Observer Tools, LLC — Terms & Conditions of Sale (Distributors)
Effective Date: September 16, 2024
1. Orders; Acceptance
1.1 A Customer purchase order is an offer to buy. An order is accepted only when Observer Tools issues an order confirmation (including via email), at which point a binding agreement (an 'Order') is formed.
1.2 Observer Tools may refuse, cancel, or limit Orders at its discretion, including due to availability, credit status, or non‑compliant terms.
2. Prices; Surcharges; Taxes
2.1 Prices are as stated on Observer Tools’ current price sheet, quotation, or order confirmation and are exclusive of freight, insurance, and applicable taxes.
2.2 Observer Tools may add surcharges such as small‑order handling, special packaging, or expedited shipping where applicable.
2.3 Customer is responsible for all taxes unless a valid exemption certificate is provided.
3. Minimum Order Quantities; Small Orders
3.1 Minimum order quantities (MOQs) are defined per SKU as case packs or case‑pack multiples and are specified in Observer Tools’ price sheet.
3.2 Observer Tools may, at its discretion, accept quantities below MOQ and may adjust pricing or apply surcharges for such exceptions.
3.3 Freight‑prepaid thresholds may vary by customer and will be specified on quotations or order confirmations where applicable.
4. Delivery Terms; Risk of Loss; Title
4.1 Unless stated otherwise, delivery is FCA (Free Carrier) Observer Tools’ designated warehouse (Incoterms® 2020).
4.2 Risk of loss transfers to Customer when Products are delivered to the carrier.
4.3 Title transfers only after Observer Tools receives payment in full for the Products.
5. Packing; Shipping
5.1 Standard commercial packing is included; special requests may incur fees.
5.2 Partial shipments may occur, and Observer Tools may issue invoices per shipment.
6. Payment Terms; Credit; Late Fees; Collections
6.1 Standard payment terms are Net 30 unless otherwise stated.
6.2 Credit terms are subject to approval by Observer Tools and may require advance payment.
6.3 Late payments accrue interest at 2% per month or the maximum permitted by law.
6.4 Customer shall reimburse all collection costs, including attorney fees.
6.5 Each shipment is a separate sale; payment is due when Observer Tools is ready to ship even if Customer delays pickup.
7. Inspection; Nonconforming Products; RMA
7.1 Customer must inspect Products upon receipt and notify Observer Tools of discrepancies within ten (10) days.
7.2 An RMA is required for any return; unauthorized returns may be refused.
7.3 If a defect is confirmed, Observer Tools may repair, replace, or credit/refund at its discretion.
8. Warranty
8.1 Observer Tools provides a Lifetime Craftsmanship Warranty as described at https://www.observertools.com/pages/warranty-policy.
8.2 The warranty does not cover misuse, abuse, improper installation, unauthorized repair, or use outside intended specifications.
8.3 Observer Tools’ repair/replace/refund decision is the Customer’s exclusive remedy.
9. Disclaimer of Implied Warranties
To the maximum extent permitted by law, all implied warranties, including merchantability and fitness for a particular purpose, are disclaimed.
10. Limitation of Liability
10.1 Observer Tools is not liable for incidental, indirect, special, punitive, or consequential damages.
10.2 Liability is capped at the amount paid for the specific Products giving rise to the claim.
10.3 Any claim must be brought within one (1) year of delivery.
11. Indemnification
Customer shall indemnify and hold Observer Tools harmless against claims arising from misuse, improper installation, modifications, or regulatory violations.
12. Use of Trademarks; Marketing Materials
Distributor may not use Observer Tools’ trademarks, logos, or branded materials without written consent. Any permitted use must adhere to brand guidelines and may be revoked at any time.
13. Intellectual Property
All intellectual property rights remain with Observer Tools. No license is granted except as expressly provided.
14. Order Changes; Cancellations; Rescheduling
14.1 Changes or cancellations require written approval.
14.2 If accepted, Customer must pay all actual costs incurred plus a 15% restocking fee for allocated goods.
14.3 Rescheduling beyond thirty (30) days may result in price and storage adjustments.
15. Export, Import, and Product Compliance
15.1 Customer must comply with U.S. export laws, including EAR.
15.2 Products containing electronics or lithium‑ion batteries must be handled per applicable regulations.
15.3 Customer must provide compliance information upon request.
16. Force Majeure; Allocation
Observer Tools is not liable for delays caused by events beyond reasonable control. Supply may be allocated among customers when necessary.
17. Confidentiality
Non‑public information shared by Observer Tools is confidential and may not be disclosed without consent.
18. Assignment
Customer may not assign obligations without Observer Tools’ written consent. Observer Tools may assign to affiliates or successors.
19. Governing Law; Dispute Resolution
19.1 Governed by Maryland law.
19.2 U.S. & Canada disputes: exclusive jurisdiction in Maryland state or federal courts.
19.3 International disputes: confidential ICC arbitration seated in Baltimore, Maryland.
19.4 Claims must be filed within one (1) year.
20. Severability; Waiver; Entire Agreement
20.1 Invalid provisions do not affect the remainder.
20.2 Waivers must be in writing.
20.3 These Terms form the entire agreement with the Customer.
21. Channel & Diversion Restrictions
21.1 Customer shall not sell Products outside the channels or territories authorized in writing by Observer Tools.
21.2 Unauthorized resale to online marketplaces or cross‑border distribution is prohibited.
21.3 Observer Tools may terminate or suspend sales for violations of this section.