OPTIMAS.COM TERMS OF SALE

1. Scope of Agreement.

With respect to any products (collectively, “Products”) purchased by a customer (“Customer”) from Optimas OE Solutions, LLC , or our subsidiaries or affiliates, (collectively, “Optimas”, and together with Customer, the “Parties”) on Optimas.com and any other websites or mobile applications that link to these Terms of Sale (the “Sites”), the terms and conditions contained herein shall control. Optimas’s acceptance of any order placed on the Sites is subject to Customer’s consent to all of the terms and conditions set forth herein. By purchasing Products on the Sites, or by clicking that Customer agrees or accepts when prompted by Optimas, Customer is entering into a binding agreement with Optimas and agrees to be bound by these Optimas.com Terms of Sale (these “Terms”). Any individual who purchases Products on the Sites on behalf of a company or other entity represents and warrants that such individual is an authorized representative of such company or entity with the right to bind such company or entity to these Terms. Optimas objects to and shall not be bound by any additional or different terms, whether printed or otherwise, in any purchase order or other communication from Customer to Optimas, unless specifically agreed to in a writing signed by the Optimas and only with respect to those Products intended to be covered by that executed document. These Terms constitute the entire, integrated agreement between the Customer and Optimas related to the subject matter of these Terms and any subsequent purchases made by the Customer from Optimas on the Sites, and any and all discussions, understandings, agreements, representations, courses of dealings, customs, and usages of trade heretofore made or engaged in by the Parties with respect to the subject matter hereof are merged into these Terms which alone fully and completely expresses the Parties’ agreement. These Terms may be changed at any time, and from time to time, by Optimas in its sole discretion by providing notice that the Terms have been modified. Such notice may be provided by sending an email, or by posting a notice on the Sites, or by posting the revised Terms on the Sites and revising the date at the end of these Terms, or by such other form of notice as determined by Optimas. Customer’s purchase of any Products following the posting of the revised Terms or other notice will constitute Customer’s acceptance of such changes or modifications. Optimas reserves the right to accept or reject any order in its sole discretion.

For information about how Optimas collects, uses and shares information about users of the Sites, please refer to Optimas's Privacy Policy. For terms governing access to and use of the Sites, please refer to Optimas's Terms of Use. In the event of any conflict or inconsistency between these Terms and the Terms of Use, these Terms will govern.

2. Eligibility. Optimas does not permit Customers to purchase Products and have them shipped to countries other than where Customer has a registered Continental U.S. address. We do not ship to APO or Post Office Box addresses. If you wish to ship to an address outside of these restrictions, please contact your sales representative or Customer Service *Update customer service info*

In order to complete a transaction on the Sites, the billing and shipping addresses must match the country Customer designated as part of its online account registration.

3. Product Availability. All Products are subject to availability and Optimas reserves the right to impose quantity minimums or limits on any order, cancel all or part of an order, and discontinue Products for any reason, at any time. Note that inventory on the Sites may not be up-to-date and Product availability is not guaranteed.

4. Prices & Sales Taxes. Product prices listed on the Sites are subject to verification, correction or change at any time with or without notice to Customer, and they do not include freight, handling fees, taxes, and/or duties (collectively, “Additional Fees”). To the extent Additional Fees are displayed on the Sites, such Additional Fees are estimates only. Prices listed on the Sites at the time that Customer places a product in a basket or requests a Product quote are subject to change at any time prior to Customer checkout or placing an order for such Products or as otherwise specified on a the quote. Market sensitive commodity products will be priced according to current market conditions. The purchase price for Products will equal the unit price multiplied by the quantity shipped. Any tax or other governmental charge upon the production, sale, shipment, transfer, consumption, or use of the Products that Optimas is required to pay or collect from Customer shall be paid by Customer to Optimas at the time of payment for the Product, unless Customer furnishes Optimas with exemption certificates acceptable to taxing authorities. Such amount shall be due whether or not included during checkout or on the invoice.

5. Payment. Payment of the purchase price for Products sold by Optimas to Customer shall be in the amounts set forth on the Sites, and Customer agrees to pay all charges in accordance with such amounts. Payments through the Sites may be made by Visa, MasterCard, or American Express issued by a U.S. bank, and such payments will be charged upon shipment of the Products. In the event Customer has requested and been granted credit on terms, different or additional payment terms may be set forth in a purchase order or as otherwise mutually agreed to by the Parties, and such terms will govern.

6. Title & Risk of Loss. The purchase price for the Products is F.O.B. first point of shipment. Optimas may charge a shipping fee on each order which is applied at time of order and reflected during checkout or on customer's invoice. Receipts for shipping charges will not be furnished. Optimas may set off any amount due from Customer to Optimas, whether or not under these Terms, from any amounts due to Customer. Title to, and risk of loss of, the Products shall pass to Customer upon delivery to the carrier at the F.O.B. shipping point. If the product is damaged in transit, Customer's only recourse is to file a claim with the carrier. Unless otherwise agreed to in writing, title to any software, including software associated with a Product, shall not pass to Customer and, strictly to the extent permissible under any license agreement related to such software, Customer shall be granted a limited license to use the software in connection with the Product, strictly in accordance with the license agreement, and Customer agrees to be bound by any license terms pertaining to software associated with a Product sold hereunder. Customer agrees to defend and indemnify Optimas, including paying for Optimas’s attorneys’ fees for counsel of Optimas’s choosing, from any claims or lawsuits in which it is alleged that such license agreement was breached or violated by reason of the actions of Customer.

7. Shipping. Delivery and shipment dates indicated on during checkout or acknowledgements of orders are estimates only and are not guaranteed. Such dates are subject to change due to, among other things, delay in Product availability and circumstances beyond Optimas’s reasonable control. Optimas will in good faith endeavor to ship Products or perform services by the estimated date. Optimas shall have the right to make partial shipments. All changes in specifications or the shipping or performance date requested by Customer will only be effective if set forth in a writing signed by the Parties, and where such changes affect Optimas’s time or cost of performance, an equitable adjustment in estimated shipping/performance date or purchase price, or both, will be made. Optimas will comply with minimum specifications packaging, loading and bracing requirements for the method of transportation. Shipment will be by a reasonable method of transportation determined by Optimas in its sole discretion.

8. Shortages; Inspection on Delivery. Customer shall promptly submit all claims for shortages in writing to Optimas once Customer receives the Products; otherwise, such claims shall be waived. Quantities are subject to normal manufacturer allowances. Customer will inspect the Products upon delivery and will promptly notify Optimas in writing of any defect in the Products so that Optimas may place the Product manufacturers on notice of the same, otherwise such Products will be considered accepted.

9. Product Warranties. Optimas hereby transfers and assigns to Customer any and all transferable warranties made to Optimas by the manufacturer of the Products and any intellectual property indemnity from the manufacturer of such Products, and Optimas makes no warranty beyond those manufacturer warranties provided through such transfer and assignment. Customer’s sole and exclusive remedy for any alleged defect, failure, inadequacy, or breach of any warranty related to Products shall be limited to those warranties and remedies provided by the manufacturers of those Products, all of which are hereby assigned by the Optimas to Customer.

10. [WU1] DISCLAIMER OF OPTIMAS’ WARRANTIES. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF, AND OPTIMAS DISCLAIMS AND CUSTOMER WAIVES, ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW (STATUTORY OR OTHERWISE) AND WHETHER OR NOT OCCASIONED BY OPTIMAS’ NEGLIGENCE.

11. Product Compliance and Suitability. Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of Products for a particular purpose. Certain Products may not be available for sale in all areas. Optimas does not guarantee compliance or suitability of the Products it sells with any laws, codes or regulations, nor does Optimas accept responsibility for construction, installation and/or use of a Product. It is Customer's responsibility to review the Product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the Products are compliant.

12. Product and Catalog Information. Product depictions, including color, on the Sites are for illustrative purposes only. Access to the Sites does not constitute the right to purchase Products. Optimas reserves the right to revise publishing errors on the Sites. Despite Optimas’s efforts, occasional pricing errors may occur on the Sites. Optimas reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from Optimas.

13. Material Safety Data Sheets. Material Safety Data Sheets (“MSDS”) for hazardous substances are prepared and supplied by the manufacturers of the Products. OPTIMAS MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.

14. Returns for Any Reason. In the event that Customer is not satisfied with a Product for any reason, subject to Optimas's Return Policy.

15. Warranty Returns. All warranty returns shall be subject to Optimas's Return Policy.

16. Customer Warranties. Customer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Customer acknowledges that it is an independent contractor 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), a foreign political party or party official, or any candidate for foreign political office in connection with the purchase and resale of the Products ordered from Optimas. Customer represents and warrants that it has read Optimas's Code of Conduct Business Partner Anti-Corruption Policy , the terms of which may be updated from time to time by Optimas.

17. Export. Customer understands that Products supplied by Optimas may be subject to the jurisdiction of U.S. export controls and trade sanctions (and/or export control laws of other countries that may be applicable to the Customer), and Customer represents and warrants that it will not violate such export-related laws with respect to Products supplied by Optimas. Customer will indemnify and hold Optimas harmless for any damages arising from such violations by Customer. Customer represents that the Products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable laws and regulations relating to the Product purchased by Customer.

18. LIMITATION ON CUSTOMER’S RECOVERY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, EITHER FOR PRODUCTS MANUFACTURED BY OPTIMAS OR THOSE THAT ARE NOT, SHALL CUSTOMER BE ENTITLED TO RECOVER MORE THAN THE PRICE OF THE PRODUCTS PROVIDED HEREUNDER FROM OPTIMAS FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS DELIVERED PURSUANT TO THESE TERMS BASED ON ANY THEORY OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY.

19. LIMITATION OF CUSTOMER’S DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, EITHER FOR PRODUCTS MANUFACTURED BY OPTIMAS OR THOSE THAT ARE NOT, SHALL CUSTOMER BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES FROM OPTIMAS, FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS DELIVERED PURSUANT TO THESE TERMS BASED ON ANY THEORY OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR FOR PUNITIVE DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY PRODUCTS YOU PURCHASE FROM OPTIMAS, OR FOR OUR FRAUD, GROSS NEGLIGENCE OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.

20. Important Notice to Federal Customers Re: Country of Origin. While all products listed on GSA Advantage!® meet the requirements of the Trade Agreements Act (“TAA”), as implemented by Federal Acquisition Regulations Part 25, other products sold on the Sites may not meet the requirements. Any federal customer purchasing on the Sites will be making an “open market” purchase that is not covered by any contract. Federal customers are advised that the open market purchases are NOT GSA schedule purchases. By purchasing any product on the open market, Customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.

21. ARRA Orders. It is Customer's responsibility to advise Optimas whether this order is funded in any part by funds from or related to the American Reinvestment and Recovery Act (“ARRA”) (Pub. L. No. 111-5) (i.e., Stimulus Funds). Upon request, Optimas will provide country of origin information so that customer may determine compliance with any applicable requirements under ARRA Section 1605 or any other applicable regulations.

22. Force Majeure. Optimas shall not be liable for any failure to perform its obligations under these Terms resulting directly or indirectly from, or contributed to or by acts of God, acts of Customer, acts of terrorism, civil or military authority, fires, strikes or other labor disputes, accidents, floods, war, riot, inability to secure material or transportation facilities, acts or omissions of carriers, or any other circumstances beyond Optimas’s reasonable control.

23. Confidentiality. Customer will not disclose or make available to any third party Optimas’s data or other confidential, non-public or proprietary information regarding Optimas without Optimas’s prior written authorization.

24. Intellectual Property. Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by Optimas, or any trademarks or service marks owned by suppliers to Optimas. All materials contained on the Sites are subject to the ownership rights of Optimas and its suppliers. Customer shall have no right to copy or use any of the intellectual property of Optimas or its suppliers without Optimas’s or the applicable supplier’s permission.

25. Amendments & Waivers. No amendments, modifications, waivers, or termination of these Terms can be made through the Parties’ course of dealings and no such change can be made except in a single writing signed by the Parties hereto. Failure by Optimas to exercise any right or remedy under these Terms will not be deemed a waiver of such right or remedy unless in a writing signed by Optimas, nor shall any waiver be implied from the acceptance of any payment. No waiver by Optimas of any right shall extend to or affect any other right, nor shall a waiver by Optimas of any breach extend to any subsequent similar or dissimilar breach.

26. Governing Law; Venue; Arbitration. Customer’s purchase of Products through the Sites is subject to all applicable local, state, national and international laws and regulations. These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions. Any dispute between the Parties that is not subject to arbitration shall be resolved in the state or federal courts located in Chicago, Illinois.

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE THE PARTIES TO ARBITRATE DISPUTES AND LIMIT THE MANNER IN WHICH THE PARTIES CAN SEEK RELIEF.

In the event of any controversy or claim arising out of or relating in any way to these Terms, the Parties agree to consult and negotiate with each other and, recognizing their mutual interests, try to reach a solution satisfactory to both Parties. If the Parties do not reach settlement within a period of sixty (60) days, then either Party may, by notice to the other Party, demand mediation under the mediation rules of the American Arbitration Association in Chicago, Illinois. Both Parties give up their right to litigate disputes and may not proceed to arbitration without first trying mediation, but the Parties are NOT required to arbitrate any dispute in which either Party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Except as otherwise required under applicable law, THE PARTIES intend and agree: (1) not to assert class action or representative action procedures and agree that they will not apply in any arbitration involving the other; (2) not to assert class action or representative action claims against the other in arbitration or otherwise; and (3) only to submit individual claims in arbitration and not seek to represent the interests of any other person or entity.

If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved controversy or claim will be resolved by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in Chicago, Illinois. The language of all proceedings and filings will be English. The arbitrator will render a written opinion including findings of fact and law and the award and/or determination of the arbitrator will be binding on the Parties, and their respective administrators and assigns, and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration will be shared equally by the Parties unless the arbitration determines that the expenses will be otherwise assessed and the prevailing Party may be awarded its attorneys’ fees and expenses by the arbitrator. It is the intent of the Parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within ninety (90) days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the Parties. Failure to adhere to this time limit will not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange will be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously.

27. Language of the Terms. Where Optimas has provided a foreign translation of the English language version of these Terms, the translation is provided for your convenience only and you agree that the English language version of these Terms will govern your usage of the Sites. If there is any contradiction between the English language version of these Terms and a translation, then the English language version will take precedence. The parties have expressly requested and required that these Terms and all other related documents be drawn up in the English language.

28. Miscellaneous. These Terms shall be for the benefit of the Parties and not for the benefit of any other person. Customer may not assign these Terms without the express written approval of Optimas. Any provision of these Terms that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be limited or eliminated to the minimum extent required by that jurisdiction, and the remaining provisions of these Terms will remain in full force and effect.

These Terms were last revised on September 1, 2017


RETURNS POLICY

To return an item purchased on the Sites, you will need a Return Authorization ("RA") number for the item to be returned by contacting your sales representative or Customer Service at 1-800-503-1321 or through the Contact Us link at optimas.com/contact-us.

Please provide proof of purchase either with a copy of the invoice or order confirmation showing the item purchased when requesting a RA for your return.

The items to be returned must be unopened, unused, undamaged, in their original packaging, in new saleable condition, and include all accessories parts. Items that cannot be returned include, but are not limited to special orders items that Optimas cannot return to the manufacturer, or items sold on a "final sale" basis. Once a RA number has been issued, you will need to return the items back to the designated Optimas warehouse within 30 days from the RA number issuance date. Please clearly indicate the RA number on the outside of the packaging and include a copy of your invoice or order confirmation receipt. You are also responsible for the cost of shipping the items back to Optimas.

Optimas reserves the rights to deny any product returns or apply a minimum of a 25% restocking charge to any return.


REFUND POLICY

Once your items are received and accepted by Optimas as a returned item, your refund will take between two to seven business days to be processed. Please note that depending on your credit card company, it may take an additional two to ten business days after your credit is applied for it to post to your account. Optimas will only process a refund to the credit card that was used for payment of the original order or credit the account used to originally purchase the Products, as applicable. The refund will consist of the purchase price for the item and associated sales tax. Optimas does not refund the freight charge for the cost of shipping at the time of order.


WARRANTY POLICY

As an authorized distributor, you can rest assured the items purchased on the Sites come with the manufacturer's warranty. If the item you purchased isn't working properly, please consult the product manual (when included with the item) for troubleshooting information. Should you require additional assistance, please contact the product's manufacturer directly.

If the item you received is defective upon receipt, please contact your sales representative or call Optimas Customer Service at 1-800-503-1321 to have the item replaced.


SHIPPING POLICY

When you order products from the Sites, the order is processed within one to two business days. Orders received during non-business days are processed on the next business day.

Shipping charges are calculated based on the shipping option you select, and is prepaid by you at the time of shipment.

Orders placed through the Sites do not currently ship to addresses outside the continental U.S.,. We are also not able to ship to APO or Post Office Box addresses. If you wish to ship to an address outside of these restrictions, please contact your sales representative or Customer Service at customerservice@optimas.com


SALES TAX POLICY

Sales tax is estimated at the time of your order and the actual sales tax amount is charged at the time of item shipment.

If you are eligible for a tax exemption, please complete the necessary documentation (make document a hyperlink to all the forms) and furnish it to Optimas.


PAYMENT POLICY

The Sites only support credit cards issued by a in the U.S. bank for Visa, MasterCard or American Express, as applicable.


ORDER MANAGEMENT POLICY

Once you have placed an order with Optimas on the Sites, there is a very limited amount of time to modify or cancel your order. Please contact *update Customer Service info* should you need to modify or cancel your order.