GENERAL TERMS AND CONDITIONS OF SALE

These General Terms and Conditions of Sale (“GTCS”) govern all quotations, offers, confirmations, and sales of Eichholtz products (“Products”) by Eichholtz Corporation USA (“Eichholtz”) to a buyer (“Buyer”). Buyer includes customers, clients, resellers, or distributors as appropriate.

Any additional or different terms in any purchase order or other communication from Buyer are automatically objected to by Eichholtz and will have no effect unless explicitly accepted by Eichholtz in writing. Fulfilling a purchase order does not mean Eichholtz accepts any terms and conditions from Buyer that differ from these GTCS.

If Buyer and Eichholtz have a separate agreement for the sale of Products, that agreement takes precedence in case of inconsistencies with these GTCS.

1. PURCHASE ORDERS, ACCEPTANCE, PAYMENT TERMS

1.1 Purchase Orders and Acceptance

• Sales of Products are made through purchase orders submitted by Buyer to Eichholtz.
• Each purchase order must include the number of units of each Product and is governed by these GTCS.
• Eichholtz is not obligated to accept any purchase order and will confirm acceptance in writing.
• Eichholtz can accept or reject a buyer at its discretion.

1.2 Buyer Information

• Eichholtz will consider purchase orders only after receiving complete business details from Buyer, including name, contact details, invoice address, email, and delivery address.
• Payments must not be made by a third party without prior written consent from Eichholtz.

1.3 Prices and Taxes

• All prices exclude transportation costs, freight, insurance, and all applicable taxes.
• Buyer is responsible for all such charges, except for taxes on Eichholtz’s income, revenues, or assets.

1.4 Discounts

• Discounts, if any, are at Eichholtz's discretion.
• Discounts are not guaranteed if fewer or different Products are ordered than initially offered.

1.5 Order Changes and Cancellations

• Purchase orders cannot be canceled or changed without written approval from Eichholtz.
• Eichholtz may correct any apparent pricing errors or cancel orders at its discretion.

1.6 Minimum Order Amounts

• Eichholtz has minimum order amounts for new and existing accounts as described in its Delivery Charges and Order Acceptance Policy.

1.7 Shipping and Delivery

• Products will be suitably packaged and shipped FOB to the location specified by Buyer.
• Transportation costs are paid by Buyer.
• If a third-party carrier is engaged, Buyer is responsible for filing any claims for delays, loss, or damage.

1.8 International Shipping

• Products may be shipped outside the United States with advance written permission from Eichholtz.
• Buyer is responsible for all compliance with laws and regulations, including import and export documentation, fees, and duties.

1.9 Payment Methods

• Payments can be made via bank transfer, check, or credit card.
• Orders of $5,000 or more may qualify for a credit rating.
• Eichholtz reserves the right to require advance payment or security for any Products ordered.

1.10 Delivery and Obligations

• By delivering the Products, Eichholtz fulfills its obligations under the purchase order.
• Buyer must notify Eichholtz if incorrect or defective Products are delivered.

1.11 Shipping Methods

• Eichholtz’s standard shipping method is curbside delivery.
• Buyer must notify Eichholtz if a different shipping method is required.

1.12 Product Availability

• Eichholtz’s product collection can be found at https://eichholtz.com/usa.
• Some items may be discontinued or out of stock.

1.13 MAP Policy

• By submitting a purchase order, Buyer acknowledges reviewing Eichholtz’s MAP Policy at https://eichholtz.com/usa/map-policy.

1.14 Payment Terms

• Buyer may be eligible for extended payment terms subject to approval from Eichholtz’s credit insurer.
• Buyer must pay invoices without discount, deduction, offset, or counterclaim.

1.15 Early Payments

• Early payment discounts are not applied unless explicitly agreed in writing.

1.16 Complaints

• Complaints about invoices must be made in writing within 14 days of the invoice date.
• A complaint does not suspend Buyer’s payment obligation.

1.17 Default and Interest

• If Buyer defaults on payment, the amount owed becomes immediately due with interest.
• Eichholtz may postpone or suspend deliveries in case of default.

1.18 Order Suspension or Cancellation

• Eichholtz can suspend or cancel orders at any time and will refund Buyer for any undelivered paid Products.
• Eichholtz is not liable for damages resulting from such actions.

2. DELIVERY; NON-CONFORMING PRODUCTS

2.1 Delivery Dates

• Delivery dates are approximate and not guaranteed.
• Delays due to production problems may lead to order cancellation without liability.

2.2 Buyer Responsibilities

• Buyer is liable for damages if they fail to take delivery or provide necessary information.
• Eichholtz may demand prior payment for additional costs related to (re-)delivery.

2.3 Partial Shipments

• Eichholtz may make partial shipments, and Buyer must pay for shipped Products.

2.4 Product Variations

• Minor changes in shape, color, or construction are acceptable and do not constitute a breach by Eichholtz.

2.5 Inspection Upon Delivery

• Buyer must inspect Products upon delivery and notify Eichholtz of any issues within 14 days.

2.6 Non-Conforming Products

• Buyer must notify Eichholtz immediately if Products are non-conforming.
• Eichholtz will, at its discretion, replace or credit non-conforming Products.

2.7 Product Returns

• Defective Products may be returned with prior written approval from Eichholtz.
• Buyer is responsible for costs related to mounting, dismounting, or re-installation.

2.8 Sales Documentation

• Buyer must retain sales records for 10 years and provide them to Eichholtz upon request for recalls.

2.9 Product Recalls

• Buyer must cooperate with Eichholtz in case of product recalls.

3. TRANSFER OF RISK AND RETENTION OF TITLE

3.1 Retention of Title

• Eichholtz retains title to Products until full payment is received.
• Products under retention of title cannot be sold or encumbered outside normal business operations.

3.2 Buyer’s Duty of Care

• Buyer must insure Products under retention of title against common risks.
• Insurance rights may be transferred to Eichholtz upon request.

3.3 Payment Default

• Eichholtz can demand the return of Products if Buyer defaults on payment.
• Eichholtz may enter Buyer’s premises to repossess Products.

3.4 Third-Party Claims

• Buyer must inform Eichholtz immediately of any third-party claims on Products under retention of title.

4. WARRANTY

4.1 Product Warranty

• Eichholtz warrants Products to be free from defects in material or workmanship for 12 months from delivery.
• Minor deviations do not qualify as defects.

4.2 Warranty Notification

• Buyer must notify Eichholtz of defects within 14 days of discovery.
• Eichholtz will, at its discretion, replace or credit defective Products.

4.3 Pass-Through Warranty

• Buyer must pass Eichholtz’s warranty to customers and cannot offer additional warranties.

4.4 Additional Certification

• Buyer is responsible for additional certification or testing requirements for intended use.

4.5 Limitation of Liability

• Eichholtz’s liability is limited to the purchase price of defective Products.

4.6 Disclaimer of Implied Warranties

• Products are sold “as is” with no implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

4.7 Buyer Acknowledgement

• Buyer acknowledges reliance on their own inspections and not on Eichholtz’s representations.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 IP Ownership

• All intellectual property rights related to Eichholtz Products remain with Eichholtz or its licensors.

5.2 Prohibition on Copying

• Buyer cannot copy or manufacture imitations of Eichholtz Products.

5.3 Use of Marketing Materials

• Buyer needs prior permission to use Eichholtz’s marketing materials.

5.4 Notification of Legal Actions

• Buyer must notify Eichholtz of any legal actions related to IP Rights.

5.5 Infringement Notification

• Buyer must notify Eichholtz of any IP Rights infringements.

5.6 Right to Prosecute Infringements

• Eichholtz has the right to prosecute IP infringements.

5.7 Liquidated Damages for IP Infringement

• Eichholtz may claim liquidated damages for IP infringements.

5.8 Trademark Use

• The Eichholtz trademarks are protected, and Buyer must comply with usage guidelines.

6. WEBSITES, MARKETING OF EICHHOLTZ PRODUCTS

6.1 Website Approval

• Eichholtz must approve any websites selling its Products.

6.2 Domain Name Restrictions

• Buyer cannot use “Eichholtz” in domain names without permission.

6.3 Marketing and Advertising

• Buyer must use approved marketing materials and inform Eichholtz of marketing activities.

6.4 Compliance with Instructions

• Buyer must comply with Eichholtz’s marketing instructions.

6.5 Identity Clarity

• Buyer’s identity must be clear on websites to avoid confusion.

6.6 Linking

• Deep links to Eichholtz’s website are allowed, but framed links require permission.

7. TERMINATION AND CONSEQUENCES

7.1 Termination for Default

• Eichholtz can terminate orders if Buyer defaults on obligations.

7.2 Termination for Insolvency

• Orders can be terminated if Buyer becomes insolvent.

7.3 Consequences of Termination

• All debts become due, and confidential information must be returned or destroyed.

7.4 Surviving Provisions

• Certain sections, including IP rights and confidentiality, survive termination.

8. LIMITATION OF LIABILITY; ACTIONS

8.1 Limitation of Damages

• Eichholtz is not liable for incidental, consequential, or punitive damages.
• Liability is limited to the purchase price of Products.

8.2 Time Limit for Claims

• Claims must be brought within one year of cause of action.

9. CONFIDENTIALITY

9.1 Confidential Information

• Buyer must keep confidential information from Eichholtz secret.

9.2 Penalty for Breach

• Breaches of confidentiality incur penalties.

9.3 Data Protection Compliance

• Parties must comply with data protection laws.

10. FORCE MAJEURE

10.1 Suspension of Obligations

• Eichholtz can suspend obligations in case of force majeure without compensation to Buyer.

10.2 Definition of Force Majeure

• Force majeure includes events beyond Eichholtz’s control, such as natural disasters and government actions.

11. APPLICABLE LAW AND DISPUTE RESOLUTION

11.1 Governing Law

• GTCS and related disputes are governed by New York law.

11.2 Amicable Resolution

• Parties must attempt to resolve disputes amicably before arbitration.

11.3 Exclusion of UN Convention

• The UN Convention on Contracts for the International Sale of Goods does not apply.

11.4 Arbitration

• Disputes are resolved through binding arbitration in New York, NY.

11.5 Jury Trial Waiver

• Parties waive the right to a jury trial for disputes.

12. MISCELLANEOUS PROVISIONS

12.1 Binding Version

• The latest version of GTCS on the Eichholtz website is binding.

12.2 Severability

• Invalid provisions do not affect the validity of the remaining provisions.

12.3 Notification of Claims

• Buyer must notify Eichholtz of product liability claims or potential litigation.

12.4 No Binding Authority

• Eichholtz representatives cannot bind Eichholtz without explicit inclusion in GTCS.

12.5 Relationship of Parties

• The relationship between parties is that of vendor and purchaser, not an agency or partnership.

12.6 Controlling Language

• The English version of GTCS prevails over translations in case of interpretation issues.

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