Terms of service

1. TERMS: Unless otherwise agreed to in writing by Ohio EDM Supplies Inc., the terms of sale for any and all items sold (collectively referred to as the "Goods") are net thirty (30) days. The party identified as the party to which Goods are being sold agrees to pay interest charges on any balance remaining unpaid after thirty (30) days at an annual interest rate of twenty-four percent (24%) computed monthly at one and one-half percent (1.5%) of any Unpaid balance. Unless otherwise agreed to in writing by Ohio EDM Supplies Inc., the method of shipment and any insurance valuation shall be determined solely by Ohio EDM Supplies Inc .. Shipment will be made with a carrier as selected by Ohio EDM Supplies Inc. and no prepaid or add-shipments shall be made unless other arrangements have been agreed to by Ohio EDM Supplies Inc .. Ohio EDM Supplies Inc. reserves the right to disallow any pricing discounts or hold any shipment during any period when outstanding invoices become or remain past due. Customer grants to Ohio EDM Supplies Inc. a purchase money security interest in all of Customer's right, title and interest in and to Goods sold hereunder to secure the payment when due by Customer of the purchase price and the performance by Customer of it's other obligations hereunder. A copy of this agreement may be filed on Ohio EDM Supplies lnc.'s behalf with appropriate state authorities at any time after signature by Customer in order to perfect Ohio EDM Supplies lnc.'s security interest, and upon Ohio EDM Supplies lnc.'s request, Customer shall execute such other documents as Ohio EDM Supplies Inc. reasonably requests to give effect to and perfect such security interest. Failure by Customer to pay the purchase price when due, or otherwise to perform this Agreement, shall give Ohio EDM Supplies Inc. the unlimited right, without liability, to have and exercise all remedies of a senior secured party under the Unform Commercial Code of the State of Ohio. Store credits are valid for one hundred eighty (180) days from date of issue after which time they expire at no value.
2. LOSS OR DAMAGE TO GOODS: Unless otherwise stated in writing by Ohio EDM Supplies Inc., shipment of the Goods shall be F.O.B. Ohio EDM Supplies lnc.'s USA facility, and upon delivery to the carrier all risk of loss or damages to the Goods from any cause whatsoever shall pass to Customer.
3. TAXES: Prices on the Goods sold are exclusive of city, state and federal taxes, including, but without limiting the generality of the foregoing, taxes on manufacture, sales, excise, receipts, gross income, occupation, use and similar taxes. Generally, such tax or taxes will be added to the purchase price of the Goods as a charge to be paid by Customer. Customer agrees to pay all such taxes directly or to reimburse Ohio EDM Supplies Inc. for all such taxes, whether imposed on customer, required to be collected by Ohio EDM Supplies Inc., or imposed on Goods or on Ohio EDM Supplies Inc. in connection with this sale. The failure of Ohio EDM Supplies Inc. to include any tax as a portion of the purchase price shall not relieve Customer's obligation to pay such tax or to reimburse Ohio EDM Supplies Inc. for payment of such tax, at Ohio EDM Supplies lnc.'s option.
4. DELAY: Ohio EDM Supplies Inc. will not be liable for any delay in the performance of orders for Goods, in the delivery or shipment of Goods, or for any damages suffered by Customer as a result of such delay, when such delay is, directly or indirectly, caused by, or in any manner arises from fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortages of labor, fuel, power, materials or supplies, transportation delays, government priorities, government restrictions or any other cause or causes (whether or not similar in nature to any of these herein before specified) beyond Ohio EDM Supplies lnc.'s control. Any agreement entered into between Ohio EDM Supplies Inc. and Customer with respect to the sale of Goods by Ohio EDM Supplies Inc. to Customer is entered with the express understanding that it is subject to Ohio EDM Supplies lnc.'s ability to obtain all materials for the Goods.
5. COMMERCIAL TOLERANCES: Unless otherwise agreed to in writing by Ohio EDM Supplies Inc., commercial tolerances usually applicable to the Goods in accordance with industry practices shall apply.
   
6. DAMAGED GOODS, DEFECTS AND/OR SHORTAGES: Immediately upon delivery of the Goods to Customer, Customer shall inspect the Goods for all obvious defects. Any damaged shipment claim must be made by Customer immediately against the delivering carrier and the damaged package retained for inspection by the delivering carrier. To be effective, notification from Customer that any Goods are considered defective and/or any claim for shortage must be received by Ohio EDM Supplies Inc., in writing, within ten (10) calendar days after the date of Customer's receipt of such Goods. At Ohio
   EDM Supplies lnc.'s option, it may (a) inspect such Goods on Customer's premises or (b) request the return of the Goods to Ohio EDM Supplies lnc.'s USA facility for inspection. Goods may not be returned to Ohio EDM Supplies Inc. for any reason whatsoever without a return authorization from Ohio EDM Supplies Inc .. Customer assumes and shall be solely responsible for all liabilities and expenses related to the use of any Goods having obvious defects and shall indemnify and hold Ohio EDM Supplies Inc. harmless against any suit, claim or damage whatsoever arising out of the use of
   such defective Goods.
   
7. WARRANTY: Ohio EDM Supplies Inc. makes no warranty, express or implied, other than, to the original purchaser only, that the Goods will conform in all respects to the design, specifications, drawings, samples or other descriptions as may be expressly agreed to in writing between Ohio EDM Supplies Inc. and Customer and that the Goods will be free from defects in material and workmanship. Ohio EDM Supplies lnc.'s sole liability to Customer, and Customer's sole and exclusive remedy for breach of warranty or otherwise, shall be limited to replacement of any Goods found defective provided
   Customer has notified Ohio EDM Supplies Inc. as provided above. This warranty allocates the risk of product failure between Ohio EDM Supplies Inc. and the Customer, which allocation is reflected in the price of the goods. The Customer acknowledges that it has read this warranty, understands it, and is bound by the terms. In no event shall any action by customer for breach of any warranty made by Ohio EDM Supplies Inc. be commenced after one year after the cause of action accrues. IN NO EVENT SHALL Ohio EDM SUPPLIES INC. BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL
   DAMAGES BASED UPON ANY LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS OR PROFITS, DOWNTIME, CLAIMS OF THIRD PARTIES OR INJURY TO PERSONS OR PROPERTY OR FOR TRANSPORTATION, INSTALLATION, ADJUSTMENT OR OTHER EXPENSES, DAMAGES OR LIABILITIES WHICH MAY ARISE IN CONNECTION WITH SUCH GOODS. EXCEPT AS SET FORTH ABOVE, NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE, ARE MADE UNLESS OTHERWISE EXPRESSLY AGREED TO IN WRITING BETWEEN Ohio EDM SUPPLIES INC. AND CUSTOMER.
   
8. SPECIAL DESIGNED GOODS: Customer shall indemnify and hold Ohio EDM Supplies Inc. harmless from and against any and all claims, actions, suits, procedures, costs, expenses, damages and liabilities, including attorney's fees and expenses, arising out of, connected with, or resulting from any patient, trademark, trade secret or other intellectual or proprietary right or property related claim or any other such matter relating to the design, specification, or use of any such product liability for Goods manufactured to Customer's design or specifications, or Goods specially designed by Ohio EDM Supplies Inc. to meet Customer's requirements.
   
9. ACCEPTANCE: Customer's acknowledgment or purchase order, when accepted by Ohio EDM Supplies lnc.'s offices shall form a complete, valid and binding Sales Contract, subject in all cases to the terms and conditions set forth herein. This Sales Contract shall be binding upon Ohio EDM Supplies Inc. only after acceptance at Ohio EDM Supplies lnc.'s principal office in Ohio, and execution of a copy hereof by an officer of Ohio EDM Supplies Inc .. To the extent this is an offer or proposal, it may be changed or revoked by Ohio EDM Supplies Inc. any time prior to acceptance. Acceptance of this offer is expressly limited to the exact terms and conditions contained herein and the terms and conditions of any purchase order shall not be deemed to amend the terms and conditions set forth herein.
   
10. RETURN POLICY: Items that have been purchased at Ohio EDM Supplies lnc.'s list price and not discounted can only be returned within 60 days after Customer's receipt and Customer shall be responsible for all freight and insurance charges to ship Goods back to Ohio EDM Supplies Inc. which shall be shipped FOB Ohio EDM Supplies lnc.'s USA facility. Only Goods that have not been used, altered or damaged following shipment to Customer in accordance with the terms hereof may be returned. All returned Goods must be shipped by Customer securely packed to reach Ohio EDM Supplies Inc. without damage. Product which is damaged in its return will remain the property of the customer, who will be responsible for filing the claim and liable for its cost. The original invoice will be considered valid and will be paid by the customer within terms. Shipping costs are not included in Customer's refund. Items cut to size, manufactured, specially ordered or not listed in our current catalog do not apply and returns will not be accepted. All product must be returned in the original unaltered packaging. Refunds will be in the form of a store credit.
    
11. CANCELLATION/CHANGE ORDERS: Unless otherwise agreed to in writing by Ohio EDM Supplies Inc., a Sales Contract can be canceled only with the consent in writing of Ohio EDM Supplies Inc. and Customer. Customer's change orders shall not have any validity whatsoever except with Ohio EDM Supplies lnc.'s written consent and under such conditions as Ohio EDM Supplies Inc. deems necessary to indemnify Ohio EDM Supplies Inc. for any added costs of such changes. All change orders must be submitted by Customer in writing to Ohio EDM Supplies Inc ..
12. DEFAULT OF CUSTOMER: If with respect to any Goods, Customer fails to pay the purchase price or any other sums due therefore in full within five (5) calendar days after same is due and payable, or if Customer fails to observe, keep or perform any other provision of this Sales Contract required to be observed, kept or performed by Customer, Ohio EDM Supplies Inc. shall have the right to
    exercise any one or more of the following remedies: (a) to withhold the delivery of parts and/or service which the Goods may require; (b) to sue for, and recover, all sums then accrued and thereafter accruing, with respect to any or all Goods; (c) to take possession of any or all items of Goods without demand or notice, wherever same may be located, without court order or process of law, Customer
    waiving any or all damage occasioned by such taking of possession; (d) to pursue any other remedy at law or in equity, including but not limited to the use of credit card transactions and direct withdraw to secure funds; without demand, notice or authorization. Notwithstanding any said repossession, or any other action by which Ohio EDM Supplies Inc. may take, Customer shall be and remain liable for
    payment in full of the purchase price. All such remedies are cumulative, and may be exercised by Ohio EDM Supplies Inc. separately or concurrently.
    
13. ENFORCEMENT: Customer shall pay Ohio EDM Supplies Inc. all costs and expenses, including reasonable attorneys' fees and expenses, incurred by Ohio EDM Supplies Inc. in exercising any of its rights or remedies or enforcing any of the terms, conditions or provisions of any Sales Contract.
    
14. CUSTOMER INDEMNITY: Customer shall indemnify Ohio EDM Supplies Inc. against and hold Ohio EDM Supplies Inc. harmless from any and all third party claims, actions, suits, procedures, costs, expenses, damages and liabilities, including attorneys' fees and expenses arising out of, connected with, or resulting from the Goods, including without limitation, the delivery, possession and use of
    the Goods.
    
15. OTHER PROVISIONS: Any Sales Contract between Ohio EDM Supplies Inc. and Customer shall (a) be construed, interpreted, and applied in accordance with the laws of the State of Ohio, and the parties to such Sales Contract consent to the personal jurisdiction of the Federal, state or local courts of competent jurisdiction covering the State of Ohio as the exclusive forum for resolution of
    disputes pursuant to such Sales Contract; (b) be binding upon and inure to the benefit of the parties to such Sales Contract, and their respective successors and assigns, but shall not be assigned or transferred by Customer without the written consent of Ohio EDM Supplies Inc.; (c) contain the entire agreement between the parties with respect to the subject matter thereof and supersedes all other
    representations, warranties, agreements or understandings between the parties and no statement, promises, or inducements made by any party, or agent of any party, to such Sales Contract which is not contained in or referenced by such Sales Contract shall be valid or binding, and such Sales Contract may not be amended, enlarged, or modified, except in writing and signed by all the parties to such
    Sales Contract. This Sales Contract shall be deemed severable and the invalidity or unenforceabilijy of any term or provision thereof shall not affect the validity or enforceability of this Sales Contract or any other term or provision hereof. Customer submits to the exercise of personal jurisdiction by any federal or state court in Lake County, Ohio and waives any objection it may have to the conduct of any proceeding in such court based upon lack of personal jurisdiction or improper venue or forum non-convenience, Customer agrees to accept service of process issued by such court and further agrees that any controversy arising from this Sales Contract shall be adjudicated only in a federal, state, county or municipal court in Lake County, Ohio or such other court as Ohio EDM Supplies Inc. may select in its sole discretion. Any titles or captions contained in any Sales Contract are provided solely for convenience and shall not be used in construing or interpreting the terms of such Sales Contract.

Ohio EDM Supplies Inc. * Painesville, OH 44077 * (216) 282-5310 www.ohioedmsupplies.com • Sales@ohioedmsupplies.com