Terms and Conditions
Open Access Systems, Inc. ("OASYS") Terms and Conditions Order Terms OASYS reserves the right to review all orders at which point we may accept or decline any order for any reason, regardless of any confirmation receipt sent to the customer. All orders must be reviewed for pre-approval and acceptance. We do our best to ship your order as quickly as possible. While there can be no guarantee, most in-stock orders placed before 3:00pm EST will ship the very same day. Orders placed after 3:00pm or on weekends or holidays are usually shipped the next business day. Cancellations can be made on any order that has NOT shipped, except for special order purchases. OASYS is also NOT responsible for cancellation requests made after the product has shipped. THE TERMS AND CONDITIONS OF SALE ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN. BY ACCEPTING DELIVERY OF THE PRODUCTS AND SERVICES DESCRIBED IN OASYS' INVOICE OR OTHER OASYS DOCUMENTATION, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF SALE UNLESS CUSTOMER AND OASYS HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN. Information About Order Terms These terms of sale and this Agreement constitute a binding contract between Customer and OASYS. Customer accepts these terms and conditions of sale by making a purchase. These terms and conditions of sale constitute the entire agreement between Customer and OASYS. Additional or different terms and conditions contained in any purchase order will be null and void. Customer agrees that the terms and conditions of sale contained herein and in OASYS' invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these terms and conditions of sale or any purchase order or invoice related thereto. Governing Law THESE TERMS AND CONDITIONS OF SALE AND ANY SALE HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT IN PASSAIC COUNTY, NEW JERSEY AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN PASSAIC COUNTY, NEW JERSEY AND SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Risk of Loss If Customer provides OASYS with Customer's carrier account number or selects a carrier other than a carrier that regularly ships for OASYS, title to products and risk of loss or damage during shipment passes from OASYS to Customer upon shipment from OASYS' facility. For all other shipments, title to products and risk of loss or damage during shipment passes from OASYS to Customer upon receipt by Customer. Title to software will remain with the applicable licensor(s). OASYS retains a security interest in the products until payment in full is received. Customer will be responsible for all shipping and related charges. Export Sales If this transaction involves an export under the Export Administration Regulations, the commodities, technology and/or software sold or distributed under these terms and conditions of sale exported from the United States by OASYS were exported in accordance with the Export Administration Regulations. Diversion, use, export or re-export contrary to United States law is prohibited. The commodities, technology and/or software sold or distributed under these terms and conditions of sale may not be exported or re-exported to Cuba, Iran, Iraq, Libya, Sudan, North Korea or Syria or to entities and persons that are ineligible under United States law to receive United States commodities, technology and/or software. In addition, manufacturers' warranties for exported products may vary or may be null and void for products exported outside the United States. Warranties Customer understands that OASYS is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not OASYS. In purchasing the products, Customer is relying on the manufacturer's specifications only and is not relying on any statements, specifications in brochures, photographs or other illustrations representing the products that may be provided by OASYS. In connection with services, neither affiliates of OASYS nor third party service providers are agents of OASYS and OASYS has no obligation or liability arising from any services performed by or any warranty, if any, made by, such service providers. OASYS AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS SOLD OR SERVICES PROVIDED BY THIRD PARTIES OR AFFILIATES OF OASYS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY. Pricing Information; Availability Disclaimer All pricing is subject to change. OASYS reserves the right to make adjustments to pricing, products and service offerings for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, OASYS cannot guarantee that it will be able to fulfill Customer's orders. Tax and shipping may be added and included with order acceptance notification to the customer. OASYS is obligated to collect sales tax for New York and New Jersey. INFRINGEMENT INDEMNIFICATION OASYS represents and warrants that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, service mark, trade secret or other proprietary right of any person or entity. Customer shall notify Seller promptly of any infringement claim of which it has knowledge, and shall cooperate with OASYS in the defense of such claim, all at OASYS’s expense. OASYS, at its own expense, shall defend or settle any and all infringement actions filed against OASYS or Customer which involves the Products provided under this Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. OASYS shall have no obligation for infringement claims resulting directly from: (a) OASYS’s compliance with the Customer’s designs, specifications or instructions; unauthorized Product modifications by the Customer or a third party other than an authorized reseller or manufacturer partner of OASYS. INSURANCE OASYS represents that it will maintain workers' compensation insurance as prescribed by law which shall inure to the benefit of OASYS's personnel, as well as comprehensive general liability and employee fidelity bond insurance.
OASYS will, upon request, furnish Purchaser with a certificate of conformity providing the aforesaid coverage. Third Party Services Customer acknowledges and agrees that, in some instances OASYS Inc., and its affiliates are resellers of services and are not the provider of those services. In those cases, the third party service provider is the only party responsible for providing services to Customer. In those cases, Customer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provision of such services. Customer hereby releases OASYS Inc. and its affiliates from any and all claims arising from or relating to the purchase or provision of any such services bythird party service providers. Services may be subjectto tax. All amounts, including taxes, associated with third party services are being collected by OASYS Inc. solely in the capacity as an independent sales agent. Arbitration Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) arising from or relating to the products or services sold pursuant to these terms and conditions of sale, the interpretation or application of these terms and conditions of sale or the breach, termination or validity thereof, the relationships which result from these terms and conditions of sale (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or OASYS's advertising and marketing (collectively, a Claim) WILL BE RESOLVED, UPON THE ELECTION OF OASYS, CUSTOMER OR THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association, with offices in Somerset, NJ. If arbitration is chosen by any party with respect to a Claim, neither OASYS nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties. Further, Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these terms and conditions of sale, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. 1-16). The arbitration will take place in Somerset, NJ. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to OASYS arising out of sales hereunder will be exclusively litigated in court rather than through arbitration. Orders; Payment Terms; Interest; Taxes Orders are not binding upon OASYS until accepted by OASYS. Terms of payment are within OASYS's sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. OASYS may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month or at the highest rate allowed by law. Customer is responsible for, and will indemnify and hold OASYS harmless from, any applicable sales, use or other taxes associated with the order. Customer must claim any exemption from tax at the time of purchase and provide the necessary supporting documentation. Any sales, use or other applicable tax is based on the location to which the order is shipped. In the event of a payment default, Customer will be responsible for all of OASYS' costs of collection, including court costs, filing fees and attorney's fees. Return Privileges Please contact OASYS Customer Relations at Sales@OASYScorp.com to obtain a Return Merchandise Authorization (RMA) before shipping product back to OASYS or Manufacturer. This will expedite and help ensure the proper action or credit upon processing. In order to expedite a return, please have the following information on hand when requesting an RMA number: Customer name, invoice number, serial number, reason for return, action to take (replacement/repair/return/credit) and whether the box has been opened or is manufacturer sealed. Please return all products 100% complete including all original manufacture boxes with the UPC code and packing materials, all manuals, blank warranty cards, accessories and any other documentation included with the original shipment. RMA approval is contingent upon, among other things, the products being 100% complete. Customer is responsible for shipping charges to OASYS' distribution center or manufacturer site for all products being shipped for return, exchange or replacement. Products exchanged or replaced will be shipped by OASYS or Manufacturer to Customer, at OASYS' or Manufacturer’s expense, using the same shipping method as was used by Customer to ship the original products back. Customer is responsible for all risk of loss and damage to products being shipped for return, exchange or replacement. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery such as UPS, Federal Express or Airborne Express. This is for your protection as well as to ensure quick action on your return. Return privileges vary by manufacturer. Most accept returns within 30 calendar days. Please contact OASYS Customer Relations at Sales@OASYScorp.com for details. Thank you for your past and future business with OASYS. Failure to return a product within the applicable return period will be deemed to be an acceptance of the product. Damaged Products If Customer receives damaged products, please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify OASYS immediately to arrange for a carrier inspection and a pick up of damaged products. Please notify OASYS Customer Relations at Sales@OASYScorp.com of damaged products WITHIN THE FIRST 10 DAYS of receipt. Timely receipt of this information is necessary for OASYS to file a damage claim. Limitation of Liability NEITHER OASYS NOR ITS AFFILIATES WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NEITHER OASYS NOR ITS AFFILIATES WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE OR THE PROVISION OF SERVICES BY THIRD PARTIES. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES PROVIDED DIRECTLY BY OASYS OR ITS AFFILIATES, NEITHER OASYS NOR ITS AFFILIATES ARE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM. OASYS will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency. OASYS can be contacted at 973-838-5525 or firstname.lastname@example.org M-F 9AM-5PM