Thanks for choosing to browse and shop with Learniture, an exclusive brand of School Outfitters. Please read these Terms and Conditions, which contain important information about your relationship with School Outfitters.
School Outfitters, LLC, a Kentucky limited liability company is referred to herein as "Seller", and the company to whom goods and/or services are sold is referred to herein as "Buyer". These Terms and Conditions together with Seller's written order confirmation (collectively "Agreement") shall apply to all purchases of products by Buyer from Seller. Any additional or different terms contained in Buyer's purchase order(s) or other documents submitted by Buyer, shall not apply and shall be of no force or effect, and are hereby expressly rejected by Seller. No additions to or modifications of any of the terms and conditions hereof shall be effective unless made in writing and signed by both parties. Seller's waiver of any breach, or failure to enforce any of these terms and conditions at any time, shall not in any way affect, limit, or waive Seller's right thereafter to enforce or compel strict compliance with every term and condition thereof. The terms and conditions set forth herein when coupled with Seller's written order confirmation represent the entire agreement with respect to Buyer's order and supersede all prior agreements, understandings, representations or warranties, whether oral or written relating to such order.
All orders are accepted subject to Seller's price indicated on Seller's written order confirmation. If Buyer makes any additions to or alterations in the order placed with Seller, Seller shall be entitled to reject such additions or alterations or to cancel the order. Seller shall not be liable for any transportation charges incurred at destination. Unless specifically indicated otherwise, prices do not include taxes, which are separately itemized. Buyer shall pay all applicable taxes and governmental charges relating to the products. Seller shall not be responsible for switching, spotting, handling, demurrage or any other transportation or accessories service or for any charges incurred therefore.
All means of loading, transportation and routing shall be subject to the control of Seller unless otherwise specified. Delivery by truck will be made to the nearest points reasonably accessible by truck as determined by driver. Buyer shall pay for necessary labor to unload and store goods. All delivery dates stated by Seller are approximate dates only and estimated in good faith to the best of Seller's ability. Seller shall not be responsible for any loss or damages resulting from any delays in delivery or pick-ups of any products. Seller reserves a purchase money security interest in the products until the purchase price has been fully paid. Buyer agrees to execute, and hereby appoints Seller as its attorney in fact to execute on Buyer's behalf, any documents requested by Seller which are necessary for attachment and perfection of its security interest. If Buyer defaults, Seller will have all the rights of a secured creditor under the Uniform Commercial Code as enacted in the State of Ohio.
Any order cancellation may be subject to a cancellation charge as determined by Seller. Buyer shall make an examination of any products delivered hereunder immediately upon receipt by Buyer, and failure of Buyer to give notice of any claim within five business days after the receipt of such products shall be an unqualified acceptance of said products. Any course of dealing between the parties to the contrary notwithstanding, any claim by Buyer shall be deemed waived unless received by Seller in writing within five business days from the date of receipt of the product to which such claim relates.
Unless otherwise mutually agreed to in writing, all payments due from Buyer to Seller shall be made in immediately available United States Dollars and are due and payable thirty (30) days from the date of invoice. All invoices are to be paid in full when due. Notwithstanding the foregoing, if, in Seller's judgment from time to time, Buyer's financial condition does not justify continuance of production or shipment on the terms specified, then Seller may require full or partial payment in advance. In the event of bankruptcy or insolvency of Buyer or in the event that any proceeding is brought by or against Buyer under bankruptcy or similar laws, Seller shall be entitled to cancel any order then outstanding and shall receive reimbursement for its cancellation charges. A finance charge of 1.5% per month, equivalent to 18% per annum, will be charged on all past due balances. Seller may refuse to do future business with Buyer if Buyer fails to keep its account current.
Seller may, without liability, suspend delivery of products ordered by Buyer and/or, at Seller's option, terminate the Agreement if Buyer: (a) fails to perform any of the terms and conditions hereof and does not cure such failure within a period of ten (10) days after receipt of written notice from Seller specifying such failure, provided, that, no such cure period shall apply to Buyer's failure to pay in a timely manner; (b) in Seller's opinion, has not established or maintained credit to meet promptly Seller's payment terms or has defaulted on the payment terms of any other transaction with Seller; or (c) becomes insolvent, makes an assignment in favor of creditors, or becomes subject to any bankruptcy, dissolution or similar proceedings.
If performance of Seller's obligations hereunder is prevented or impaired due to acts of God, fire, war, terrorism, civil disturbance, strikes or other labor trouble, damage by the elements, or other casualty, condemnation, governmental actions, interruptions of power or communication, transportation problems, or any other cause beyond Seller's reasonable control (individually and collectively, a "Force Majeure"), Seller shall have such additional time to perform as may be reasonably necessary in the circumstances or shall have the right to cancel the Agreement if such conditions make performance hereunder impossible or impractical. Seller shall have no liability to Buyer for any delay in performance or cancellation of the Agreement due to Force Majeure and if Seller terminates the Agreement pursuant to this Section 7, Seller shall refund any payment which Buyer has already made on account of the price (subject to deduction of any amount Seller is entitled to claim from Buyer), but Seller shall not be liable to compensate Buyer for any further loss or damage caused by the termination or any failure to deliver products arising out of it.
SELLER WARRANTS THAT ITS PRODUCTS SOLD TO BUYER SHALL MEET ANY MUTUALLY AGREED WRITTEN SPECIFICATIONS. OTHER THAN THE FOREGOING, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCT, AND SELLER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY PATENT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT. IN PARTICULAR, BUT WITHOUT LIMITATION, BUYER ACKNOWLEDGES THAT NO SAMPLE, CATALOG, TECHNICAL SCHEDULE, PRICE LIST OR ANY OTHER PRODUCT LITERATURE OF SELLER SHALL BE DEEMED TO CONSTITUTE OR CONTAIN ANY REPRESENTATION, WARRANTY OR CONDITION RELATING TO THE PRODUCTS. THE EXCLUSIVE REMEDY OF BUYER FOR ANY BREACH OF THE FOREGOING WARRANTIES IS LIMITED TO, AT SELLER'S OPTION, REPLACEMENT OF THE PRODUCTS THAT ARE THE SUBJECT OF THE PURCHASE ORDER OR A REFUND OF ANY PURCHASE PRICE ACTUALLY PAID BY BUYER TO SELLER FOR THE RELEVANT PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION DAMAGES FOR INJURY TO PERSON OR PROPERTY, LOST PROFITS OR REVENUE, LOST SALES OR LOSS OF USE OF ANY PRODUCT, RESULTING FROM, ARISING OUT OF OR RELATING IN ANY WAY (DIRECTLY OR INDIRECTLY) TO ANY PRODUCT(S) ORDERED BY BUYER FROM SELLER OR THE USE OF SUCH PRODUCTS. IN NO EVENT AND FOR NO CAUSE WHATSOEVER, INCLUDING ANY BREACH OR DEFAULT BY SELLER, SHALL SELLER HAVE ANY MONETARY LIABILITY TO BUYER IN EXCESS OF THE CONTRACT PRICE OR PRICES OF THE PERTINENT PRODUCTS IN QUESTION.
Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all damages, liability, claims, judgments, decrees, expenses and costs (including but not limited to attorneys' fees) resulting from or arising out of Buyer's use and/or resale of any products delivered hereunder. Further, without limiting the generality of the foregoing, if the products delivered hereunder are prepared according to Buyer's specifications, Buyer shall indemnify, defend and hold Seller harmless against any and all damages, liability, claims, judgments, decrees, expenses and costs (including but not limited to attorneys' fees) arising out of or relating to actual or claimed patent or trademark infringement on account of such preparation or manufacture.
In the event of any litigation or collection action arising out of or relating to the Agreement, Buyer agrees to promptly reimburse Seller all costs and expenses of collection, suit, or other legal action, including reasonable attorneys' fees, incurred by Seller. Failure by Seller to enforce any rights under or to insist upon strict performance of any provision of this Agreement shall not constitute a waiver of any breach or a waiver of such provision.
Buyer may not assign any of its rights or obligations under this Agreement without Seller's prior written consent. In the event that any phrase, clause or other provision hereof shall violate any applicable statute, ordinance or rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof.
The laws of the State of Ohio, without giving effect to the choice of law provisions thereof, shall govern the applicability of the Agreement and shall decide any disputes based in whole or in part on the Agreement. Any action, suit or proceeding relating to or arising out of the Agreement, shall be brought and prosecuted as to all parties exclusively in, and the parties hereby irrevocably consent to service of process, personal jurisdiction and exclusive venue in, the state and federal courts of general jurisdiction located in Hamilton County, Ohio, USA.
