- Customer (also referred to at times as “You”) and AMMEX Corporation (“Seller”)(collectively “the Parties”) desire to enter into an agreement by which Customer purchases from Seller the merchandise described on Customer’s purchase order (the “Purchase Order”). Seller has agreed to sell Customer the merchandise described on the Purchase Order provided Customer agrees to: a) all terms set forth on Seller’s invoice to Customer for the merchandise set forth in the subject invoice (the “Merchandise”) and b) these Terms & Conditions (“T&Cs”), which are incorporated herein Customer agrees that each and every shipment of Merchandise shall be governed exclusively by the terms of the T&Cs and the subject invoice. Any provisions in the Purchase Order, Customer’s subsequent purchase orders, billing statements, acknowledgment forms or similar documents which are inconsistent with the provisions of the T&Cs or any invoice from Seller shall be deemed waived by Customer and are of no force or effect.
- Force Majeure – Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, pandemics, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.
- All delivery dates quoted are estimates only. All freight and delivery charges from Seller’s warehouse shall be paid as a separate item and are not included in Seller’s price unless specifically so stated. Seller has option to make partial deliveries and Customer shall accept these unless otherwise specifically agreed to by Seller.
- The purchase price for the Merchandise shall be paid in accordance with the terms set forth in the subject invoice from Seller to Customer, as well as these T&Cs. In the event Customer fails to fulfill the terms of payment, or in case Seller shall have any doubt at any time as to Customer’s financial responsibility, Seller may decline to make further deliveries, except upon receipt of cash or satisfactory security. Past due balances are subject to a late payment charge of 1.5% per month, or the maximum amount permitted by applicable law, whichever is less. Customer shall pay all costs, fees, including attorney’s fees, and expenses incurred by Seller in collecting monies due or to become due hereunder, regardless of whether a lawsuit is filed. All sales shall be deemed to take place at the applicable Seller’s distribution facility, and both transfer of title for shipped/purchased Merchandise and the risk of loss for said Merchandise shall be deemed to take place at the applicable Seller’s distribution facility.
- Effective April 1, 2020, Merchandise is no longer eligible for return. All sales will be deemed final. No returns shall be accepted. Returns received will be refused and no credit shall be given.
- For sales prior to April 1, 2020, customers seeking to return Merchandise must call Seller’s service department at 1-800-274-7354 to secure a return authorization number. No returns shall be accepted without a return authorization number issued by Seller. Returns without prior approval of Seller will be refused and no credit shall be given. Returns are subject to a restocking fee except for shipping error or defective Merchandise. Authorized returns must be received within 30 days of receipt to be eligible for full refund without a restocking fee. Returns received after 30 days will be refused.
- In the case of defective Merchandise, Customer must contact Seller within 10 days of receipt to obtain a return authorization number. All defective Merchandise must be returned to Seller’s Kent, Washington warehouse within 30 days of receipt. The Customer will receive a full refund (including applicable freight).
- Invoice Adjustment Policy: Customer must refuse all damaged or Merchandise shipped in error at the time of receiving said Merchandise. Customer must note all shortages/damage and other discrepancies at time of the Merchandise’s delivery and include: 1) an exact count of the Merchandise that was not received or was damaged, 2) Customer’s or consignee’s signature, 3) confirmation of Merchandise’s delivery. If Customer or consignee signs a delivery receipt with no exceptions, it acknowledges receiving a complete shipment. Customer must report all receiving discrepancies to Seller’s service department within 72 hours of Merchandise delivery date (phone (800) 274-7354; fax (425) 251-8656). Failure to fulfill terms of this policy may result in invoice adjustment being declined. Failure of Seller to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Customer of such claim irrespective of whether the facts giving rise to such claim shall have been discovered or whether processing, further manufacture, other use or resale of the Merchandise shall have taken place.
- It is understood and agreed that Seller’s liability whether in contract, tort, warranty, negligence or otherwise shall not exceed the amount paid by Customer. Under no circumstances shall Seller be liable for special, indirect, punitive or consequential damages. The price stated on the subject invoice for the purchased Merchandise is a consideration limiting Seller’s liability. No action, regardless of form, arising out of the transactions under each invoice may be brought by Customer more than one year after the date of each invoice.
- WARRANTIES. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE SELLER SHALL NEVER BE HELD TO BE OBLIGATED OR LIABLE UPON OR UNDER ANY GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, BY OPERATION OF LAW, OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS UNDER ANY STATE’S UNIFORM COMMERCIAL CODE IN ANY MANNER OR FORM. CUSTOMER IS MAKING THIS PURCHASE AFTER AND IN RELIANCE ON ITS FULL AND COMPLETE EXAMINATION OF THE MERCHANDISE, AND NOT BY REASON OF ANY REPRESENTATION AS TO ITS MERCHANTABILITY, SPECIFIC ATTRIBUTES OR OTHERWISE, MADE BY OR ON BEHALF OF THE SELLER.
- Seller’s failure to insist upon performance of any of the terms and conditions herein, or to exercise any right or privilege, or Seller’s waiver of any breach hereunder shall not thereafter waive any of the terms, conditions or provisions, whether of the same or similar type. The invalidity, in whole or in part, of any provisions hereof shall not affect the validity of any other provision.
- This Agreement is not assignable or transferable by Customer, in whole or in part, except within the written consent of Seller, which consent may be withheld.
- When in the opinion of Seller there is a period of shortages of supply of Merchandise for any reason, Seller may allocate its available supply among any or all of its various customers upon such basis as Seller shall deem fair and practicable, with no liability on its part for failure to deliver the quantity or any portion therein specified to Customer. If questions, issues or concerns arise please call Seller’s finance department at 1-800-274-7354.
- Customer may not list or resell any of Seller’s Merchandise on any online 3rd party marketplace, without Seller’s prior written consent.
- With the purchase of Seller’s Merchandise, Customer must adhere to Seller’s Minimum Advertised Price (“MAP”) policy, which can be reviewed at www.ammex.com.
- With the purchase of Seller’s Merchandise, Customer must adhere to Seller’s Brand Guidelines, which can be reviewed at www.ammex.com.
- If Customer is an authorized distributor for Seller, and has a current Distribution Agreement with Seller, Customer agrees to adhere to all of the obligations described in its Distribution Agreement. Additionally, if Customer is a reseller of AMMEX products, Customer will adhere to the following terms and conditions:
17.1 Maintain accurate and up-to-date company information and disclose all retail locations that carry AMMEX throughout the term of your reseller relationship with AMMEX, upon AMMEX request and provided in writing within 3 days. Qualifying retail locations can only be one of the following: your physical brick & mortar store(s), your commerce-enabled website(s), or temporary storefronts (events, trade shows, pop up stores, etc.)
17.2 You must provide unit sell-thru information by SKU and by approved retail location upon request. AMMEX reserves the right to perform an audit of financial statements pertaining to AMMEX sales or the business operations (conduct) to ensure compliance with this policy.
17.3 You must comply with AMMEX’s Intellectual and Branding Guidelines and represent yourself as an AMMEX Authorized Reseller in all online advertising & sales collateral. Setting up businesses, registering domain names, or social media usernames that contain any of AMMEX’s trademarks is strictly prohibited. To ensure compliance with AMMEX’s policies, you must only use approved marketing materials for all AMMEX products. You can read the entirety of AMMEX’s Intellectual Property and Branding Guidelines at https://www.ammex.com/ip-and-branding-guidelines/
17.4 You must not buy AMMEX products from other retailers, or from other sources not explicitly endorsed by AMMEX.
17.5 You may not alter original AMMEX packaging in any way prior to reselling AMMEX products. Removing AMMEX products from packaging and reselling AMMEX products in a different packaging or under a different name is strictly prohibited.
17.6 You must be able to use the standard set of AMMEX supplied data in product data feeds that you distribute to 3rd party advertising venues unless prior written permission is obtained from AMMEX.
17.7 You must not re-SKU or bundle AMMEX products in your online assortments & data feeds without receiving prior written permission from AMMEX.
17.8 You agree to reasonably cooperate with AMMEX in preventing unauthorized exportation of AMMEX® Products. For AMMEX® products which incorporate an individualized numerical designation (e.g. serial number) and which are sold in bulk, defined as four (4) or more units in a single transaction, or ten (10) or more units purchased by the same individual within thirty (30) days (“Serialized Bulk Products”), You shall endeavor to request the following information: customer name, customer address, customer phone, product serial numbers, and dates of transaction. The customer information is not required to be transferred to AMMEX, however it should be used to identify suspicious purchase patterns. In the event the customer refuses to provide such information, you should reduce the transaction quantity to below the applicable Serialized Bulk Products threshold.
17.9 You will not advertise, market, display, or demonstrate non-AMMEX products together with AMMEX products in a manner that would create the impression that the non-AMMEX products are made by, endorsed by, or associated with AMMEX.
17.10 You must only take orders via publicly accessible ecommerce enabled web pages hosted on approved websites owned and operated by you. Selling on 3rd party sites domestic or international sites (eBay, Amazon, Alibaba, etc.), dropship accounts (Buy.com, Newegg.com, Overstock.com, etc.), classified sites (Craigslist.com, Facebook Marketplace, etc.) or direct messages on forums both domestic or international is strictly prohibited.
17.11 You must restrict your customer-order shipments to shipping addresses located within the country where AMMEX has delivered its products to you. This excludes fulfillment of orders to international end users via a freight forwarder located within the country as defined above. You agree to distribute products only to the country of purchase or initial shipment. Exporting of products to countries requires express permission of AMMEX on a case by case basis. At no time shall AMMEX or its affiliates be liable for any or all claims arising from the importation of products not specifically authorized by AMMEX. You assume all responsibility and hold AMMEX and its affiliates harmless from any claim brought by any third party who purchased AMMEX product inconsistent with this provision.
17.12 You must ensure Payment Card Industry (“PCI”) compliance for all approved commerce enabled websites owned & operated by your company.
17.14 You must ensure industry-standard e-commerce security and fraud protection measures are in place, including two-factor authentication, authorized territory shipping restrictions, and customer fraud resolution procedures.
17.15 AMMEX product videos are the property of AMMEX. AMMEX grants imbed rights to you only for use on your corporate ecommerce website, and not on any 3rd party websites at any time. Embedded videos must be embedded in their entirety and may not be edited. All videos embedded must be on accessible, family friendly websites and available free of charge.
17.16 AMMEX wants to engage with its distributors through social media. AMMEX encourages following/liking and will reciprocate in kind. AMMEX content must be shared and may not be copied and pasted without violating copyright guidelines. You acknowledge and agree that you will not take any action that is in conflict with our rights in or ownership of AMMEX. You will not disparage, or post anything that creates negative goodwill about any products, brands, content, and/or person’s affiliated with or employed by AMMEX. All messaging must be consistent with these guidelines and those set forth in Exhibit A.
17.17 You may not conduct any public relations campaigns that cite, show, or communicate anything about AMMEX without AMMEX’s written permission, which permission can be refused. In no case will you take any action that is in conflict with AMMEX’s rights in or ownership of anyAMMEX brand, trademark copyright, or other intellectual property right.
18. General Conditions
18.1 Governing Law & Forum. Any dispute between the Parties shall be governed by Washington state law, without giving effect to any conflict of law provision. The dispute shall be resolved exclusively in the King County Superior Court (Kent courthouse) and Customer consents to both jurisdiction and venue. The prevailing party in any dispute shall be entitled to recover its attorneys’ fees and costs.
18.2 No Agency. Customer acknowledges that it is not an employee, agent, or independent contractor of AMMEX. Customer has no authority to AMMEX.
18.3 Indemnification. Customer agrees to indemnify and hold AMMEX harmless from any claim brought by Customer’s customer against AMMEX.
18.4 Confidentiality. Customer agrees to keep the terms of its agreement with Seller (including, but without limitation, all information found on each invoice and these T&Cs) confidential. It will not disclose them to any third party except for Customer’s accounting and legal professionals.
18.5 Entire Agreement. Each invoice and these T&Cs constitute the entire agreement between the Parties. No modification of any invoice or these T&Cs is valid and enforceable unless it is in writing signed by an officer of AMMEX.
18.6 Effective Date. The effective date for the sale of Merchandise under each invoice shall be the actual date of each invoice. All references to dates in these T&Cs shall be calculated using the subject invoice date.