Page 126 - Adidas Team Volleyball Catalog 2019

2017 TEAM CATALOG LOSS/DAMAGE IN TRANSIT: SLD will not be responsible for goods lost LIMITATION ON DAMAGES; STATUTE OF LIMITATIONS: SLD WILL NOT
TERMS AND CONDITIONS or damaged in transit. Any damage or shortage in carton count must BE LIABLE FOR ANY LOSS OF PROFIT, INTERRUPTION OF BUSINESS
be noted on the carrier’s delivery receipt and reported directly to the OR ANY OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL
ORDERS: These General Terms and Conditions of Sale (the “Terms delivering carrier. DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER. Any action by
and Conditions”) apply to and form an integral part of all quotations and Customer related to these Terms and Conditions, including for breach
offers made by SLD, all acceptances, acknowledgements (including a CONCEALED SHORTAGES/OVERAGES: In order to make a claim for of contract, must be commenced within one year from the date of
functional acknowledgement sent on receipt of an electronic order) and any shortages/overages in unopened cartons, such claim must be delivery of the goods.
confirmations by SLD of any orders by Customer, and any agreements reported to SLD’s Credit Department in writing within thirty (30) days
regarding the sale by SLD and purchase by Customer of product and of the applicable invoice due date. All claims must be accompanied by SECURITY AGREEMENT: To secure payment and performance of all of
services. SLD’s acceptance of orders is based upon these Terms and an invoice, carton identification number and shipping order number Customer’s current and future obligations to SLD, Customer grants to
Conditions. All purchase orders or other procurement documents (in- and an itemization of all shortages/overages by product code, size, and SLD a security interest in all inventory and equipment that Customer
cluding purchase order confirmations, compliance guides, and routing quantity. has purchased or will at any time in the future purchase from SLD and
and logistics guides) submitted by Customer shall be governed by these in all accounts, other forms of receivables, documents, instruments,
Terms and Conditions. To the extent that any provisions contained in PACKING ERRORS: In order to make a claim for packing errors, such returns and general intangibles that are related in any way to such
the Customer’s purchase order or other procurement documents con- claim must be reported to SLD’s Credit Department in writing within inventory and equipment. A copy of Customer’s credit application may
flict with or would change, modify or supplement these Terms and Con- thirty (30) days of the applicable invoice due date. All claims must be filed as a financing statement in which case Customer is the debtor
ditions, these Terms and Conditions will control, even if SLD does not contain the carton identification number. and SLD is the secured party. If, in SLD’s judgment, Customer loses the
expressly contest such provisions and any such conflicting provisions financial ability to pay and perform all of Customer’s current and future
shall be wholly inapplicable to any sale made by SLD to Customer and CUSTOMER’S COVENANTS: Customer agrees to (a) render prompt, obligations to SLD under these Terms and Conditions, then, upon de-
shall not be binding in any way on SLD. Without limiting the foregoing, effective and courteous service with respect to the sale of SLD’s goods, mand by SLD, Customer will return all Collateral to SLD for disposition
SLD further rejects terms and conditions inconsistent with, different including all services to which a retail customer of SLD’s goods is enti- in accordance with the Uniform Commercial Code.
from or additional to those contained herein which are contained on any tled; (b) vigorously and aggressively encourage the retail sale of SLD’s
website of Customer for which access is conditioned on acceptance of goods; (c) maintain the minimum sales volume established by SLD ENTIRE AGREEMENT: Customer’s credit application along with these
such terms and conditions. A functional acknowledgement sent on re- from time to time; (d) establish and maintain, independently and in con- Terms and Conditions contain the entire understanding between the
ceipt of an electronic order does not constitute acceptance of electronic junction with SLD, advertising and marketing policies and methods that parties. Customer acknowledges that there are no terms, conditions,
data interchange orders. Customer’s order of the product will manifest emphasize the high-quality characteristics of SLD’s goods; (e) provide warranties or representations from or by SLD other than those con-
Customer’s agreement to these Terms and Conditions. clean, modern and adequate retail outlet(s) necessary for proper mer- tained in the credit application and these Terms and Conditions.
chandising and selling of SLD goods; (f) attend presentations conducted
BACK ORDERS: Back orders are shipped FOB shipping point. Back by SLD sales representatives for the purpose of acquiring knowledge MODIFICATIONS: No supplement, modification or amendment of
orders will only be created based on stock availability and allocation. about the technical and other aspects of SLD products; and (g) notify Customer’s credit application or these Terms and Conditions will be
SLD’s Credit Department in writing prior to any change in Customer’s binding unless executed in writing by an authorized representative
ALLOCATIONS: Orders and shipments are subject to allocation by legal organization, method of doing business or any other information of SLD. These Terms and Conditions are subject to change by SLD
SLD in times of product shortages as determined by SLD in its sole stated in the credit application filed by Customer. without prior notice.
discretion.
TRADEMARK & INTELLECTUAL PROPERTY RIGHTS: Customer CUSTOMER TERMS AND CONDITIONS: SLD rejects Customer terms
CANCELLATIONS: Requests to cancel orders must be made in writing acknowledges that SLD is a licensee of all intellectual property associ- and conditions, including those contained in purchase order confirma-
no later than forty-five (45) days before the start ship date and are sub- ated with SLD products, including all trademarks, copyrights, patents tions, compliance guides, and routing and logistics guides, unless SLD
ject to SLD’s approval . All cancellations and refusals may be subject and trade secrets (the “Intellectual Property”). Customer obtains no specifically agrees to such terms in writing.
to a restocking/processing fee. Cancellations exceeding ten percent rights to the Intellectual Property. Customer obtains no ownership
(10%) of futures bookings will result in evaluation of future discounts. or license rights to the trademarks, trade names, logos or designs CUSTOMER ROUTING AND LOGISTIC REQUIREMENTS: SLD will not
Container and direct ship orders are not cancellable. (“Trademarks”) or copyrights except as specifically stated in these be bound to terms, directives or requirements set forth by Customer
Terms and Conditions. Customer may not use the Trademarks, or any through routing and logistic guides unless SLD has agreed in writing
CHANGES IN ORDERS: Changes in orders will be considered only (a) marks similar to the Trademarks, in any way without SLD’s express to such terms, directives or requirements. In addition, Customer may
within thirty (30) days of order submission in the case of container or written consent. incur charges for value added services, such as labeling, ticketing, and
dedicated orders, or (b) no later than forty-five (45) days prior to the first special packaging. Routing and logistics guides should be directed to
shipment date indicated on the order in the case of warehouse orders. RESTRICTIONS ON SALES/PURCHASES/ASSIGNMENT: Customer the Compliance Department located at SLD’s Customer Satisfaction
will not (a) sell, transfer or assign its right as an authorized SLD dealer office in Indianapolis, Indiana.
PRICING: All pricing error claims must be submitted to SLD within without the express written consent of SLD; (b) sell or otherwise
thirty (30) days of the applicable invoice due date. All pricing error transfer or transship SLD goods to another retailer, distributor, or SEVERABILITY; WAIVER; CONSTRUCTION: Any portion of these Terms
claims submitted within this timeframe will be reviewed, and approved broker; or (c) purchase SLD products from any source other than SLD. and Conditions that are found to be unenforceable will not invalidate
or denied based on the merits of the claim at the sole discretion of Additionally, Customer may only resell SLD products (apparel, footwear the remainder of these Terms and Conditions. Any delay in enforcing
SLD. All pricing error claims submitted beyond this timeframe will be and accessories) through the outlet location(s) specified in the Credit or any failure to enforce any provision of these Terms and Conditions
automatically denied. All prices are subject to change without notice. Application or subsequently approved in writing by SLD. Any other will not be deemed a waiver of any other or subsequent breach of these
Orders will be billed at prices prevailing at the time of order as reflected form of resale of SLD products other than as specified above shall be Terms and Conditions unless such waiver is in writing and signed by
on SLD’s then current price lists. prohibited without the prior written approval of SLD. Such prohibitions SLD. Caption headings are for convenience of reference only and will
shall include, but not limited to, the following: Customer may not resell not affect the interpretation of these Terms and Conditions. Ambiguous
SHIPPING: Freight terms are FOB shipping point for all domestic ship- SLD products (visible or encapsulated) through any electronic means terms will be construed without regard to authorship.
ments and FOB port for direct shipments, unless otherwise approved (regardless of the medium and including the Internet), the mail, by
in writing by SLD. Customer assumes all risk of loss upon delivery of catalog, or by phone. Such right, if granted, is limited to sales and de- CONFIDENTIALITY: Except as required by law, Customer will not
products by SLD to Customer or Customer’s representative. All delivery liveries within the United States. Further, Customer may not advertise disclose SLD’s Confidential Information to any third party, directly or
indications are estimates only. In no event will SLD assume any liability, SLD products through any electronic means unless such advertisement indirectly, without SLD’s prior, written consent. Confidential Information
consequential or otherwise, as a result of SLD’s failure to deliver prod- directs purchase and fulfillment of SLD products specifically at the lo- is described generally as any and all current and future product infor-
uct in accordance with indicated delivery schedules. Delivery of part of cation(s) approved in the Credit Application or subsequently approved in mation, roadmap, technical or financial information and other business
an order does not obligate SLD to make further deliveries, and partial writing by SLD. Violations of the aforementioned conditions may result information including, but not limited to reports, plans, documents,
deliveries will be billed when made. in the immediate termination of Customer’s account and cancellation of drawings, machines, tools, models, patent disclosures, samples, and
existing orders. Further, if Customer opens or acquires additional retail materials, and Request For Proposals that may be disclosed between
TERMS OF SALE: Payment terms are specified in the credit application, outlet(s), Customer must notify and receive written approval from their the parties whether in written, oral, electronic, website-based, or other
unless otherwise specified. Any amounts not paid within net terms sales representative before any additional or new outlet or franchise form, designated by SLD in writing as confidential. If Customer is
are subject to a service charge of 1-1/2 % per month or the maximum can be opened. SLD’s approval of a new outlet or franchise does not required by any law or regulation, judicial or administrative process to
rate permitted by law, whichever is lower. No cash or prompt payment guarantee SLD approval of any other outlet or franchise location. disclose Confidential Information, Customer shall promptly notify SLD
discounts will be allowed. Customer shall not set off against or deduct No Transshipment/Diversion of Merchandise and No Sale of Counterfeit so that SLD has a reasonable opportunity to oppose such requirement
from any amounts due to SLD hereunder all or any part of any amounts Product or process. Customer shall promptly notify SLD of any actual or
owed or alleged to be owed by SLD to Customer. Chargebacks will To enhance informed selection and promote product image, SLD only suspected misuse or unauthorized disclosure of the Confidential
not be accepted by SLD unless agreed to in writing between SLD and sells to selected retail outlets on the express condition that such outlets Information.
Customer. If SLD, in its sole discretion, at any time is unsatisfied with may not: (1) resell to any person or entity who is not also the final
Customer’s financial responsibility, or feels it needs further assurance user or consumer or (2) sell or purchase any counterfeit SLD product. FORCE MAJEURE: If a delivery date is specified, that date will be
that Customer will pay for outstanding orders, Company shall be Accordingly, the resale, transshipment or any form of diversion of extended to the extent that delivery is delayed by reason of fire, flood,
entitled to require Customer to pay for its orders on a cash-in-advance SLD product to anyone other than the final consumer and the sale or war, riot, strike, natural disaster, or any other event beyond SLD’s
basis. If Customer is in default under any agreement with SLD, or fails purchase of any counterfeit SLD product are expressly prohibited. Any reasonable control and if, as a result of such a delay, the goods ordered
to comply with any written rule or policy of SLD, including these Terms such activity may subject the violator to termination of its account and/ are unavailable, SLD may substitute comparable goods. Additionally, in
and Conditions, SLD shall have the right, without prejudice to any other or cancellation of orders, and shall constitute a breach of the contract of the event of a freight strike beyond SLD’s control, SLD may ship goods
legal remedy, to cancel all outstanding orders. SLD shall have the right sale for which SLD may seek the appropriate legal remedies, including via another carrier without being subject to any penalties.
to set off and deduct any amounts due to SLD from Customer against money damages or injunctive relief.
and from any amounts owed or allegedly owed by SLD to Customer. ASSIGNMENT: SLD may assign this contract to a parent, subsidiary, or
TERMINATION: The SLD may, at any time and in its sole discretion, affiliated firm, or to another entity in connection with the merger, sale
GENERAL RETURNS POLICY: All returns must be pre-approved by immediately terminate or suspend its relationship with Customer. or transfer of all or substantially all of its business. Subject to these re-
SLD’s Returns Department. Requests for approval of returns must be Termination includes, but is not limited to cancelling or refusing to ship strictions, the provisions of the contract shall be binding upon and inure
received in writing by the Returns Department within thirty (30) days of any orders placed by Customer and terminating Customer’s ability, if to the benefit of the parties, their successors, and permitted assigns.
the applicable invoice date. any, to purchase goods on credit or otherwise.
Customer accommodations and refused shipments may be subject COSTS AND ATTORNEY FEES; CHOICE OF LAW; CONSENT TO JU-
to a fifteen percent (15%) restocking fee. Additional charges will be CLAIMS: All claims must be submitted to the SLD within thirty (30) days RISDICTION: For collection matters: (1) Customer will pay such costs,
assessed for footwear that requires reboxing or apparel that requires of the applicable invoice due date unless otherwise specified within this collection agency commission, expenses and reasonable attorney fees
rebagging or untagging prior to its return to SLD’s stock. SLD also document or detailed on a separate binding agreement made by both (including, without limitation, at trial and on appeal) as SLD may incur in
reserves the right to charge for removal of value added services (like parties. Any claims received after this date will not be considered. any manner of collection of any sums past due; (2) Oregon law (without
labeling, ticketing, and special packaging) on returned product. resort to its choice of law provisions) will govern; and (3) Customer
All returns must be accompanied by a Return Authorization Form, LIMITED WARRANTY: SLD warrants that its products, at the time of consents to the nonexclusive jurisdiction of and venue in any state or
available from the Returns Department, and comply with all instruc- shipment, are free from defects in workmanship and materials. THE federal court located in the state of Oregon or South Carolina.
tions provided by the Returns Department. The Return Authorization WARRANTY DESCRIBED IN THIS SECTION SHALL BE IN LIEU OF ANY
Number must be clearly marked on the outside of the shipping carton OTHER WARRANTY, EXPRESS OR IMPLIED. ALL GOODS PURCHASED FOR ALL NON-COLLECTION MATTERS: (1) THESE TERMS AND CON-
and/or on the face of the shipping documents. Any returns not bearing PURSUANT UNDER THESE TERMS AND CONDITIONS ARE SOLD AS- DITIONS SHALL BE GOVERNED AND ENFORCED IN ACCORDANCE
the Return Authorization Number or not accompanied by a Return IS. SLD HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, WITH THE LAWS OF THE STATE OF OREGON AND (2) CUSTOMER
Authorization Form will be shipped back to Customer at Customer’s INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE IN ANY
Expense. FOR A PARTICULAR PURPOSE AND THOSE THAT MAY ARISE BY STATE OR FEDERAL COURT LOCATED IN THE STATE OF OREGON.
COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF
All returns must be shipped prepaid at Customer’s expense. In addi- TRADE. Customer’s remedies are exclusively limited to replacement of
tion, Customer will be responsible for any handling charges incurred by or credit for any defective product (at the sole option of SLD) but such
SLD as a result of a return. replacement or credit shall be made only if the Customer complies
DEFECTIVE RETURNS POLICY: Whether product is defective will be with the terms and conditions set forth herein on general returns and
determined in SLD’s sole discretion. If SLD determines that product is defective returns.
defective, SLD will reimburse Customer for reasonable freight charges
upon receipt of a freight bill.