This Terms and Conditions of Sale Policy applies to HYSO LLC products purchased directly from HYSO LLC. As all policies herein are subject to change, check our website at www.hyso.com or www.hyscent.com for the latest policy. If you have questions about this policy, contact HYSO LLC.

Effective date: January 1, 2016

 

1. Scope and definitions

The Terms and Conditions (“Terms”) contained herein shall apply to all quotations and offers made by and purchase orders accepted by HYSO LLC (the “Seller” or “HYSO”) for HYSO products (the “Products”). These Terms apply to all sales made by HYSO except to the extent the Terms conflict with a Sales Agreement signed by HYSO and the respective buyer (the “Buyer”). Any different or additional terms set forth by Buyer, whether in Buyer’s purchase order or another communication, are expressly objected to and will not be binding on HYSO unless agreed to in writing by an authorized officer of HYSO.

 

2. Prices

Products will be invoiced at prices in effect as of the date HYSO accepts an order from the Buyer and will be invoiced accordingly. Prices are in U.S. Dollars and are subject to change without notice. Any and all invoice errors must be disputed within thirty (30) days of invoice date and are subject to correction by HYSO. Prices exclude any present or future federal, state, provincial, local, or other governmental taxes, duties, and tariffs applicable to the sale, transportation, or use of products purchased, all of which taxes, duties, and tariffs shall be paid by Buyer. International sales are subject to applicable transportation and import duties, licenses, and fees, or as agreed to by the purchase order.

 

3. Sales and payment terms

All orders are subject to HYSO’s acceptance, in its sole discretion. HYSO reserves the right to reject any order or refuse to ship Products to Buyer for any reason, including, without limitation, Buyer’s failure to pay previous invoices or Buyer’s insolvency or financial difficulties.

Unless otherwise agreed in writing by HYSO, terms are: For U.S. domestic sales:

  • Buyer shall make payment within thirty (30) days of the date of each invoice. There shall be a one percent (1%) discount on any invoice if payment is made within 15 (fifteen) days from the date of the invoice (as evidenced by postmark).

For international sales:

  • 100% wire transfer prior to shipment.
  • Irrevocable letter of credit (referencing invoice number).

Past due accounts will be subject to the maximum legal rate of interest or 1.5% per month, whichever is less. All payments are to be made in US dollars. If a Buyer’s account becomes past due, HYSO may ship products on a cash in advance basis, or may refuse shipments until such account is paid in full. In the event Buyer’s account becomes subject to collection or is collected in whole or in part through suit, arbitration, mediation or other proceeding of any nature, then and in any such case, there shall be added to the unpaid amount (including any interest) all reasonable costs and expenses of collection, including, without limitation, attorney’s fees and disbursements.

 

4. Acceptable forms of payment

All remittances by Buyer must be in a single payment in the full amount of the invoice (adjusted for any debit memos) and must be in accordance with the following requirements:

Wire or electronic fund transfer (referencing invoice number) and Buyer must be the originator of wire.

Buyer company check (drawn on company account with company name).

Irrevocable letter of credit (referencing invoice number).

Credit card payments will not be accepted without prior approval from HYSO.

 

5. Minimum Advertised Pricing

The Minimum Advertised Price (MAP) for any HYSO and HYscent products shall not be less than the current Manufacturer’s Suggested Retail Price (MSRP) as published on the HYSO or HYscent price list. MAP pricing is established by HYSO and may be adjusted by HYSO at is sole discretion.

 

6. Security Interest

Buyer hereby grants HYSO a security interest in any Products sold to the extent of the invoiced amount. If Buyer defaults under any obligation to Seller hereunder, Buyer agrees to make such Products available so that HYSO can repossess them without a breach of the peace. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement. Upon HYSO’S request, Buyer will execute and delivery any documents and/or take such other actions as HYSO may reasonably request to perfect HYSO’s security interest in such Products.

Shipments. Unless otherwise agreed in writing by HYSO, terms are:

For U.S. Domestic Sales:

  • All shipments are FOB Seller’s place of business. HYSO shall pre-pay freight (and charge Buyer) for orders of Products totaling less than $2,500; HYSO shall pay ground freight for orders of Products totaling in excess of $2,500 for deliveries made within the contiguous 48 states (Alaska and Hawaii excluded). SPLIT SHIPMENTS DO NOT QUALIFY.
  • Claims regarding missing merchandise beyond 5 business days of receipt will not be accepted.
  • Requests for returns must be placed within 48 hours of receipt of the purchase order. A 20% restocking fee will be charged for any returns beyond the 48 hours of receipt.

For International Sales:

  • Shipments are Ex Works (per INCOTERMS 2010).
  • Effective January 1, 2016 all International customers will need to review the sales order confirmation and confirm acceptance within 72 hours (3 business days). Changes made to the purchase order beyond the 72 hours will delay the order from completion a minimum of 7 business days. Shipment quotes provided by HYSO will need to be approved within 5 business days from the date of receipt. Failure to follow these regulations will cause delays in processing.

Any shipping dates are HYSO’s best estimates for informational purposes only.

8. Delivery, title, and risk of loss

Title and risk of loss will pass to Buyer when accepted for shipment by the freight company. HYSO will ship via its preferred carrier. HYSO reserves the right to make partial shipments unless specifically stated otherwise on Buyer’s purchase order. Freight charges and insurance are prepaid by HYSO and will be invoiced to Buyer. Buyer is responsible for filing and pursuing claims with carriers for loss of, or damage to, Products in transit. HYSO will determine the point of shipment. Products may ship from multiple locations at HYSO’s sole discretion.

 

9. No unauthorized resale

The Products sold hereby are intended for Buyer’s “own use” and are not intended for resale unless the Buyer is an authorized distributor of HYSO.

 

10. Inspection

Buyer shall have the obligation to inspect the Products upon receipt and notify the Company of any shortage, incorrect product or defects in the Products within five (5) business days of receipt of shipment, and request a return authorization from the Company. No return of such Products will be accepted by HYSO without a Return Material Authorization (“RMA”) Number and returned Products must be in original manufacturer’s shipping cartons complete with all packing materials. In the event that Buyer does not either complete final inspection and accept the goods or present a rejection notice to HYSO in writing within five (5) business days of delivery, the Products shall be conclusively deemed accepted. After such time, Buyer’s only recourse or remedy for non-conforming or defective Products shall be Seller’s standard warranty. The RMA must be visible on the outside of the package before a return will be credited by HYSO. No credit will be extended for any quantity greater than the amount authorized by HYSO. Products incorrectly ordered and returned by the Buyer will be assessed a twenty percent (20%) restocking charge and must be shipped to HYSO prepaid and in good condition. Buyer must use credit within one year of the date of issue. All returns are subject to HYSO inspection and approval.

 

11. Excusable delays

HYSO shall use commercially reasonable efforts to deliver all products ordered by Buyer as soon as reasonably practicable. In the event of interruption of any such delivery due to causes beyond the reasonable control of HYSO, including but not limited to fire, labor disturbances, riots, accidents, or inability to obtain necessary materials or components, HYSO shall have the right, in its sole discretion and upon oral or written notice to Buyer, to delay or terminate such delivery. Upon receipt of such notice, Buyer shall have the option to change or terminate such orders.

 

12. Intellectual Property

HYSO retains all right, title and interest in all of its patents, all patentable and un-patentable know-how, trade secrets, trademarks, copyrights, inventions, technology, discoveries and

improvements, ideas, concepts, techniques, logos, commercial designs and other proprietary materials, intellectual property and confidential information, and all goodwill associated therewith (collectively, “Intellectual Property”). Buyer shall not use HYSO’s name, logo, trademarks, trade names, trade dress, designs, look and feel or other Intellectual Property in any of its advertising, communications, publications or other work without the prior written permission of HYSO. Buyer must not remove, obfuscate, deface, cover or alter any HYSO mark or other mark nor add any HYSO mark or other mark to any material provided by HYSO nor to any Product or its packaging. Neither Buyer nor its agents will register or use any trademark that may cause confusion with the Intellectual Property.

13. Limited warranty

Seller warrants to Buyer that products sold hereunder that are standard products of Seller will conform to the specifications relating to the goods set out in Seller’s current sales literature. The foregoing warranty remains in effect for a period of one year from the date of delivery of Products to Buyer. The warranty shall not apply to, and HYSO shall have no responsibility hereunder for, any damage occurring during shipment, or any defects or damage caused by improper storage, or misuse, abuse, neglect or accident unless caused by HYSO or any of its employees or agents.

 

14. WARRANTY EXCLUSION

EXCEPT AS SET FORTH HEREIN, HYSO MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE PRODUCTS. EXCEPT AS SET FORTH HEREIN HYSO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER IS NOT RELYING ON HYSO’S SKILL OR JUDGMENT TO SELECT OR FURNISH SUITABLE GOODS AND NO IMPLIED WARRANTY THAT THE GOODS SHALL BE FIT FOR A PARTICULAR PURPOSE IS MADE AS PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

 

15. LIMITATION OF LIABILITY AND REMEDIES

HYSO SHALL NOT, IN ANY CASE, BE LIABLE TO BUYER FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, INJURY TO BUSINESS, COST OF CAPITAL, COST OF ANY SUBSTITUTE PRODUCT, FACILITIES OR SERVICES, OR CLAIMS OF CUSTOMERS OF DISTRIBUTOR FOR SUCH DAMAGES.

 

16. Product Suitability

Products sold by HYSO are designed to meet stated

U.S. safety standards and regulations. Because local safety standards and regulations may vary significantly, HYSO cannot guarantee that the Products meet all applicable requirements in each locality. Buyer assumes responsibility for compliance with such safety standards and regulations in the localities in which the Products will be shipped, sold and used. Before purchase and use of any Products, Buyer should review the product application, and national and local codes and regulations, and verify that the use and installation of the Products will comply with such national and local codes and regulations.

 

17. Safety Data Sheet (SDS)

Buyer will familiarize itself with all information and precautions disclosed in safety and health information, including, but not limited to, any SDS, transmitted to Buyer by HYSO, any information supplied to Buyer by HYSO or otherwise available to Buyer from HYSO at any time, including, without limitation, as set forth on HYSO’S website.

 

18. Distributor Covenants

To become an authorized distributor (the “Distributor”) with authority to purchase, market and distribute HYSO Products, Distributor must register in writing with HYSO which distributorship shall be subject to HYSO’s permission in its sole discretion. Unless otherwise permitted under local law, a Distributor of HYSO Products shall only market and sell the Products after it has obtained all required Product registrations, qualifications, licenses and permits. Distributor is responsible for compliance of the Products with all applicable Laws in any jurisdiction in which it distributes the Products. Distributor warrants that it will maintain adequate and secure warehouse and distribution facilities for the Products, in each case appropriate for the nature of the Products. Distributor will comply with all applicable Laws for handling and storage of the Products. For purposes hereof, “Laws” means any international, multinational, national, foreign, federal, state, municipal, local (or other

political subdivision) or administrative laws, constitutions, statutes, codes, ordinances, rules, regulations, requirements, standards, policies or guidance’s having the force of law, treaties, judgments or orders of any kind or nature whatsoever, including, without limitation, any judgment or principle of common law.

19. Export Controls; Availability; Laws

Certain Products may be subject to export controls under the Laws, regulations and/or directives of the United States and various other countries. Buyer must comply with such Laws and not export, re-export or transfer these Products to any country to which such export, re-export, or transfer is forbidden or without first obtaining all required authorizations or licenses.

Buyer hereby warrants and represents that it will comply with any and all Laws with respect to the purchase, use, and operation of any and all Products.

Buyer shall not use, lease or sell any HYSO Product in any country, or to any purchaser or lessee in any country, other than the country of destination specified in Buyer’s order.

 

20. Design changes

HYSO reserves the right to make changes in design of any of its Products without any obligation to notify Buyer or to make the same change to Products previously purchased.

 

21. No Waiver; Modification

None of these Terms may be waived or modified (including by course of performance, course of dealing or usage of trade) unless that waiver or modification is in writing and is signed by the party to be charged.

 

22. Applicable law; Consent to Jurisdiction

The laws of the state of New York shall govern this transaction without regard to any conflicts of law provisions. Each of Buyer and HYSO hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York, and any appellate court from any thereof.

 

23. Assignment

Buyer may not assign these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of HYSO.

 

24. Indemnification

Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party (the “Indemnified Party”) from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Party arising out of any claim related to the promotion, sale, use or funding of Products: (a) alleging that the Indemnifying Party has infringed any patent, copyright, trademark, or trade secret right of a third party; (b) alleging any breach of any representation or warranty of the Indemnifying Party contained in these Terms; or (c) caused by the performance of any act, any failure to act or the commission of any criminal act by any of its employees or agents in connection with the promotion, sale, use or funding of Products. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any such claim or action. The Indemnifying Party shall have the right to conduct the defense of any such claim or action and, consistent with the Indemnified Party’s rights hereunder, all negotiations for its settlement; provided, however, that the Indemnified Party, at its own expense, may participate in such defense or negotiations to protect its interest. The Indemnifying Party shall be responsible for the payment of any monetary settlement. The Indemnified Party shall not be obligated in any way, including, without limitation, a determination or admission regarding any alleged infringement, breach or other wrong doing by the Indemnified Party.

 

25. Severability

If any provision of these Terms is determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision of these Terms, which shall remain in full force and effect.

These Terms are subject to change. Please email info@hyso.com for the latest version.