, technical information, recommendations, drawings and other particulars concerning Products or samples provided by Seller, descriptions and illustrations contained in catalogues, price lists and other advertisements of Seller are approximate only or based upon tests believed to be reliable, and shall not constitute any representation, guarantee or warranty.

8.4. It is the sole responsibility of Buyer to determine whether the Products are suitable for the purposes of Buyer. Warranty of fitness for a particular purpose is excluded as Products are provided on the basis that Buyer has independently determined the suitability of the Products for its purpose.

8.5. Seller warrants the Products to be free from defects in material and workmanship, Should any failure to conform to this warranty appear within thirty (30) days of delivery, upon notification thereof within seven (7) days of such appearance and substantiation that the Products have been stored and applied in accordance with Seller’s standards, Seller shall within a reasonable period correct the defects by replacement without charge at Seller’s plant or at the location of the Products at Seller’s election, or issue a credit in an amount not to exceed the price of the Products if Seller in its sole discretion determines that replacement is not commercially practical. The warranty given will not be binding on Seller if Buyer does not inform Seller in writing of the damage promptly or in any event within seven (7) days of the damage occurring.

8.6. In no event shall Seller be liable for any special, punitive, incidental or consequential damages including, but not limited to loss of profit, loss of sales, loss of opportunity, loss of use or capital or loss of production or any other damages of any kind resulting from or in any way related to breach of warranty even if Seller has been advised of the possibility of such damages.

8.7. The remedies of Buyer set forth herein are exclusive, and the total liability of Seller arising out of any contract or from the manufacture, sale, delivery, resale, installation or use of any Products shall not exceed the purchase price of the Products upon which liability is based.

8.8. Buyer acknowledges that Seller has not made any representations to Buyer other than those which are specifically referred to or contained herein.

8.9. Notwithstanding the above, all warranties given by Seller are subject to Applicable Laws. Any other warranty of merchantability, fitness for a particular purpose or other warranty of quality or otherwise, whether express or implied by law is hereby excluded to the extent permitted by Applicable Laws.

  1. Force Majeure

9.1. Seller shall not be liable for any loss, damage, delays, changes in shipment schedules or failure to deliver caused by accident, fire, strike, riot, civil commotion, insurrection, terrorists attacks, war, the elements, embargo, failure of carrier, inability to obtain transportation facilities, government requirements or interventions, acts of God or public enemy, prior orders from others or limitations on Seller’s or its supplier’s products or marketing activities or any other cause or contingency beyond Seller’s control.

  1. Confidentiality

10.1. Buyer shall not disclose to any third party any and all information regarding the design of the Products, any drawings, specifications, test results, Product samples, quotations, prices, marketing materials and other terms of sale (“Confidential Information”) received from Seller in connection with the these Terms and Conditions, and shall use the Confidential Information exclusively in fulfilling its obligations and commitments towards Seller, except as and to the extent required by law or with written approval of Seller. Confidential Information shall not include information which is or becomes publicly available through no fault of Buyer or which Buyer can show was already in Buyer’s possession prior to receipt from Seller.

  1. Assignment

11.1. Any assignment, order or of any rights hereunder in any manner, in whole or in part, without the prior written consent of Seller shall be void. Seller may assign any or all of these Conditions or Agreement to any affiliate of Seller or to an entity acquiring substantially all of the assets of the business related hereto.

  1. Waiver

12.1. No waiver, alteration or modification of these Terms and Conditions shall be valid unless made in writing by Seller.

12.2. No failure to exercise or delay in exercising on the part of Seller any right or remedy hereinafter shall operate as a waiver thereof.

12.3. No waiver by Seller with respect to any breach or default or any right or remedy or any variation of these Terms and Conditions shall be deemed to constitute a continuing waiver of any other breach or default or any other right or remedy or any other variation of the foregoing Terms and Conditions.

  1. Third Party Beneficiaries

13.1. These Terms and Conditions are made for the sole benefit of the parties thereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy.

  1. Severability

14.1. These Terms and Conditions are severable and if any provision is held invalid or unenforceable the remainder shall nevertheless remain in full force and effect

  1. Compliance with laws

15.1. Buyer shall not export or re-export any of Seller's and/or its affiliates' technical data or Products to any country, party or entity to which export or re-export is forbidden by the European Union and/or the United States of America.

15.2. Buyer represents and warrants that it shall comply with all applicable laws and regulations including but not limited to relevant European Union and U.S.A. Laws and Regulations on export, the UK Anti-Bribery Act, the Foreign Corrupt Practices Act of the United States of America and the OECD Convention on Combating Bribery of Foreign Public Officials.

  1. Jurisdiction and Applicable Law

16.1. The validity, interpretation and performance for the sale of Products by Seller to Buyer shall be governed by and constructed in accordance with the laws of the jurisdiction to which the Seller is subject (“Applicable Laws”) and the parties hereby submit any unresolved disputes to the courts of same the jurisdiction. The provisions of the United Nations Convention on Contracts for the International Sale of Products shall not apply.

  1. Default

17.1. In the event that Buyer is unlikely to be able to discharge its obligations here under, or upon breach by Buyer of all or any of the Terms and Conditions contained herein, Seller shall be entitled to consider the order as cancelled, without prejudice to the right of Seller to recover damages for breach of contract or otherwise, and without incurring any liability whatsoever for any loss or damage thereby occasioned, and Buyer shall forthwith pay to Seller all sums due without rebate or allowance.

  1. Audit

18.1. Buyer shall maintain in accordance with generally accepted accounting principles the complete and accurate records relating to Buyer’s compliance and performance under these Terms and Conditions, for at least twelve (12) months after the sale of Products. Seller shall have the right at any time during normal business hours, upon three (3) days’ prior notice, to examine and audit such records, and make copies of such records as it deems necessary

  1. Recalls

19.1. If Seller shall be required or requested by any governmental authority or shall voluntarily decide to recall any Products because such Products may violate any laws or for any other reason, Buyer shall cooperate fully with Seller in connection with any recall, including but not limited to cessation of its own distribution. No press releases, interviews or statements shall be made without the prior written approval of Seller.

19.2. If the recall is due to Buyer’s specifications, or negligent acts or omissions in handling, storing or packaging the Product or Buyer’s failure to comply with Applicable Laws, then Buyer shall be obliged to take over and perform the recall of the Products and all costs and expenses of the recall shall be borne by Buyer and Buyer shall indemnify and hold harmless Seller against all claims and demands in respect of the recall.

TERMS AND CONDITIONS OF ONLINE SALES (Exclusive for Roster Builder and only to NA customers)

Overview

This website is operated by Avery Dennison. Throughout this website, the terms “we”, “us” and “our” refer to Avery Dennison (“Company”). Company offers this website, including all information, tools and services available from this to you, the user (hereinafter “Customer”), conditioned upon your acceptance of all terms, conditions, policies and notices stated here. Please read those Terms and Conditions of Online Sales carefully. 

This Agreement sets forth the General Terms and Conditions of Online Sales (“Terms”) between Avery Dennison Retail Information Services LLC, is a company formed under the laws of the State of Nevada with a registered office at 8080 Norton Parkway, Mentor OH 44060 US, (Include Division/Entity that will be responsible for the sales and management of Embelex 2.0) and the “Customer” or “User” and it is exclusive for Company website described as https://sport.averydennison.com/. The use of any purchase order, approval order, or any other instrument, form or agreement in connection with the services, deliverable or custom-printed merchandise provided by the Company ( “Products”) hereunder shall be considered for the Customer and any provisions therein shall not modify, supersede or supplement these Terms.

General Requirements: By placing an order, you represent and warrant to the Company that:

  • You are at least 18 years of age (19 in Alabama and Nebraska; 21 in Mississippi) or older, having the legal capacity and legal authority to agreed with these Terms;
  • If you are an individual consumer, the Product and/or Merchandise is being ordered solely for your personal use, and you will not market, resell or otherwise distribute the Product or Merchandise to any third party for commercial purposes and if you do so, you are solely responsible for those businesses and assumes all liability arising from it.
  • If you are a business, the Product is being ordered on the Company website solely to promote your own products or services by distributing the Product to your market with no responsibility from the Company on such activities. Customer is solely responsible for and assumes all liability arising from your business and the use of the Products manufactured by the Company.

Custom Merchandise Orders. In addition to the general requirements set forth above and defined in the Website Terms of Use (link), by placing an order for custom-printed Product (“Product”) requesting the use of data such as but not limited to trademark, service mark, trade name, logo, statement, graphic, artwork, name, photograph, portrait, picture or other mark (" Data"), Customer represents, and warrants that you will not upload, transmit, or submit any Data to Company that:

  1. a) Contain unlawful content, defamatory, obscene, discriminatory, threatening, abusive, libelous or which invade another person's privacy;
  2. b) Data that infringe upon the intellectual property rights of any person or entity, including but not limited to patents, trademarks, trade names, trade secrets, copyrights, rights of publicity, or moral rights, are strictly prohibited on this website.
  3. c) The submission of Data that promotes hate or discrimination toward any individual, group, organization, affiliation, gender, or race is strictly prohibited on this website. This includes, but is not limited to, Data that contain hate speech, derogatory language, or harmful stereotypes. Company does not tolerate any form of discrimination or prejudice and reserves the right to remove any Data that violates those principles.
  4. d) Contain any viruses, malware, or other harmful components that may damage Company's systems or other users' systems;
  5. e) Promote or facilitate any criminal activity or provide instructional information about illegal activities.
  6. f) Data containing images or likeness of minors shall not be uploaded, transmitted or otherwise submitted without the proper authorization to do so. Unauthorized use of such images or likeness is strictly prohibited and may result in legal action being taken against the Customer.
  7. g) Data that glamorize the use of illegal substances or drugs.
  8. h) Violate any applicable local, state, national or international law, regulation or rule.

Company takes no ownership in any Data uploaded to the Company website, except Company retains its rights in, and to, the Content that is present on the site or that may be created and/or supplied by or for Company. Further, it is rights to Company at its sole discretion to remove or refuse to print any Data that violates this Terms of Use or company policies that falls within one or more of the above classes of content, declining automatically any order of goods in association with said recognized content and prevent further uploads of duplicate or similar content by the Customer.

Company retains the right to utilize proprietary or third-party software to filter and monitor the content submitted by the Customer on its platform to ensure compliance with applicable laws and regulations, as well as to prevent the uploading of any prohibited or infringing Data.

The Customer acknowledges that the Company is not responsible for any loss or damage that may occur as a result of Data uploaded to the website, and that the Customer assumes full responsibility for the Data they submit.

By using this website and the services provided by Company, You, the Customer, represent, confirm and warrant that such Material is either in the public domain, subject to fair use by You, or that You have the right to use, copy, and distribute each copyright, trademark, service mark, trade name, logo, statement, graphic, artwork, name, photograph, portrait, picture, or likeness of any person, or any other intellectual property in the manner in which it is to be printed on or otherwise applied to the products ordered from Company. The Customer acknowledges that any such unauthorized use of intellectual property may result in legal action and agrees to indemnify and hold Company harmless from any and all claims, damages, expenses, or liabilities arising from the Customer's use of the website and the Data they submit.

Pricing: Pricing, payment and other terms applicable to Product, including, but not limited to, any applicable set-up fees, are set forth on the website. Company may, in its sole discretion, change any such prices or other terms at any time without notice. Products manufacturing are subject to availability of raw materials.

Billing Terms & Payment: The form of payment selection can be done in different ways, if Customer already has a Credit Application approved by the Company, payment shall be made within thirty (30) days from invoice date or in different terms agreed with the Company. If the payment is not done by Invoice, Visa, MasterCard or American Express are accepted. Customer payment to the credit card holder is made pursuant to the cardholder agreement. All Products are F.O.B. shipping point. Appropriate state and local taxes, plus shipping rates and any other applicable fees will be added.

Only in case of invoice, payments shall be considered in arrears if not made within the terms agreed and shall be subject to a charge of 1.5% per month on the unpaid balance. The imposition of such charge shall not infer any consent, acquiescence or other agreement, expressed or implied, on the part of Customer to forbear or otherwise defer collection of such payments. Payments in arrears shall make all subsequent invoices immediately due and payable, and Customer may withhold subsequent deliveries until the account is settled, or cancel the order immediately without prejudice to all rights of Customer to recover any monies due and owed to Customer. Customer shall indemnify the Company for any costs and expenses including collection fees and legal fees (including reasonable attorney fees) for which Customer may become liable or incur in the collection of overdue payment. Any claims of whatsoever nature by Customer against the Company in respect of the Products shall not entitle Customer to withhold payment for any part of the Products from Company, nor shall Customer be entitled to set off any such claim against any claim by the Company for the payment, nor shall Customer be entitled to claim a stay of execution on any judgment for the price in reliance upon such claim. Company reserves the right to set-off any amount payable to Customer, if applicable.

Customer Order Approval and changing & canceling Order: Once the order has been initiated and approved by the Company, the order cannot be canceled or modified and Customer will be billed for cost of the order and any associated fees regardless of whether you accept delivery or not.

Shipping & Territory:  When Customer places an order, Company will estimate shipping and delivery dates for you based on the availability of your items and the shipping options available. Depending on the shipping provider selected, shipping date estimates may appear on the shipping quotes page. Please also note that the shipping rates for many items we sell are weight-based. The weight of any such item can be found on its detail page. To reflect the policies of the shipping companies we use, all weights will be rounded up to the next full pound.

Territory of Orders: Only orders from Customers located in the United States and intended for delivery within the United States territory will be authorized and approved by the Company.In the case of sales made outside the United States, limited only to legal entities and according to minimum purchase limits, the General Terms and Conditions of Online Sale contained in this link will prevail.

Acceptance/Returns: Failure of Customer to object in writing within forty eight (48) hours concerning any defect or deficiency with the product received from Company, constitutes complete acceptance by Customer of shipment received. Company reserves the right to recondition any rejected material to meet Customer´s specifications or to replace all or a portion thereof within a reasonable time after receipt by Company. Product return requires prior authorization within thirty (30) days from date of shipment, no returns after thirty (30) days from date of shipment, and no returns for customized products. Various third party trade names and trademarks are used herein and the property of their respective owner. The information contained herein is believed to be reliable but Company makes no representations concerning the accuracy or correctness of the Data. 

If you need to return an item based on the above, please contact us with your order number and details about the product order. We will quickly respond with instructions related to your order.

US Customers - Contact Us call us at 1-800-543-6650 or accessing the link: At https://rbis-solutions.averydennison.com/acton/form/5774/0118:d-0001/0/-/-/-/-/index.htm

Limitation of Liability: Total liability from Company to Customer and Customer’s exclusive remedy for direct damages, regardless of injury, property damage, or schedule delays, shall be limited to, at Company’s sole option, a refund of purchase price paid or replacement of the Products less a restocking fee or other applicable fees. IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF RECOVERY (WHETHER BASED ON A CONTRACT, NEGLIGENCE OF ANY KIND, STRICT LIABILITY OR TORT OR OTHERWISE) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS OR OPPORTUNITIES, DAMAGE TO OR IMPAIRMENT OF OTHER GOODS OR DATA, LIABILITY TO THIRD PARTIES, LOST BUSINESS, BUSINESS INTERRUPTION, FAILURE TO MEET ANY DUTY, OR ANY COSTS OR EXPENSES FOR PROCUREMENT OF SUBSTITUTE PRODUCTS, IN ANY WAY RELATED TO, ARISING FROM OR RESULTING FROM THE SALE OF PRODUCTS OR ANY USE MADE OF THE PRODUCTS, EVEN IF COMPANY HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL HAVE NO LIABILITY OF ANY KIND WHATSOEVER FOR ANY THIRD PARTY’S PRODUCTS OR ELEMENTS INCORPORATED INTO THE PRODUCTS.This limitation may not be applicable to you because some jurisdictions do not allow limitations on or exclusions of liability for incidental or consequential damages in certain circumstances.

Intellectual Property: Each party retains all rights, title, and interest in its trade secrets, inventions, copyrights and other intellectual property (“Background Intellectual Property”). Customer will not enforce against the Company or its vendors, any copyrights or patent rights that include any system, process or business method utilizing any intellectual property in Products provided to Customer. No license, ownership interest or right, either directly or by implication, is granted to Customer or its employees to use any intellectual property of the Company. Materials used by Company in the production process, whether held electronically or otherwise, will remain Company’s exclusive property.

Customer shall grant Company all necessary rights, and licenses, royalty free, to use Customer’s intellectual property as it will be incorporated to the Products free of charge for Company’s performance of the obligations hereunder and only for the purpose of this commercial relationship. Where Products are manufactured, sold or delivered under the license granted by Customer, or in accordance with Company’s descriptions or specifications, Customer shall indemnify and hold harmless Company against all claims and demands alleging infringement of any intellectual property or other rights of third parties as per defined in these Terms.

Warranty: Company does not guarantee color fastness, non-shrinkage or stonewash resistance levels or consistency of color of paper or substrates or ink or matching of typography for Products imaged or rendered by Company. Customer shall not reject the Products or claim against Company for variations in dimensions, quantity, format, hardness, quality, satin finish and/or color, which are beyond the reasonable control of Company.

Colors of Products shall match to samples or sketches provided by Customer as accurately as possible, but no guarantee given for an exact match. lithographic Products will be matched to standardized or established (e.g. Pantone®) colors and produced within normal commercial print colorants for color match.

All statements, technical information, recommendations, drawings and other particulars concerning Products or samples provided by Company, descriptions and illustrations contained in catalogs, price lists and other advertisements of Company are approximate only or based upon tests believed to be reliable, and shall not constitute any representation, guarantee or warranty.

It is the sole responsibility of Customer to determine whether the Products are suitable for the purposes of Customer. Warranty of fitness for a particular purpose is excluded as Products are provided on the basis that Customer has independently determined the suitability of the Products for its purpose.

Notwithstanding the above, all warranties given by Company are subject to Applicable Laws. Any other warranty of merchantability, fitness for a particular purpose or other warranty of quality or otherwise, whether express or implied by law is hereby excluded to the extent permitted by Applicable Laws.

Copyright and Other Intellectual Property Rights related to Digital Millennium Copyright Act (DMCA): As a responsible enterprise, Company respects the intellectual property rights of others and expects our users (Customers) to do the same. In accordance with the Digital Millennium Copyright Act (DMCA), the Company has adopted the following policy toward copyright and other intellectual property rights infringement.

If you believe that any content or material available on our website or service infringes your copyright or other intellectual property rights, you may file a notice of such infringement with our designated agent as specified below. We will take appropriate action in accordance with the DMCA and other applicable intellectual property laws.

To be effective, your notice of infringement must be in writing and include the following:

  • Identification of the copyrighted work or other intellectual property right that you claim has been infringed;
  • A description of the content or material on our website that you claim infringes your copyright or other intellectual property rights and where it is located;
  • Your contact information, including your name, address, telephone number, and email address;
  • A statement that you have a good faith belief that the use of the content or material in the manner complained of is not authorized by the copyright or other intellectual property right owner, its agent, or the law;
  • A statement that the information in your notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright or other intellectual property right that is allegedly infringed.

Please note that under the DMCA, anyone who knowingly misrepresents that material or activity is infringing may be subject to liability.

Company reserves the right to remove any content or material that is alleged to infringe the copyright or other intellectual property rights of others, and to terminate the accounts of repeat infringers.

Force Majeure: Company shall not be liable for a delay or failure to perform any of its obligations hereunder if such delay or failure is due to any event or circumstances beyond Company's reasonable control included but not limited to fire, flood, war, military actions, mechanical breakdown, failures of carriers, embargo, riot, labor unrest (including but not limited to strike, go-slow, work to rule), the intervention of any governmental authority, terrorist act, diseases, pandemics, epidemics, or other viral outbreaks, embargo, failure of third parties (including suppliers and/or logistics provider), telecommunications or power outage, riot, government requirements, natural disasters, cyber-attacks, delays by suppliers or materials shortages, difficulty in obtaining workers due to increased costs or otherwise goods or transport, or any other causes or contingencies beyond Company’s reasonable control. Company's contractual obligations shall be suspended with the duration of the force majeure event. Company has the right to terminate its contractual obligations if the force majeure event continues for more than 30 working days.

Governing Law: These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by and interpreted in accordance with the laws of the State of Ohio, USA. Subject to section 19, we both agree to the exclusive jurisdiction of the courts of the State of Ohio, USA, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio. Any legal action arising out of or relating to these Terms of Use or the transactions contemplated by these Terms of Use or arising from alleged extra contractual facts prior to, during or subsequent to the agreement, including, without limitation, fraud, misrepresentation, negligence or any other tort or violation of contract, shall be brought in the District Court of the Northern District of Ohio, Eastern Division or the Court of Common Pleas for Lake County, Ohio, and we both consent to the exclusive personal jurisdiction of such courts in any such action and waive any defense of inconvenient forum to the maintenance of an action in the above-referenced courts in Ohio.

Waiver: No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 

Third Party Beneficiaries: These Terms are made for the sole benefit of the parties thereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy.

Compliance with laws: Customer shall not export or re-export any of Company's and/or its affiliates' technical data or Products to any country, party or entity to which export or re-export is forbidden by the European Union and/or the United States of America.Customer represents and warrants that it shall comply with all applicable laws and regulations including but not limited to relevant European Union and U.S.A. Laws and Regulations on export, the UK Anti-Bribery Act, the Foreign Corrupt Practices Act of the United States of America and the OECD Convention on Combating Bribery of Foreign Public Officials.

Severability: In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

Termination, Deactivation and Suspension: The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms for all purposes. Customer or Company may terminate Customer's account at any time. If Customer violates these Terms, we also will have the right to deactivate or limit your access to the Services. Customer agrees that any termination, limitation and/or deactivation may be affected by the Company without prior notice, and that we may immediately delete all related information, files and content in your account. We will not be liable in any manner for such termination, deactivation, limitation or deletion.

Website Terms of Use - The Customer acknowledges to comply with the Website Terms of Use.

Changes to these Terms and Conditions of Online Sales: You may view the most current version of theTerms and Conditions of Online Sales at any time on this page.

We reserve the right, at our sole discretion, to modify, replace or update any portion of these Terms by posting revisions and changes on our website. It is your responsibility to periodically review our website for any changes. Your continued use of or access to our website following the posting of any revisions or changes to these Terms constitutes your acceptance of those changes.

We recommend that you carefully review the Terms and Conditions of Online Sales periodically to ensure that you are aware of any changes. If you do not agree with any of the changes, you must immediately stop using the website and our services.