The customer and Schneider Medical Industries (the “Seller”) desire to enter into an agreement where the customer purchases merchandise described in their purchase order (the “Purchase Order”). The Seller agrees to sell the merchandise to the customer, subject to the following conditions: (a) the terms outlined in the Seller’s invoice for the relevant merchandise, including all Schneider, TitanFlex, and SwiftGrip products (the “Merchandise”), and (b) these Terms & Conditions (the “T&Cs”). The invoice terms and T&Cs together make up the “Agreement”. The customer agrees that each shipment of Merchandise will be governed exclusively by the T&Cs and the invoice. By placing an order for the Merchandise, the customer agrees to comply with these T&Cs. Any conflicting provisions in the Purchase Order, additional purchase orders, billing statements, acknowledgment forms, or similar documents will be disregarded and have no legal effect. The customer may be considered an “Authorized Distributor” of the Merchandise, at the discretion of the Seller, unless otherwise agreed to in writing.

Shipping & Delivery

1. For any orders, the shipping method and cost will be determined by the Seller and charged to the customer.
2. Seller covers all shipping costs for shipments to a single location located anywhere within the lower-48 states, and the customer will be responsible for any additional charges that may be required for These charges will be added to the Seller’s invoice.
3. It is understood that all sales take place at the relevant Seller’s distribution center, and the transfer of title for the purchased Merchandise and any risk of loss will occur at the distribution center.
4. Seller reserves the right to make decisions on shipping carriers and routes.
5. Delivery estimates are just that, estimates.
6. Shipping and delivery charges from the Seller’s warehouse will be billed separately and are not included in the Seller’s price unless specified otherwise.
7. Consignee-collect shipments are permitted using the customer’s carrier and account number, and transfer of title for the purchased Merchandise and any risk of loss will occur when the carrier picks up the Merchandise from the Seller’s distribution center.
8. Seller may make partial deliveries and the customer is expected to accept them unless otherwise agreed upon by the Seller.
9. Seller reserves the right to update shipping pricing based on market conditions at any time without prior notice to the customer.

Payment

10. The purchase price for the Merchandise will be in accordance with the terms outlined in the invoice from Seller to the customer and these terms and conditions. If the customer fails to meet the payment terms, or if the Seller has any doubts about the customer’s financial responsibility at any time, the Seller reserves the right to decline further deliveries unless the customer provides cash or satisfactory Any past due balances may incur a late payment charge, and the customer is responsible for covering all costs and expenses, including attorney’s fees, incurred by the Seller in collecting payments, whether or not a lawsuit is filed.

Returns

11. To initiate a return, the customer must first obtain a Return Material Authorization (RMA) number from the customer Service Department. The RMA number must be included in all returns, along with the RMA document provided by Customer Service, and returns must be made within 30 calendar days of approval.
12. Returns made without prior authorization will not be accepted and may be refused or returned to the sender.
13. The Seller reserves the right to refuse any return at its sole.
14. Returns of Defective or Damaged Merchandise must comply with the provisions outlined in the Damage and Shortage section. Defective Merchandise refers to any item that is damaged or otherwise not suitable for sale due to issues arising from delivery, such as being worn, torn, or mismatched.
15. If a return is necessary due to a shipping error or defective Merchandise, the Seller will cover the costs of the return. However, the customer must still obtain an RMA number by contacting Customer Service.
16. Returns of non-defective Merchandise will not be authorized, and no credit will be issued for discontinued items, products over 12 months old from the original invoice date, products not in sellable condition or not in original packaging, partial cases or inners, or factory direct shipments.
17. Approved returns of non-defective Merchandise must be shipped at the customer’s expense and may be subject to a 15% handling and processing fee. However, this fee may be waived if the customer places an order of equivalent size.

No Price Match

18. Seller does not offer price matching or price adjustments on any of its products or services. The prices offered by Seller are determined based on a number of factors and are subject to change at any time without prior notice. The customer acknowledges and agrees that they are responsible for verifying the prices of any products or services before purchasing from Seller. Additionally, other retailers or websites may offer different promotions, discounts, or pricing for the same products or services, but these prices or offers are not guaranteed or honored by Seller. By purchasing from Seller, the customer agrees to pay the prices set forth in the applicable invoices and acknowledges that these prices are not subject to price matching or price adjustments.

Defects & Discrepancy

19. The customer must carefully inspect all deliveries of the Merchandise upon arrival to ensure that the shipment is complete, undamaged, and in compliance with the order.
20. If the customer or consignee signs the delivery receipt without raising any objections, it indicates that they have received a complete and satisfactory shipment.
21. It is the customer’s responsibility to:
    1. Verify that the Seller’s shrink-wrap and security tape (if any) are still intact,
    2. Confirm that the item count is accurate, and
    3. Inspect the delivery for any visible damage, defects, signs of tampering, or any other non-conformance. 
22. In case of any discrepancy or defect, the customer is required to:
    1. Report the issue at the time of delivery: note “damaged” on the delivery receipt, list the affected item numbers and quantities, and sign the delivery receipt.
    2. Provide clear photos that show any damage to the Merchandise and its
    3. Refuse to accept the damaged
    4. Notify the Customer Service Department within 72 hours of the delivery attempt and request a Return Material Authorization (support@schneiderdirect.com). In case the phone numbers provided do not work, the customer should reach out to the Seller through the online account provided on the schneiderdirect.com
        website.
23. For any defects or discrepancies that are not reported at the time of delivery, but are discovered later:
    1. The customer must document the issues and notify the Customer Service Department within 10 business days from receipt of the goods. Any damaged Merchandise returned must include a Return Material Authorization number.
    2. Any claims reported after this time frame will not be accepted and no credit will be issued.
    3. No underpayment on invoices will be
24. Failure to comply with these terms and conditions may result in the customer’s invoice adjustment being declined. If the Seller does not receive written notice of any claim within the specified time frame, the customer is considered to have unconditionally waived their right to the claim, regardless of whether the underlying facts have been discovered, or whether the Merchandise has been processed, further manufactured, used, or resold.
25. The customer must not resell any Merchandise that has been found to be damaged, defective, tampered with, or otherwise non-conforming, without the express consent of the Seller.

Taxes

26. Tax Responsibility: The customer will be responsible for any and all income taxes, sales taxes, use taxes, tariffs, fees, and other relevant taxes that pertain to their purchase and transfer of the Merchandise.

Idemnification

27. Protection from Claims: The customer agrees to protect and defend the Seller against any claim that may be brought forward by the customer’s own client.

Limit of Liability

28. Liability Boundaries: The Seller’s liability in any circumstance, whether it be through contract, tort, warranty, negligence or otherwise, shall not exceed the amount paid by the customer. The Seller will not be held responsible for indirect, special, punitive, or consequential damages under any circumstances. The price on the invoice for the purchased Merchandise serves as a limiting factor for the Seller’s liability.
29. No legal action regarding the transactions under each invoice can be taken by the customer more than a year after the date on the invoice. No Lost Profits or Opportunities: Under no circumstances shall the Seller be held responsible for any claims by the customer that the Seller (A) sold the product(s) at a loss, (B) lost profits, or (C) lost opportunities.

Warranty

29. No Implied Guarantees: It is agreed that the Seller shall not be held responsible or liable under any implied warranties, including but not limited to, any implied warranty of merchantability or fitness under the Uniform Commercial Code of any state. The customer is making this purchase after fully examining the Merchandise and not based on any representation made by the Seller regarding its merchantability or other attributes.

No Waiver

31. No Continuing Waiver: The Seller’s failure to enforce any terms and conditions or the waiver of any breach will not affect future enforcement of any terms, conditions, or provisions, whether similar or not. The invalidity of any provision, in whole or in part, shall not affect the validity of any other provision.

Assignment

32. Non-transferable: This agreement is not transferable or assignable by the customer, in whole or in part, without the written consent of the Seller, which may be withheld.

Merchandise Allocation

33. Supply Shortage: In the event that the Seller experiences a shortage of supply of Merchandise for any reason, the Seller reserves the right to allocate its available supply among its various customers as deemed fair and practical, with no liability for failure to deliver the specified quantity to the customer.

Authorized Customers

34. Location Restrictions: If the customer is located in the United States, the customer is only authorized to sell the Merchandise to End Users and Authorized Resellers in the United States.
    1. Definition of End User: An End User is defined as any individual or entity who purchases the Merchandise for their own use, whether for business or personal purposes, and who does not intend to resell the Merchandise to any third
    2. Definition of Authorized Reseller: An Authorized Reseller is defined as an individual or business entity that (1) purchases the Merchandise for the purpose of reselling it as part of a commercial enterprise, (2) has received and agreed to abide by the Schneider Medical Industries Authorized Reseller Policy for the United States (the “Reseller Policy”), and (3) has not had its Authorized Reseller status revoked by the Seller or been deemed ineligible by the Seller to become an Authorized Reseller.
    3. Reseller Policy: If any customer or prospective customer intends to purchase the Merchandise for resale purposes and is not yet an Authorized Reseller, the customer must immediately provide the Reseller Policy to such customer or prospective If the customer or prospective customer accepts the terms in the Reseller Policy, the customer may then sell the Merchandise to such customer, who will then be deemed an Authorized Reseller unless and until the Seller revokes their status. A copy of the current Reseller Policy can be downloaded at (Link to be added)
    4. Prohibited Sales: The customer shall not sell the Merchandise to any entity that operates a third-party marketplace website, including but not limited to Amazon, Ebay, Etsy, Walmart, or Target.
    5. Ceasing Sales: The customer must immediately cease or suspend sales of the Merchandise to any customer upon the request of the Seller.
    6. Distribution Requirements: The customer must distribute policies, Merchandise information, educational materials, and any other information requested by the Seller from time to time to their Authorized Reseller customers.
35. Shipping Restrictions: The customer must restrict their customer-order shipments to shipping addresses located within the country where the Seller has delivered its products to the customer, unless otherwise approved by the Seller. The customer agrees to distribute the Merchandise only within the country of purchase or initial shipment, and in the case of distributor sales to Authorized Resellers, not to entities they know or have reason to believe intend to sell the Merchandise outside the country of purchase or initial Exporting products to other countries requires express permission from the Seller on a case-by-case basis. The Seller and its affiliates will not be liable for any claims arising from the importation of products that were not specifically authorized by the Seller. The customer assumes all responsibility and holds the Seller and its affiliates harmless from any claims brought by any third party who purchased Merchandise inconsistent with this provision.

Customer Responsibilities

36. The customer and its affiliates may not list or resell any of Seller’s Merchandise on any online marketplace, including but not limited to Amazon, eBay, or similar platforms, without Seller’s prior written consent.
37. The customer agrees to adhere to all of Seller’s Intellectual Property and Brand Guidelines, which can be reviewed at https://www.schneiderdirect.com/pages/brand-guide-lines. This includes the proper use of trademarks, logos, and any other proprietary material related to the Merchandise.
38. The customer shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising. The customer shall not make any warranties or representations concerning the Merchandise except as expressly authorized by Seller. The customer shall comply with all applicable laws, rules, regulations, and policies related to the marketing and sale of the Merchandise. The customer shall represent the Merchandise in a professional manner and shall not engage in any conduct that is or could be detrimental to the reputation of Seller or the Merchandise.
39. The customer agrees to comply with the obligations described in any Distribution Agreement or similar agreement entered into between customer and Seller in addition to these Terms and Conditions.
40. In addition to the above, the customer shall abide by the following terms and conditions:
    1. Maintain accurate and up-to-date company information, including all retail locations that carry Merchandise.
    2. The customer must disclose this information upon request in writing from Seller within three (3) business days. Qualifying retail locations can only be one of the following: physical brick & mortar store(s), Permissible Public Website, or temporary storefronts (events, trade shows, pop-up stores, etc.).
    3. The customer must provide unit sell-thru information by SKU and by approved retail location upon request. Seller reserves the right to perform an audit of financial statements pertaining to Merchandise sales or the business operations to ensure compliance with these Terms and Conditions. The customer acknowledges and agrees that all proprietary rights in and to the Merchandise brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Merchandise (“SCHNEIDER IP”) are owned by Seller or its The customer is granted a limited, non-exclusive, non-transferable, revocable license to use the SCHNEIDER IP solely for the purpose of marketing and selling the Merchandise as set forth herein. This license will cease upon termination of the customer’s status as an Authorized Distributor. All goodwill arising from the customer’s use of the SCHNEIDER IP shall inure solely to the benefit of Seller or its licensors.
    4. The customer must comply with Seller’s Intellectual Property and Brand Guidelines and represent itself as an Authorized Distributor of the Merchandise in all online advertising and sales collateral. The customer is strictly prohibited from setting up businesses, registering domain names, mobile applications, or social media usernames that contain Seller’s trademarks or intellectual property or misspellings or confusingly similar variations of Seller’s trademark or intellectual The customer must only use approved marketing materials, including images and descriptions, for all Merchandise and ensure that all Merchandise images and descriptions are accurate and up to date. Seller reserves the right to review and approve the customer’s use of the Seller’s Intellectual Property at any time.
    5. Merchandise Sources: The customer must not buy Merchandise from other retailers, distributors, or sources not explicitly endorsed by the Seller.

Insolvency

41. The Seller has the authority to terminate any order made by the customer without notice in the event of any of the following situations or equivalent occurrences: (a) the customer experiences financial insolvency, (b) the customer submits a voluntary bankruptcy declaration, (c) an involuntary bankruptcy petition is lodged against the customer that is not dismissed within 15 days, (d) a receiver or trustee is designated for the customer, or (e) the customer implements an assignment for the benefit of their creditors.

Merchandise Quality Controls

42. You are not permitted to make any modifications to the original product packaging or product before reselling it. This includes translating, removing, or altering the contents of any labels or literature accompanying the product, and altering any serial numbers, UPC codes, lot codes, or other identifying information on the product. Additionally, removing the product from its packaging and reselling it under a different name or packaging is strictly prohibited.
43. You must use the standard set of Seller-supplied data in the product data feeds that you distribute to third-party advertising venues, unless you have obtained prior written permission from the Seller.
44. You may resell products that have been returned in unopened but damaged packaging or opened but unused condition, as long as you clearly advertise the condition of the product, such as “open box” or “damaged packaging.” You may not resell products that have been used by the end-user.
45. You must comply with the Seller’s instructions regarding the storage, handling, shipping, disposal, or other aspects of the product, including any instructions provided on product Unless otherwise specified, the product must be stored in a cool place, away from direct sunlight, intense artificial light, x-ray machines, and other sources of ozone.
46. You may not re-SKU, bundle, or unbundle products without obtaining prior written permission from the Seller, including in your online assortments and data feeds.
47. You agree to reasonably cooperate with the Seller in preventing unauthorized exportation of the product and any product tracking systems that may be implemented. For serialized bulk products, which are defined as four or more units sold in a single transaction or ten or more units purchased by the same individual within thirty days, you must endeavor to request the customer’s name, address, phone number, product serial numbers, and dates of transaction. This information does not need to be transferred to the Seller, but should be used to identify suspicious purchase If the customer refuses to provide the information, you should reduce the transaction quantity.
48. You must cooperate with the Seller in the event of a product recall or consumer safety information dissemination effort.
49. You must report any customer complaints or adverse claims regarding the product to the Seller and assist the Seller in investigating the complaints or claims.
50. You must cooperate with the Seller in investigating and resolving any quality or customer service issues related to the sale of the product, including disclosing information about product sources, shipment, and handling.
51. You may not advertise, market, display, or demonstrate non-Seller products in conjunction with the product in a way that creates the impression that the non-Seller products are made by, endorsed by, or associated with the Seller.
52. The Seller would like to engage with its distributors through social media and encourages following/liking and reciprocation. You may not copy and paste the Seller’s content without violating copyright guidelines, and you may not take any action that conflicts with the Seller’s rights or ownership of any product brand, trademark, copyright, or other intellectual property right. You may not post anything negative about any products, brands, content, or persons affiliated with or employed by the Seller. All messaging must be consistent with these guidelines.
53. You must not conduct any public relations campaigns that mention, show, or communicate anything about the Seller without the Seller’s written permission, which can be refused. You must not take any action that conflicts with the Seller’s rights in or ownership of any Merchandise brand, trademark, copyright, or other intellectual property right.
54. To successfully sell the Merchandise, you must have a thorough understanding of its unique features and be able to provide customers with knowledgeable advice on their purchases, including information on any warranties or return policies. You are also expected to be available to respond to customer inquiries before and after a sale and handle customer questions and concerns in a timely manner.
55. Unless there is a drop-shipping arrangement in place where the Seller or an approved third party ships the Merchandise directly to customers who have ordered it, you should not allow orders to be fulfilled using inventory that is not your own.
56. You are responsible for ensuring that any third-party logistics provider that stores the Merchandise is aware of and adheres to the quality control and customer service standards established by the Seller. You must keep all Merchandise inventory separate from that of any other third party, and you should cooperate with the Seller in investigating any concerns related to the Merchandise that may be related to the use of a third-party logistics provider. The Seller reserves the right to request additional information about your use of these providers and prompt delivery of this information is required.

Online Sales

57. You shall only take orders for the Merchandise via approved websites (Permissible Public Website(s)). You must provide access and copies of the web pages on the Permissible Public Website(s) at the request of the Seller.
58. Your Permissible Public Website(s) must not appear to be operated by the Seller or any third party.
59. Selling on third-party sites, dropship accounts, classified sites, or direct messages on forums is strictly prohibited. You must include this in your terms & conditions with each customer/client and enforce it if they breach it.
60. Anonymous sales are not allowed. Your legal name or registered fictitious name, address, email, and telephone contact must be stated clearly on the Permissible Public Website(s) and in the shipment or order confirmation email.
61. You must ensure compliance with privacy, accessibility, and data security laws, regulations, and standards, including Payment Card Industry (PCI) compliance, for your Permissible Public Website(s).
62. Publish and maintain a publicly accessible privacy policy on the Permissible Public Website(s).
63. You must implement industry-standard security and fraud protection measures for the Permissible Public Website(s), including two-factor authentication, authorized territory shipping restrictions, and customer fraud resolution procedures.
64. Product videos are the property of the Seller and you have the right to embed them only on your Permissible Public Website, not on any third-party websites. Videos must be embedded in full and not edited and be on accessible, family-friendly websites and available for free.
65. You must have a mechanism for receiving customer feedback and address it Provide information related to customer feedback to the Seller upon request and cooperate with them in resolving negative online reviews. Keep records of customer feedback for one year (as legally allowed).
66. You are responsible for fulfilling orders, taxes associated with purchases, and returns of the Merchandise to customers who order through the Permissible Public Website(s).

Force Majeure

67. Unforeseeable Circumstances Exemption – Despite anything stated otherwise in this agreement, neither party shall be held responsible for any delays or inability to perform due to events outside of their control, including but not limited to: acts of nature, war or acts of terrorism, epidemics, shortage in supply, technical failures, interruptions or malfunctions in computer systems, loss of data due to power outages or mechanical difficulties with storage or retrieval systems, labor issues, or civil unrest. In the event of such circumstances, each party shall make a sincere effort to fulfill their obligations under this agreement.

Governing Law

68. Jurisdiction and Venue – Any disputes between the parties shall be governed by the laws of California state, disregarding any conflicting legal provisions. The disputes shall be resolved exclusively in the Los Angeles County Superior Court (West Covina Courthouse) and the customer consents to the jurisdiction and venue of the court. The victorious party in any dispute shall be entitled to recover their legal fees and costs.

Confidentiality

69. Secrecy – The customer agrees to keep the details of their agreement with Seller (including but not limited to the information on each invoice and these terms and conditions) They will not reveal this information to any third party, except for their accounting and legal professionals.

Entire Agreement

70. Complete Understanding – Each invoice and these terms and conditions make up the entire agreement between the parties. Any changes to these invoices or terms and conditions are only valid and enforceable if they are written and signed by an officer of Seller. The customer’s use, purchase, advertisement, offering for sale, or sale of Merchandise, utilization of Seller’s intellectual property, or use of any other information or materials provided by Seller will be deemed as The customer’s acceptance of these terms and conditions. Seller explicitly denies any terms and conditions provided by the customer in any manner.

Other

71. No Representation – The customer acknowledges that they are not an employee, agent, or independent contractor of Seller and do not hold any authority over Seller.
72. Commencement of Sale – The effective date for the sale of Merchandise under each invoice shall be the date of each invoice. All references to dates in these terms and conditions shall be calculated based on the invoice date.
73. Compliance Monitoring – Seller may review the customer’s actions for compliance with these terms and conditions, and the customer agrees to assist in any such investigation, including but not limited to allowing an inspection of their facilities and records related to the sale of the Merchandise.
74. Termination – Seller reserves the right to terminate the customer’s status as an “Authorized Distributor” with written or electronic notice. Upon termination, the customer shall immediately stop (i) selling the Merchandise, (ii) acting in any way that may give the impression that they are an authorized distributor of the Merchandise or have any affiliation with Seller, and (iii) using any of Seller’s intellectual properties.

Title and Headings

75. Section Titles – The titles and headings of the sections in this agreement are for reference purposes only and are not meant to be a part of or to influence the interpretation of this agreement.