OSI Batteries Terms and Conditions of Sale
This Proposal, including all Exhibits hereto, is an offer to sell goods solely in accordance with the terms set forth herein. This offer may be accepted by sending a purchase order, acknowledgment, or other confirmation of the essential commercial terms of this offer, or any performance in response to this offer. The terms set forth in this Proposal hereby cancel and supersede any prior or contemporaneous negotiation or agreements with respect to the subject matter herein. Any additional or different terms set forth on any purchase order, acknowledgment form, or other writing or oral communication conveyed to OSI Batteries Inc. (henceforth referred to as “OSI Batteries”) by Buyer are hereby objected to by OSI Batteries, and shall not form any part of the contract arising out of this offer.
No acceptance of this Proposal shall be deemed to be expressly conditional on assent to any additional or different terms proposed by Buyer unless such expression is communicated in a letter or other specific written communication, signed by an authorized representative of Buyer, and sent to OSI Batteries, 6024 Culligan Way, Minnetonka, MN 55345. Any such condition in Buyer’s purchase order, acknowledgment, or other standard form shall be of no force or effect.
OSI Batteries warrants that all battery packs manufactured by it and bearing its name shall conform to the specifications stated in this Proposal and shall be free from defects in material and workmanship. OSI Batteries will, for a period of twelve months from the date of sale, repair or replace any part of the battery packs determined by OSI Batteries to be defective.
This warranty is conditioned upon the prepaid return of the battery packs claimed to be defective to OSI Batteries for verification of the claimed defect. If the claimed defect is verified, OSI Batteries will repair or replace free of charge any defective parts. The battery packs will be returned to Buyer transportation prepaid. If inspection of the battery packs does not disclose any defect in material or workmanship, repairs will be made at a reasonable charge, which charges may include the costs of parts, labor, and transportation.
THIS WARRANTY IS EXCLUSIVE, AND IS IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
OSI BATTERIES MAKES NO WARRANTY, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ACCESSORIES, BATTERY CELLS, MATERIALS OR COMPONENTS SOLD BUT NOT MANUFACTURED BY OSI BATTERIES. These items sold, but not manufactured by OSI Batteries are subject to the warranty, if any, of their manufacturer. OSI Batteries will provide purchaser with reasonable assistance in making any claim for breach of these warranties.
2. Limitation of Liability
In no event will OSI Batteries be liable for indirect, incidental, special or consequential damages resulting from OSI Batteries’ performance or failure to perform under this agreement, or the furnishing, performance, or use of any products or other goods sold pursuant to this agreement, whether due to a breach of contract, breach of warranty, the negligence of OSI Batteries, or otherwise.
3. Special Requests
Buyer will give sufficient notice to OSI Batteries to allow OSI Batteries to comply with any special packaging requests of Buyer. Buyer will bear all costs of fulfilling such requests. All requests for rescheduling the delivery date set forth on an accepted purchase order will be made in writing, and will be subject to acceptance by OSI Batteries.
4. Inspection and Acceptance of Battery Packs
Buyer will thoroughly inspect each shipment of battery packs shipped hereunder promptly upon receipt. Buyer will be responsible for making any claim for loss or damage with the carrier. Any claims against OSI Batteries for shortage or other shipment errors will be made in writing within ten (10) days after receipt of the shipment by Buyer. Failure to make timely claim will constitute acceptance of the shipment and a waiver of claims by Buyer for shortage or other shipment errors.
5. Changes and Delays; Cancellation; and Withdrawal of Proposal
If Buyer causes changes to be made, delays, or interrupts the progress of work, or fails to provide necessary drawings or information, Buyer will, on demand, reimburse OSI Batteries for all reasonable costs and expenses caused thereby.
OSI Batteries may immediately cancel all or any part of its sale hereunder or terminate this Agreement upon notice to Buyer if Buyer becomes bankrupt or insolvent or makes an assignment for the benefit of creditors or if a receiver is appointed with authority to take possession of all or any part of the Buyer's assets. If the contract has been substantially fully performed by OSI Batteries, Buyer will pay OSI Batteries the full contract price; otherwise, Buyer will pay OSI Batteries’ full costs and damages incurred in the performance of this proposal or any resulting agreement (including, without limitation, engineering, labor, materials, overhead and restocking).
6. Taxes and Duties
The purchase price does not include any excise, sales, goods and services, use, privilege, license, import, or other taxes, duties, or similar charges levied or based on such price, and such price will be increased by the amount of any such taxes, duties, or charges. Any personal property taxes assessable on the battery packs after delivery to the carrier will be borne by the Buyer.
7. Remedies for Non-Payment
Accounts that are more than 30 days overdue will incur interest charges at the rate of 1 1/2% per month, or the highest legal rate on the unpaid balance. Battery packs sold hereunder will remain OSI Batteries’ personal property until fully paid for and OSI Batteries shall retain a security interest in such goods. If Buyer fails to make payments required hereunder, OSI Batteries may, at its option, without demand or notice, repossess the battery packs, wherever located, such repossession to be without prejudice to OSI Batteries’ right to payment of the purchase price or to its other remedies for breach.
8. Excuse for Non-Performance
OSI Batteries will not be liable for damages caused by delay or interrupted service due to fire, flood, strike, lockout, dispute with workers, inability to obtain material or services, unexpected Government requirements, commotion, war, acts of God or any other cause beyond OSI Batteries’ control.
9. Compliance with Law
Buyer will comply with all applicable laws relating to the purchase, use or disposal of the battery packs.
10. Government Approvals
Buyer will be responsible for and take all necessary steps to obtain any approval and effect any registration of this agreement required under any applicable laws, regulations or practices.
No waiver, either direct or by operation of law or in equity, of strict compliance with and performance of any term or condition of this agreement or of any breach thereof on the part of Buyer, will be held or deemed to be a waiver of any subsequent failure or of strict compliance with the performance of each and every term of this agreement.
12. Governing Law
This agreement shall be construed and governed by the laws of the State of Minnesota.