Your use of the OSI Batteries web site is governed by these Conditions of Use. If you visit, use or make purchases at this website, you accept these conditions; please read them carefully.

This Conditions of Use agreement may be changed from time to time without notice. Each version of the Conditions of Use is marked with a version number and effective date. We recommend that you visit our web site periodically to review any changes.

Intellectual Property/Content Ownership and Use

All content included on this site, such as text, graphics, logos, button icons, images, audio clips, and software, is the property of OSI Batteries or its content suppliers and protected by U.S. and International copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all content on this site is the exclusive property of OSI Batteries and protected by U.S. and International copyright laws. All software used on this site is the property of OSI Batteries and protected by U.S. and International copyright laws. The content and software on this site may be used as a shopping, selling, and e-card resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on this site is strictly prohibited.

Please be specifically advised that the content of this website includes, without limitation, the names, logos, images, slogans, product designs, packaging and trade dress of the OSI Batteries products displayed on this website. No unauthorized use may be made of this content.

You are responsible for any use of this website by anyone using your credit card number, password or other identifier. You are also responsible for activities that occur within your OSI Batteries account. Thus, if for any reason you suspect that your credit card, password or other identifying information has been compromised, you should contact OSI Batteries immediately.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THIS SITE IS PROVIDED BY OSI BATTERIES ON AN "AS IS" AND "AS AVAILABLE" BASIS. OSI BATTERIES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, OSI BATTERIES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OSI BATTERIES DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM OSI BATTERIES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. OSI BATTERIES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

APPLICABLE LAW

By visiting OSI Batteries, you agree that the laws of the state of Minnesota, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and OSI Batteries or its affiliates. All disputes or claims arising out of use of the site will be resolved in the state or federal courts located in Minnesota.

Disclaimer With Respect to Other Internet Sites

OSI Batteries has not reviewed all of the sites, or content of sites, that may be accessed by or linked to this website. OSI Batteries is not responsible for the content of any pages or images, information, or data which are not contained on this website. Viewing of any and all other websites will be at your own risk.

Submission of Information and Other Content

1. License: To the extent that portions of this website permit you to send e-mails, submit information for contests or other promotions, or otherwise submit content (including, without limitation, questions, requests, comments, recipes, suggestions, stories, ideas, inventions, information, data, images, likenesses or text) to OSI Batteries and/or this website, whether or not such content is viewable in chat rooms or otherwise on this website, please be advised that by submitting such content you grant OSI Batteries a perpetual, non-exclusive, worldwide, royalty-free, irrevocable, fully and freely assignable license to any rights you have in the content submitted, including, but not limited to, the rights to use, display, reproduce, distribute, modify, prepare derivative works based upon, and perform publicly your content (or any part thereof) online and offline. OSI Batteries may treat any communication between you and OSI Batteries as non-confidential and non-proprietary. OSI Batteries is free to use any ideas, techniques, inventions, concepts, recipes, know-how or other information that you provide to OSI Batteries for any purpose whatsoever, including but not limited to any development of products or methods, manufacturing and marketing activities, sales material or efforts, or any other business use, without compensation or remuneration.

2. Standards: You agree not to submit any icontent to OSI Batteries that: (a) infringes on any third-party intellectual property, publicity, privacy, moral, ethical, or other legal rights; (b) violates any applicable law or regulation; (c) is defamatory, threatening, harassing, obscene, harmful to minors or pornographic; (d) contains any viruses, Trojan horses, worms, or other harmful components, including, but not limited to, computer programming routines that may damage, detrimentally interfere with, intercept or expropriate any system, data or personal information; (e) constitutes unsolicited junk or bulk e-mail ("spam"); (f) constitutes the act known as "phishing"; or (g) is otherwise criminal.

3. Warranty/Indemnity: You warrant and guarantee that you own all intellectual property, proprietary, privacy, publicity, moral and other rights to any content that you submit to us. You further agree to defend, indemnify and hold us harmless against: (a) any and all claims to the rights to content that you provide to us, (b) any and all claims that someone's rights were violated by our display or other use of the content that you provide to us.

4. Monitoring of Content/Removal: You agree that OSI Batteries has no responsibility to monitor, review, edit or control any content or other information that you or others submit to the website. You further agree that OSI Batteries may modify, remove or refuse to accept any content on this website for any reason. In certain cases, your access to the website may permit you to modify or remove content that you previously submitted. At your request, OSI Batteries may also modify or remove content that you submitted. Please note that we may also decline to modify or remove content that you submitted, despite your request. In addition, we may not be able to modify or remove certain content, including without limitation content that has been distributed to or relied on by another person or entity.

Access Limits

Without OSI Batteries’ consent, you may not: (a) link to this website; (b) use any automated means to access the website or collect any information from the website, including without limitation robots, spiders, scripts or the like; or (c) frame the website, place pop-up windows over its pages or otherwise affect the display of its pages.

Under no circumstances whatsoever may you: (a) derive or attempt to derive the source or object code, source files or structure of this website or its content by reverse engineering, disassembly, decompilation or any other means; (b) attempt to access the accounts of others or attempt to penetrate security measures of the systems of OSI Batteries or its affiliates ("hacking"), whether or not the intrusion results in corruption or loss of data; or (c) transmit to OSI Batteries or by means of this website unauthorized or unsolicited advertising, junk or bulk e-mail ("spam"), or any other such form of unauthorized or unsolicited transmission.

International Use

OSI Batteries makes no representation that this website or its content is appropriate for or available to locations outside the United States of America, and using this website from territories where it is illegal to do so is prohibited. Such is done at your own risk and you are responsible for compliance with all local laws.

Notice/Contact

Please address any questions or correspondence to:

OSI Batteries

6024 Culligan Way

Minnetonka, MN 55345

1.800.626.4173

To contact OSI Batteries by email, please see or reference the Contact Us page in our website.

Legal notices must be sent to OSI Batteries' postal address. OSI Batteries may contact you and communicate official notices to you at your e-mail address, postal mail address, home or work address, telephone number or fax number. OSI Batteries is entitled to assume that any address information that you provide to us is correct. Notice to you will be considered given when sent.

© 2009 Ohlin Sales Inc all rights reserved.

CUSTOMER TERMS

1.       Contract Terms. Buyer's acceptance of delivery of the goods described on this invoice (the "Goods") will constitute acceptance of the terms and conditions set forth below, unless the Goods are sold pursuant to a previously executed written contract signed by both the Buyer and an officer of OSI Batteries. These terms and conditions govern the sale of the Goods, notwithstanding any additional, different, inconsistent, or contradictory terms that may appear in any purchase order, electronic order via EDI or other document prepared by the Buyer but not executed by an officer of OSI Batteries. Buyer's purchase order, shipping request, electronic order via EDI or similar form containing printed terms and conditions adding to, conflicting with or inconsistent with these terms shall not modify any of these terms.

2.       Pricing. All prices are F.O.B. shipping point, unless otherwise specified in writing by OSI Batteries, and are subject to adjustment, without notice, to OSI Batteries’ prices in effect at the time of shipment. Any increase in transportation rates or any changes in routing resulting in an increase in transportation costs shall be paid and borne by Buyer. The price does not include any taxes or other assessments which are the sole responsibility of Buyer.

3.       Payment. A service charge of the lesser of 1 1/2 % per month or the maximum legal rate will be added to all past due amounts. At any time and in its sole discretion, OSI Batteries may limit or cancel the credit of Buyer and may require or demand payment or adequate assurances of performance from Buyer.

4.       Security Interest. Buyer hereby grants OSI Batteries a security interest in all goods delivered hereunder until the purchase price and all other liabilities due OSI Batteries have been fully paid. Buyer will execute any instruments or documents OSI Batteries deems appropriate to perfect that security interest, and OSI Batteries may file a copy of this agreement as a financing statement for that purpose.

5.       Inspection, Acceptance of Delivery. Buyer will inspect the Goods promptly after delivery. No claim for error or nonconformance of delivery, for damage, or for shortage may be asserted later than 30 days after delivery. OSI Batteries must consent in writing to any returns by issuing a Returned Goods authorization number prior to any product being returned. Concealed shortages must be reported to the delivering carrier to amend the Proof of Delivery within 14 days of the original delivery date. Buyer shall be deemed to have accepted the Goods unless such a claim is filed in writing by notifying OSI Batteries at: OSI Batteries, 6024 Culligan Way, Minnetonka, MN 53711. A copy of the delivery receipt must accompany all claims. Buyer also will be deemed to have accepted any Goods that Buyer alters.

6.       Limitation of Remedies. OSI Batteries' liability on any claim for damages under this contract shall be limited to direct damages, unless otherwise required by law. Notwithstanding any other provision of this contract or any provision contained in other documents related to the Goods, neither OSI Batteries nor its affiliates or subsidiaries or any of their respective officers, directors, employees or agents shall be liable to or through Buyer for any indirect, incidental, or consequential damages (including, without limitation, lost profits, lost revenue, and/or failure to realize expected savings) sustained or incurred in connection with the performance or nonperformance of any services, or the use or operation of the Goods, regardless of the form of action and regardless of whether or not such damages are foreseeable.

7.       Time for Bringing Suit. Any legal action for breach of this contract of sale or arising from or in connection with any defect or failure of any Goods or for the performance or nonperformance of any obligation of OSI Batteries hereunder (including any post-audit claims) must be brought within 24 months following acceptance of the Goods.

8.       Limitation of Warranties. OSI Batteries' warranty appears on the Goods or on the packaging containing the Goods. THE WARRANTY THAT APPEARS ON THE GOODS THEMSELVES IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OSI Batteries' warranty does not cover defects or damage caused by failure to provide a suitable storage environment for the Goods, use of the Goods for purposes other than those for which they were designed, damage during shipment, or any abuse or misuse by the Buyer or other third parties.

9.       Excusable Delays and Time of Delivery. OSI Batteries is not liable or responsible for delay or failure to perform any of OSI Batteries' obligations to make delivery of Goods occasioned by (a) any cause beyond its reasonable control, including, without limitation, a labor dispute, industry disturbance, fires, unusually severe weather conditions, earthquakes, floods, declared or undeclared war, epidemics, computer malfunctions, civil unrest, riots, lack of supplies, delay in transportation, governmental, regulatory or legal action, act of God or (b) by acts or omissions of Buyer, including, without limitation, Buyer's failure to promptly comply with the terms of payment ("Excusable Delays"). The date of delivery must be extended for a period equal to the time lost by reason of any of the Excusable Delays. Buyer's acceptance of the Goods shall constitute a waiver of any claim for late delivery.

10.    Indemnification. Buyer must defend and indemnify OSI Batteries and its employees and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines interest and other expenses (including attorneys' fees) that OSI Batteries may incur or be obligated to pay as a result of Buyer's negligence, use, ownership, maintenance, transfer, transportation or disposal of the Goods.

11.    Governing Law: Jurisdiction. The validity, construction and performance of these terms are governed by, and must be construed in accordance with, the laws of the state of Wisconsin, without regard to its conflicts of law provisions. The U.N. Convention on Contracts for the International Sales of Goods does NOT apply to these terms and all of these terms must be construed in accordance with the Uniform Commercial Code as enacted in the State of Wisconsin. The Buyer irrevocably submits and agrees to the jurisdiction of the state and federal courts of the state of Wisconsin in any action, suit or proceeding related to or in connection with these terms or the Goods.

12.    Severability: If any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid or unenforceable to the extent of its illegality, invalidity or unenforceability, and such provision will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity or enforceability of such provisions or of any other provisions of these Terms in any other jurisdiction.

Effective as of 06/25/06
Revised 08/01/2009

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